XML 21 R8.htm IDEA: XBRL DOCUMENT v3.25.2
Real Property Acquisitions and Development
 6 Months Ended
Jun. 30, 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):
 Six Months Ended
 June 30, 2025June 30, 2024
Seniors Housing OperatingTriple-netOutpatient
Medical		TotalsSeniors Housing OperatingTriple-netOutpatient
Medical		Totals
Land and land improvements$295,923 $94,165 $19,340 $409,428 $68,662 $14,193 $10,160 $93,015 
Buildings and improvements1,840,711 1,229,242 1,619 3,071,572 422,488 61,914 33,064 517,466 
Acquired lease intangibles179,372 7,084 656 187,112 34,827 — 2,193 37,020 
Construction in progress— — — — 19,397 — — 19,397 
Real property held for sale174,639 — — 174,639 — — — — 
Right of use assets, net3,032 18,389 2,783 24,204 — — — — 
Total net real estate assets2,493,677 1,348,880 24,398 3,866,955 545,374 76,107 45,417 666,898 
Receivables and other assets15,920 5 59 15,984 1,403 34 112 1,549 
Total assets acquired(1)
2,509,597 1,348,885 24,457 3,882,939 546,777 76,141 45,529 668,447 
Secured debt(441,983)— — (441,983)— — — — 
Lease liabilities(3,032)— (1,699)(4,731)— — — — 
Accrued expenses and other liabilities(36,813)(10,442)(1,589)(48,844)(11,905)— (182)(12,087)
Total liabilities acquired(481,828)(10,442)(3,288)(495,558)(11,905)— (182)(12,087)
Noncontrolling interests(5,620)— — (5,620)(1,149)— — (1,149)
Non-cash acquisition related activity(2)
(184,761)(240,075)(20,107)(444,943)(46,974)(710)— (47,684)
Cash disbursed for acquisitions1,837,388 1,098,368 1,062 2,936,818 486,749 75,431 45,347 607,527 
Construction in progress additions208,822 — 47,840 256,662 317,468 28 182,290 499,786 
Less: Capitalized interest(17,094)— (3,079)(20,173)(23,712)— (4,575)(28,287)
Accruals(3)
(4,470)1,094 5,448 2,072 474 126 (12,977)(12,377)
Cash disbursed for construction in progress187,258 1,094 50,209 238,561 294,230 154 164,738 459,122 
Capital improvements to existing properties415,638 19,874 37,717 473,229 239,484 11,706 46,412 297,602 
Total cash invested in real property, net of cash acquired$2,440,284 $1,119,336 $88,988 $3,648,608 $1,020,463 $87,291 $256,497 $1,364,251 
(1) Excludes $4,548,000 and $0 of unrestricted and restricted cash acquired during the six months ended June 30, 2025 and June 30, 2024, respectively.
(2) For the six months ended June 30, 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 six months ended June 30, 2024, primarily relates to the acquisition of assets previously financed as real estate loans receivable and the acquisition of assets previously recognized as investments in unconsolidated entities.
(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 $203,516,000 and $385,734,000 total revenue from such operations during the three and six months ended June 30, 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 June 30, 2025. During the six months ended June 30, 2025, we recorded measurement period adjustments of $50,893,000, which were primarily related to our ongoing review of the valuation of the tangible and intangible assets and liabilities acquired and their related tax basis and resulted in an increase to net deferred tax liabilities 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 six months ended June 30, 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, except per share amounts):
Six Months Ended
June 30, 2024
Pro forma revenues$4,033,401 
Pro forma net income attributable to common stockholders$363,269 
Per share data (diluted)
Net income attributable to common stockholders (as reported)$0.65 
Net income attributable to common stockholders (pro forma)$0.63 
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 expect to assume C$571 million of secured debt with an average interest rate of 3.7%.
The following is a summary of the construction projects that were placed into service and began generating revenues during the periods presented (in thousands):
 Six Months Ended
 June 30, 2025June 30, 2024
Development projects:
Seniors Housing Operating
$506,732 $194,012 
Outpatient Medical
267,916 106,596 
Total development projects
774,648 300,608 
Expansion projects
— 20,229 
Total construction in progress conversions$774,648 $320,837