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Variable Interest Entities | 9 Months Ended
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Sep. 30, 2022
Variable Interest Entities [Abstract] |
Variable Interest Entities | Variable Interest Entities Unconsolidated Variable Interest Entities At September 30, 2022 and December 31, 2021, the Company had investments in: (i) two unconsolidated VIE joint ventures and (ii) marketable debt securities of one VIE. The Company determined it is not the primary beneficiary of and therefore does not consolidate these VIEs because it does not have the ability to control the activities that most significantly impact their economic performance. Except for the Company’s equity interest in the unconsolidated joint ventures (the LLC investment and Needham Land Parcel JV discussed below), it has no formal involvement in these VIEs beyond its investments. Debt Securities Investment. The Company holds commercial mortgage-backed securities (“CMBS”) issued by Federal Home Loan Mortgage Corporation (commonly referred to as Freddie MAC) through a special purpose entity that has been identified as a VIE because it is “thinly capitalized.” The CMBS issued by the VIE are backed by mortgage debt obligations on real estate assets. These securities are classified as held-to-maturity because the Company has the intent and ability to hold the securities until maturity. LLC Investment. The Company holds a limited partner ownership interest in an unconsolidated LLC that has been identified as a VIE. The Company’s involvement in the entity is limited to its equity investment as a limited partner and it does not have any substantive participating rights or kick-out rights over the general partner. The assets and liabilities of the entity primarily consist of those associated with its senior housing real estate. Any assets generated by the entity may only be used to settle its contractual obligations (primarily capital expenditures and debt service payments). Needham Land Parcel JV. In December 2021, the Company acquired a 38% interest in a life science development joint venture in Needham, Massachusetts for $13 million. Current equity at risk is not sufficient to finance the joint venture’s activities. The assets and liabilities of the entity primarily consist of real estate and debt service obligations. Any assets generated by the entity may only be used to settle its contractual obligations (primarily development costs and debt service payments). The classification of the related assets and liabilities and the maximum loss exposure as a result of the Company’s involvement with these VIEs at September 30, 2022 was as follows (in thousands):
VIE Type |  | Asset Type |  | Maximum Loss Exposure and Carrying Amount(1)
CMBS and LLC investment |  | Other assets, net |  | $ | 36,775 |
Needham Land Parcel JV |  | Investments in and advances to unconsolidated joint ventures |  | 15,342 |
_______________________________________ (1)The Company’s maximum loss exposure represents the aggregate carrying amount of such investments (including accrued interest). As of September 30, 2022, the Company had not provided, and is not required to provide, financial support through a liquidity arrangement or otherwise, to its unconsolidated VIEs, including under circumstances in which it could be exposed to further losses (e.g., cash shortfalls). See Notes 3, 4, and 7 for additional descriptions of the nature, purpose, and operating activities of the Company’s unconsolidated VIEs and interests therein. Consolidated Variable Interest Entities The Company’s consolidated total assets and total liabilities at September 30, 2022 and December 31, 2021 include certain assets of VIEs that can only be used to settle the liabilities of the related VIE. The VIE creditors do not have recourse to the Company. Ventures V, LLC. The Company holds a 51% ownership interest in and is the managing member of a joint venture entity formed in October 2015 that owns and leases MOBs (“Ventures V”). The Company classifies Ventures V as a VIE due to the non-managing member lacking substantive participation rights in the management of Ventures V or kick-out rights over the managing member. The Company consolidates Ventures V as the primary beneficiary because it has the ability to control the activities that most significantly impact the VIE’s economic performance. The assets of Ventures V primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; its obligations primarily consist of capital expenditures for the properties. Assets generated by Ventures V may only be used to settle its contractual obligations (primarily from capital expenditures). Life Science JVs. The Company holds a 99% ownership interest in multiple joint venture entities that own and lease life science assets (the “Life Science JVs”). The Life Science JVs are VIEs as the members share in certain decisions of the entities, but substantially all of the activities are performed on behalf of the Company. The Company consolidates the Life Science JVs as the primary beneficiary because it has the ability to control the activities that most significantly impact these VIEs’ economic performance. The assets of the Life Science JVs primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; their obligations primarily consist of debt service payments and capital expenditures for the properties. Assets generated by the Life Science JVs may only be used to settle their contractual obligations (primarily from capital expenditures). Refer to Note 11 for a discussion of certain put options associated with the Life Science JVs. MSREI MOB JV. The Company holds a 51% ownership interest in, and is the managing member of, a joint venture entity formed in August 2018 that owns and leases MOBs (the “MSREI JV”). The MSREI JV is a VIE due to the non-managing member lacking substantive participation rights in the management of the joint venture or kick-out rights over the managing member. The Company consolidates the MSREI JV as the primary beneficiary because it has the ability to control the activities that most significantly impact the VIE’s economic performance. The assets of the MSREI JV primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; its obligations primarily consist of capital expenditures for the properties. Assets generated by the MSREI JV may only be used to settle its contractual obligations (primarily from capital expenditures). DownREITs. The Company holds a controlling ownership interest in and is the managing member of seven DownREITs. The Company classifies the DownREITs as VIEs due to the non-managing members lacking substantive participation rights in the management of the DownREITs or kick-out rights over the managing member. The Company consolidates the DownREITs as the primary beneficiary because it has the ability to control the activities that most significantly impact these VIEs’ economic performance. The assets of the DownREITs primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; their obligations primarily consist of debt service payments and capital expenditures for the properties. Assets generated by the DownREITs (primarily from resident rents) may only be used to settle their contractual obligations (primarily from debt service and capital expenditures). Other Consolidated Real Estate Partnerships. The Company holds a controlling ownership interest in and is the general partner (or managing member) of multiple partnerships that own and lease real estate assets (the “Partnerships”). The Company classifies the Partnerships as VIEs due to the limited partners (non-managing members) lacking substantive participation rights in the management of the Partnerships or kick-out rights over the general partner (managing member). The Company consolidates the Partnerships as the primary beneficiary because it has the ability to control the activities that most significantly impact these VIEs’ economic performance. The assets of the Partnerships primarily consist of leased properties (net real estate), rents receivable, and cash and cash equivalents; their obligations primarily consist of debt service payments and capital expenditures for the properties. Assets generated by the Partnerships (primarily from resident rents) may only be used to settle their contractual obligations (primarily from debt service and capital expenditures). Exchange Accommodation Titleholder. During the three months ended June 30, 2022, the Company acquired one MOB using a reverse like-kind exchange structure pursuant to Section 1031 of the Internal Revenue Code (a “reverse 1031 exchange”). Additionally, during the three months ended March 31, 2022, the Company acquired two MOBs using a reverse 1031 exchange. As of September 30, 2022, the acquired properties were no longer identified as a reverse 1031 exchange and were therefore released from possession of the Exchange Accommodation Titleholder (“EAT”). During the year ended December 31, 2021, the Company acquired two MOBs using reverse 1031 exchanges. As of December 31, 2021, the Company had not completed the reverse 1031 exchanges and as such, the acquired properties remained in the possession of the EAT. The EAT was classified as a VIE as it was a “thinly capitalized” entity. The Company consolidated the EAT because it had the ability to control the activities that most significantly impacted the economic performance of the EAT and was, therefore, the primary beneficiary of the EAT. These properties held by the EAT had a carrying value of $77 million as of December 31, 2021. The assets of the EAT primarily consisted of leased properties (net real estate, including intangibles) and rents receivable; their obligations primarily consisted of capital expenditures for the properties. Assets generated by the EAT may only be used to settle its contractual obligations (primarily from capital expenditures). These reverse 1031 exchanges were completed in February 2022. Total assets and total liabilities include VIE assets and liabilities as follows (in thousands):
| September 30, 2022 |  | December 31, 2021 |
Assets |  |  |  |
Buildings and improvements | $ | 2,204,074 |  |  | $ | 2,303,920 |  |
Development costs and construction in progress | 162,658 |  |  | 82,303 |  |
Land | 324,444 |  |  | 548,168 |  |
Accumulated depreciation and amortization | (598,285) |  |  | (551,097) |  |
Net real estate | 2,092,891 |  |  | 2,383,294 |  |
Accounts receivable, net | 8,211 |  |  | 5,455 |  |
Cash and cash equivalents | 38,152 |  |  | 22,295 |  |
Restricted cash | 260 |  |  | 114 |  |
Intangible assets, net | 78,458 |  |  | 117,180 |  |
Assets held for sale and discontinued operations, net | 30,398 |  |  | 754 |  |
Right-of-use asset, net | 99,824 |  |  | 107,993 |  |
Other assets, net | 66,904 |  |  | 62,886 |  |
Total assets | $ | 2,415,098 |  |  | $ | 2,699,971 |  |
Liabilities |  |  |  |
Mortgage debt | $ | 144,533 |  |  | $ | 144,350 |  |
Intangible liabilities, net | 15,926 |  |  | 23,909 |  |
Liabilities related to assets held for sale and discontinued operations, net | 2,020 |  |  | 1,677 |  |
Lease liability | 98,855 |  |  | 99,213 |  |
Accounts payable, accrued liabilities, and other liabilities | 76,685 |  |  | 58,440 |  |
Deferred revenue | 26,872 |  |  | 21,546 |  |
Total liabilities | $ | 364,891 |  |  | $ | 349,135 |  |
Total assets and liabilities related to assets held for sale and discontinued operations include VIE assets and liabilities as follows (in thousands):
|  | September 30, 2022 |  | December 31, 2021
Assets |  |  |  |
Buildings and improvements |  | $ | 39,934 |  |  | $ | — |
Development costs and construction in progress |  | 6 |  |  | — |
Land |  | 1,920 |  |  | — |
Accumulated depreciation and amortization |  | (15,612) |  |  | — |
Net real estate |  | 26,248 |  |  | — |
Accounts receivable, net |  | — |  |  | 62 |
Cash and cash equivalents |  | 82 |  |  | 59 |
Intangible assets, net |  | 215 |  |  | — |
Other assets, net |  | 3,853 |  |  | 633 |
Total assets |  | $ | 30,398 |  |  | $ | 754 |
Liabilities |  |  |  |
Accounts payable, accrued liabilities, and other liabilities |  | $ | 1,619 |  |  | $ | 1,677 |
Deferred revenue |  | 401 |  |  | — |
Total liabilities |  | $ | 2,020 |  |  | $ | 1,677 |

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- Definition Variable Interest Entities [Abstract] + References No definition available. + Details
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- Definition The entire disclosure for variable interest entities, including description of the terms of arrangements and categorized by: (1) VIEs consolidated because the entity is the primary beneficiary, (2) VIEs not consolidated because the entity is not the primary beneficiary, and (3) VIEs or potential VIEs that are not consolidated because necessary information is not available. + References No definition available. + Details
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