v3.26.1
Variable Interest Entities
6 Months Ended
Jun. 30, 2026
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Variable Interest Entities Variable Interest Entities
Consolidated VIEs

We are the controlling equity partner in certain entities that we have deemed to be VIEs. For each of these partnerships, we determined whether either the members as a group lack the characteristics of a controlling financial interest or the total equity at risk in the individual partnership is insufficient to finance the activities of the partnership without additional subordinated financial support. We are deemed the primary beneficiary of these VIEs because we have the ability to direct the activities that most significantly impact the economic performance of these partnerships and also have the obligation to absorb the losses of the partnership or have the right to receive benefits arising from the partnership, subject to limited protective rights extended to our partners for specified business decisions.

We acquired three portfolios of real estate properties during the six months ended June 30, 2026. Each of these acquisitions was structured as a reverse exchange transaction under Section 1031 of the Internal Revenue Code using special purpose entities ("SPE") that were owned by a qualified intermediary. The reverse exchange transactions related to these acquisitions were completed on July 1, 2026 when the NHC properties were sold. We determined the SPEs are VIEs due to the insufficiency of the equity at risk and deemed that we are the primary beneficiary of these VIEs as we retain both the economic and legal benefits and obligations related to these entities. As a result, we recognize the SPEs on a consolidated basis in our financial statements.

The following table provides information on the assets and liabilities of our consolidated VIEs ($ in thousands):

June 30,December 31,
20262025
Real Estate Investments segment:
Real estate properties, net$128,289 $112,717 
Cash and cash equivalents1,051 1,020 
Straight-line rents receivable318 554 
Other assets, net1,481 2,751 
SHOP segment:
Real estate properties, net492,675 290,691 
Cash and cash equivalents10,690 8,121 
Other assets, net4,969 1,457 
Accounts payable and other liabilities8,497 5,473 
Unconsolidated VIEs

In our Real Estate Investments segment, we have concluded that we are not the primary beneficiary for certain investments where we lack either directly or through related parties the power to direct the activities that most significantly impact the economic performance of these entities. We do not have any unconsolidated VIEs in our SHOP segment.

The following table provides a summary of our relationships and sources of exposure related to our unconsolidated VIEs as of June 30, 2026 ($ in thousands):

YearNetMaximum
of InitialSource ofCarryingExposureNote
InvolvementNameExposureAmountsto LossReferences
2014Senior Living
Various1
$38,319 $54,819 Notes 4, 5
2016Senior Living ManagementNote12,000 12,000 Note 4
2018BickfordNotes15,997 27,540 Note 4
2019Encore Senior Living
Various2
52,045 63,569 N/A
2020Timber Ridge OpCo
Various3
(5,712)(712)Notes 6, 7
2020Senior Living Hospitality Group
Various1
13,249 13,773 N/A
2021Montecito Medical Real EstateNotes6,629 6,629 N/A
2021Vizion Health
Various1
17,970 17,970 N/A
2021Navion Senior Solutions
Various4
7,038 9,188 N/A
2024Mainstay Healthcare Note9,064 9,064 N/A
2026Senior Residential Realty LPNote5,537 5,537 N/A

1    Note(s) and straight-line rents receivable
2    Note, straight-line rents receivable and interest receivable
3    Loan commitment, equity method investment, straight-line rents receivable and unamortized lease incentive
4    Straight-line rents receivable and unamortized lease incentive

We are not obligated to provide support beyond our stated commitments to these tenants and borrowers whom we classify as VIEs and accordingly, our maximum exposure to loss as a result of these relationships is limited to the amounts of our commitments. Our risk of economic loss on a tenant lease in excess of what is presented in the table above is limited to any future non-payments of rent before we are able to take effective remedial action, as well as any costs incurred to secure a new lease at the property. The potential extent of such losses at a future date would depend upon facts and circumstances unique to each tenant and the related lease and therefore are not included in the table above.

In the future, we may be deemed the primary beneficiary of the operations if the tenants or borrowers do not have adequate liquidity to accept the risks and rewards as the tenants and operators of the properties, and we may be required to consolidate the financial position and results of operations of the tenants or borrowers.