TOLEDO,
Ohio, Feb. 13, 2024 /PRNewswire/ -- Welltower
Inc. (NYSE:WELL) today announced results for the quarter
ended December 31, 2023.
Recent Highlights
- Reported net income attributable to common stockholders of
$0.15 per diluted share
- Reported quarterly normalized funds from operations ("FFO")
attributable to common stockholders of $0.96 per diluted share, an increase of 15.7%
over the prior year
- Reported total portfolio year-over-year same store NOI
("SSNOI") growth of 12.5%, driven by SSNOI growth in our Seniors
Housing Operating ("SHO") portfolio of 23.7%
- SHO portfolio year-over-year same store ("SS") revenue
increased 9.7% in the fourth quarter, with 330 basis points ("bps")
of year-over-year average occupancy growth
- SHO portfolio year-over-year SSNOI margin expanded by 290 bps
driven primarily by strong Revenue per Occupied Room ("RevPOR" or
"Unit Revenue") growth which continued to meaningfully outpace
Expense per Occupied Room ("ExpPOR" or "Unit Expense") growth
- During the fourth quarter, we completed $3.0 billion of pro rata gross investments,
including $2.8 billion in
acquisitions and loan funding and $277
million in development funding
- As of December 31, 2023, we had
approximately $6.1 billion of
available liquidity inclusive of $2.1
billion of available cash and restricted cash and full
capacity under our $4.0 billion line
of credit
Annual Highlights
- Reported net income attributable to common stockholders of
$0.66 per diluted share
- Reported annual normalized FFO attributable to common
stockholders of $3.64 per diluted
share
- Reported total portfolio year-over-year average SSNOI growth of
12.6%, driven by SSNOI growth in our SHO portfolio of 24.4%
- Completed $5.9 billion of pro
rata gross investments during 2023, including property acquisitions
at substantial discounts to replacement cost and highly-structured
debt and equity investments with significant downside
protection
- Improved net debt to Adjusted EBITDA to 5.03x at December 31, 2023 from 6.31x at December 31, 2022
- Announced dissolution of joint ventures with Revera and
Chartwell, representing key milestones in our seven-year contract
modernization initiative and driving regional density and improved
operator alignment across our Canadian portfolio. Additionally,
unwound our Outpatient Medical joint venture with Canadian Pension
Plan Investment Board ("CPPIB") through the acquisition of CPPIB's
45% interest in the 10-property portfolio, principally located in
Beverly Hills, CA for a pro rata
investment of $161 million
- Continued to deepen relationships with best-in-class operators
including Avery Healthcare, Cogir Management Corporation ("Cogir"),
Kisco Senior Living, Legend Senior Living ("Legend"), Oakmont
Management Group, StoryPoint Senior Living ("StoryPoint") and
Retirement Unlimited, Inc. ("RUI"), in a further expansion of our
regional densification strategy
Capital Activity and Liquidity During the fourth
quarter, net debt to consolidated enterprise value improved to
20.9% at December 31, 2023 from
29.5% at December 31, 2022. During
the fourth quarter and subsequent to quarter end, we sourced
over $3 billion of attractively priced capital, including
debt, equity and proceeds from dispositions and loan payoffs to
fund accretive capital deployment opportunities and to further
strengthen our already robust liquidity profile. We reduced
our share of variable rate debt to 8.7% as of December 31, 2023 from 16.0% as of December 31, 2022.
Notable Investment Activity Completed During the
Quarter In the fourth quarter, we completed $3.0 billion of pro rata gross investments,
including $2.8 billion in
acquisitions and loan funding and $277
million in development funding. We opened 11 development
projects, including partial conversions and expansions, for an
aggregate pro rata investment amount of $335
million. Additionally, during the fourth quarter we
completed pro rata property dispositions and loan payoffs of
$43 million.
Cogir As previously disclosed, we continued to grow
our relationship with Cogir, closing on a portfolio of 12
best-in-class senior living communities in Quebec for a pro rata purchase price of
$885 million CAD. Cogir will continue
to manage the properties in a 95/5 joint venture.
Kayne Anderson Real Estate ("Kayne") Acquisition During the
fourth quarter, we acquired a portfolio of ten seniors housing
communities for a total purchase price of $469 million from Kayne. The portfolio, with an
average age of 11 years, was acquired at a material discount to
replacement cost.
Seniors Housing Operating Portfolio Acquisition During the
quarter, we expanded our relationship with StoryPoint, Legend and
RUI, through the acquisition of eight class-A seniors housing
communities from a joint venture between a global real estate
investment manager and global financial institution. The portfolio
carries an average age of less than four years and was acquired for
a total purchase price of $260
million, representing a substantial discount to estimated
replacement cost. The seniors housing communities will operate
under a RIDEA 4.0 contract and are expected to generate an
unlevered IRR in the low double digits.
Quality Senior Living ("QSL") In the fourth quarter, we
expanded our relationship with QSL through the acquisition of seven
properties in the Mid-Atlantic and Southeastern U.S. regions for a
total purchase price of $195
million.
Other Transactions Additionally during the fourth quarter,
we acquired properties totaling $968
million at our share across seniors housing, wellness
housing, outpatient medical and long-term/post-acute sectors
largely across granular, privately-negotiated, off-market
transactions.
Notable Investment Activity Completed During 2023
During 2023, we completed $5.9
billion of pro rata gross investments including $4.8 billion in acquisitions and loan funding and
$1.1 billion in development funding.
We converted development projects for an aggregate pro rata amount
of $908 million. Additionally, during
the year we completed pro rata dispositions and loan payoffs of
$893 million.
Revera Joint Venture As
previously disclosed, during the second quarter we entered into
definitive agreements to dissolve our existing Revera joint venture
relationship across the U.S., United
Kingdom and Canada. The
transactions include acquiring the remaining interests in 110
properties from Revera while simultaneously selling interests in 31
properties to Revera. During the second quarter, we closed the U.K.
portfolio portion of the transaction and during the third quarter
we closed the U.S. portfolio portion. We anticipate closing the
remainder of the real estate transaction and operator transitions
related to our Canadian portfolio during the first half of 2024
subject to customary closing conditions. The Canadian portfolio
consists of 85 properties in a joint venture owned 75% by us and
25% by Revera. As a part of the transaction, we intend to acquire
Revera's interest in 71 properties and sell our interests in the
remaining 14 properties. Operations for the 71 retained properties
have transitioned to new operators. The acquisition and
simultaneous dispositions are expected to be largely cash
neutral.
Announced Future Investment Activity
Chartwell As previously disclosed, we entered into a
mutually beneficial, definitive agreement to dissolve the existing
Chartwell joint venture relationship across 39 properties in
Canada. In conjunction with the
transaction, which is subject to customary closing conditions, we
will acquire the remaining interest in 23 high-quality seniors
housing properties from Chartwell and other joint venture partners
while simultaneously selling our interest in 16 properties to
Chartwell. Following the joint venture dissolution, certain
properties will be transitioned to Cogir with the remaining
properties transitioned to the Welltower/Cogir PLR platform.
Affinity Living Communities ("Affinity") Subsequent to
quarter end, we entered into a definitive agreement, which is
subject to customary closing conditions, to acquire a portfolio of
25 age-restricted active adult communities for $969 million through a privately negotiated,
off-market transaction. The highly-amenitized Affinity branded
portfolio encompasses nearly 3,900 units and is largely
concentrated in the Pacific Northwest, enabling us to strategically
scale the geographic reach of our Wellness Housing portfolio into
markets with a projected 5-year 55+ population growth more than 2.5
times higher than the U.S. average. The transaction is expected to
be funded through cash and the assumption of $523 million of below market rate debt with an
average interest rate of 3.8% and a nine-year weighted average
maturity. With the closing of this transaction, Welltower, as the
largest owner of moderately priced age-restricted and age-targeted
rental housing in the U.S., will significantly expand its market
leadership with a total of nearly 25,000 units.
Environmental, Social and Governance ("ESG") We
released our 2023 Green Bond Allocation report, highlighting the
full allocation of $1.04 billion of
net proceeds from the December 2019
and March 2022 green bond issuances
to eligible green building projects, including LEED, BREEAM and
ENERGY STAR certified properties.
Dividend On February 13, 2024, the Board of
Directors declared a cash dividend for the quarter ended
December 31, 2023 of $0.61 per share. This dividend, which will
be paid on March 7, 2024 to
stockholders of record as of February 23,
2024, will be our 211th consecutive quarterly cash dividend.
The declaration and payment of future quarterly dividends remains
subject to review and approval by the Board of Directors.
Outlook for 2024 We are introducing our 2024
earnings guidance and expect to report net income attributable to
common stockholders in a range of $1.21 to $1.37 per
diluted share and normalized FFO attributable to common
stockholders in a range of $3.94 to
$4.10 per diluted share. In preparing
our guidance, we have made the following assumptions:
- Same Store NOI: We expect average blended SSNOI growth of 8.25%
to 11.50%, which is comprised of the following components:
- Seniors Housing Operating approximately 15% to 21%
- Seniors Housing Triple-net approximately 2.5% to 4.0%
- Outpatient Medical approximately 2% to 3%
- Long-Term/Post-Acute Care approximately 2% to 3%
- Investments: Our earnings guidance includes only those
acquisitions announced or closed to date. Furthermore, no
transitions or restructures beyond those announced to date are
included.
- General and Administrative Expenses: We anticipate general and
administrative expenses to be approximately $195 million to $205
million and stock-based compensation expense to be
approximately $37 million.
- Development: We anticipate funding an additional $819 million of development in 2024 relating to
projects underway on December 31,
2023.
- Dispositions: We expect pro rata disposition proceeds of
$1.0 billion at a blended yield of
5.8% in the next twelve months. This includes approximately
$950 million of consideration from
expected property sales and $78
million of expected proceeds from loan repayments.
- Pandemic Relief Funds: Our 2024 earnings guidance does not
include the recognition of any pandemic relief funds which may be
received during the year. In 2023, we recognized approximately
$13 million at our share relating to
Provider Relief Funds and similar programs in the United Kingdom and Canada.
Our guidance does not include any additional investments,
dispositions or capital transactions beyond those we have
announced, nor any other expenses, impairments, unanticipated
additions to the loan loss reserve or other additional normalizing
items. Please see the Supplemental Reporting Measures section for
further discussion and our definition of normalized FFO and SSNOI
and Exhibit 3 for a reconciliation of the outlook for net income
available to common stockholders to normalized FFO attributable to
common stockholders. We will provide additional detail regarding
our 2024 outlook and assumptions on the fourth quarter 2023
conference call.
Conference Call Information We have scheduled a
conference call on Wednesday, February 14, 2024 at 9:00
a.m. Eastern Time to discuss our fourth quarter 2023 results,
industry trends and portfolio performance. Telephone access will be
available by dialing (888) 340-5024 or (646) 960-0135
(international). For those unable to listen to the call live,
a taped rebroadcast will be available beginning two hours after
completion of the call through February 21,
2024. To access the rebroadcast, dial (800) 770-2030 or
(647) 362-9199 (international). The conference ID number is
8230248. To participate in the webcast, log on to www.welltower.com
15 minutes before the call to download the necessary
software. Replays will be available for 90 days.
Supplemental Reporting Measures We believe that net
income and net income attributable to common stockholders ("NICS"),
as defined by U.S. generally accepted accounting principles ("U.S.
GAAP"), are the most appropriate earnings measurements. However, we
consider funds from operations ("FFO"), normalized FFO, net
operating income ("NOI"), same store NOI ("SSNOI"), revenue per
occupied room ("RevPOR"), same store RevPOR ("SS RevPOR"), expense
per occupied room ("ExpPOR"), same store ExpPOR ("SS ExpPOR"),
EBITDA and Adjusted EBITDA to be useful supplemental measures of
our operating performance. Excluding EBITDA and Adjusted EBITDA,
these supplemental measures are disclosed on our pro rata ownership
basis. Pro rata amounts are derived by reducing consolidated
amounts for minority partners' noncontrolling ownership interests
and adding our minority ownership share of unconsolidated amounts.
We do not control unconsolidated investments. While we consider pro
rata disclosures useful, they may not accurately depict the legal
and economic implications of our joint venture arrangements and
should be used with caution.
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 FFO
as a supplemental measure of operating performance for REITs that
excludes historical cost depreciation from net income. FFO
attributable to common stockholders, as defined by NAREIT, means
net income attributable to common stockholders, computed in
accordance with U.S. GAAP, excluding gains (or losses) from sales
of real estate and impairments of depreciable assets, plus real
estate depreciation and amortization, and after adjustments for
unconsolidated entities and noncontrolling
interests. Normalized FFO attributable to common stockholders
represents FFO attributable to common stockholders adjusted for
certain items detailed in Exhibit 2. We believe that
normalized FFO attributable to common stockholders is a useful
supplemental measure of operating performance because investors and
equity analysts may use this measure to compare the operating
performance of Welltower between periods or as compared to other
REITs or other companies on a consistent basis without having to
account for differences caused by unanticipated and/or incalculable
items.
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 properties. These
expenses include, but are not limited to, property-related payroll
and benefits, property management fees paid to managers, marketing,
housekeeping, food service, maintenance, utilities, property taxes
and insurance. General and administrative expenses represent
general overhead costs that are unrelated to property operations
and unallocable to the properties. These expenses include, but are
not limited to, payroll and benefits related to corporate
employees, professional services, office expenses and depreciation
of corporate fixed assets. SSNOI is used to evaluate the operating
performance of our properties using a consistent population which
controls for 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 relevant year-over-year
reporting periods. Acquisitions and development conversions are
included in the same store amounts five full quarters after
acquisition or being placed into service. Land parcels, loans and
sub-leases, as well as any properties sold or classified as held
for sale during the period, are excluded from the same store
amounts. Redeveloped properties (including major refurbishments of
a Seniors Housing Operating property where 20% or more of units are
simultaneously taken out of commission for 30 days or more or
Outpatient Medical properties undergoing a change in intended use)
are excluded from the same store amounts until five full quarters
post completion of the redevelopment. Properties undergoing
operator transitions and/or segment transitions are also excluded
from the same store amounts until five full quarters post
completion of the operator transition or segment transition. In
addition, properties significantly impacted by force majeure, acts
of God or other extraordinary adverse events are excluded from same
store amounts until five full quarters after the properties are
placed back into service. SSNOI excludes non-cash NOI and includes
adjustments to present consistent property ownership percentages
and to translate Canadian properties and UK properties using a
consistent exchange rate. Normalizers include adjustments that in
management's opinion are appropriate in considering SSNOI, a
supplemental, non-GAAP performance measure. None of these
adjustments, which may increase or decrease SSNOI, are reflected in
our financial statements prepared in accordance with U.S. GAAP.
Significant normalizers (defined as any that individually exceed
0.50% of SSNOI growth per property type) are separately disclosed
and explained. 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. No reconciliation of the forecasted range for
SSNOI on a combined basis or by property type is included in this
release because we are unable to quantify certain amounts that
would be required to be included in the comparable GAAP financial
measure without unreasonable efforts, and we believe such
reconciliation would imply a degree of precision that could be
confusing or misleading to investors.
RevPOR represents the average revenues generated per occupied
room per month and ExpPOR represents the average expenses per
occupied room per month at our Seniors Housing Operating
properties. These metrics are calculated as our pro rata version of
total resident fees and services revenues or property operating
expenses from the income statement, divided by average monthly
occupied room days. SS RevPOR and SS ExpPOR are used to evaluate
the RevPOR and ExpPOR performance of our properties under a
consistent population, which eliminates changes in the composition
of our portfolio. They are based on the same pool of properties
used for SSNOI and includes any revenue or expense normalizations
used for SSNOI. We use RevPOR, ExpPOR, SS RevPOR and SS ExpPOR to
evaluate the revenue-generating capacity and profit potential of
our Seniors Housing Operating portfolio independent of fluctuating
occupancy rates. They are also used in comparison against industry
and competitor statistics, if known, to evaluate the quality of our
Seniors Housing Operating portfolio.
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 restricted cash. We expect to maintain capitalization
ratios and coverage ratios sufficient to maintain a capital
structure consistent with our current profile. The ratios are based
on EBITDA and Adjusted EBITDA. EBITDA is defined as earnings (net
income per income statement) before interest expense, income taxes,
depreciation and amortization. Adjusted EBITDA is defined as EBITDA
excluding unconsolidated entities and including adjustments for
stock-based compensation expense, provision for loan losses,
gains/losses on extinguishment of debt, gains/losses/impairments on
properties, gains/losses on derivatives and financial instruments,
other expenses, other impairment charges and other adjustments
deemed appropriate in management's opinion. We believe that EBITDA
and Adjusted EBITDA, along with net income, are important
supplemental measures because they provide additional information
to assess and evaluate the performance of our operations. Our
leverage ratios include net debt to Adjusted EBITDA. Net debt is
defined as total long-term debt, excluding operating lease
liabilities, less cash and cash equivalents and restricted cash.
Consolidated enterprise value represents the sum of net debt, the
fair market value of our common stock and noncontrolling
interests.
Our supplemental reporting measures and similarly entitled
financial measures are widely used by investors, equity and debt
analysts and ratings agencies in the valuation, comparison, rating
and investment recommendations of companies. Our management uses
these financial measures to facilitate internal and external
comparisons to historical operating results and in making operating
decisions. Additionally, they are utilized by the Board of
Directors to evaluate management. The supplemental reporting
measures do not 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 reporting measures, as
defined by us, may not be comparable to similarly entitled items
reported by other real estate investment trusts or other
companies. Please see the exhibits for reconciliations of
supplemental reporting measures and the supplemental information
package for the quarter ended December 31,
2023, which is available on Welltower's website
(www.welltower.com), for information and reconciliations of
additional supplemental reporting measures.
About Welltower Welltower Inc. (NYSE:WELL), a real estate
investment trust ("REIT") and S&P 500 company headquartered in
Toledo, Ohio, is driving the
transformation of health care infrastructure. Welltower invests
with leading seniors housing operators, post-acute providers and
health systems to fund the real estate infrastructure needed to
scale innovative care delivery models and improve people's wellness
and overall health care experience. Welltower owns interests
in properties concentrated in major, high-growth markets in
the United States, Canada and the United Kingdom, consisting of seniors housing
and post-acute communities and outpatient medical properties. More
information is available at www.welltower.com. 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 press release, and our web
address is included as an inactive textual reference only.
Forward-Looking Statements and Risk Factors This
press release contains "forward-looking statements" as defined in
the Private Securities Litigation Reform Act of 1995. When
Welltower uses words such as "may," "will," "intend," "should,"
"believe," "expect," "anticipate," "project," "pro forma,"
"estimate" or similar expressions that do not relate solely to
historical matters, Welltower is making forward-looking statements.
Forward-looking statements are not guarantees of future performance
and involve risks and uncertainties that may cause Welltower's
actual results to differ materially from Welltower's 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;
Welltower's ability to transition or sell properties with
profitable results; the failure to make new investments or
acquisitions as and when anticipated; natural disasters, health
emergencies (such as the COVID-19 pandemic) and other acts of God
affecting Welltower's properties; Welltower's ability to re-lease
space at similar rates as vacancies occur; Welltower's 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 Welltower's properties; changes in
rules or practices governing Welltower's financial reporting; the
movement of U.S. and foreign currency exchange rates; Welltower's
ability to maintain its qualification as a REIT; key management
personnel recruitment and retention; and other risks described in
Welltower's reports filed from time to time with the SEC. Welltower
undertakes no obligation to update or revise publicly any
forward-looking statements, whether because of new information,
future events or otherwise, or to update the reasons why actual
results could differ from those projected in any forward-looking
statements.
Welltower
Inc.
Financial
Exhibits
|
|
Consolidated Balance
Sheets (unaudited)
|
(in
thousands)
|
|
|
December 31,
|
|
|
2023
|
|
2022
|
Assets
|
|
|
|
|
Real estate
investments:
|
|
|
|
|
Land and land
improvements
|
|
$
4,697,824
|
|
$
4,249,834
|
Buildings and
improvements
|
|
37,796,553
|
|
33,651,336
|
Acquired lease
intangibles
|
|
2,166,470
|
|
1,945,458
|
Real property held for
sale, net of accumulated depreciation
|
|
372,883
|
|
133,058
|
Construction in
progress
|
|
1,304,441
|
|
1,021,080
|
Less accumulated
depreciation and intangible amortization
|
|
(9,274,814)
|
|
(8,075,733)
|
Net real property
owned
|
|
37,063,357
|
|
32,925,033
|
Right of use assets,
net
|
|
350,969
|
|
323,942
|
Real estate loans
receivable, net of credit allowance
|
|
1,361,587
|
|
890,844
|
Net real estate
investments
|
|
38,775,913
|
|
34,139,819
|
Other
assets:
|
|
|
|
|
Investments in
unconsolidated entities
|
|
1,636,531
|
|
1,499,790
|
Goodwill
|
|
68,321
|
|
68,321
|
Cash and cash
equivalents
|
|
1,993,646
|
|
631,681
|
Restricted
cash
|
|
82,437
|
|
90,611
|
Straight-line rent
receivable
|
|
443,800
|
|
322,173
|
Receivables and other
assets
|
|
1,011,518
|
|
1,140,838
|
Total other
assets
|
|
5,236,253
|
|
3,753,414
|
Total
assets
|
|
$
44,012,166
|
|
$
37,893,233
|
|
|
|
|
|
Liabilities and
equity
|
|
|
|
|
Liabilities:
|
|
|
|
|
Unsecured credit
facility and commercial paper
|
|
$
—
|
|
$
—
|
Senior unsecured
notes
|
|
13,552,222
|
|
12,437,273
|
Secured
debt
|
|
2,183,327
|
|
2,110,815
|
Lease
liabilities
|
|
383,230
|
|
415,824
|
Accrued expenses and
other liabilities
|
|
1,521,660
|
|
1,535,325
|
Total
liabilities
|
|
17,640,439
|
|
16,499,237
|
Redeemable
noncontrolling interests
|
|
290,605
|
|
384,443
|
Equity:
|
|
|
|
|
Common
stock
|
|
565,894
|
|
491,919
|
Capital in excess of
par value
|
|
32,741,949
|
|
26,742,750
|
Treasury
stock
|
|
(111,578)
|
|
(111,001)
|
Cumulative net
income
|
|
9,145,044
|
|
8,804,950
|
Cumulative
dividends
|
|
(16,773,773)
|
|
(15,514,097)
|
Accumulated other
comprehensive income
|
|
(163,160)
|
|
(119,707)
|
Total Welltower Inc.
stockholders' equity
|
|
25,404,376
|
|
20,294,814
|
Noncontrolling
interests
|
|
676,746
|
|
714,739
|
Total
equity
|
|
26,081,122
|
|
21,009,553
|
Total liabilities
and equity
|
|
$
44,012,166
|
|
$
37,893,233
|
Consolidated
Statements of Income (unaudited)
|
|
|
|
|
(in thousands,
except per share data)
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
Twelve Months
Ended
|
|
|
|
|
December 31,
|
|
December 31,
|
|
|
|
|
2023
|
|
2022
|
|
2023
|
|
2022
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
Resident fees and
services
|
|
$
1,262,862
|
|
$
1,100,671
|
|
$
4,753,804
|
|
$
4,173,711
|
|
|
Rental
income
|
|
404,068
|
|
372,002
|
|
1,556,073
|
|
1,451,786
|
|
|
Interest
income
|
|
51,019
|
|
36,646
|
|
168,354
|
|
150,571
|
|
|
Other income
|
|
31,826
|
|
9,212
|
|
159,764
|
|
84,547
|
|
|
Total
revenues
|
|
1,749,775
|
|
1,518,531
|
|
6,637,995
|
|
5,860,615
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
Property operating
expenses
|
|
1,036,078
|
|
938,838
|
|
3,947,776
|
|
3,558,770
|
|
|
Depreciation and
amortization
|
|
380,730
|
|
342,286
|
|
1,401,101
|
|
1,310,368
|
|
|
Interest
expense
|
|
154,574
|
|
140,391
|
|
607,846
|
|
529,519
|
|
|
General and
administrative expenses
|
|
44,327
|
|
41,319
|
|
179,091
|
|
150,390
|
|
|
Loss (gain) on
derivatives and financial instruments, net
|
|
(7,215)
|
|
258
|
|
(2,120)
|
|
8,334
|
|
|
Loss (gain) on
extinguishment of debt, net
|
|
—
|
|
87
|
|
7
|
|
680
|
|
|
Provision for loan
losses, net
|
|
2,517
|
|
10,469
|
|
9,809
|
|
10,320
|
|
|
Impairment of
assets
|
|
14,994
|
|
13,146
|
|
36,097
|
|
17,502
|
|
|
Other
expenses
|
|
36,307
|
|
24,954
|
|
108,341
|
|
101,670
|
|
|
Total
expenses
|
|
1,662,312
|
|
1,511,748
|
|
6,287,948
|
|
5,687,553
|
Income (loss) from
continuing operations before income taxes
|
|
|
|
|
|
|
|
|
|
|
and other
items
|
|
87,463
|
|
6,783
|
|
350,047
|
|
173,062
|
Income tax (expense)
benefit
|
|
4,768
|
|
4,088
|
|
(6,364)
|
|
(7,247)
|
Income (loss) from
unconsolidated entities
|
|
(2,008)
|
|
(4,650)
|
|
(53,442)
|
|
(21,290)
|
Gain (loss) on real
estate dispositions, net
|
|
(1,783)
|
|
(4,423)
|
|
67,898
|
|
16,043
|
Income (loss) from
continuing operations
|
|
88,440
|
|
1,798
|
|
358,139
|
|
160,568
|
|
|
|
|
|
|
|
|
|
Net income
(loss)
|
|
88,440
|
|
1,798
|
|
358,139
|
|
160,568
|
Less:
|
|
Net income (loss)
attributable to noncontrolling interests (1)
|
|
4,529
|
|
5,526
|
|
18,045
|
|
19,354
|
Net income (loss)
attributable to common stockholders
|
|
$
83,911
|
|
$
(3,728)
|
|
$
340,094
|
|
$
141,214
|
Average number of
common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
548,892
|
|
483,305
|
|
515,629
|
|
462,185
|
|
|
Diluted
|
|
552,380
|
|
483,305
|
|
518,701
|
|
465,158
|
Net income (loss)
attributable to common stockholders per share:
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
0.15
|
|
$
(0.01)
|
|
$
0.66
|
|
$
0.31
|
|
|
Diluted(2)
|
|
$
0.15
|
|
$
(0.01)
|
|
$
0.66
|
|
$
0.30
|
Common dividends per
share
|
|
$
0.61
|
|
$
0.61
|
|
$
2.44
|
|
$
2.44
|
|
|
|
|
|
|
|
|
|
|
|
(1) Includes
amounts attributable to redeemable noncontrolling
interests.
|
(2) Includes
adjustment to the numerator for income (loss) attributable to OP
Units and DownREIT Units.
|
FFO
Reconciliations
|
|
|
|
|
|
|
|
Exhibit
1
|
|
(in thousands,
except per share data)
|
|
Three Months
Ended
|
|
Twelve Months
Ended
|
|
|
|
|
|
|
December 31,
|
|
December 31,
|
|
|
|
|
|
|
2023
|
|
2022
|
|
2023
|
|
2022
|
|
Net income (loss)
attributable to common stockholders
|
|
$
83,911
|
|
$
(3,728)
|
|
$ 340,094
|
|
$ 141,214
|
|
Depreciation and
amortization
|
|
380,730
|
|
342,286
|
|
1,401,101
|
|
1,310,368
|
|
Impairments and losses
(gains) on real estate dispositions, net
|
|
16,777
|
|
17,569
|
|
(31,801)
|
|
1,459
|
|
Noncontrolling
interests(1)
|
|
(11,436)
|
|
(13,989)
|
|
(46,393)
|
|
(56,529)
|
|
Unconsolidated
entities(2)
|
|
21,877
|
|
15,847
|
|
100,226
|
|
81,560
|
|
NAREIT FFO attributable
to common stockholders
|
|
491,859
|
|
357,985
|
|
1,763,227
|
|
1,478,072
|
|
Normalizing items,
net(3)
|
|
37,760
|
|
46,247
|
|
122,317
|
|
80,198
|
|
Normalized FFO
attributable to common stockholders
|
|
$ 529,619
|
|
$ 404,232
|
|
$
1,885,544
|
|
$
1,558,270
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average diluted common
shares outstanding
|
|
|
|
|
|
|
|
|
|
|
For net income (loss)
purposes
|
|
552,380
|
|
483,305
|
|
518,701
|
|
465,158
|
|
|
For FFO
purposes
|
|
552,380
|
|
486,419
|
|
518,701
|
|
465,158
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per diluted share data
attributable to common stockholders:
|
|
|
|
|
|
|
|
|
|
|
Net income
(loss)(4)
|
|
$
0.15
|
|
$
(0.01)
|
|
$
0.66
|
|
$
0.30
|
|
|
NAREIT FFO
|
|
$
0.89
|
|
$
0.74
|
|
$
3.40
|
|
$
3.18
|
|
|
Normalized
FFO
|
|
$
0.96
|
|
$
0.83
|
|
$
3.64
|
|
$
3.35
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Normalized FFO Payout
Ratio:
|
|
|
|
|
|
|
|
|
|
|
Dividends per common
share
|
|
$
0.61
|
|
$
0.61
|
|
$
2.44
|
|
$
2.44
|
|
|
Normalized FFO
attributable to common stockholders per share
|
|
$
0.96
|
|
$
0.83
|
|
$
3.64
|
|
$
3.35
|
|
|
|
Normalized FFO payout
ratio
|
|
64 %
|
|
73 %
|
|
67 %
|
|
73 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
items:(5)
|
|
|
|
|
|
|
|
|
|
Net straight-line rent
and above/below market rent amortization(6)
|
|
$
(39,296)
|
|
$
(26,539)
|
|
$
(135,356)
|
|
$
(106,496)
|
|
Non-cash interest
expenses(7)
|
|
7,609
|
|
6,167
|
|
27,252
|
|
21,805
|
|
Recurring cap-ex,
tenant improvements, and lease commissions
|
|
(71,726)
|
|
(62,122)
|
|
(199,359)
|
|
(179,133)
|
|
Stock-based
compensation
|
|
8,418
|
|
6,569
|
|
36,611
|
|
26,027
|
|
|
|
(1) Represents
noncontrolling interests' share of net FFO adjustments.
|
|
(2) Represents
Welltower's share of net FFO adjustments from unconsolidated
entities.
|
|
(3) See Exhibit
2.
|
|
(4) Includes adjustment
to the numerator for income (loss) attributable to OP Units and
DownREIT Units.
|
|
(5) Amounts presented
net of noncontrolling interests' share and including Welltower's
share of unconsolidated entities.
|
|
(6) Excludes normalized
other impairment (see Exhibit 2).
|
|
(7) Excludes normalized
foreign currency loss (gain) (see Exhibit 2).
|
|
|
|
Normalizing
Items
|
|
|
|
Exhibit
2
|
|
(in thousands,
except per share data)
|
|
Three Months
Ended
|
|
Twelve Months
Ended
|
|
|
|
December 31,
|
|
December 31,
|
|
|
|
2023
|
|
2022
|
|
2023
|
|
2022
|
|
Loss (gain) on
derivatives and financial instruments, net
|
|
$ (7,215)
|
(1)
|
$
258
|
|
$ (2,120)
|
|
$
8,334
|
|
Loss (gain) on
extinguishment of debt, net
|
|
—
|
|
87
|
|
7
|
|
680
|
|
Provision for loan
losses, net
|
|
2,517
|
(2)
|
10,469
|
|
9,809
|
|
10,320
|
|
Income tax
benefits
|
|
(6,731)
|
(3)
|
(6,784)
|
|
(6,977)
|
|
(6,784)
|
|
Other
impairment
|
|
4,333
|
(4)
|
—
|
|
16,642
|
|
(620)
|
|
Other
expenses
|
|
36,307
|
(5)
|
24,954
|
|
108,341
|
|
101,670
|
|
Leasehold interest
termination
|
|
—
|
|
—
|
|
(65,485)
|
|
(64,854)
|
|
Casualty losses, net of
recoveries
|
|
1,038
|
(6)
|
7,377
|
|
10,107
|
|
10,391
|
|
Foreign currency loss
(gain)
|
|
(1,139)
|
(7)
|
(1,090)
|
|
(1,629)
|
|
2,787
|
|
Normalizing items
attributable to noncontrolling interests and unconsolidated
entities, net
|
|
8,650
|
(8)
|
10,976
|
|
53,622
|
|
18,274
|
|
Net normalizing
items
|
|
$ 37,760
|
|
$ 46,247
|
|
$
122,317
|
|
$ 80,198
|
|
|
|
|
|
|
|
|
|
|
|
Average diluted common
shares outstanding
|
|
552,380
|
|
486,419
|
|
518,701
|
|
465,158
|
|
Net normalizing items
per diluted share
|
|
$
0.07
|
|
$
0.10
|
|
$
0.24
|
|
$
0.17
|
|
|
|
|
|
|
|
|
|
|
|
(1) Primarily related
to mark-to-market of the equity warrants received as part of the
Safanad/HC-One transactions.
|
|
(2) Primarily related
to reserves for loan losses under the current expected credit
losses accounting standard.
|
|
(3) Primarily related
to the release of valuation allowances.
|
|
(4) Represents the
write off of straight-line rent receivable balances relating to
leases placed on cash recognition.
|
|
(5) Primarily related
to non-capitalizable transaction costs and expenses associated with
operator transitions.
|
|
(6) Primarily relates
to casualty losses net of any insurance recoveries.
|
|
(7) Primarily relates
to foreign currency gains and losses related to accrued interest on
intercompany loans and third party debt denominated in a foreign
currency.
|
|
(8) Primarily related
to hypothetical liquidation at book value adjustments related to in
substance real estate investments.
|
|
Outlook
Reconciliation: Year Ending December 31, 2024
|
Exhibit
3
|
|
(in millions, except
per share data)
|
|
Current
Outlook
|
|
|
|
Low
|
|
High
|
|
FFO
Reconciliation:
|
|
|
|
|
Net income attributable
to common stockholders
|
$
694
|
|
$
785
|
|
Impairments and losses
(gains) on real estate dispositions, net(1,2)
|
(78)
|
|
(78)
|
|
Depreciation and
amortization(1)
|
1,636
|
|
1,636
|
|
NAREIT FFO and
Normalized FFO attributable to common stockholders
|
2,252
|
|
2,343
|
|
|
|
|
|
|
|
Diluted per share data
attributable to common stockholders:
|
|
|
|
|
Net income
|
$
1.21
|
|
$
1.37
|
|
NAREIT FFO and
Normalized FFO
|
$
3.94
|
|
$
4.10
|
|
|
|
|
|
|
|
Other
items:(1)
|
|
|
|
|
Net straight-line rent
and above/below market rent amortization
|
$
(138)
|
|
$
(138)
|
|
Non-cash interest
expenses
|
36
|
|
36
|
|
Recurring cap-ex,
tenant improvements, and lease commissions
|
(226)
|
|
(226)
|
|
Stock-based
compensation
|
39
|
|
39
|
|
|
|
|
(1) Amounts presented
net of noncontrolling interests' share and Welltower's share of
unconsolidated entities.
|
|
(2) Includes estimated
gains on projected dispositions.
|
|
SSNOI
Reconciliations
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit
4
|
|
(in
thousands)
|
Three Months
Ended
|
|
|
|
|
March
31,
|
|
June
30,
|
|
September
30,
|
|
December
31,
|
|
|
|
|
2023
|
|
2022
|
|
2023
|
|
2022
|
|
2023
|
|
2022
|
|
2023
|
|
2022
|
|
Net income
(loss)
|
$
28,635
|
|
$ 65,751
|
|
$ 106,342
|
|
$ 95,672
|
|
$ 134,722
|
|
$
(2,653)
|
|
$
88,440
|
|
$
1,798
|
|
Loss (gain) on real
estate dispositions, net
|
(747)
|
|
(22,934)
|
|
2,168
|
|
3,532
|
|
(71,102)
|
|
(1,064)
|
|
1,783
|
|
4,423
|
|
Loss (income) from
unconsolidated entities
|
7,071
|
|
2,884
|
|
40,332
|
|
7,058
|
|
4,031
|
|
6,698
|
|
2,008
|
|
4,650
|
|
Income tax expense
(benefit)
|
3,045
|
|
5,013
|
|
3,503
|
|
3,065
|
|
4,584
|
|
3,257
|
|
(4,768)
|
|
(4,088)
|
|
Other
expenses
|
22,745
|
|
26,069
|
|
11,069
|
|
35,166
|
|
38,220
|
|
15,481
|
|
36,307
|
|
24,954
|
|
Impairment of
assets
|
12,629
|
|
—
|
|
1,086
|
|
—
|
|
7,388
|
|
4,356
|
|
14,994
|
|
13,146
|
|
Provision for loan
losses, net
|
777
|
|
(804)
|
|
2,456
|
|
165
|
|
4,059
|
|
490
|
|
2,517
|
|
10,469
|
|
Loss (gain) on
extinguishment of debt, net
|
5
|
|
(12)
|
|
1
|
|
603
|
|
1
|
|
2
|
|
—
|
|
87
|
|
Loss (gain) on
derivatives and financial instruments, net
|
930
|
|
2,578
|
|
1,280
|
|
(1,407)
|
|
2,885
|
|
6,905
|
|
(7,215)
|
|
258
|
|
General and
administrative expenses
|
44,371
|
|
37,706
|
|
44,287
|
|
36,554
|
|
46,106
|
|
34,811
|
|
44,327
|
|
41,319
|
|
Depreciation and
amortization
|
339,112
|
|
304,088
|
|
341,945
|
|
310,295
|
|
339,314
|
|
353,699
|
|
380,730
|
|
342,286
|
|
Interest
expense
|
144,403
|
|
121,696
|
|
152,337
|
|
127,750
|
|
156,532
|
|
139,682
|
|
154,574
|
|
140,391
|
|
Consolidated
NOI
|
602,976
|
|
542,035
|
|
706,806
|
|
618,453
|
|
666,740
|
|
561,664
|
|
713,697
|
|
579,693
|
|
NOI attributable to
unconsolidated investments(1)
|
26,354
|
|
20,142
|
|
25,150
|
|
23,648
|
|
29,488
|
|
27,374
|
|
30,785
|
|
24,950
|
|
NOI attributable to
noncontrolling interests(2)
|
(25,057)
|
|
(34,999)
|
|
(24,262)
|
|
(82,804)
|
|
(22,838)
|
|
(27,236)
|
|
(22,402)
|
|
(27,523)
|
|
Pro rata NOI
|
604,273
|
|
527,178
|
|
707,694
|
|
559,297
|
|
673,390
|
|
561,802
|
|
722,080
|
|
577,120
|
|
|
Non-cash NOI
attributable to same store properties
|
(19,694)
|
|
(13,669)
|
|
(15,671)
|
|
(18,162)
|
|
(14,036)
|
|
(16,045)
|
|
(10,999)
|
|
(17,233)
|
|
|
NOI attributable to
non-same store properties
|
(144,558)
|
|
(106,506)
|
|
(242,710)
|
|
(133,593)
|
|
(190,461)
|
|
(134,532)
|
|
(243,171)
|
|
(148,387)
|
|
|
Currency and
ownership(3)
|
(576)
|
|
(4,787)
|
|
(1,738)
|
|
(1,713)
|
|
(1,513)
|
|
2,746
|
|
(992)
|
|
4,456
|
|
|
Other
adjustments(4)
|
4,558
|
|
(2,123)
|
|
(3,378)
|
|
(11,603)
|
|
(1,489)
|
|
(5,758)
|
|
458
|
|
(362)
|
|
Same Store NOI
(SSNOI)
|
$ 444,003
|
|
$
400,093
|
|
$ 444,197
|
|
$
394,226
|
|
$ 465,891
|
|
$
408,213
|
|
$ 467,376
|
|
$ 415,594
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Seniors Housing
Operating
|
$ 216,304
|
|
$
175,325
|
|
$ 217,863
|
|
$
175,416
|
|
$ 238,882
|
|
$
189,440
|
|
$ 237,948
|
|
$ 192,324
|
|
Seniors Housing
Triple-net
|
94,408
|
|
94,203
|
|
93,575
|
|
90,740
|
|
89,929
|
|
86,573
|
|
90,599
|
|
88,689
|
|
Outpatient
Medical
|
109,983
|
|
108,201
|
|
113,097
|
|
109,547
|
|
117,217
|
|
113,344
|
|
118,912
|
|
115,643
|
|
Long-Term/Post-Acute
Care
|
23,308
|
|
22,364
|
|
19,662
|
|
18,523
|
|
19,863
|
|
18,856
|
|
19,917
|
|
18,938
|
|
|
Total SSNOI
|
|
$ 444,003
|
|
$
400,093
|
|
$ 444,197
|
|
$
394,226
|
|
$ 465,891
|
|
$
408,213
|
|
$ 467,376
|
|
$ 415,594
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
Seniors Housing
Operating
|
23.4 %
|
|
|
|
24.2 %
|
|
|
|
26.1 %
|
|
|
|
23.7 %
|
|
24.4 %
|
|
Seniors Housing
Triple-net
|
0.2 %
|
|
|
|
3.1 %
|
|
|
|
3.9 %
|
|
|
|
2.2 %
|
|
2.4 %
|
|
Outpatient
Medical
|
1.6 %
|
|
|
|
3.2 %
|
|
|
|
3.4 %
|
|
|
|
2.8 %
|
|
2.8 %
|
|
Long-Term/Post-Acute
Care
|
4.2 %
|
|
|
|
6.1 %
|
|
|
|
5.3 %
|
|
|
|
5.2 %
|
|
5.2 %
|
|
|
Total SSNOI
growth
|
|
11.0 %
|
|
|
|
12.7 %
|
|
|
|
14.1 %
|
|
|
|
12.5 %
|
|
12.6 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note:
|
(1) Represents
Welltower's interests in joint ventures where Welltower is the
minority partner.
|
|
|
(2) Represents minority
partners' interests in joint ventures where Welltower is the
majority partner.
|
|
|
(3) Includes
adjustments to reflect consistent property ownership percentages
and foreign currency exchange rates for properties in the U.K. and
Canada.
|
|
|
(4) Includes other
adjustments described in the accompanying Supplements.
|
Net Debt to Adjusted
EBITDA Reconciliation
|
|
|
|
Exhibit
5
|
|
(in
thousands)
|
|
Three Months
Ended
|
|
|
|
|
|
|
December 31,
2023
|
|
December 31,
2022
|
|
Net income
(loss)
|
|
$
88,440
|
|
$
1,798
|
|
Interest
expense
|
|
154,574
|
|
140,391
|
|
Income tax expense
(benefit)
|
|
(4,768)
|
|
(4,088)
|
|
Depreciation and
amortization
|
|
380,730
|
|
342,286
|
|
EBITDA
|
|
618,976
|
|
480,387
|
|
Loss (income) from
unconsolidated entities
|
|
2,008
|
|
4,650
|
|
Stock-based
compensation
|
|
8,418
|
|
6,569
|
|
Loss (gain) on
extinguishment of debt, net
|
|
—
|
|
87
|
|
Loss (gain) on real
estate dispositions, net
|
|
1,783
|
|
4,423
|
|
Impairment of
assets
|
|
14,994
|
|
13,146
|
|
Provision for loan
losses, net
|
|
2,517
|
|
10,469
|
|
Loss (gain) on
derivatives and financial instruments, net
|
|
(7,215)
|
|
258
|
|
Other
expenses
|
|
36,307
|
|
24,954
|
|
Casualty losses, net of
recoveries
|
|
1,038
|
|
7,377
|
|
Other
impairment(1)
|
|
4,333
|
|
—
|
|
Adjusted
EBITDA
|
|
$
683,159
|
|
$
552,320
|
|
|
|
|
|
|
|
Total
debt(2)
|
|
$
15,815,226
|
|
$
14,661,552
|
|
Cash and cash
equivalents and restricted cash
|
|
(2,076,083)
|
|
(722,292)
|
|
Net debt
|
|
$
13,739,143
|
|
$
13,939,260
|
|
|
|
|
|
|
|
Adjusted EBITDA
annualized
|
|
$
2,732,636
|
|
$
2,209,280
|
|
Net debt to Adjusted
EBITDA ratio
|
|
5.03 x
|
|
6.31 x
|
|
|
|
|
|
|
|
|
(1) Represents
the write off of straight-line rent receivable balances for leases
placed on cash recognition.
|
|
(2) Amounts include
unamortized premiums/discounts, other fair value adjustments and
financing lease liabilities. Excludes operating lease liabilities
related to ASC 842 of $303,553,000 and $302,360,000 for the three
months ended December 31, 2023 and 2022, respectively.
|
|
|
|
|
|
|
|
|
|
|
Net Debt to
Consolidated Enterprise Value
|
|
|
|
Exhibit
6
|
|
(in thousands,
except share price)
|
|
|
|
|
|
|
December 31,
2023
|
|
December 31,
2022
|
|
Common shares
outstanding
|
|
564,241
|
|
490,509
|
|
Period end share
price
|
|
$
90.17
|
|
$
65.55
|
|
Common equity market
capitalization
|
|
$
50,877,611
|
|
$
32,152,865
|
|
|
|
|
|
|
|
Net debt
|
|
$
13,739,143
|
|
$
13,939,260
|
|
|
|
|
|
|
|
|
Noncontrolling
interests(1)
|
|
967,351
|
|
1,099,182
|
|
Consolidated enterprise
value
|
|
$
65,584,105
|
|
$
47,191,307
|
|
Net debt to
consolidated enterprise value
|
|
20.9 %
|
|
29.5 %
|
|
|
|
|
|
|
|
|
(1) Includes amounts
attributable to both redeemable noncontrolling interests and
noncontrolling interests as reflected on our consolidated balance
sheets.
|
|
|
|
|
|
|
|
|
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SOURCE Welltower Inc.