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Real Property Acquisitions and Development
3 Months Ended
Mar. 31, 2025
Real Estate [Abstract]  
Real Property Acquisitions and Development Real Property Acquisitions and Development 
The total purchase price for all properties acquired through asset acquisitions is 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. For properties acquired through business combinations, assets acquired, liabilities assumed and any associated noncontrolling interests are recorded at fair value, with any excess consideration accounted for as goodwill. Acquired lease intangibles primarily relate to assets in our Seniors Housing Operating portfolio and generally have amortization periods of one to two years.
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 directly 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. Transaction costs related to business combinations are expensed as incurred.
Our acquisitions of properties are at times subject to earn out provisions based on the future operating performance of the acquired properties, which could result in incremental payments in the future. Our policy is to recognize such contingent consideration with respect to asset acquisitions when the contingency is resolved and the consideration becomes payable. These amounts are included within the total net real estate assets section of the table below.
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.
The following is a summary of our real property investment activity by segment for the periods presented (in thousands):
 Three Months Ended
 March 31, 2025March 31, 2024
Seniors Housing OperatingTriple-netOutpatient
Medical
TotalsSeniors Housing OperatingTriple-netOutpatient
Medical
Totals
Land and land improvements$176,983 $88,247 $19,320 $284,550 $26,691 $710 $— $27,401 
Buildings and improvements1,095,050 1,182,642 1,606 2,279,298 48,615 253 — 48,868 
Acquired lease intangibles139,005 7,084 656 146,745 5,861 — — 5,861 
Right of use assets, net3,032 18,389 2,783 24,204 — — — — 
Total net real estate assets1,414,070 1,296,362 24,365 2,734,797 81,167 963 — 82,130 
Receivables and other assets15,237 — 59 15,296 24 — — 24 
Total assets acquired(1)
1,429,307 1,296,362 24,424 2,750,093 81,191 963 — 82,154 
Secured debt(289,721)— — (289,721)— — — — 
Lease liabilities(3,032)— (1,699)(4,731)— — — — 
Accrued expenses and other liabilities(28,507)(10,233)(1,589)(40,329)(532)— — (532)
Total liabilities acquired(321,260)(10,233)(3,288)(334,781)(532)— — (532)
Noncontrolling interests(2,545)— — (2,545)— — — — 
Non-cash acquisition related activity(2)
(163,627)(240,075)(20,107)(423,809)(18,141)(710)— (18,851)
Cash disbursed for acquisitions941,875 1,046,054 1,029 1,988,958 62,518 253 — 62,771 
Construction in progress additions100,242 — 31,328 131,570 165,140 28 83,529 248,697 
Less: Capitalized interest(9,595)— (1,925)(11,520)(11,660)— (2,149)(13,809)
Accruals(3)
1,145 80 4,912 6,137 2,248 72 (5,445)(3,125)
Cash disbursed for construction in progress91,792 80 34,315 126,187 155,728 100 75,935 231,763 
Capital improvements to existing properties219,244 5,639 15,467 240,350 104,812 6,064 21,633 132,509 
Total cash invested in real property, net of cash acquired$1,252,911 $1,051,773 $50,811 $2,355,495 $323,058 $6,417 $97,568 $427,043 
(1) Excludes $4,502,000 of unrestricted and restricted cash acquired during the three months ended March 31, 2025.
(2) For the three months ended March 31, 2025, relates to the acquisition of assets previously recognized as investments in unconsolidated entities and the re-issuance of Welltower Inc. treasury shares in lieu of cash consideration. For the three months ended March 31, 2024, primarily relates to the acquisition of assets previously financed as real estate loans receivable.
(3) Represents non-cash accruals for amounts to be paid in future periods for properties that converted, offset by amounts paid in the current period.
Aspire Healthcare Acquisition
In February 2025, we acquired 48 skilled nursing facilities for a total purchase price of $990,908,000, which included $750,833,000 of cash consideration and $240,075,000 of common stock consideration. In connection with the closing, the acquired properties were leased to Aspire Healthcare under a long-term triple-net master lease.
Care UK Acquisition
On October 1, 2024, we acquired all of the shares of Care UK Holdings Limited, Care UK Midco Limited and Care UK Community Partnerships Limited (collectively, "Care UK"). Care UK operates 136 seniors housing properties including owned properties, leasehold interests and development properties. Total consideration for the transaction, net of cash acquired, was $841,546,000, of which $20,229,000 was paid in 2025. All properties will continue to be managed by Care UK. Operations related to the transaction are reported within our Seniors Housing Operating segment from the date of acquisition. We recognized $182,219,000 of total revenue from such operations during the quarter ended March 31, 2025.
The transaction was accounted for as a business combination using the acquisition method of accounting. We continue to finalize the valuation of the assets acquired and liabilities assumed as of March 31, 2025. During the quarter ended March 31, 2025, we recorded a measurement period adjustment based on our ongoing review of the valuation of the tangible and intangible assets and liabilities acquired and their related tax basis, which resulted in an increase to net deferred tax liabilities of
$48,572,000 and a corresponding increase to goodwill. The adjustment to deferred tax liabilities was applied retrospectively to the acquisition date and resulted in nominal incremental income tax benefit for the quarter ended March 31, 2025. The primary areas of the acquisition accounting that are not yet finalized relate to the review of certain assumptions, inputs and estimates underlying the valuation of the tangible and intangible assets and liabilities acquired, finalizing our review of certain assets acquired and liabilities assumed and finalizing our review of the tax basis of assets acquired and liabilities assumed in order to estimate the impact of the acquisition on deferred income taxes. Please refer to Note 3 of the notes to the consolidated financial statements within our 2024 Annual Report on Form 10-K for additional information related to the Care UK acquisition.
The following unaudited pro forma financial information presents consolidated financial information as if the transaction occurred on January 1, 2024. In the opinion of management, all significant necessary adjustments to reflect the effect of the transaction have been made. The following unaudited pro forma information is not indicative of future operations (in thousands):
Three Months Ended
March 31, 2024
Pro forma revenues$2,028,367 
Pro forma net income attributable to common stockholders$115,491 
Per share data (diluted)
Net income attributable to common stockholders (as reported)$0.22 
Net income attributable to common stockholders (pro forma)$0.20 
Pro forma net income attributable to common stockholders and net income attributable to common stockholders per diluted share are impacted by the acquired lease intangibles noted above that have a weighted average amortization period of 1.8 years.
Amica Senior Lifestyles
In March 2025, we announced a definitive agreement to acquire a portfolio of 38 seniors housing communities and nine development parcels for aggregate consideration of C$4.6 billion. At closing, which is expected in late 2025 or early 2026, subject to customary closing conditions and regulatory approvals, we will assume C$560 million of secured debt with an average interest rate of 3.6%.
The following is a summary of the construction projects that were placed into service and began generating revenues during the periods presented (in thousands):
 Three Months Ended
 March 31, 2025March 31, 2024
Development projects:
Seniors Housing Operating
$132,210 $88,680 
Outpatient Medical
175,046 91,248 
Total development projects
307,256 179,928 
Expansion projects
106 3,083 
Total construction in progress conversions$307,362 $183,011