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Dispositions of Real Estate and Discontinued Operations | 12 Months Ended
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Dec. 31, 2021
Discontinued Operations and Disposal Groups [Abstract] |
Dispositions of Real Estate and Discontinued Operations | Dispositions of Real Estate and Discontinued Operations 2021 Dispositions of Real Estate Sunrise Senior Housing Portfolio In January 2021, the Company sold a portfolio of 32 SHOP assets (the “Sunrise Senior Housing Portfolio”) for $664 million, resulting in an immaterial loss on sale, which is recognized in income (loss) from discontinued operations, and provided the buyer with: (i) financing of $410 million (see Note 8) and (ii) a commitment to finance up to $92 million of additional debt for capital expenditures. The commitment to finance additional debt for capital expenditures was subsequently reduced to $56 million during June 2021, $0.4 million of which had been funded as of December 31, 2021 (see Note 8). Upon completion of the license transfer process in June 2021, the Company sold the two remaining Sunrise senior housing triple-net assets for $80 million, resulting in a gain on sale of $22 million, which is recognized in income (loss) from discontinued operations. Brookdale Triple-Net Portfolio In January 2021, the Company sold 24 senior housing assets in a triple-net lease with Brookdale for $510 million, resulting in total gain on sale of $169 million, which is recognized in income (loss) from discontinued operations. Additional SHOP Portfolio In January 2021, the Company sold a portfolio of 16 SHOP assets for $230 million, resulting in total gain on sale of $59 million, which is recognized in income (loss) from discontinued operations. The Company provided the buyer with financing of $150 million (see Note 8). HRA Triple-Net Portfolio In February 2021, the Company sold eight senior housing assets in a triple-net lease with Harbor Retirement Associates for $132 million, resulting in total gain on sale of $33 million, which is recognized in income (loss) from discontinued operations. Oakmont SHOP Portfolio In April 2021, the Company sold a portfolio of 12 SHOP assets for $564 million. In conjunction with the sale, mortgage debt held on two properties with a carrying value of $64 million was repaid and the remaining mortgage debt held on four properties with a carrying value of $107 million was assumed by the buyer. The transaction resulted in total gain on sale of $80 million, which is recognized in income (loss) from discontinued operations. Discovery SHOP Portfolio In April 2021, the Company sold a portfolio of 10 SHOP assets for $334 million, resulting in total gain on sale of $9 million, which is recognized in income (loss) from discontinued operations. Also included in this transaction was the sale of two mezzanine loans and two preferred equity investments for $21 million, resulting in no gain or loss on sale of the investments (collectively, “the Discovery SHOP Portfolio”). Sonata SHOP Portfolio In April 2021, the Compa ny sold a portfolio of five SHOP assets for $64 million, resulting in total gain on sale of $3 million, which is recognized in income (loss) from discontinued operations. SLC SHOP Portfolio In May 2021, the Company sold seven SHOP assets for $113 million and repaid $70 million of mortgage debt that was held on six of the assets, resulting in total gain on sale of $1 million, which is recognized in income (loss) from discontinued operations. Hoag Hospital In May 2021, the Company sold one hospital for $226 million through the exercise of a purchase option by a tenant, resulting in gain on sale of $172 million. 2021 Other Dispositions In addition to the portfolio and individual sales discussed above, during the year ended December 31, 2021, the Company sold the following: (i) 15 SHOP assets for $169 million, (ii) 7 senior housing triple-net assets for $24 million, and (iii) 10 MOBs and a portion of 1 MOB land parcel for $68 million, resulting in total gain on sales of $58 million ($39 million of which is recognized in income (loss) from discontinued operations). In conjunction with one of the SHOP asset sales, mortgage debt held on the property with a carrying value of $36 million was assumed by the buyer. Other Subsequent Dispositions In January 2022, the Company sold one life science facility in Utah for $14 million. 2020 Dispositions of Real Estate Aegis NNN Portfolio In December 2020, the Company sold 10 senior housing triple-net assets (the “Aegis NNN Portfolio”) for $358 million and repaid $6 million of variable rate secured mortgage debt held on one asset, resulting in total gain on sale of $228 million, which is recognized in income (loss) from discontinued operations. Atria SHOP Portfolio In December 2020, the Company sold 12 SHOP assets (the “Atria SHOP Portfolio”) for $312 million, resulting in total gain on sale of $39 million, which is recognized in income (loss) from discontinued operations. The Company provided the buyer with financing of $61 million on four of the assets sold (see Note 8). 2020 Other Dispositions In addition to the portfolio sales discussed above, during the year ended December 31, 2020, the Company sold the following: (i) 23 SHOP assets for $190 million, (ii) 21 senior housing triple-net assets for $428 million (inclusive of the 18 facilities sold to Brookdale under the 2019 MTCA - see Note 3), (iii) 11 MOBs for $136 million (inclusive of the exercise of a purchase option by a tenant to acquire 3 MOBs in San Diego, California), (iv) 2 MOB land parcels for $3 million, and (v) 1 asset from other non-reportable segments for $1 million, resulting in total gain on sales of $283 million ($193 million of which is recognized in income (loss) from discontinued operations). 2019 Dispositions of Real Estate During the year ended December 31, 2019, the Company sold the following: (i) 18 SHOP assets for $181 million, (ii) 2 senior housing triple-net assets for $26 million, (iii) 11 MOBs for $28 million, (vi) 1 life science asset for $7 million, (v) 1 undeveloped life science land parcel for $35 million, and (vi) 1 facility from the other non-reportable segment for $15 million, resulting in total gain on sales of $30 million ($23 million of which is reported in income (loss) from discontinued operations). Held for Sale and Discontinued Operations During 2020, the Company established and began executing a plan to dispose of its senior housing triple-net and SHOP properties. As of December 31, 2020, the Company concluded that the planned dispositions represented a strategic shift that had and will have a major effect on the Company’s operations and financial results. Therefore, senior housing triple-net and SHOP assets meeting the held for sale criteria are classified as discontinued operations in all periods presented herein. In September 2021, the Company successfully completed the disposition of the remaining senior housing triple-net and SHOP properties. The following summarizes the assets and liabilities classified as discontinued operations at December 31, 2021 and 2020, which are included in assets held for sale and discontinued operations, net and liabilities related to assets held for sale and discontinued operations, net, respectively, on the Consolidated Balance Sheets (in thousands):
| December 31,
| 2021 |  | 2020
ASSETS |  |  |
Real estate: |  |  |
Buildings and improvements | $ | — |  |  | $ | 2,553,254 |
Development costs and construction in progress | — |  |  | 21,509 |
Land | — |  |  | 355,803 |
Accumulated depreciation and amortization | — |  |  | (615,708) |
Net real estate | — |  |  | 2,314,858 |
Investments in and advances to unconsolidated joint ventures | — |  |  | 5,842 |
Accounts receivable, net of allowance of $4,138 and $5,873 | 2,446 |  |  | 20,500 |
Cash and cash equivalents | 7,707 |  |  | 53,085 |
Restricted cash | — |  |  | 17,168 |
Intangible assets, net | — |  |  | 24,541 |
Right-of-use asset, net | 26 |  |  | 4,109 |
Other assets, net(1) | 3,237 |  |  | 103,965 |
Total assets of discontinued operations, net(2) | 13,416 |  |  | 2,544,068 |
Assets held for sale, net(3) | 23,774 |  |  | 82,238 |
Assets held for sale and discontinued operations, net | $ | 37,190 |  |  | $ | 2,626,306 |
LIABILITIES |  |  |
Mortgage debt | $ | — |  |  | $ | 318,876 |
Lease liability | 26 |  |  | 3,189 |
Accounts payable, accrued liabilities, and other liabilities | 14,843 |  |  | 79,411 |
Deferred revenue | 92 |  |  | 11,442 |
Total liabilities of discontinued operations, net(2) | 14,961 |  |  | 412,918 |
Liabilities related to assets held for sale, net(3) | 95 |  |  | 2,819 |
Liabilities related to assets held for sale and discontinued operations, net | $ | 15,056 |  |  | $ | 415,737 |
_______________________________________ (1)Includes goodwill of zero and $29 million as of December 31, 2021 and 2020, respectively. (2)At December 31, 2021, there were no remaining senior housing triple-net or SHOP facilities classified as held for sale and discontinued operations. At December 31, 2020, 41 senior housing triple-net facilities, 97 SHOP facilities, and 1 SHOP joint venture were classified as held for sale and discontinued operations. (3)As of December 31, 2021, primarily comprised of four MOBs and one life science facility with net real estate assets of $23 million and right-of-use asset, net of $1 million. As of December 31, 2020, primarily comprised of six MOBs with net real estate assets of $73 million and deferred revenue of $2 million. The results of discontinued operations through December 31, 2021, or the disposal date of each asset or portfolio of assets if they have been sold, are included in the consolidated results of operations for the years ended December 31, 2021, 2020, and 2019. Summarized financial information for discontinued operations for the years ended December 31, 2021, 2020, and 2019 are as follows (in thousands):
| Year Ended December 31,
| 2021 |  | 2020 |  | 2019
Revenues: |  |  |  |  |
Rental and related revenues | $ | 7,535 |  |  | $ | 97,877 |  |  | $ | 152,576 |
Resident fees and services | 114,936 |  |  | 621,253 |  |  | 583,653 |
Income from direct financing leases | — |  |  | — |  |  | 20,815 |
Total revenues | 122,471 |  |  | 719,130 |  |  | 757,044 |
Costs and expenses: |  |  |  |  |
Interest expense | 3,900 |  |  | 10,538 |  |  | 8,007 |
Depreciation and amortization | — |  |  | 143,194 |  |  | 224,798 |
Operating | 122,571 |  |  | 550,226 |  |  | 474,126 |
Transaction costs | 76 |  |  | 20,426 |  |  | 6,780 |
Impairments and loan loss reserves (recoveries), net | 32,736 |  |  | 201,344 |  |  | 208,229 |
Total costs and expenses | 159,283 |  |  | 925,728 |  |  | 921,940 |
Other income (expense): |  |  |  |  |
Gain (loss) on sales of real estate, net | 414,721 |  |  | 460,144 |  |  | 22,940 |
Other income (expense), net | 4,189 |  |  | 5,475 |  |  | 17,060 |
Total other income (expense), net | 418,910 |  |  | 465,619 |  |  | 40,000 |
Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures | 382,098 |  |  | 259,021 |  |  | (124,896) |
Income tax benefit (expense) | 969 |  |  | 9,913 |  |  | 11,783 |
Equity income (loss) from unconsolidated joint ventures | 5,135 |  |  | (1,188) |  |  | (2,295) |
Income (loss) from discontinued operations | $ | 388,202 |  |  | $ | 267,746 |  |  | $ | (115,408) |

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- Definition The entire disclosure related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -URI http://asc.fasb.org/topic&trid=2155823 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -URI http://asc.fasb.org/subtopic&trid=2122178 + Details
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