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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Ventas Inc | NYSE:VTR | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.26 | 0.56% | 47.05 | 47.13 | 46.53 | 47.00 | 2,381,312 | 01:00:00 |
|
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(Mark One)
|
|
|
x
|
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2016
|
OR
|
||
¨
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO
|
|
|
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
61-1055020
(I.R.S. Employer
Identification No.)
|
Large accelerated filer
x
|
|
Accelerated filer
¨
|
|
Non-accelerated filer
¨
(Do not check if a
smaller reporting company)
|
|
Smaller reporting company
¨
|
Class of Common Stock:
|
|
Outstanding at April 27, 2016:
|
Common Stock, $0.25 par value
|
|
338,132,079
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|
|
|
|
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|
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Page
|
|
|
|||
|
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|||
|
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Consolidated Balance Sheets as of March 31, 2016 and December 31, 2015
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Consolidated Statements of Income for the Three Months Ended March 31, 2016 and 2015
|
|
|
|
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Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2016 and 2015
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Consolidated Statements of Equity for the Three Months Ended March 31, 2016 and the Year Ended December 31, 2015
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Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2016 and 2015
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March 31,
2016 |
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December 31,
2015 |
||||
Assets
|
|
|
|
||||
Real estate investments:
|
|
|
|
||||
Land and improvements
|
$
|
2,060,247
|
|
|
$
|
2,056,428
|
|
Buildings and improvements
|
20,395,386
|
|
|
20,309,599
|
|
||
Construction in progress
|
119,215
|
|
|
92,005
|
|
||
Acquired lease intangibles
|
1,343,187
|
|
|
1,344,422
|
|
||
|
23,918,035
|
|
|
23,802,454
|
|
||
Accumulated depreciation and amortization
|
(4,409,554
|
)
|
|
(4,177,234
|
)
|
||
Net real estate property
|
19,508,481
|
|
|
19,625,220
|
|
||
Secured loans receivable and investments, net
|
1,002,598
|
|
|
857,112
|
|
||
Investments in unconsolidated real estate entities
|
98,120
|
|
|
95,707
|
|
||
Net real estate investments
|
20,609,199
|
|
|
20,578,039
|
|
||
Cash and cash equivalents
|
51,701
|
|
|
53,023
|
|
||
Escrow deposits and restricted cash
|
76,710
|
|
|
77,896
|
|
||
Goodwill
|
1,044,983
|
|
|
1,047,497
|
|
||
Assets held for sale
|
54,263
|
|
|
93,060
|
|
||
Other assets
|
424,436
|
|
|
412,403
|
|
||
Total assets
|
$
|
22,261,292
|
|
|
$
|
22,261,918
|
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Liabilities and equity
|
|
|
|
||||
Liabilities:
|
|
|
|
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Senior notes payable and other debt
|
$
|
11,247,730
|
|
|
$
|
11,206,996
|
|
Accrued interest
|
66,988
|
|
|
80,864
|
|
||
Accounts payable and other liabilities
|
738,327
|
|
|
779,380
|
|
||
Liabilities related to assets held for sale
|
12,625
|
|
|
34,340
|
|
||
Deferred income taxes
|
333,354
|
|
|
338,382
|
|
||
Total liabilities
|
12,399,024
|
|
|
12,439,962
|
|
||
Redeemable OP unitholder and noncontrolling interests
|
191,739
|
|
|
196,529
|
|
||
Commitments and contingencies
|
|
|
|
||||
Equity:
|
|
|
|
||||
Ventas stockholders’ equity:
|
|
|
|
||||
Preferred stock, $1.00 par value; 10,000 shares authorized, unissued
|
—
|
|
|
—
|
|
||
Common stock, $0.25 par value; 600,000 shares authorized, 337,486 and 334,386 shares issued at March 31, 2016 and December 31, 2015, respectively
|
84,354
|
|
|
83,579
|
|
||
Capital in excess of par value
|
11,758,306
|
|
|
11,602,838
|
|
||
Accumulated other comprehensive loss
|
(19,932
|
)
|
|
(7,565
|
)
|
||
Retained earnings (deficit)
|
(2,208,474
|
)
|
|
(2,111,958
|
)
|
||
Treasury stock, 1 and 44 shares at March 31, 2016 and December 31, 2015, respectively
|
(59
|
)
|
|
(2,567
|
)
|
||
Total Ventas stockholders’ equity
|
9,614,195
|
|
|
9,564,327
|
|
||
Noncontrolling interest
|
56,334
|
|
|
61,100
|
|
||
Total equity
|
9,670,529
|
|
|
9,625,427
|
|
||
Total liabilities and equity
|
$
|
22,261,292
|
|
|
$
|
22,261,918
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Revenues:
|
|
|
|
||||
Rental income:
|
|
|
|
||||
Triple-net leased
|
$
|
214,487
|
|
|
$
|
188,557
|
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Medical office buildings
|
144,136
|
|
|
137,060
|
|
||
|
358,623
|
|
|
325,617
|
|
||
Resident fees and services
|
463,976
|
|
|
446,914
|
|
||
Medical office building and other services revenue
|
7,185
|
|
|
10,543
|
|
||
Income from loans and investments
|
22,386
|
|
|
22,053
|
|
||
Interest and other income
|
119
|
|
|
471
|
|
||
Total revenues
|
852,289
|
|
|
805,598
|
|
||
Expenses:
|
|
|
|
||||
Interest
|
103,273
|
|
|
82,328
|
|
||
Depreciation and amortization
|
236,387
|
|
|
216,219
|
|
||
Property-level operating expenses:
|
|
|
|
||||
Senior living
|
312,541
|
|
|
298,362
|
|
||
Medical office buildings
|
43,681
|
|
|
42,437
|
|
||
|
356,222
|
|
|
340,799
|
|
||
Medical office building services costs
|
3,451
|
|
|
6,918
|
|
||
General, administrative and professional fees
|
31,726
|
|
|
34,326
|
|
||
Loss on extinguishment of debt, net
|
314
|
|
|
21
|
|
||
Merger-related expenses and deal costs
|
1,632
|
|
|
30,613
|
|
||
Other
|
4,168
|
|
|
4,874
|
|
||
Total expenses
|
737,173
|
|
|
716,098
|
|
||
Income before unconsolidated entities, income taxes, discontinued operations, real estate dispositions and noncontrolling interest
|
115,116
|
|
|
89,500
|
|
||
Loss from unconsolidated entities
|
(198
|
)
|
|
(251
|
)
|
||
Income tax benefit
|
8,421
|
|
|
7,250
|
|
||
Income from continuing operations
|
123,339
|
|
|
96,499
|
|
||
Discontinued operations
|
(489
|
)
|
|
17,574
|
|
||
Gain on real estate dispositions
|
26,184
|
|
|
6,686
|
|
||
Net income
|
149,034
|
|
|
120,759
|
|
||
Net income attributable to noncontrolling interest
|
54
|
|
|
317
|
|
||
Net income attributable to common stockholders
|
$
|
148,980
|
|
|
$
|
120,442
|
|
Earnings per common share:
|
|
|
|
||||
Basic:
|
|
|
|
||||
Income from continuing operations attributable to common stockholders, including real estate dispositions
|
$
|
0.44
|
|
|
$
|
0.32
|
|
Discontinued operations
|
(0.00
|
)
|
|
0.05
|
|
||
Net income attributable to common stockholders
|
$
|
0.44
|
|
|
$
|
0.37
|
|
Diluted:
|
|
|
|
||||
Income from continuing operations attributable to common stockholders, including real estate dispositions
|
$
|
0.44
|
|
|
$
|
0.32
|
|
Discontinued operations
|
(0.00
|
)
|
|
0.05
|
|
||
Net income attributable to common stockholders
|
$
|
0.44
|
|
|
$
|
0.37
|
|
Weighted average shares used in computing earnings per common share:
|
|
|
|
||||
Basic
|
335,559
|
|
|
325,454
|
|
||
Diluted
|
339,202
|
|
|
329,203
|
|
||
Dividends declared per common share
|
$
|
0.73
|
|
|
$
|
0.79
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Net income
|
$
|
149,034
|
|
|
$
|
120,759
|
|
Other comprehensive loss:
|
|
|
|
||||
Foreign currency translation
|
(10,668
|
)
|
|
(10,872
|
)
|
||
Change in unrealized gain on marketable securities
|
181
|
|
|
1,349
|
|
||
Other
|
(1,880
|
)
|
|
759
|
|
||
Total other comprehensive loss
|
(12,367
|
)
|
|
(8,764
|
)
|
||
Comprehensive income
|
136,667
|
|
|
111,995
|
|
||
Comprehensive income attributable to noncontrolling interest
|
54
|
|
|
317
|
|
||
Comprehensive income attributable to common stockholders
|
$
|
136,613
|
|
|
$
|
111,678
|
|
|
Common
Stock Par
Value
|
|
Capital in
Excess of
Par Value
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Retained
Earnings
(Deficit)
|
|
Treasury
Stock
|
|
Total Ventas
Stockholders’
Equity
|
|
Noncontrolling
Interest
|
|
Total Equity
|
||||||||||||||||
Balance at January 1, 2015
|
$
|
74,656
|
|
|
$
|
10,119,306
|
|
|
$
|
13,121
|
|
|
$
|
(1,526,388
|
)
|
|
$
|
(511
|
)
|
|
$
|
8,680,184
|
|
|
$
|
74,213
|
|
|
$
|
8,754,397
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
417,843
|
|
|
—
|
|
|
417,843
|
|
|
1,379
|
|
|
419,222
|
|
||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
(20,686
|
)
|
|
—
|
|
|
—
|
|
|
(20,686
|
)
|
|
—
|
|
|
(20,686
|
)
|
||||||||
Acquisition-related activity
|
7,103
|
|
|
2,209,202
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,216,305
|
|
|
853
|
|
|
2,217,158
|
|
||||||||
Impact of CCP Spin-Off
|
—
|
|
|
(1,247,356
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,247,356
|
)
|
|
(4,717
|
)
|
|
(1,252,073
|
)
|
||||||||
Net change in noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,530
|
)
|
|
(12,530
|
)
|
||||||||
Dividends to common stockholders—$3.04 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,003,413
|
)
|
|
—
|
|
|
(1,003,413
|
)
|
|
—
|
|
|
(1,003,413
|
)
|
||||||||
Issuance of common stock
|
1,797
|
|
|
489,227
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
491,024
|
|
|
—
|
|
|
491,024
|
|
||||||||
Issuance of common stock for stock plans
|
23
|
|
|
6,068
|
|
|
—
|
|
|
—
|
|
|
5,945
|
|
|
12,036
|
|
|
—
|
|
|
12,036
|
|
||||||||
Change in redeemable noncontrolling interest
|
—
|
|
|
(374
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(374
|
)
|
|
1,902
|
|
|
1,528
|
|
||||||||
Adjust redeemable OP unitholder interests to current fair value
|
—
|
|
|
7,831
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,831
|
|
|
—
|
|
|
7,831
|
|
||||||||
Purchase of OP units
|
—
|
|
|
1,719
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,719
|
|
|
—
|
|
|
1,719
|
|
||||||||
Grant of restricted stock, net of forfeitures
|
—
|
|
|
17,215
|
|
|
—
|
|
|
—
|
|
|
(8,001
|
)
|
|
9,214
|
|
|
—
|
|
|
9,214
|
|
||||||||
Balance at December 31, 2015
|
83,579
|
|
|
11,602,838
|
|
|
(7,565
|
)
|
|
(2,111,958
|
)
|
|
(2,567
|
)
|
|
9,564,327
|
|
|
61,100
|
|
|
9,625,427
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
148,980
|
|
|
—
|
|
|
148,980
|
|
|
54
|
|
|
149,034
|
|
||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
(12,367
|
)
|
|
—
|
|
|
—
|
|
|
(12,367
|
)
|
|
—
|
|
|
(12,367
|
)
|
||||||||
Impact of CCP Spin-Off
|
—
|
|
|
271
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
271
|
|
|
—
|
|
|
271
|
|
||||||||
Net change in noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,033
|
)
|
|
(5,033
|
)
|
||||||||
Dividends to common stockholders—$0.73 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
(245,496
|
)
|
|
—
|
|
|
(245,496
|
)
|
|
—
|
|
|
(245,496
|
)
|
||||||||
Issuance of common stock
|
655
|
|
|
148,976
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
149,631
|
|
|
—
|
|
|
149,631
|
|
||||||||
Issuance of common stock for stock plans
|
17
|
|
|
5,652
|
|
|
—
|
|
|
—
|
|
|
1,810
|
|
|
7,479
|
|
|
—
|
|
|
7,479
|
|
||||||||
Change in redeemable noncontrolling interest
|
—
|
|
|
(311
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(311
|
)
|
|
213
|
|
|
(98
|
)
|
||||||||
Adjust redeemable OP unitholder interests to current fair value
|
—
|
|
|
(18,230
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,230
|
)
|
|
—
|
|
|
(18,230
|
)
|
||||||||
Purchase of OP units
|
76
|
|
|
19,989
|
|
|
—
|
|
|
—
|
|
|
729
|
|
|
20,794
|
|
|
—
|
|
|
20,794
|
|
||||||||
Grant of restricted stock, net of forfeitures
|
27
|
|
|
(879
|
)
|
|
—
|
|
|
—
|
|
|
(31
|
)
|
|
(883
|
)
|
|
—
|
|
|
(883
|
)
|
||||||||
Balance at March 31, 2016
|
$
|
84,354
|
|
|
$
|
11,758,306
|
|
|
$
|
(19,932
|
)
|
|
$
|
(2,208,474
|
)
|
|
$
|
(59
|
)
|
|
$
|
9,614,195
|
|
|
$
|
56,334
|
|
|
$
|
9,670,529
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
149,034
|
|
|
$
|
120,759
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization (including amounts in discontinued operations)
|
236,387
|
|
|
247,453
|
|
||
Amortization of deferred revenue and lease intangibles, net
|
(5,037
|
)
|
|
(6,603
|
)
|
||
Other non-cash amortization
|
2,446
|
|
|
(519
|
)
|
||
Stock-based compensation
|
5,029
|
|
|
6,307
|
|
||
Straight-lining of rental income, net
|
(9,845
|
)
|
|
(8,679
|
)
|
||
Loss on extinguishment of debt, net
|
314
|
|
|
21
|
|
||
Gain on real estate dispositions
|
(26,184
|
)
|
|
(6,686
|
)
|
||
Income tax benefit
|
(9,156
|
)
|
|
(7,850
|
)
|
||
Loss from unconsolidated entities
|
198
|
|
|
251
|
|
||
Distributions from unconsolidated entities
|
1,989
|
|
|
649
|
|
||
Other
|
1,099
|
|
|
2,259
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
(Increase) decrease in other assets
|
(4,835
|
)
|
|
4,615
|
|
||
(Decrease) increase in accrued interest
|
(14,311
|
)
|
|
15,792
|
|
||
Decrease in accounts payable and other liabilities
|
(54,237
|
)
|
|
(23,600
|
)
|
||
Net cash provided by operating activities
|
272,891
|
|
|
344,169
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Net investment in real estate property
|
(13,620
|
)
|
|
(1,072,539
|
)
|
||
Investment in loans receivable and other
|
(146,214
|
)
|
|
(39,573
|
)
|
||
Proceeds from real estate disposals
|
54,211
|
|
|
166,341
|
|
||
Proceeds from loans receivable
|
1,625
|
|
|
92,056
|
|
||
Funds held in escrow for future development expenditures
|
—
|
|
|
4,003
|
|
||
Development project expenditures
|
(34,767
|
)
|
|
(33,467
|
)
|
||
Capital expenditures
|
(23,721
|
)
|
|
(21,171
|
)
|
||
Other
|
(4,265
|
)
|
|
(4,180
|
)
|
||
Net cash used in investing activities
|
(166,751
|
)
|
|
(908,530
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Net change in borrowings under credit facility
|
137,440
|
|
|
(452,897
|
)
|
||
Proceeds from debt
|
145
|
|
|
1,092,833
|
|
||
Repayment of debt
|
(151,309
|
)
|
|
(24,647
|
)
|
||
Purchase of noncontrolling interest
|
—
|
|
|
(2,660
|
)
|
||
Payment of deferred financing costs
|
(76
|
)
|
|
(14,435
|
)
|
||
Issuance of common stock, net
|
149,631
|
|
|
285,327
|
|
||
Cash distribution to common stockholders
|
(245,496
|
)
|
|
(254,910
|
)
|
||
Cash distribution to redeemable OP unitholders
|
(2,323
|
)
|
|
(2,365
|
)
|
||
Purchases of redeemable OP units
|
—
|
|
|
(569
|
)
|
||
Distributions to noncontrolling interest
|
(1,743
|
)
|
|
(1,822
|
)
|
||
Other
|
6,151
|
|
|
5,690
|
|
||
Net cash (used in) provided by financing activities
|
(107,580
|
)
|
|
629,545
|
|
||
Net (decrease) increase in cash and cash equivalents
|
(1,440
|
)
|
|
65,184
|
|
||
Effect of foreign currency translation on cash and cash equivalents
|
118
|
|
|
(307
|
)
|
||
Cash and cash equivalents at beginning of period
|
53,023
|
|
|
55,348
|
|
||
Cash and cash equivalents at end of period
|
$
|
51,701
|
|
|
$
|
120,225
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Supplemental schedule of non-cash activities:
|
|
|
|
||||
Assets and liabilities assumed from acquisitions:
|
|
|
|
||||
Real estate investments
|
$
|
2,558
|
|
|
$
|
2,542,829
|
|
Other assets acquired
|
(66
|
)
|
|
16,711
|
|
||
Debt assumed
|
—
|
|
|
177,857
|
|
||
Other liabilities
|
2,558
|
|
|
45,736
|
|
||
Deferred income tax liability
|
(66
|
)
|
|
44,117
|
|
||
Redeemable OP unitholder interests assumed
|
—
|
|
|
87,245
|
|
||
Equity issued
|
—
|
|
|
2,204,585
|
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||
|
|
Total Assets
|
|
Total Liabilities
|
|
Total Assets
|
|
Total Liabilities
|
||||||||
|
|
(In thousands)
|
||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||
NHP/PMB L.P.
|
|
$
|
635,018
|
|
|
$
|
199,169
|
|
|
$
|
645,109
|
|
|
$
|
203,235
|
|
Ventas Realty Capital Healthcare Trust Operating Partnership, L.P.
|
|
2,330,221
|
|
|
226,190
|
|
|
2,367,296
|
|
|
233,600
|
|
||||
Other identified VIEs
|
|
1,547,758
|
|
|
399,844
|
|
|
1,582,430
|
|
|
431,582
|
|
•
|
Cash and cash equivalents -
The carrying amount of unrestricted cash and cash equivalents reported on our Consolidated Balance Sheets approximates fair value due to the short maturity of these instruments.
|
•
|
Escrow deposits and restricted cash
- The carrying amount of escrow deposits and restricted cash reported on our Consolidated Balance Sheets approximates fair value due to the short maturity of these instruments.
|
•
|
Loans receivable -
We estimate the fair value of loans receivable using level two and level three inputs: we discount future cash flows using current interest rates at which similar loans with the same terms and length to maturity would be made to borrowers with similar credit ratings.
|
•
|
Marketable debt securities -
We estimate the fair value of corporate bonds, if any, using level two inputs: we observe quoted prices for similar assets or liabilities in active markets that we have the ability to access. We estimate the fair value of certain government-sponsored pooled loan investments using level three inputs: we consider credit spreads, underlying asset performance and credit quality, default rates and any other applicable criteria.
|
•
|
Derivative instruments -
With the assistance of a third party, we estimate the fair value of derivative instruments, including interest rate caps, interest rate swaps, and foreign currency forward contracts, using level two inputs: for interest rate caps, we observe forward yield curves and other relevant information; for interest rate swaps, we observe alternative financing rates derived from market-based financing rates, forward yield curves and discount rates; and for foreign currency forward contracts, we estimate the future values of the two currency tranches using forward exchange rates that are based on traded forward points and calculate a present value of the net amount using a discount factor based on observable traded interest rates.
|
•
|
Senior notes payable and other debt -
We estimate the fair value of senior notes payable and other debt using level two inputs: we discount the future cash flows using current interest rates at which we could obtain similar borrowings. For mortgage debt, we may estimate fair value using level three inputs.
|
•
|
Redeemable OP unitholder interests -
We estimate the fair value of our redeemable OP unitholder interests using level one inputs: we base fair value on the closing price of our common stock, as OP units and Class C Units may be redeemed at the election of the holder for cash or, at our option, shares of our common stock, subject to adjustment in certain circumstances.
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||
|
|
Number of Properties Held for Sale
|
|
Assets Held for Sale
|
|
Liabilities Held for Sale
|
|
Number of Properties Held for Sale
|
|
Assets Held for Sale
|
|
Liabilities Held for Sale
|
||||||||||
|
|
(Dollars in thousands)
|
||||||||||||||||||||
Triple-net leased properties
|
|
1
|
|
|
$
|
2,393
|
|
|
$
|
—
|
|
|
2
|
|
|
$
|
4,488
|
|
|
$
|
44
|
|
MOB operations
|
|
7
|
|
|
51,870
|
|
|
12,625
|
|
|
8
|
|
|
68,619
|
|
|
24,759
|
|
||||
Senior Living Operations
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
1
|
|
|
$
|
19,953
|
|
|
$
|
9,537
|
|
Total
|
|
8
|
|
|
$
|
54,263
|
|
|
$
|
12,625
|
|
|
11
|
|
|
$
|
93,060
|
|
|
$
|
34,340
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Revenues:
|
|
|
|
||||
Rental income
|
$
|
—
|
|
|
$
|
77,651
|
|
Income from loans and investments
|
—
|
|
|
846
|
|
||
Interest and other income
|
—
|
|
|
1
|
|
||
|
—
|
|
|
78,498
|
|
||
Expenses:
|
|
|
|
||||
Interest
|
—
|
|
|
24,514
|
|
||
Depreciation and amortization
|
—
|
|
|
31,234
|
|
||
Property-level operating expenses
|
—
|
|
|
—
|
|
||
General, administrative and professional fees
|
—
|
|
|
4
|
|
||
Merger-related expenses and deal costs
|
489
|
|
|
4,559
|
|
||
Other
|
—
|
|
|
565
|
|
||
|
489
|
|
|
60,876
|
|
||
(Loss) income before real estate dispositions and noncontrolling interest
|
(489
|
)
|
|
17,622
|
|
||
Gain (loss) on real estate dispositions
|
—
|
|
|
—
|
|
||
Net (loss) income from discontinued operations
|
(489
|
)
|
|
17,622
|
|
||
Net income attributable to noncontrolling interest
|
—
|
|
|
48
|
|
||
Net (loss) income from discontinued operations attributable to common stockholders
|
$
|
(489
|
)
|
|
$
|
17,574
|
|
|
|
March 31, 2016
|
||||||||||||||
|
|
Carrying Amount
|
|
Amortized Cost
|
|
Fair Value
|
|
Unrealized Gain
|
||||||||
|
|
(In thousands)
|
||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||
Secured mortgage loans and other
|
|
$
|
938,516
|
|
|
$
|
938,516
|
|
|
$
|
967,776
|
|
|
$
|
—
|
|
Government-sponsored pooled loan investments (1)
|
|
64,082
|
|
|
62,352
|
|
|
64,082
|
|
|
1,730
|
|
||||
Total investments reported as Secured loans receivable and investments, net
|
|
1,002,598
|
|
|
1,000,868
|
|
|
1,031,858
|
|
|
1,730
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Non-mortgage loans receivable
|
|
38,096
|
|
|
38,096
|
|
|
39,289
|
|
|
—
|
|
||||
Total investments reported as Other assets
|
|
38,096
|
|
|
38,096
|
|
|
39,289
|
|
|
—
|
|
||||
Total net loans receivable and investments
|
|
$
|
1,040,694
|
|
|
$
|
1,038,964
|
|
|
$
|
1,071,147
|
|
|
$
|
1,730
|
|
|
|
December 31, 2015
|
||||||||||||||
|
|
Carrying Amount
|
|
Amortized Cost
|
|
Fair Value
|
|
Unrealized Gain
|
||||||||
|
|
(In thousands)
|
||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||
Secured mortgage loans and other
|
|
$
|
793,433
|
|
|
$
|
793,433
|
|
|
$
|
816,849
|
|
|
$
|
—
|
|
Government-sponsored pooled loan investments
|
|
63,679
|
|
|
62,130
|
|
|
63,679
|
|
|
1,549
|
|
||||
Total investments reported as Secured loans receivable and investments, net
|
|
857,112
|
|
|
855,563
|
|
|
880,528
|
|
|
1,549
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Non-mortgage loans receivable
|
|
37,926
|
|
|
37,926
|
|
|
38,806
|
|
|
—
|
|
||||
Total investments reported as Other assets
|
|
37,926
|
|
|
37,926
|
|
|
38,806
|
|
|
—
|
|
||||
Total net loans receivable and investments
|
|
$
|
895,038
|
|
|
$
|
893,489
|
|
|
$
|
919,334
|
|
|
$
|
1,549
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||
|
Balance
|
|
Remaining
Weighted Average
Amortization
Period in Years
|
|
Balance
|
|
Remaining
Weighted Average
Amortization
Period in Years
|
||||
|
(Dollars in thousands)
|
||||||||||
Intangible assets:
|
|
|
|
|
|
|
|
||||
Above market lease intangibles
|
$
|
155,008
|
|
|
6.8
|
|
$
|
155,161
|
|
|
7.0
|
In-place and other lease intangibles
|
1,188,179
|
|
|
21.6
|
|
1,189,261
|
|
|
20.9
|
||
Goodwill
|
1,044,983
|
|
|
N/A
|
|
1,047,497
|
|
|
N/A
|
||
Other intangibles
|
35,863
|
|
|
9.0
|
|
35,792
|
|
|
8.6
|
||
Accumulated amortization
|
(695,365
|
)
|
|
N/A
|
|
(655,176
|
)
|
|
N/A
|
||
Net intangible assets
|
$
|
1,728,668
|
|
|
19.8
|
|
$
|
1,772,535
|
|
|
19.2
|
Intangible liabilities:
|
|
|
|
|
|
|
|
||||
Below market lease intangibles
|
$
|
256,121
|
|
|
14.2
|
|
$
|
256,034
|
|
|
14.2
|
Other lease intangibles
|
35,925
|
|
|
30.6
|
|
35,925
|
|
|
30.1
|
||
Accumulated amortization
|
(119,216
|
)
|
|
N/A
|
|
(113,647
|
)
|
|
N/A
|
||
Purchase option intangibles
|
3,568
|
|
|
N/A
|
|
3,568
|
|
|
N/A
|
||
Net intangible liabilities
|
$
|
176,398
|
|
|
15.6
|
|
$
|
181,880
|
|
|
15.6
|
|
|
|
|
|
|
March 31,
2016 |
|
December 31,
2015 |
||||
|
(In thousands)
|
||||||
Straight-line rent receivables, net
|
$
|
228,621
|
|
|
$
|
219,064
|
|
Non-mortgage loans receivable, net
|
38,096
|
|
|
37,926
|
|
||
Other intangibles, net
|
12,011
|
|
|
13,224
|
|
||
Other
|
145,708
|
|
|
142,189
|
|
||
Total other assets
|
$
|
424,436
|
|
|
$
|
412,403
|
|
|
March 31,
2016 |
|
December 31,
2015 |
||||
|
(In thousands)
|
||||||
Unsecured revolving credit facility (1)
|
$
|
324,488
|
|
|
$
|
180,683
|
|
1.55% Senior Notes due 2016
|
550,000
|
|
|
550,000
|
|
||
1.250% Senior Notes due 2017
|
300,000
|
|
|
300,000
|
|
||
2.00% Senior Notes due 2018
|
700,000
|
|
|
700,000
|
|
||
Unsecured term loan due 2018 (2)
|
200,000
|
|
|
200,000
|
|
||
Unsecured term loan due 2019 (2)
|
474,249
|
|
|
468,477
|
|
||
4.00% Senior Notes due 2019
|
600,000
|
|
|
600,000
|
|
||
3.00% Senior Notes, Series A due 2019 (3)
|
307,598
|
|
|
289,038
|
|
||
2.700% Senior Notes due 2020
|
500,000
|
|
|
500,000
|
|
||
Unsecured term loan due 2020
|
900,000
|
|
|
900,000
|
|
||
4.750% Senior Notes due 2021
|
700,000
|
|
|
700,000
|
|
||
4.25% Senior Notes due 2022
|
600,000
|
|
|
600,000
|
|
||
3.25% Senior Notes due 2022
|
500,000
|
|
|
500,000
|
|
||
3.300% Senior Notes due 2022 (3)
|
192,249
|
|
|
180,649
|
|
||
3.750% Senior Notes due 2024
|
400,000
|
|
|
400,000
|
|
||
4.125% Senior Notes, Series B due 2024 (3)
|
192,249
|
|
|
180,649
|
|
||
3.500% Senior Notes due 2025
|
600,000
|
|
|
600,000
|
|
||
4.125% Senior Notes due 2026
|
500,000
|
|
|
500,000
|
|
||
6.90% Senior Notes due 2037
|
52,400
|
|
|
52,400
|
|
||
6.59% Senior Notes due 2038
|
22,973
|
|
|
22,973
|
|
||
5.45% Senior Notes due 2043
|
258,750
|
|
|
258,750
|
|
||
5.70% Senior Notes due 2043
|
300,000
|
|
|
300,000
|
|
||
4.375% Senior Notes due 2045
|
300,000
|
|
|
300,000
|
|
||
Mortgage loans and other (4)
|
1,835,070
|
|
|
1,987,401
|
|
||
Total
|
11,310,026
|
|
|
11,271,020
|
|
||
Deferred financing costs, net
|
(65,555
|
)
|
|
(69,121
|
)
|
||
Unamortized fair value adjustment
|
30,751
|
|
|
33,570
|
|
||
Unamortized discounts
|
(27,492
|
)
|
|
(28,473
|
)
|
||
Senior notes payable and other debt
|
$
|
11,247,730
|
|
|
$
|
11,206,996
|
|
|
|
|
|
|
(1)
|
$163.5 million
and
$9.7 million
of aggregate borrowings are denominated in Canadian dollars as of
March 31, 2016
and
December 31, 2015
, respectively.
|
(2)
|
These amounts represent in aggregate the
$674.2 million
of unsecured term loan borrowings under our unsecured credit facility, of which
$95.7 million
included in the 2019 tranche is in the form of Canadian dollars.
|
(3)
|
These borrowings are in the form of Canadian dollars.
|
(4)
|
2016 and 2015 exclude
$11.1 million
and
$22.9 million
, respectively, of mortgage debt related to real estate assets classified as held for sale that is included in liabilities related to assets held for sale on our Consolidated Balance Sheet.
|
|
Principal Amount
Due at Maturity
|
|
Unsecured
Revolving Credit
Facility (1)
|
|
Scheduled Periodic
Amortization
|
|
Total Maturities
|
||||||||
|
(In thousands)
|
||||||||||||||
2016 (2)
|
$
|
586,002
|
|
|
$
|
—
|
|
|
$
|
21,777
|
|
|
$
|
607,779
|
|
2017
|
746,458
|
|
|
—
|
|
|
25,739
|
|
|
772,197
|
|
||||
2018
|
1,101,879
|
|
|
324,488
|
|
|
20,621
|
|
|
1,446,988
|
|
||||
2019
|
1,806,428
|
|
|
—
|
|
|
14,126
|
|
|
1,820,554
|
|
||||
2020
|
1,416,913
|
|
|
—
|
|
|
11,122
|
|
|
1,428,035
|
|
||||
Thereafter (3)
|
5,108,858
|
|
|
—
|
|
|
125,615
|
|
|
5,234,473
|
|
||||
Total maturities
|
$
|
10,766,538
|
|
|
$
|
324,488
|
|
|
$
|
219,000
|
|
|
$
|
11,310,026
|
|
|
|
|
|
|
(1)
|
As of
March 31, 2016
, we had
$51.7 million
of unrestricted cash and cash equivalents, for
$272.8 million
of net borrowings outstanding under our unsecured revolving credit facility.
|
(2)
|
Excludes
$11.1 million
of mortgage debt related to real estate assets classified as held for sale as of March 31, 2016 that is scheduled to mature in 2016.
|
(3)
|
Includes
$52.4 million
aggregate principal amount of our
6.90%
senior notes due 2037 that is subject to repurchase, at the option of the holders, on October 1 in each of 2017 and 2027, and
$23.0 million
aggregate principal amount of
6.59%
senior notes due 2038 that is subject to repurchase, at the option of the holders, on July 7 in each of 2018, 2023 and 2028.
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||
|
Carrying
Amount
|
|
Fair Value
|
|
Carrying
Amount
|
|
Fair Value
|
||||||||
|
(In thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
51,701
|
|
|
$
|
51,701
|
|
|
$
|
53,023
|
|
|
$
|
53,023
|
|
Secured loans receivable, net
|
938,516
|
|
|
967,776
|
|
|
793,433
|
|
|
816,849
|
|
||||
Non-mortgage loans receivable, net
|
38,096
|
|
|
39,289
|
|
|
37,926
|
|
|
38,806
|
|
||||
Government-sponsored pooled loan investments
|
64,082
|
|
|
64,082
|
|
|
63,679
|
|
|
63,679
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Senior notes payable and other debt, gross
|
11,310,026
|
|
|
11,608,231
|
|
|
11,271,020
|
|
|
11,384,880
|
|
||||
Derivative instruments and other liabilities
|
4,194
|
|
|
4,194
|
|
|
2,696
|
|
|
2,696
|
|
||||
Redeemable OP unitholder interests
|
183,658
|
|
|
183,658
|
|
|
188,546
|
|
|
188,546
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
|
(In thousands)
|
||||||
Foreign currency translation
|
$
|
(24,594
|
)
|
|
$
|
(13,926
|
)
|
Unrealized gain on marketable securities
|
1,730
|
|
|
1,549
|
|
||
Other
|
2,932
|
|
|
4,812
|
|
||
Total accumulated other comprehensive loss
|
$
|
(19,932
|
)
|
|
$
|
(7,565
|
)
|
|
For the Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands, except per share amounts)
|
||||||
Numerator for basic and diluted earnings per share:
|
|
|
|
||||
Income from continuing operations attributable to common stockholders, including real estate dispositions
|
$
|
149,469
|
|
|
$
|
102,868
|
|
Discontinued operations
|
(489
|
)
|
|
17,574
|
|
||
Net income attributable to common stockholders
|
$
|
148,980
|
|
|
$
|
120,442
|
|
Denominator:
|
|
|
|
||||
Denominator for basic earnings per share—weighted average shares
|
335,559
|
|
|
325,454
|
|
||
Effect of dilutive securities:
|
|
|
|
||||
Stock options
|
311
|
|
|
531
|
|
||
Restricted stock awards
|
149
|
|
|
70
|
|
||
OP units
|
3,183
|
|
|
3,148
|
|
||
Denominator for diluted earnings per share—adjusted weighted average shares
|
339,202
|
|
|
329,203
|
|
||
Basic earnings per share:
|
|
|
|
||||
Income from continuing operations attributable to common stockholders, including real estate dispositions
|
$
|
0.44
|
|
|
$
|
0.32
|
|
Discontinued operations
|
(0.00
|
)
|
|
0.05
|
|
||
Net income attributable to common stockholders
|
$
|
0.44
|
|
|
$
|
0.37
|
|
Diluted earnings per share:
|
|
|
|
||||
Income from continuing operations attributable to common stockholders, including real estate dispositions
|
$
|
0.44
|
|
|
$
|
0.32
|
|
Discontinued operations
|
(0.00
|
)
|
|
0.05
|
|
||
Net income attributable to common stockholders
|
$
|
0.44
|
|
|
$
|
0.37
|
|
|
Triple-Net
Leased
Properties
|
|
Senior
Living
Operations
|
|
MOB
Operations
|
|
All
Other
|
|
Total
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Rental income
|
$
|
214,487
|
|
|
$
|
—
|
|
|
$
|
144,136
|
|
|
$
|
—
|
|
|
$
|
358,623
|
|
Resident fees and services
|
—
|
|
|
463,976
|
|
|
—
|
|
|
—
|
|
|
463,976
|
|
|||||
Medical office building and other services revenue
|
1,199
|
|
|
—
|
|
|
4,976
|
|
|
1,010
|
|
|
7,185
|
|
|||||
Income from loans and investments
|
—
|
|
|
—
|
|
|
—
|
|
|
22,386
|
|
|
22,386
|
|
|||||
Interest and other income
|
—
|
|
|
—
|
|
|
—
|
|
|
119
|
|
|
119
|
|
|||||
Total revenues
|
$
|
215,686
|
|
|
$
|
463,976
|
|
|
$
|
149,112
|
|
|
$
|
23,515
|
|
|
$
|
852,289
|
|
Total revenues
|
$
|
215,686
|
|
|
$
|
463,976
|
|
|
$
|
149,112
|
|
|
$
|
23,515
|
|
|
$
|
852,289
|
|
Less:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest and other income
|
—
|
|
|
—
|
|
|
—
|
|
|
119
|
|
|
119
|
|
|||||
Property-level operating expenses
|
—
|
|
|
312,541
|
|
|
43,681
|
|
|
—
|
|
|
356,222
|
|
|||||
Medical office building services costs
|
—
|
|
|
—
|
|
|
3,451
|
|
|
—
|
|
|
3,451
|
|
|||||
Segment NOI
|
215,686
|
|
|
151,435
|
|
|
101,980
|
|
|
23,396
|
|
|
492,497
|
|
|||||
(Loss) income from unconsolidated entities
|
(671
|
)
|
|
337
|
|
|
(126
|
)
|
|
262
|
|
|
(198
|
)
|
|||||
Segment profit
|
$
|
215,015
|
|
|
$
|
151,772
|
|
|
$
|
101,854
|
|
|
$
|
23,658
|
|
|
492,299
|
|
|
Interest and other income
|
|
|
|
|
|
|
|
|
|
|
|
|
119
|
|
|||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
(103,273
|
)
|
|||||
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
(236,387
|
)
|
|||||
General, administrative and professional fees
|
|
|
|
|
|
|
|
|
|
|
|
|
(31,726
|
)
|
|||||
Loss on extinguishment of debt, net
|
|
|
|
|
|
|
|
|
(314
|
)
|
|||||||||
Merger-related expenses and deal costs
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,632
|
)
|
|||||
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,168
|
)
|
|||||
Income tax benefit
|
|
|
|
|
|
|
|
|
|
|
|
|
8,421
|
|
|||||
Discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
(489
|
)
|
|||||
Gain on real estate dispositions
|
|
|
|
|
|
|
|
|
26,184
|
|
|||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
149,034
|
|
|
Triple-Net
Leased
Properties
|
|
Senior
Living
Operations
|
|
MOB
Operations
|
|
All
Other
|
|
Total
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Rental income
|
$
|
188,557
|
|
|
$
|
—
|
|
|
$
|
137,060
|
|
|
$
|
—
|
|
|
$
|
325,617
|
|
Resident fees and services
|
—
|
|
|
446,914
|
|
|
—
|
|
|
—
|
|
|
446,914
|
|
|||||
Medical office building and other services revenue
|
1,136
|
|
|
—
|
|
|
8,858
|
|
|
549
|
|
|
10,543
|
|
|||||
Income from loans and investments
|
—
|
|
|
—
|
|
|
—
|
|
|
22,053
|
|
|
22,053
|
|
|||||
Interest and other income
|
—
|
|
|
—
|
|
|
—
|
|
|
471
|
|
|
471
|
|
|||||
Total revenues
|
$
|
189,693
|
|
|
$
|
446,914
|
|
|
$
|
145,918
|
|
|
$
|
23,073
|
|
|
$
|
805,598
|
|
Total revenues
|
$
|
189,693
|
|
|
$
|
446,914
|
|
|
$
|
145,918
|
|
|
$
|
23,073
|
|
|
$
|
805,598
|
|
Less:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest and other income
|
—
|
|
|
—
|
|
|
—
|
|
|
471
|
|
|
471
|
|
|||||
Property-level operating expenses
|
—
|
|
|
298,362
|
|
|
42,437
|
|
|
—
|
|
|
340,799
|
|
|||||
Medical office building services costs
|
—
|
|
|
—
|
|
|
6,918
|
|
|
—
|
|
|
6,918
|
|
|||||
Segment NOI
|
189,693
|
|
|
148,552
|
|
|
96,563
|
|
|
22,602
|
|
|
457,410
|
|
|||||
Income (loss) from unconsolidated entities
|
425
|
|
|
(422
|
)
|
|
(25
|
)
|
|
(229
|
)
|
|
(251
|
)
|
|||||
Segment profit
|
$
|
190,118
|
|
|
$
|
148,130
|
|
|
$
|
96,538
|
|
|
$
|
22,373
|
|
|
457,159
|
|
|
Interest and other income
|
|
|
|
|
|
|
|
|
|
|
|
|
471
|
|
|||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
(82,328
|
)
|
|||||
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
(216,219
|
)
|
|||||
General, administrative and professional fees
|
|
|
|
|
|
|
|
|
|
|
|
|
(34,326
|
)
|
|||||
Loss on extinguishment of debt, net
|
|
|
|
|
|
|
|
|
(21
|
)
|
|||||||||
Merger-related expenses and deal costs
|
|
|
|
|
|
|
|
|
|
|
|
|
(30,613
|
)
|
|||||
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,874
|
)
|
|||||
Income tax benefit
|
|
|
|
|
|
|
|
|
|
|
|
|
7,250
|
|
|||||
Discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
17,574
|
|
|||||
Gain on real estate dispositions
|
|
|
|
|
|
|
|
|
6,686
|
|
|||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
120,759
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Capital expenditures:
|
|
|
|
||||
Triple-net leased properties
|
$
|
40,701
|
|
|
$
|
457,018
|
|
Senior living operations
|
18,994
|
|
|
282,432
|
|
||
MOB operations
|
12,413
|
|
|
387,727
|
|
||
Total capital expenditures
|
$
|
72,108
|
|
|
$
|
1,127,177
|
|
|
As of March 31, 2016
|
|
As of December 31, 2015
|
||||
|
(In thousands)
|
||||||
Net real estate property:
|
|
|
|
||||
United States
|
$
|
18,117,507
|
|
|
$
|
18,271,829
|
|
Canada
|
1,088,335
|
|
|
1,039,561
|
|
||
United Kingdom
|
302,639
|
|
|
313,830
|
|
||
Total net real estate property
|
$
|
19,508,481
|
|
|
$
|
19,625,220
|
|
|
Ventas, Inc.
|
|
Ventas
Realty (1)
|
|
Ventas
Subsidiaries
|
|
Consolidated
Elimination
|
|
Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Net real estate investments
|
$
|
2,101
|
|
|
$
|
185,178
|
|
|
$
|
20,421,920
|
|
|
$
|
—
|
|
|
$
|
20,609,199
|
|
Cash and cash equivalents
|
7,307
|
|
|
—
|
|
|
44,394
|
|
|
—
|
|
|
51,701
|
|
|||||
Escrow deposits and restricted cash
|
7,154
|
|
|
1,336
|
|
|
68,220
|
|
|
—
|
|
|
76,710
|
|
|||||
Investment in and advances to affiliates
|
13,001,108
|
|
|
3,545,183
|
|
|
—
|
|
|
(16,546,291
|
)
|
|
—
|
|
|||||
Goodwill
|
—
|
|
|
—
|
|
|
1,044,983
|
|
|
—
|
|
|
1,044,983
|
|
|||||
Assets held for sale
|
—
|
|
|
2,393
|
|
|
51,870
|
|
|
—
|
|
|
54,263
|
|
|||||
Other assets
|
16,456
|
|
|
3,313
|
|
|
404,667
|
|
|
—
|
|
|
424,436
|
|
|||||
Total assets
|
$
|
13,034,126
|
|
|
$
|
3,737,403
|
|
|
$
|
22,036,054
|
|
|
$
|
(16,546,291
|
)
|
|
$
|
22,261,292
|
|
Liabilities and equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Senior notes payable and other debt
|
$
|
—
|
|
|
$
|
8,364,652
|
|
|
$
|
2,883,078
|
|
|
$
|
—
|
|
|
$
|
11,247,730
|
|
Intercompany loans
|
7,375,971
|
|
|
(6,530,481
|
)
|
|
(845,490
|
)
|
|
—
|
|
|
—
|
|
|||||
Accrued interest
|
—
|
|
|
53,064
|
|
|
13,924
|
|
|
—
|
|
|
66,988
|
|
|||||
Accounts payable and other liabilities
|
78,125
|
|
|
43,372
|
|
|
616,830
|
|
|
—
|
|
|
738,327
|
|
|||||
Liabilities held for sale
|
—
|
|
|
—
|
|
|
12,625
|
|
|
—
|
|
|
12,625
|
|
|||||
Deferred income taxes
|
333,354
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
333,354
|
|
|||||
Total liabilities
|
7,787,450
|
|
|
1,930,607
|
|
|
2,680,967
|
|
|
—
|
|
|
12,399,024
|
|
|||||
Redeemable OP unitholder and noncontrolling interests
|
—
|
|
|
—
|
|
|
191,739
|
|
|
—
|
|
|
191,739
|
|
|||||
Total equity
|
5,246,676
|
|
|
1,806,796
|
|
|
19,163,348
|
|
|
(16,546,291
|
)
|
|
9,670,529
|
|
|||||
Total liabilities and equity
|
$
|
13,034,126
|
|
|
$
|
3,737,403
|
|
|
$
|
22,036,054
|
|
|
$
|
(16,546,291
|
)
|
|
$
|
22,261,292
|
|
|
|
|
|
|
(1)
|
Certain of Ventas Realty’s outstanding senior notes were issued jointly with our
100%
owned subsidiary, Ventas Capital Corporation, which has no assets or operations.
|
|
Ventas, Inc.
|
|
Ventas
Realty (1)
|
|
Ventas
Subsidiaries
|
|
Consolidated
Elimination
|
|
Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Net real estate investments
|
$
|
5,798
|
|
|
$
|
195,015
|
|
|
$
|
20,377,226
|
|
|
$
|
—
|
|
|
$
|
20,578,039
|
|
Cash and cash equivalents
|
11,733
|
|
|
—
|
|
|
41,290
|
|
|
—
|
|
|
53,023
|
|
|||||
Escrow deposits and restricted cash
|
7,154
|
|
|
1,644
|
|
|
69,098
|
|
|
—
|
|
|
77,896
|
|
|||||
Investment in and advances to affiliates
|
12,989,643
|
|
|
3,545,183
|
|
|
—
|
|
|
(16,534,826
|
)
|
|
—
|
|
|||||
Goodwill
|
—
|
|
|
—
|
|
|
1,047,497
|
|
|
—
|
|
|
1,047,497
|
|
|||||
Assets held for sale
|
—
|
|
|
4,488
|
|
|
88,572
|
|
|
—
|
|
|
93,060
|
|
|||||
Other assets
|
17,869
|
|
|
4,182
|
|
|
390,352
|
|
|
—
|
|
|
412,403
|
|
|||||
Total assets
|
$
|
13,032,197
|
|
|
$
|
3,750,512
|
|
|
$
|
22,014,035
|
|
|
$
|
(16,534,826
|
)
|
|
$
|
22,261,918
|
|
Liabilities and equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Senior notes payable and other debt
|
$
|
—
|
|
|
$
|
8,370,670
|
|
|
$
|
2,836,326
|
|
|
$
|
—
|
|
|
$
|
11,206,996
|
|
Intercompany loans
|
7,294,158
|
|
|
(6,571,512
|
)
|
|
(722,646
|
)
|
|
—
|
|
|
—
|
|
|||||
Accrued interest
|
—
|
|
|
64,561
|
|
|
16,303
|
|
|
—
|
|
|
80,864
|
|
|||||
Accounts payable and other liabilities
|
68,604
|
|
|
45,226
|
|
|
665,550
|
|
|
—
|
|
|
779,380
|
|
|||||
Liabilities held for sale
|
—
|
|
|
44
|
|
|
34,296
|
|
|
—
|
|
|
34,340
|
|
|||||
Deferred income taxes
|
338,382
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
338,382
|
|
|||||
Total liabilities
|
7,701,144
|
|
|
1,908,989
|
|
|
2,829,829
|
|
|
—
|
|
|
12,439,962
|
|
|||||
Redeemable OP unitholder and noncontrolling interests
|
—
|
|
|
—
|
|
|
196,529
|
|
|
—
|
|
|
196,529
|
|
|||||
Total equity
|
5,331,053
|
|
|
1,841,523
|
|
|
18,987,677
|
|
|
(16,534,826
|
)
|
|
9,625,427
|
|
|||||
Total liabilities and equity
|
$
|
13,032,197
|
|
|
$
|
3,750,512
|
|
|
$
|
22,014,035
|
|
|
$
|
(16,534,826
|
)
|
|
$
|
22,261,918
|
|
|
|
|
|
|
(1)
|
Certain of Ventas Realty’s outstanding senior notes were issued jointly with our
100%
owned subsidiary, Ventas Capital Corporation, which has no assets or operations.
|
|
Ventas, Inc.
|
|
Ventas
Realty (1)
|
|
Ventas
Subsidiaries
|
|
Consolidated
Elimination
|
|
Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Rental income
|
$
|
916
|
|
|
$
|
48,725
|
|
|
$
|
308,982
|
|
|
$
|
—
|
|
|
$
|
358,623
|
|
Resident fees and services
|
—
|
|
|
—
|
|
|
463,976
|
|
|
—
|
|
|
463,976
|
|
|||||
Medical office building and other services revenue
|
602
|
|
|
—
|
|
|
6,583
|
|
|
—
|
|
|
7,185
|
|
|||||
Income from loans and investments
|
—
|
|
|
—
|
|
|
22,386
|
|
|
—
|
|
|
22,386
|
|
|||||
Equity earnings in affiliates
|
108,762
|
|
|
—
|
|
|
(342
|
)
|
|
(108,420
|
)
|
|
—
|
|
|||||
Interest and other income
|
29
|
|
|
—
|
|
|
90
|
|
|
—
|
|
|
119
|
|
|||||
Total revenues
|
110,309
|
|
|
48,725
|
|
|
801,675
|
|
|
(108,420
|
)
|
|
852,289
|
|
|||||
Expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest
|
(10,795
|
)
|
|
68,579
|
|
|
45,489
|
|
|
—
|
|
|
103,273
|
|
|||||
Depreciation and amortization
|
4,932
|
|
|
9,914
|
|
|
221,541
|
|
|
—
|
|
|
236,387
|
|
|||||
Property-level operating expenses
|
—
|
|
|
79
|
|
|
356,143
|
|
|
—
|
|
|
356,222
|
|
|||||
Medical office building services costs
|
—
|
|
|
—
|
|
|
3,451
|
|
|
—
|
|
|
3,451
|
|
|||||
General, administrative and professional fees
|
(15
|
)
|
|
4,504
|
|
|
27,237
|
|
|
—
|
|
|
31,726
|
|
|||||
Loss on extinguishment of debt, net
|
—
|
|
|
—
|
|
|
314
|
|
|
—
|
|
|
314
|
|
|||||
Merger-related expenses and deal costs
|
1,372
|
|
|
—
|
|
|
260
|
|
|
—
|
|
|
1,632
|
|
|||||
Other
|
(49
|
)
|
|
—
|
|
|
4,217
|
|
|
—
|
|
|
4,168
|
|
|||||
Total expenses
|
(4,555
|
)
|
|
83,076
|
|
|
658,652
|
|
|
—
|
|
|
737,173
|
|
|||||
Income (loss) from continuing operations before unconsolidated entities, income taxes, real estate dispositions and noncontrolling interest
|
114,864
|
|
|
(34,351
|
)
|
|
143,023
|
|
|
(108,420
|
)
|
|
115,116
|
|
|||||
Income (loss) from unconsolidated entities
|
—
|
|
|
103
|
|
|
(301
|
)
|
|
—
|
|
|
(198
|
)
|
|||||
Income tax benefit
|
8,421
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,421
|
|
|||||
Income (loss) from continuing operations
|
123,285
|
|
|
(34,248
|
)
|
|
142,722
|
|
|
(108,420
|
)
|
|
123,339
|
|
|||||
Discontinued operations
|
(489
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(489
|
)
|
|||||
Gain on real estate dispositions
|
26,184
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,184
|
|
|||||
Net income (loss)
|
148,980
|
|
|
(34,248
|
)
|
|
142,722
|
|
|
(108,420
|
)
|
|
149,034
|
|
|||||
Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
54
|
|
|
—
|
|
|
54
|
|
|||||
Net income (loss) attributable to common stockholders
|
$
|
148,980
|
|
|
$
|
(34,248
|
)
|
|
$
|
142,668
|
|
|
$
|
(108,420
|
)
|
|
$
|
148,980
|
|
|
|
|
|
|
(1)
|
Certain of Ventas Realty’s outstanding senior notes were issued jointly with our
100%
owned subsidiary, Ventas Capital Corporation, which has no assets or operations.
|
|
Ventas, Inc.
|
|
Ventas
Realty (1)
|
|
Ventas
Subsidiaries
|
|
Consolidated
Elimination
|
|
Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Rental income
|
$
|
916
|
|
|
$
|
49,788
|
|
|
$
|
274,913
|
|
|
$
|
—
|
|
|
$
|
325,617
|
|
Resident fees and services
|
—
|
|
|
—
|
|
|
446,914
|
|
|
—
|
|
|
446,914
|
|
|||||
Medical office building and other services revenue
|
—
|
|
|
—
|
|
|
10,543
|
|
|
—
|
|
|
10,543
|
|
|||||
Income from loans and investments
|
1,436
|
|
|
51
|
|
|
20,566
|
|
|
—
|
|
|
22,053
|
|
|||||
Equity earnings in affiliates
|
129,995
|
|
|
—
|
|
|
(78
|
)
|
|
(129,917
|
)
|
|
—
|
|
|||||
Interest and other income
|
356
|
|
|
5
|
|
|
110
|
|
|
—
|
|
|
471
|
|
|||||
Total revenues
|
132,703
|
|
|
49,844
|
|
|
752,968
|
|
|
(129,917
|
)
|
|
805,598
|
|
|||||
Expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest
|
(7,829
|
)
|
|
60,623
|
|
|
29,534
|
|
|
—
|
|
|
82,328
|
|
|||||
Depreciation and amortization
|
1,342
|
|
|
4,434
|
|
|
210,443
|
|
|
—
|
|
|
216,219
|
|
|||||
Property-level operating expenses
|
—
|
|
|
131
|
|
|
340,668
|
|
|
—
|
|
|
340,799
|
|
|||||
Medical office building services costs
|
—
|
|
|
—
|
|
|
6,918
|
|
|
—
|
|
|
6,918
|
|
|||||
General, administrative and professional fees
|
(2,741
|
)
|
|
6,361
|
|
|
30,706
|
|
|
—
|
|
|
34,326
|
|
|||||
Loss on extinguishment of debt, net
|
—
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
21
|
|
|||||
Merger-related expenses and deal costs
|
29,793
|
|
|
—
|
|
|
820
|
|
|
—
|
|
|
30,613
|
|
|||||
Other
|
647
|
|
|
4
|
|
|
4,223
|
|
|
—
|
|
|
4,874
|
|
|||||
Total expenses
|
21,212
|
|
|
71,553
|
|
|
623,333
|
|
|
—
|
|
|
716,098
|
|
|||||
Income (loss) from continuing operations before unconsolidated entities, income taxes, real estate dispositions and noncontrolling interest
|
111,491
|
|
|
(21,709
|
)
|
|
129,635
|
|
|
(129,917
|
)
|
|
89,500
|
|
|||||
Income (loss) from unconsolidated entities
|
—
|
|
|
401
|
|
|
(652
|
)
|
|
—
|
|
|
(251
|
)
|
|||||
Income tax benefit
|
7,250
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,250
|
|
|||||
Income (loss) from continuing operations
|
118,741
|
|
|
(21,308
|
)
|
|
128,983
|
|
|
(129,917
|
)
|
|
96,499
|
|
|||||
Discontinued operations
|
(4,985
|
)
|
|
13,520
|
|
|
9,039
|
|
|
—
|
|
|
17,574
|
|
|||||
Gain on real estate dispositions
|
6,686
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,686
|
|
|||||
Net income (loss)
|
120,442
|
|
|
(7,788
|
)
|
|
138,022
|
|
|
(129,917
|
)
|
|
120,759
|
|
|||||
Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
317
|
|
|
—
|
|
|
317
|
|
|||||
Net income attributable to common stockholders
|
$
|
120,442
|
|
|
$
|
(7,788
|
)
|
|
$
|
137,705
|
|
|
$
|
(129,917
|
)
|
|
$
|
120,442
|
|
|
|
|
|
|
(1)
|
Certain of Ventas Realty’s outstanding senior notes were issued jointly with our
100%
owned subsidiary, Ventas Capital Corporation, which has no assets or operations.
|
|
Ventas, Inc.
|
|
Ventas
Realty (1)
|
|
Ventas
Subsidiaries
|
|
Consolidated
Elimination
|
|
Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Net income (loss)
|
$
|
148,980
|
|
|
$
|
(34,248
|
)
|
|
$
|
142,722
|
|
|
$
|
(108,420
|
)
|
|
149,034
|
|
|
Other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
(10,668
|
)
|
|
—
|
|
|
(10,668
|
)
|
|||||
Change in unrealized gain on marketable securities
|
181
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
181
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
(1,880
|
)
|
|
—
|
|
|
(1,880
|
)
|
|||||
Total other comprehensive income (loss)
|
181
|
|
|
—
|
|
|
(12,548
|
)
|
|
—
|
|
|
(12,367
|
)
|
|||||
Comprehensive income (loss)
|
149,161
|
|
|
(34,248
|
)
|
|
130,174
|
|
|
(108,420
|
)
|
|
136,667
|
|
|||||
Comprehensive income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
54
|
|
|
—
|
|
|
54
|
|
|||||
Comprehensive income (loss) attributable to common stockholders
|
$
|
149,161
|
|
|
$
|
(34,248
|
)
|
|
$
|
130,120
|
|
|
$
|
(108,420
|
)
|
|
$
|
136,613
|
|
|
|
|
|
|
(1)
|
Certain of Ventas Realty’s outstanding senior notes were issued jointly with our
100%
owned subsidiary, Ventas Capital Corporation, which has no assets or operations.
|
|
Ventas, Inc.
|
|
Ventas
Realty (1)
|
|
Ventas
Subsidiaries
|
|
Consolidated
Elimination
|
|
Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Net income (loss)
|
$
|
120,442
|
|
|
$
|
(7,788
|
)
|
|
$
|
138,022
|
|
|
$
|
(129,917
|
)
|
|
$
|
120,759
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
(10,872
|
)
|
|
—
|
|
|
(10,872
|
)
|
|||||
Change in unrealized gain on marketable securities
|
1,349
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,349
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
759
|
|
|
—
|
|
|
759
|
|
|||||
Total other comprehensive income (loss)
|
1,349
|
|
|
—
|
|
|
(10,113
|
)
|
|
—
|
|
|
(8,764
|
)
|
|||||
Comprehensive income (loss)
|
121,791
|
|
|
(7,788
|
)
|
|
127,909
|
|
|
(129,917
|
)
|
|
111,995
|
|
|||||
Comprehensive income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
317
|
|
|
—
|
|
|
317
|
|
|||||
Comprehensive income (loss) attributable to common stockholders
|
$
|
121,791
|
|
|
$
|
(7,788
|
)
|
|
$
|
127,592
|
|
|
$
|
(129,917
|
)
|
|
$
|
111,678
|
|
|
|
|
|
|
(1)
|
Certain of Ventas Realty’s outstanding senior notes were issued jointly with our
100%
owned subsidiary, Ventas Capital Corporation, which has no assets or operations.
|
|
Ventas, Inc.
|
|
Ventas
Realty (1)
|
|
Ventas
Subsidiaries
|
|
Consolidated
Elimination
|
|
Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Net cash provided by (used in) operating activities
|
$
|
22,155
|
|
|
$
|
(34,344
|
)
|
|
$
|
285,080
|
|
|
$
|
—
|
|
|
$
|
272,891
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net investment in real estate property
|
(13,620
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,620
|
)
|
|||||
Proceeds from loans receivable
|
—
|
|
|
—
|
|
|
1,625
|
|
|
—
|
|
|
1,625
|
|
|||||
Investment in loans receivable and other
|
—
|
|
|
—
|
|
|
(146,214
|
)
|
|
—
|
|
|
(146,214
|
)
|
|||||
Proceeds from real estate disposals
|
11,091
|
|
|
—
|
|
|
43,120
|
|
|
—
|
|
|
54,211
|
|
|||||
Capital expenditures
|
—
|
|
|
—
|
|
|
(23,721
|
)
|
|
—
|
|
|
(23,721
|
)
|
|||||
Development project expenditures
|
—
|
|
|
—
|
|
|
(34,767
|
)
|
|
—
|
|
|
(34,767
|
)
|
|||||
Other
|
—
|
|
|
—
|
|
|
(4,265
|
)
|
|
—
|
|
|
(4,265
|
)
|
|||||
Net cash used in investing activities
|
(2,529
|
)
|
|
—
|
|
|
(164,222
|
)
|
|
—
|
|
|
(166,751
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net change in borrowings under revolving credit facility
|
—
|
|
|
(10,000
|
)
|
|
147,440
|
|
|
—
|
|
|
137,440
|
|
|||||
Proceeds from debt
|
—
|
|
|
—
|
|
|
145
|
|
|
—
|
|
|
145
|
|
|||||
Repayment of debt
|
—
|
|
|
—
|
|
|
(151,309
|
)
|
|
—
|
|
|
(151,309
|
)
|
|||||
Net change in intercompany debt
|
81,812
|
|
|
41,031
|
|
|
(122,843
|
)
|
|
—
|
|
|
—
|
|
|||||
Payment of deferred financing costs
|
—
|
|
|
—
|
|
|
(76
|
)
|
|
—
|
|
|
(76
|
)
|
|||||
Issuance of common stock, net
|
149,631
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
149,631
|
|
|||||
Cash distribution (to) from affiliates
|
(7,440
|
)
|
|
3,313
|
|
|
4,127
|
|
|
—
|
|
|
—
|
|
|||||
Cash distribution to common stockholders
|
(245,496
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(245,496
|
)
|
|||||
Cash distribution to redeemable OP unitholders
|
—
|
|
|
—
|
|
|
(2,323
|
)
|
|
—
|
|
|
(2,323
|
)
|
|||||
Distributions to noncontrolling interest
|
—
|
|
|
—
|
|
|
(1,743
|
)
|
|
—
|
|
|
(1,743
|
)
|
|||||
Other
|
6,151
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,151
|
|
|||||
Net cash (used in) provided by financing activities
|
(15,342
|
)
|
|
34,344
|
|
|
(126,582
|
)
|
|
—
|
|
|
(107,580
|
)
|
|||||
Net increase (decrease) in cash and cash equivalents
|
4,284
|
|
|
—
|
|
|
(5,724
|
)
|
|
—
|
|
|
(1,440
|
)
|
|||||
Effect of foreign currency translation on cash and cash equivalents
|
(8,710
|
)
|
|
—
|
|
|
8,828
|
|
|
—
|
|
|
118
|
|
|||||
Cash and cash equivalents at beginning of period
|
11,733
|
|
|
—
|
|
|
41,290
|
|
|
—
|
|
|
53,023
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
7,307
|
|
|
$
|
—
|
|
|
$
|
44,394
|
|
|
$
|
—
|
|
|
$
|
51,701
|
|
|
|
|
|
|
(1)
|
Certain of Ventas Realty’s outstanding senior notes were issued jointly with our
100%
owned subsidiary, Ventas Capital Corporation, which has no assets or operations.
|
|
Ventas, Inc.
|
|
Ventas
Realty (1)
|
|
Ventas
Subsidiaries
|
|
Consolidated
Elimination
|
|
Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Net cash (used in) provided by operating activities
|
$
|
(43,636
|
)
|
|
$
|
57,112
|
|
|
$
|
330,693
|
|
|
$
|
—
|
|
|
$
|
344,169
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net investment in real estate property
|
(1,072,539
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,072,539
|
)
|
|||||
Proceeds from loans receivable
|
—
|
|
|
—
|
|
|
92,056
|
|
|
—
|
|
|
92,056
|
|
|||||
Investment in loans receivable and other
|
—
|
|
|
—
|
|
|
(39,573
|
)
|
|
—
|
|
|
(39,573
|
)
|
|||||
Funds held in escrow for future development expenditures
|
—
|
|
|
—
|
|
|
4,003
|
|
|
—
|
|
|
4,003
|
|
|||||
Proceeds from real estate disposals
|
166,341
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
166,341
|
|
|||||
Capital expenditures
|
—
|
|
|
(6,274
|
)
|
|
(14,897
|
)
|
|
—
|
|
|
(21,171
|
)
|
|||||
Development capital expenditures
|
—
|
|
|
—
|
|
|
(33,467
|
)
|
|
—
|
|
|
(33,467
|
)
|
|||||
Other
|
—
|
|
|
—
|
|
|
(4,180
|
)
|
|
—
|
|
|
(4,180
|
)
|
|||||
Net cash (used in) provided by investing activities
|
(906,198
|
)
|
|
(6,274
|
)
|
|
3,942
|
|
|
—
|
|
|
(908,530
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net change in borrowings under revolving credit facility
|
—
|
|
|
(319,000
|
)
|
|
(133,897
|
)
|
|
—
|
|
|
(452,897
|
)
|
|||||
Proceeds from debt
|
—
|
|
|
896,478
|
|
|
196,355
|
|
|
—
|
|
|
1,092,833
|
|
|||||
Repayment of debt
|
—
|
|
|
—
|
|
|
(24,647
|
)
|
|
—
|
|
|
(24,647
|
)
|
|||||
Net change in intercompany debt
|
1,249,176
|
|
|
(608,551
|
)
|
|
(640,625
|
)
|
|
—
|
|
|
—
|
|
|||||
Purchase of noncontrolling interest
|
—
|
|
|
—
|
|
|
(2,660
|
)
|
|
—
|
|
|
(2,660
|
)
|
|||||
Payment of deferred financing costs
|
—
|
|
|
(12,507
|
)
|
|
(1,928
|
)
|
|
—
|
|
|
(14,435
|
)
|
|||||
Issuance of common stock, net
|
285,327
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
285,327
|
|
|||||
Cash distribution (to) from affiliates
|
(272,344
|
)
|
|
(7,258
|
)
|
|
279,602
|
|
|
—
|
|
|
—
|
|
|||||
Cash distribution to common stockholders
|
(254,910
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(254,910
|
)
|
|||||
Cash distribution to redeemable OP unitholders
|
—
|
|
|
—
|
|
|
(2,365
|
)
|
|
—
|
|
|
(2,365
|
)
|
|||||
Purchases of redeemable OP units
|
—
|
|
|
—
|
|
|
(569
|
)
|
|
—
|
|
|
(569
|
)
|
|||||
Distributions to noncontrolling interest
|
—
|
|
|
—
|
|
|
(1,822
|
)
|
|
—
|
|
|
(1,822
|
)
|
|||||
Other
|
5,690
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,690
|
|
|||||
Net cash provided by (used in) financing activities
|
1,012,939
|
|
|
(50,838
|
)
|
|
(332,556
|
)
|
|
—
|
|
|
629,545
|
|
|||||
Net increase in cash and cash equivalents
|
63,105
|
|
|
—
|
|
|
2,079
|
|
|
—
|
|
|
65,184
|
|
|||||
Effect of foreign currency translation on cash and cash equivalents
|
(10,160
|
)
|
|
—
|
|
|
9,853
|
|
|
—
|
|
|
(307
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
24,857
|
|
|
—
|
|
|
30,491
|
|
|
—
|
|
|
55,348
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
77,802
|
|
|
$
|
—
|
|
|
$
|
42,423
|
|
|
$
|
—
|
|
|
$
|
120,225
|
|
|
|
|
|
|
(1)
|
Certain of Ventas Realty’s outstanding senior notes were issued jointly with our
100%
owned subsidiary, Ventas Capital Corporation, which has no assets or operations.
|
•
|
The ability and willingness of our tenants, operators, borrowers, managers and other third parties to satisfy their obligations under their respective contractual arrangements with us, including, in some cases, their obligations to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities;
|
•
|
The ability of our tenants, operators, borrowers and managers to maintain the financial strength and liquidity necessary to satisfy their respective obligations and liabilities to third parties, including without limitation obligations under their existing credit facilities and other indebtedness;
|
•
|
Our success in implementing our business strategy and our ability to identify, underwrite, finance, consummate and integrate diversifying acquisitions and investments;
|
•
|
Macroeconomic conditions such as a disruption of or lack of access to the capital markets, changes in the debt rating on U.S. government securities, default or delay in payment by the United States of its obligations, and changes in the federal or state budgets resulting in the reduction or nonpayment of Medicare or Medicaid reimbursement rates;
|
•
|
The nature and extent of future competition, including new construction in the markets in which our seniors housing communities and medical office buildings (“MOBs”) are located;
|
•
|
The extent of future or pending healthcare reform and regulation, including cost containment measures and changes in reimbursement policies, procedures and rates;
|
•
|
Increases in our borrowing costs as a result of changes in interest rates and other factors;
|
•
|
The ability of our tenants, operators and managers, as applicable, to comply with laws, rules and regulations in the operation of our properties, to deliver high-quality services, to attract and retain qualified personnel and to attract residents and patients;
|
•
|
Changes in general economic conditions or economic conditions in the markets in which we may, from time to time, compete, and the effect of those changes on our revenues, earnings and funding sources;
|
•
|
Our ability to pay down, refinance, restructure or extend our indebtedness as it becomes due;
|
•
|
Our ability and willingness to maintain our qualification as a REIT in light of economic, market, legal, tax and other considerations;
|
•
|
Final determination of our taxable net income for the year ended December 31, 2015 and for the year ending December 31, 2016;
|
•
|
The ability and willingness of our tenants to renew their leases with us upon expiration of the leases, our ability to reposition our properties on the same or better terms in the event of nonrenewal or in the event we exercise our right to
|
•
|
Risks associated with our senior living operating portfolio, such as factors that can cause volatility in our operating income and earnings generated by those properties, including without limitation national and regional economic conditions, development of new competing properties, costs of food, materials, energy, labor and services, employee benefit costs, insurance costs and professional and general liability claims, and the timely delivery of accurate property-level financial results for those properties;
|
•
|
Changes in exchange rates for any foreign currency in which we may, from time to time, conduct business;
|
•
|
Year-over-year changes in the Consumer Price Index or the UK Retail Price Index and the effect of those changes on the rent escalators contained in our leases and on our earnings;
|
•
|
Our ability and the ability of our tenants, operators, borrowers and managers to obtain and maintain adequate property, liability and other insurance from reputable, financially stable providers;
|
•
|
The impact of increased operating costs and uninsured professional liability claims on our liquidity, financial condition and results of operations or that of our tenants, operators, borrowers and managers and our ability and the ability of our tenants, operators, borrowers and managers to accurately estimate the magnitude of those claims;
|
•
|
Risks associated with our MOB portfolio and operations, including our ability to successfully design, develop and manage MOBs and to retain key personnel;
|
•
|
The ability of the hospitals on or near whose campuses our MOBs are located and their affiliated health systems to remain competitive and financially viable and to attract physicians and physician groups;
|
•
|
Risks associated with our investments in joint ventures and unconsolidated entities, including our lack of sole decision-making authority and our reliance on our joint venture partners’ financial condition;
|
•
|
The impact of market or issuer events on the liquidity or value of our investments in marketable securities;
|
•
|
Consolidation in the seniors housing and healthcare industries resulting in a change of control of, or a competitor’s investment in, one or more of our tenants, operators, borrowers or managers or significant changes in the senior management of our tenants, operators, borrowers or managers;
|
•
|
The impact of litigation or any financial, accounting, legal or regulatory issues that may affect us or our tenants, operators, borrowers or managers; and
|
•
|
Changes in accounting principles, or their application or interpretation, and our ability to make estimates and the assumptions underlying the estimates, which could have an effect on our earnings.
|
•
|
During the first quarter of 2016 we made a
$140.0 million
secured mezzanine loan investment relating to Class A life sciences properties in California and Massachusetts that has an annual interest rate of
9.95%
, and we acquired one triple-net leased seniors housing asset for approximately $14.0 million.
|
•
|
During the first quarter of 2016, we sold
two
triple-net leased properties,
one
seniors housing community included in our senior living operations reportable business segment and
one
MOB for aggregate consideration of
$54.5 million
and recognized a gain of
$26.2 million
. In April 2016, we sold
one
triple-net leased property for aggregate consideration of
$8.0 million
and we expect to record a gain of
$4.5 million
on this transaction during the second quarter.
|
•
|
We paid the first quarterly installment of our 2016 dividend of $0.73 per share.
|
•
|
During the first quarter of 2016, we issued and sold
2,621,729
shares of common stock under our “at-the-market” (“ATM”) equity offering program for aggregate net proceeds of
$149.9 million
, after sales agent commissions of
$2.3 million
. Subsequent to March 31, 2016, we issued and sold a total of
641,466
shares of our common stock under our ATM equity offering program for aggregate net proceeds of
$39.9 million
, after sales agent commissions of
$0.6 million
.
|
•
|
In April 2016, we entered into several agreements with Kindred to improve the quality and productivity of the long term acute care hospital (“LTAC”) portfolio leased by Ventas to Kindred. Certain of the agreements consist of lease amendments to the Kindred Master Leases. Under these lease amendments, annual rent on
seven
identified LTACs (“7 LTACs”), which is currently approximately
$8 million
, has been immediately re-allocated to other more productive post-acute assets subject to the Kindred Master Leases. Total annual rent under the Kindred Master Leases will remain the same as its current level. Separately, Ventas has agreed to sell the 7 LTACs to an unrelated third party, subject to conditions to closing. In April, we received
$3.5 million
from Kindred in connection with the lease amendments, which is being amortized over the lease term of certain assets remaining in the Kindred Master Leases.
|
|
As of March 31, 2016
|
|
As of December 31, 2015
|
||
Investment mix by asset type (1):
|
|
|
|
||
Seniors housing communities
|
65.0
|
%
|
|
65.2
|
%
|
MOBs
|
21.5
|
|
|
21.7
|
|
Skilled nursing facilities
|
1.5
|
|
|
1.6
|
|
Specialty hospitals
|
2.1
|
|
|
2.1
|
|
General acute care hospitals
|
5.9
|
|
|
5.9
|
|
Secured loans receivable and investments, net
|
4.0
|
|
|
3.5
|
|
Investment mix by tenant, operator and manager (1):
|
|
|
|
||
Atria
|
22.6
|
%
|
|
22.5
|
%
|
Sunrise
|
11.7
|
|
|
11.7
|
|
Brookdale Senior Living
|
8.4
|
|
|
8.5
|
|
Kindred
|
2.1
|
|
|
2.1
|
|
Ardent
|
5.3
|
|
|
5.3
|
|
All other
|
49.9
|
|
|
49.9
|
|
|
|
|
|
|
(1)
|
Ratios are based on the gross book value of real estate investments (excluding assets classified as held for sale) as of each reporting date.
|
|
For the Three Months Ended March 31,
|
||||
|
2016
|
|
2015
|
||
Operations mix by tenant and operator and business model:
|
|
|
|
||
Revenues (1):
|
|
|
|
||
Senior living operations
|
54.4
|
%
|
|
55.5
|
%
|
Kindred
|
5.3
|
|
|
5.7
|
|
Brookdale Senior Living (2)
|
4.8
|
|
|
6.1
|
|
Ardent (3)
|
3.1
|
|
|
—
|
|
All others
|
32.4
|
|
|
32.7
|
|
Adjusted EBITDA (4):
|
|
|
|
||
Senior living operations
|
31.7
|
%
|
|
28.3
|
%
|
Kindred
|
8.9
|
|
|
8.5
|
|
Brookdale Senior Living (2)
|
8.0
|
|
|
8.9
|
|
Ardent (3)
|
5.2
|
|
|
—
|
|
All others
|
46.2
|
|
|
54.3
|
|
NOI (5):
|
|
|
|
||
Senior living operations
|
30.7
|
%
|
|
32.5
|
%
|
Kindred
|
9.2
|
|
|
10.1
|
|
Brookdale Senior Living (2)
|
8.3
|
|
|
10.7
|
|
Ardent (3)
|
5.3
|
|
|
—
|
|
All others
|
46.5
|
|
|
46.7
|
|
Operations mix by geographic location (6):
|
|
|
|
||
California
|
15.3
|
%
|
|
15.5
|
%
|
New York
|
8.8
|
|
|
8.9
|
|
Texas
|
6.5
|
|
|
5.7
|
|
Illinois
|
4.8
|
|
|
4.9
|
|
Florida
|
4.5
|
|
|
4.6
|
|
All others
|
60.1
|
|
|
60.4
|
|
|
|
|
|
|
(1)
|
Total revenues include medical office building and other services revenue, revenue from loans and investments and interest and other income (excluding amounts in discontinued operations).
|
(2)
|
Excludes one seniors housing community included in senior living operations.
|
(3)
|
Activity relates to August 2015 acquisition of Ardent Health Services, Inc. and simultaneous separation and sale of the Ardent hospital operating company to a consortium of an entity controlled by Equity Group Investments, Ardent’s management team and us.
|
(4)
|
“Adjusted EBITDA” is defined as consolidated earnings, which includes amounts in discontinued operations, before interest, taxes, depreciation and amortization (including non-cash stock-based compensation expense), excluding gains or losses on extinguishment of debt, income or loss from noncontrolling interest and unconsolidated entities (excluding cash distributions), merger-related expenses and deal costs, expenses related to the re-audit and re-review in 2014 of our historical financial statements, net gains/losses on real estate activity, gains/losses on re-measurement of equity interest upon acquisition, changes in the fair value of financial instruments and other immaterial or identified items.
|
(5)
|
“NOI” represents net operating income, which is defined as total revenues, less interest and other income, property-level operating expenses and medical office building services costs (excluding amounts in discontinued operations).
|
(6)
|
Ratios are based on total revenues (excluding amounts in discontinued operations) for each period presented.
|
|
For the Three Months Ended March 31,
|
|
Increase (Decrease)
to Net Income
|
|||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
|
(Dollars in thousands)
|
|||||||||||||
Segment NOI:
|
|
|
|
|
|
|
|
|||||||
Triple-Net Leased Properties
|
$
|
215,686
|
|
|
$
|
189,693
|
|
|
$
|
25,993
|
|
|
13.7
|
%
|
Senior Living Operations
|
151,435
|
|
|
148,552
|
|
|
2,883
|
|
|
1.9
|
|
|||
MOB Operations
|
101,980
|
|
|
96,563
|
|
|
5,417
|
|
|
5.6
|
|
|||
All Other
|
23,396
|
|
|
22,602
|
|
|
794
|
|
|
3.5
|
|
|||
Total segment NOI
|
492,497
|
|
|
457,410
|
|
|
35,087
|
|
|
7.7
|
|
|||
Interest and other income
|
119
|
|
|
471
|
|
|
(352
|
)
|
|
(74.7
|
)
|
|||
Interest expense
|
(103,273
|
)
|
|
(82,328
|
)
|
|
(20,945
|
)
|
|
(25.4
|
)
|
|||
Depreciation and amortization
|
(236,387
|
)
|
|
(216,219
|
)
|
|
(20,168
|
)
|
|
(9.3
|
)
|
|||
General, administrative and professional fees
|
(31,726
|
)
|
|
(34,326
|
)
|
|
2,600
|
|
|
7.6
|
|
|||
Loss on extinguishment of debt, net
|
(314
|
)
|
|
(21
|
)
|
|
(293
|
)
|
|
nm
|
|
|||
Merger-related expenses and deal costs
|
(1,632
|
)
|
|
(30,613
|
)
|
|
28,981
|
|
|
94.7
|
|
|||
Other
|
(4,168
|
)
|
|
(4,874
|
)
|
|
706
|
|
|
14.5
|
|
|||
Income before unconsolidated entities, income taxes, discontinued operations, real estate dispositions and noncontrolling interest
|
115,116
|
|
|
89,500
|
|
|
25,616
|
|
|
28.6
|
|
|||
Loss from unconsolidated entities
|
(198
|
)
|
|
(251
|
)
|
|
53
|
|
|
21.1
|
|
|||
Income tax benefit
|
8,421
|
|
|
7,250
|
|
|
1,171
|
|
|
16.2
|
|
|||
Income from continuing operations
|
123,339
|
|
|
96,499
|
|
|
26,840
|
|
|
27.8
|
|
|||
Discontinued operations
|
(489
|
)
|
|
17,574
|
|
|
(18,063
|
)
|
|
nm
|
|
|||
Gain on real estate dispositions
|
26,184
|
|
|
6,686
|
|
|
19,498
|
|
|
nm
|
|
|||
Net income
|
149,034
|
|
|
120,759
|
|
|
28,275
|
|
|
23.4
|
|
|||
Net income attributable to noncontrolling interest
|
54
|
|
|
317
|
|
|
263
|
|
|
83.0
|
|
|||
Net income attributable to common stockholders
|
$
|
148,980
|
|
|
$
|
120,442
|
|
|
28,538
|
|
|
23.7
|
|
|
|
|
|
|
|
For the Three Months Ended March 31,
|
|
Increase (Decrease)
to Segment NOI
|
|||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
|
(Dollars in thousands)
|
|||||||||||||
Segment NOI—Triple-Net Leased Properties:
|
|
|
|
|
|
|
|
|||||||
Rental income
|
$
|
214,487
|
|
|
$
|
188,557
|
|
|
$
|
25,930
|
|
|
13.8
|
%
|
Other services revenue
|
1,199
|
|
|
1,136
|
|
|
63
|
|
|
5.5
|
|
|||
Segment NOI
|
$
|
215,686
|
|
|
$
|
189,693
|
|
|
25,993
|
|
|
13.7
|
|
|
Number of Properties Owned at March 31, 2016 (1)
|
|
Average
Occupancy For the
Three Months
Ended December 31,
2015 (1)
|
|
|
Number of Properties Owned at March 31, 2015 (1)
|
|
Average
Occupancy For the
Three Months
Ended December 31,
2014 (1)
|
Seniors housing communities
|
435
|
|
88.3%
|
|
|
450
|
|
88.6%
|
Skilled nursing facilities
|
53
|
|
79.7
|
|
|
279
|
|
79.3
|
Specialty hospitals
|
46
|
|
55.2
|
|
|
47
|
|
58.1
|
General acute care hospitals
|
9
|
|
50.2
|
|
|
—
|
|
N/A
|
|
|
|
|
|
(1)
|
Excludes properties included in discontinued operations during 2015, properties sold or classified as held for sale as of
March 31, 2016
, non-stabilized properties, properties owned through investments in unconsolidated entities and certain properties for which we do not receive occupancy information. Also excludes properties acquired during the three months ended
March 31, 2016
and
2015
, respectively, and properties that transitioned operators for which we do not have five full quarters of results subsequent to the transition.
|
|
For the Three Months Ended March 31,
|
|
Increase (Decrease)
to Segment NOI |
|||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
|
(Dollars in thousands)
|
|||||||||||||
Same-Store Segment NOI—Triple-Net Leased Properties:
|
|
|
|
|
|
|
|
|||||||
Rental income
|
$
|
180,746
|
|
|
$
|
172,756
|
|
|
$
|
7,990
|
|
|
4.6
|
%
|
Other services revenue
|
1,199
|
|
|
1,136
|
|
|
63
|
|
|
5.5
|
|
|||
Segment NOI
|
$
|
181,945
|
|
|
$
|
173,892
|
|
|
8,053
|
|
|
4.6
|
|
|
For the Three Months Ended March 31,
|
|
Increase (Decrease)
to Segment NOI |
|||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
|
(Dollars in thousands)
|
|||||||||||||
Segment NOI—Senior Living Operations:
|
|
|
|
|
|
|
|
|||||||
Total revenues
|
$
|
463,976
|
|
|
$
|
446,914
|
|
|
$
|
17,062
|
|
|
3.8
|
%
|
Less:
|
|
|
|
|
|
|
|
|||||||
Property-level operating expenses
|
(312,541
|
)
|
|
(298,362
|
)
|
|
(14,179
|
)
|
|
(4.8
|
)
|
|||
Segment NOI
|
$
|
151,435
|
|
|
$
|
148,552
|
|
|
2,883
|
|
|
1.9
|
|
|
Number of Properties at March 31,
|
|
Average Unit Occupancy For the Three Months Ended March 31,
|
|
Average Monthly Revenue Per Occupied Room For the Three Months Ended March 31,
|
||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Total communities
|
304
|
|
|
305
|
|
|
90.4
|
%
|
|
91.3
|
%
|
|
$
|
5,427
|
|
|
$
|
5,248
|
|
|
For the Three Months Ended March 31,
|
|
Increase (Decrease)
to Segment NOI |
|||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
|
(Dollars in thousands)
|
|||||||||||||
Same-Store Segment NOI—Senior Living Operations:
|
|
|
|
|
|
|
|
|||||||
Total revenues
|
$
|
424,372
|
|
|
$
|
412,735
|
|
|
$
|
11,637
|
|
|
2.8
|
%
|
Less:
|
|
|
|
|
|
|
|
|||||||
Property-level operating expenses
|
(285,156
|
)
|
|
(275,883
|
)
|
|
(9,273
|
)
|
|
(3.4
|
)
|
|||
Segment NOI
|
$
|
139,216
|
|
|
$
|
136,852
|
|
|
2,364
|
|
|
1.7
|
|
|
Number of Properties at March 31,
|
|
Average Unit Occupancy For the Three Months Ended March 31,
|
|
Average Monthly Revenue Per Occupied Room For the Three Months Ended March 31,
|
||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Same-store communities
|
269
|
|
|
269
|
|
|
90.4
|
%
|
|
91.2
|
%
|
|
$
|
5,501
|
|
|
$
|
5,311
|
|
|
For the Three Months Ended March 31,
|
|
Increase (Decrease)
to Segment NOI |
|||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
|
(Dollars in thousands)
|
|||||||||||||
Segment NOI—MOB Operations:
|
|
|
|
|
|
|
|
|||||||
Rental income
|
$
|
144,136
|
|
|
$
|
137,060
|
|
|
$
|
7,076
|
|
|
5.2
|
%
|
Medical office building services revenue
|
4,976
|
|
|
8,858
|
|
|
(3,882
|
)
|
|
(43.8
|
)
|
|||
Total revenues
|
149,112
|
|
|
145,918
|
|
|
3,194
|
|
|
2.2
|
|
|||
Less:
|
|
|
|
|
|
|
|
|||||||
Property-level operating expenses
|
(43,681
|
)
|
|
(42,437
|
)
|
|
(1,244
|
)
|
|
(2.9
|
)
|
|||
Medical office building services costs
|
(3,451
|
)
|
|
(6,918
|
)
|
|
3,467
|
|
|
(50.1
|
)
|
|||
Segment NOI
|
$
|
101,980
|
|
|
$
|
96,563
|
|
|
5,417
|
|
|
5.6
|
|
|
Number of Properties at March 31,
|
|
Occupancy at March 31,
|
|
Annualized Average Rent Per Occupied Square Foot for the Three Months Ended March 31,
|
||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Total MOBs
|
368
|
|
|
364
|
|
|
91.0
|
%
|
|
91.6
|
%
|
|
$
|
30
|
|
|
$
|
30
|
|
|
For the Three Months Ended March 31,
|
|
Increase (Decrease)
to Segment NOI |
|||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
|
(Dollars in thousands)
|
|||||||||||||
Same-Store Segment NOI—MOB Operations:
|
|
|
|
|
|
|
|
|||||||
Rental income
|
$
|
109,729
|
|
|
$
|
108,492
|
|
|
$
|
1,237
|
|
|
1.1
|
%
|
Less:
|
|
|
|
|
|
|
|
|||||||
Property-level operating expenses
|
(35,987
|
)
|
|
(35,900
|
)
|
|
(87
|
)
|
|
(0.2
|
)
|
|||
Segment NOI
|
$
|
73,742
|
|
|
$
|
72,592
|
|
|
1,150
|
|
|
1.6
|
|
|
Number of Properties at March 31,
|
|
Occupancy at March 31,
|
|
Annualized Average Rent Per Occupied Square Foot for the Three Months Ended March 31,
|
||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Same-store MOBs
|
277
|
|
|
277
|
|
|
90.3
|
%
|
|
90.7
|
%
|
|
$
|
31
|
|
|
$
|
31
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Net income attributable to common stockholders
|
$
|
148,980
|
|
|
$
|
120,442
|
|
Adjustments:
|
|
|
|
||||
Real estate depreciation and amortization
|
234,726
|
|
|
214,429
|
|
||
Real estate depreciation related to noncontrolling interest
|
(2,075
|
)
|
|
(2,052
|
)
|
||
Real estate depreciation related to unconsolidated entities
|
1,989
|
|
|
1,462
|
|
||
Gain on real estate dispositions related to unconsolidated entities
|
(536
|
)
|
|
—
|
|
||
Gain on real estate dispositions
|
(26,184
|
)
|
|
(6,686
|
)
|
||
Discontinued operations:
|
|
|
|
||||
Depreciation on real estate assets
|
—
|
|
|
31,234
|
|
||
FFO attributable to common stockholders
|
356,900
|
|
|
358,829
|
|
||
Adjustments:
|
|
|
|
||||
Change in fair value of financial instruments
|
(79
|
)
|
|
(46
|
)
|
||
Non-cash income tax benefit
|
(9,157
|
)
|
|
(7,850
|
)
|
||
Loss on extinguishment of debt, net
|
314
|
|
|
21
|
|
||
Merger-related expenses, deal costs and re-audit costs
|
3,254
|
|
|
36,002
|
|
||
Amortization of other intangibles
|
438
|
|
|
591
|
|
||
Normalized FFO attributable to common stockholders
|
$
|
351,670
|
|
|
$
|
387,547
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Net income attributable to common stockholders
|
$
|
148,980
|
|
|
$
|
120,442
|
|
Adjustments:
|
|
|
|
||||
Interest
|
103,273
|
|
|
106,842
|
|
||
Loss on extinguishment of debt, net
|
314
|
|
|
21
|
|
||
Taxes (including tax amounts in general, administrative and professional fees)
|
(8,672
|
)
|
|
(7,435
|
)
|
||
Depreciation and amortization
|
236,387
|
|
|
247,453
|
|
||
Non-cash stock-based compensation expense
|
5,029
|
|
|
6,307
|
|
||
Merger-related expenses, deal costs and re-audit costs
|
2,219
|
|
|
35,893
|
|
||
Net income attributable to noncontrolling interest
|
54
|
|
|
365
|
|
||
Loss from unconsolidated entities
|
198
|
|
|
251
|
|
||
Gain on real estate dispositions
|
(26,184
|
)
|
|
(6,686
|
)
|
||
Change in fair value of financial instruments
|
(79
|
)
|
|
(46
|
)
|
||
Adjusted EBITDA
|
$
|
461,519
|
|
|
$
|
503,407
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Net income attributable to common stockholders
|
$
|
148,980
|
|
|
$
|
120,442
|
|
Adjustments:
|
|
|
|
||||
Interest and other income
|
(119
|
)
|
|
(472
|
)
|
||
Interest
|
103,273
|
|
|
106,842
|
|
||
Depreciation and amortization
|
236,387
|
|
|
247,453
|
|
||
General, administrative and professional fees
|
31,726
|
|
|
34,330
|
|
||
Loss on extinguishment of debt, net
|
314
|
|
|
21
|
|
||
Merger-related expenses and deal costs
|
2,121
|
|
|
35,172
|
|
||
Other
|
4,168
|
|
|
5,439
|
|
||
Net income attributable to noncontrolling interest
|
54
|
|
|
365
|
|
||
Loss from unconsolidated entities
|
198
|
|
|
251
|
|
||
Income tax benefit
|
(8,421
|
)
|
|
(7,250
|
)
|
||
Gain on real estate dispositions
|
(26,184
|
)
|
|
(6,686
|
)
|
||
NOI
|
492,497
|
|
|
535,907
|
|
||
Discontinued operations
|
—
|
|
|
(78,497
|
)
|
||
NOI (excluding amounts in discontinued operations)
|
$
|
492,497
|
|
|
$
|
457,410
|
|
|
For the Three Months Ended March 31,
|
|
Increase
(Decrease) to Cash
|
|||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
|
(Dollars in thousands)
|
|||||||||||||
Cash and cash equivalents at beginning of period
|
$
|
53,023
|
|
|
$
|
55,348
|
|
|
$
|
(2,325
|
)
|
|
(4.2
|
)%
|
Net cash provided by operating activities
|
272,891
|
|
|
344,169
|
|
|
(71,278
|
)
|
|
(20.7
|
)
|
|||
Net cash used in investing activities
|
(166,751
|
)
|
|
(908,530
|
)
|
|
741,779
|
|
|
81.6
|
|
|||
Net cash (used in) provided by financing activities
|
(107,580
|
)
|
|
629,545
|
|
|
(737,125
|
)
|
|
nm
|
|
|||
Effect of foreign currency translation on cash and cash equivalents
|
118
|
|
|
(307
|
)
|
|
425
|
|
|
nm
|
|
|||
Cash and cash equivalents at end of period
|
$
|
51,701
|
|
|
$
|
120,225
|
|
|
(68,524
|
)
|
|
(57.0
|
)
|
|
|
|
|
|
|
As of March 31, 2016
|
|
As of December 31, 2015
|
||||
|
(In thousands)
|
||||||
Gross book value
|
$
|
9,323,612
|
|
|
$
|
9,088,521
|
|
Fair value (1)
|
9,574,189
|
|
|
9,170,508
|
|
||
Fair value reflecting change in interest rates (1):
|
|
|
|
||||
-100 basis points
|
10,069,716
|
|
|
9,674,423
|
|
||
+100 basis points
|
9,114,635
|
|
|
8,708,963
|
|
(1)
|
The change in fair value of our fixed rate debt from
December 31, 2015
to
March 31, 2016
was due primarily to our February 2016
$200 million
notional amount interest rate swap and changes in the market fair value interest rates related to our senior notes.
|
|
As of March 31, 2016
|
|
As of December 31, 2015
|
|
As of March 31, 2015
|
||||||
|
(Dollars in thousands)
|
||||||||||
Balance:
|
|
|
|
|
|
||||||
Fixed rate:
|
|
|
|
|
|
||||||
Senior notes and other
|
$
|
7,576,219
|
|
|
$
|
7,534,459
|
|
|
$
|
7,728,042
|
|
Corporate swap
|
200,000
|
|
|
—
|
|
|
—
|
|
|||
Mortgage loans and other (1)
|
1,547,393
|
|
|
1,554,062
|
|
|
1,958,754
|
|
|||
Variable rate:
|
|
|
|
|
|
||||||
Unsecured revolving credit facility
|
324,488
|
|
|
180,683
|
|
|
451,924
|
|
|||
Unsecured term loans
|
1,374,249
|
|
|
1,568,477
|
|
|
981,655
|
|
|||
Mortgage loans and other (1)
|
287,677
|
|
|
433,339
|
|
|
464,467
|
|
|||
Total
|
$
|
11,310,026
|
|
|
$
|
11,271,020
|
|
|
$
|
11,584,842
|
|
Percentage of total debt:
|
|
|
|
|
|
||||||
Fixed rate:
|
|
|
|
|
|
||||||
Senior notes and other
|
67.0
|
%
|
|
66.9
|
%
|
|
66.7
|
%
|
|||
Corporate swap
|
1.8
|
|
|
—
|
|
|
—
|
|
|||
Mortgage loans and other (1)
|
13.7
|
|
|
13.8
|
|
|
16.9
|
|
|||
Variable rate:
|
|
|
|
|
|
||||||
Unsecured revolving credit facility
|
2.9
|
|
|
1.6
|
|
|
3.9
|
|
|||
Unsecured term loans
|
12.1
|
|
|
13.9
|
|
|
8.5
|
|
|||
Mortgage loans and other (1)
|
2.5
|
|
|
3.8
|
|
|
4.0
|
|
|||
Total
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|||
Weighted average interest rate at end of period:
|
|
|
|
|
|
||||||
Fixed rate:
|
|
|
|
|
|
||||||
Senior notes and other
|
3.5
|
%
|
|
3.5
|
%
|
|
3.6
|
%
|
|||
Corporate swap
|
2.1
|
|
|
—
|
|
|
—
|
|
|||
Mortgage loans and other (1)
|
5.7
|
|
|
5.7
|
|
|
5.8
|
|
|||
Variable rate:
|
|
|
|
|
|
||||||
Unsecured revolving credit facility
|
1.7
|
|
|
1.4
|
|
|
1.2
|
|
|||
Unsecured term loans
|
1.4
|
|
|
1.4
|
|
|
1.3
|
|
|||
Mortgage loans and other (1)
|
1.7
|
|
|
2.0
|
|
|
2.2
|
|
|||
Total
|
3.4
|
|
|
3.5
|
|
|
3.6
|
|
|
|
|
|
|
(1)
|
Borrowings as of
March 31, 2016
exclude
$11.1 million
of debt related to real estate assets classified as held for sale as of
March 31, 2016
. Borrowings as of
December 31, 2015
exclude
$22.9 million
of debt related to real estate assets classified as held for sale as of
December 31, 2015
. Borrowings as of
March 31, 2015
exclude $33.4 million of debt related to real estate assets classified as held for sale as of
March 31, 2015
. All amounts were included in liabilities related to assets held for sale on our Consolidated Balance Sheets.
|
|
Number of Shares
Repurchased (1)
|
|
Average Price
Per Share
|
|||
January 1 through January 31
|
42,273
|
|
|
$
|
54.38
|
|
February 1 through February 29
|
—
|
|
|
—
|
|
|
March 1 through March 31
|
32,384
|
|
|
52.98
|
|
|
|
|
|
|
(1)
|
Repurchases represent shares withheld to pay taxes on the vesting of restricted stock granted to employees under our 2006 Incentive Plan or 2012 Incentive Plan or restricted stock units granted to employees under the Nationwide Health Properties, Inc. (“NHP”) 2005 Performance Incentive Plan and assumed by us in connection with our acquisition of NHP. The value of the shares withheld is the closing price of our common stock on the date the vesting or exercise occurred (or, if not a trading day, the immediately preceding trading day) or the fair market value of our common stock at the time of exercise, as the case may be.
|
|
VENTAS, INC.
|
|
|
|
|
|
By:
|
/s/ DEBRA A. CAFARO
|
|
|
Debra A. Cafaro
Chairman and Chief Executive Officer |
|
|
|
|
By:
|
/s/ ROBERT F. PROBST
|
|
|
Robert F. Probst
Executive Vice President and Chief Financial Officer |
1 Year Ventas Chart |
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