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 7) 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, none of which had been funded as of June 30, 2021 (see Note 7). 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.

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, and provided the buyer with financing of $150 million (see Note 7).

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.

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.

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”).

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.

In addition to the sales discussed above, during the three months ended June 30, 2021, the Company sold the following: (i) six SHOP assets for $44 million, (ii) three senior housing triple-net assets for $12 million, and (iii) four MOBs for $21 million, resulting in total gain on sales of $10 million ($7 million of which is recognized in income (loss) from discontinued operations). In addition to the sales for the three months ended June 30, 2021 discussed above, during the six months ended June 30, 2021, the Company sold one SHOP asset for $5 million, resulting in an immaterial gain on sale, which is recognized in income (loss) from discontinued operations.

During the three months ended June 30, 2020, the Company sold the following: (i) two SHOP assets for $28 million and (ii) three MOBs for $106 million (through the exercise of a purchase option by a tenant), resulting in total gain on sales of $83 million ($2 million of which is recognized in income (loss) from discontinued operations).

During the six months ended June 30, 2020, the Company sold the following: (i) 9 SHOP assets for $64 million, (ii) 18 senior housing triple-net assets for $385 million (representative of the 18 facilities sold to Brookdale under the 2019 MTCA - see Note 3), and (iii) 3 MOBs for $106 million (through the exercise of a purchase option by a tenant), resulting in total gain on sales of $247 million ($164 million of which is recognized in income (loss) from discontinued operations).

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.

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 7).

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).

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 has 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 on or before June 30, 2021 are classified as discontinued operations in all periods presented herein.

The following summarizes the assets and liabilities classified as discontinued operations at June 30, 2021 and December 31, 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):


	June 30, 2021		December 31, 2020
ASSETS
Real estate:
Buildings and improvements	$	106,495	$	2,553,254
Development costs and construction in progress	11,255		21,509
Land	24,215		355,803
Accumulated depreciation and amortization	(42,999)		(615,708)
Net real estate	98,966		2,314,858
Investments in and advances to unconsolidated joint ventures	—		5,842
Accounts receivable, net of allowance of $4,951 and $5,873	10,928		20,500
Cash and cash equivalents	17,354		53,085
Restricted cash	974		17,168
Intangible assets, net	6,596		24,541
Right-of-use asset, net	104		4,109
Other assets, net(1)	29,908		103,965
Total assets of discontinued operations, net(2)	164,830		2,544,068
Assets held for sale, net(3)	81,977		82,238
Assets held for sale and discontinued operations, net	$	246,807	$	2,626,306
LIABILITIES
Mortgage debt(4)	$	37,069	$	318,876
Lease liability	104		3,189
Accounts payable, accrued liabilities, and other liabilities	26,564		79,411
Deferred revenue	797		11,442
Total liabilities of discontinued operations, net(2)	64,534		412,918
Liabilities related to assets held for sale, net(3)	738		2,819
Liabilities related to assets held for sale and discontinued operations, net	$	65,272	$	415,737

(2)At June 30, 2021, four senior housing triple-net facilities and eight SHOP facilities were 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 June 30, 2021, primarily comprised of the following: (i) four MOBs with net real estate assets of $26 million and right-of-use asset, net of $3 million and (ii) two loans receivable with a total carrying value of $53 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.

(4)During the three months ended June 30, 2021 and 2020, the Company made full and partial repayments of mortgage debt classified as discontinued operations of $241 million and $1 million, respectively. During the six months ended June 30, 2021 and 2020, the Company made full and partial repayments of mortgage debt classified as discontinued operations of $281 million and $6 million, respectively.

The results of discontinued operations through June 30, 2021, or the disposal date of each asset or portfolio of assets if they have been sold, are included in the consolidated results for the three and six months ended June 30, 2021 and 2020. Summarized financial information for discontinued operations for the three and six months ended June 30, 2021 and 2020 are as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Revenues:
Rental and related revenues	$	1,613	$	24,110	$	6,841	$	56,481
Resident fees and services	30,273		155,771		103,270		327,496

Total revenues	31,886		179,881		110,111		383,977
Costs and expenses:
Interest expense	1,177		2,727		3,853		5,412
Depreciation and amortization	—		38,797		—		102,961
Operating	33,647		138,033		105,165		276,669
Transaction costs	—		254		76		539
Impairments and loan loss reserves (recoveries), net	10,995		17,213		10,995		45,229
Total costs and expenses	45,819		197,024		120,089		430,810
Other income (expense):
Gain (loss) on sales of real estate, net	122,238		1,579		381,900		164,379
Other income (expense), net	128		2,171		6,012		2,126
Total other income (expense), net	122,366		3,750		387,912		166,505
Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures	108,433		(13,393)		377,934		119,672
Income tax benefit (expense)	302		7,452		1,124		10,628
Equity income (loss) from unconsolidated joint ventures	5,225		649		4,910		(184)

Income (loss) from discontinued operations	$	113,960	$	(5,292)	$	383,968	$	130,116

During the three and six months ended June 30, 2021, the Company recognized an impairment charge of $4 million related to one SHOP asset classified as held for sale, which is reported in income (loss) from discontinued operations. Following a reduction in the expected sales price of the asset occurring in the second quarter of 2021, the Company wrote down its carrying value of $20 million to its fair value, less estimated costs to sell, of $16 million.

The fair value of the impaired asset was based on a forecasted sales price, which is considered to be a Level 3 measurement within the fair value hierarchy. The Company’s forecasted sales prices are typically determined using an income approach and/or a market approach (comparable sales model), which rely on certain assumptions by management, including: (i) market capitalization rates, (ii) comparable market transactions, (iii) estimated prices per unit, (iv) negotiations with prospective buyers, and (v) forecasted cash flow streams (lease revenue rates, expense rates, growth rates, etc.). There are inherent uncertainties in making these assumptions. For the Company’s impairment calculation as of June 30, 2021, the Company’s fair value estimate primarily relied on a market approach and utilized comparable market transactions and negotiations with prospective buyers.

During the three months ended June 30, 2020, the Company recognized an aggregate impairment charge of $19 million ($17 million of which is reported in income (loss) from discontinued operations) related to 12 SHOP assets, 2 senior housing triple-net assets, 1 MOB, and 1 undeveloped MOB land parcel as a result of being classified as held for sale and wrote down their aggregate carrying value of $108 million to their aggregate fair value, less estimated costs to sell, of $89 million.

During the six months ended June 30, 2020, the Company recognized an aggregate impairment charge of $50 million ($45 million of which is reported in income (loss) from discontinued operations) related to 20 SHOP assets, 4 senior housing triple-net assets, 2 MOBs, and 1 undeveloped MOB land parcel as a result of being classified as held for sale and wrote down their aggregate carrying value of $231 million to their aggregate fair value, less estimated costs to sell, of $181 million.

For the Company’s impairment calculations during the six months ended and as of June 30, 2020, the Company’s fair value estimates primarily relied on a market approach and utilized prices per unit ranging from $35,000 to $238,000, with a weighted average price based on relative fair value of $90,000.

When testing goodwill for impairment, if the Company concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company recognizes an impairment loss for the amount by which the carrying value, including goodwill, exceeds the reporting unit’s fair value. Following the senior housing triple-net and SHOP dispositions during the period, the Company performed an impairment assessment to evaluate the fair value of its reporting units as of June 30, 2021. These fair value estimates primarily relied on a market approach, utilizing comparable market transactions, forecasted sales prices, and negotiations with prospective buyers. These estimates are considered to be a Level 3 measurement within the fair value hierarchy, and are subject to inherent uncertainties.

As a result of this assessment, during the three and six months ended June 30, 2021, the Company recognized a $7 million goodwill impairment charge reported in income (loss) from discontinued operations as the fair value of the remaining assets based on forecasted sales prices was less than the carrying value of the assets, including the related goodwill. The fair value was greater than the carrying value of the assets and related goodwill of all other reporting units, and as a result, no impairment loss was recognized.

In conjunction with the Company establishing a plan during the year ended December 31, 2020 to dispose of all of its SHOP assets and classifying such assets as discontinued operations, the Company concluded it was more likely than not that it would no longer realize the future value of certain deferred tax assets generated by the net operating losses of its taxable REIT subsidiary entities. Accordingly, the Company recognized a deferred tax asset valuation allowance of $33 million as of December 31, 2020.