|
|
(Mark One)
|
|
|
|
|
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
|
|
x
|
|
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
|
MARCH 31, 2019
|
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 ¨
|
|
Smaller reporting company ¨
|
|
Emerging growth company ¨
|
Class of Common Stock:
|
|
Outstanding at April 23, 2019:
|
Common Stock, $0.25 par value
|
|
358,388,956
|
|
|
|
|
|
|
|
|
|
Page
|
|
|
|||
|
Consolidated Financial Statements (Unaudited)
|
|
||
|
|
Consolidated Balance Sheets as of March 31, 2019 and December 31, 2018
|
|
|
|
|
Consolidated Statements of Income for the Three Months Ended March 31, 2019 and 2018
|
|
|
|
|
Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2019 and 2018
|
|
|
|
|
Consolidated Statements of Equity for the Three Months Ended March 31, 2019 and 2018
|
|
|
|
|
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2019 and 2018
|
|
|
|
|
|
||
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|||
Item 5.
|
|
Other Information
|
|
|
|
|
|
As of March 31, 2019
|
|
As of December 31, 2018
|
||||
|
(In thousands, except per share amounts)
|
||||||
Assets
|
|
|
|
||||
Real estate investments:
|
|
|
|
|
|
||
Land and improvements
|
$
|
2,116,086
|
|
|
$
|
2,114,406
|
|
Buildings and improvements
|
22,609,780
|
|
|
22,437,243
|
|
||
Construction in progress
|
335,773
|
|
|
422,334
|
|
||
Acquired lease intangibles
|
1,279,490
|
|
|
1,502,955
|
|
||
Operating lease assets
|
359,025
|
|
|
—
|
|
||
|
26,700,154
|
|
|
26,476,938
|
|
||
Accumulated depreciation and amortization
|
(6,570,557
|
)
|
|
(6,383,281
|
)
|
||
Net real estate property
|
20,129,597
|
|
|
20,093,657
|
|
||
Secured loans receivable and investments, net
|
496,344
|
|
|
495,869
|
|
||
Investments in unconsolidated real estate entities
|
48,162
|
|
|
48,378
|
|
||
Net real estate investments
|
20,674,103
|
|
|
20,637,904
|
|
||
Cash and cash equivalents
|
82,514
|
|
|
72,277
|
|
||
Escrow deposits and restricted cash
|
57,717
|
|
|
59,187
|
|
||
Goodwill
|
1,050,876
|
|
|
1,050,548
|
|
||
Assets held for sale
|
5,978
|
|
|
5,454
|
|
||
Other assets
|
796,909
|
|
|
759,185
|
|
||
Total assets
|
$
|
22,668,097
|
|
|
$
|
22,584,555
|
|
Liabilities and equity
|
|
|
|
||||
Liabilities:
|
|
|
|
|
|
||
Senior notes payable and other debt
|
$
|
10,690,176
|
|
|
$
|
10,733,699
|
|
Accrued interest
|
81,766
|
|
|
99,667
|
|
||
Operating lease liabilities
|
214,046
|
|
|
—
|
|
||
Accounts payable and other liabilities
|
1,063,707
|
|
|
1,086,030
|
|
||
Liabilities related to assets held for sale
|
947
|
|
|
205
|
|
||
Deferred income taxes
|
205,056
|
|
|
205,219
|
|
||
Total liabilities
|
12,255,698
|
|
|
12,124,820
|
|
||
Redeemable OP unitholder and noncontrolling interests
|
206,386
|
|
|
188,141
|
|
||
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, 358,387 and 356,572 shares issued at March 31, 2019 and December 31, 2018, respectively
|
89,579
|
|
|
89,125
|
|
||
Capital in excess of par value
|
13,160,550
|
|
|
13,076,528
|
|
||
Accumulated other comprehensive loss
|
(12,065
|
)
|
|
(19,582
|
)
|
||
Retained earnings (deficit)
|
(3,088,401
|
)
|
|
(2,930,214
|
)
|
||
Total Ventas stockholders’ equity
|
10,149,663
|
|
|
10,215,857
|
|
||
Noncontrolling interests
|
56,350
|
|
|
55,737
|
|
||
Total equity
|
10,206,013
|
|
|
10,271,594
|
|
||
Total liabilities and equity
|
$
|
22,668,097
|
|
|
$
|
22,584,555
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands, except per share amounts)
|
||||||
Revenues
|
|
|
|
||||
Rental income:
|
|
|
|
||||
Triple-net leased
|
$
|
200,068
|
|
|
$
|
190,641
|
|
Office
|
201,428
|
|
|
194,168
|
|
||
|
401,496
|
|
|
384,809
|
|
||
Resident fees and services
|
521,447
|
|
|
514,753
|
|
||
Office building and other services revenue
|
2,518
|
|
|
3,328
|
|
||
Income from loans and investments
|
17,126
|
|
|
31,181
|
|
||
Interest and other income
|
287
|
|
|
9,634
|
|
||
Total revenues
|
942,874
|
|
|
943,705
|
|
||
Expenses
|
|
|
|
||||
Interest
|
110,619
|
|
|
111,363
|
|
||
Depreciation and amortization
|
235,920
|
|
|
233,150
|
|
||
Property-level operating expenses:
|
|
|
|
||||
Senior living
|
360,986
|
|
|
352,220
|
|
||
Office
|
62,085
|
|
|
60,693
|
|
||
Triple-net leased
|
7,433
|
|
|
—
|
|
||
|
430,504
|
|
|
412,913
|
|
||
Office building services costs
|
633
|
|
|
115
|
|
||
General, administrative and professional fees
|
40,760
|
|
|
37,174
|
|
||
Loss on extinguishment of debt, net
|
405
|
|
|
10,977
|
|
||
Merger-related expenses and deal costs
|
2,180
|
|
|
17,336
|
|
||
Other
|
23
|
|
|
3,120
|
|
||
Total expenses
|
821,044
|
|
|
826,148
|
|
||
Income before unconsolidated entities, real estate dispositions, income taxes, discontinued operations and noncontrolling interests
|
121,830
|
|
|
117,557
|
|
||
Loss from unconsolidated entities
|
(946
|
)
|
|
(40,739
|
)
|
||
Gain on real estate dispositions
|
5,447
|
|
|
48
|
|
||
Income tax benefit
|
1,257
|
|
|
3,242
|
|
||
Income from continuing operations
|
127,588
|
|
|
80,108
|
|
||
Discontinued operations
|
—
|
|
|
(10
|
)
|
||
Net income
|
127,588
|
|
|
80,098
|
|
||
Net income attributable to noncontrolling interests
|
1,803
|
|
|
1,395
|
|
||
Net income attributable to common stockholders
|
$
|
125,785
|
|
|
$
|
78,703
|
|
Earnings per common share
|
|
|
|
||||
Basic:
|
|
|
|
||||
Income from continuing operations
|
$
|
0.36
|
|
|
$
|
0.22
|
|
Net income attributable to common stockholders
|
0.35
|
|
|
0.22
|
|
||
Diluted:
|
|
|
|
||||
Income from continuing operations
|
$
|
0.35
|
|
|
$
|
0.22
|
|
Net income attributable to common stockholders
|
0.35
|
|
|
0.22
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Net income
|
$
|
127,588
|
|
|
$
|
80,098
|
|
Other comprehensive income:
|
|
|
|
||||
Foreign currency translation
|
3,827
|
|
|
12,203
|
|
||
Unrealized gain (loss) on marketable debt securities
|
9,291
|
|
|
(172
|
)
|
||
Derivative instruments
|
(5,438
|
)
|
|
8,615
|
|
||
Total other comprehensive income
|
7,680
|
|
|
20,646
|
|
||
Comprehensive income
|
135,268
|
|
|
100,744
|
|
||
Comprehensive income attributable to noncontrolling interests
|
1,803
|
|
|
1,395
|
|
||
Comprehensive income attributable to common stockholders
|
$
|
133,465
|
|
|
$
|
99,349
|
|
2019
|
Common
Stock Par
Value
|
|
Capital in
Excess of
Par Value
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Retained
Earnings
(Deficit)
|
|
Treasury
Stock
|
|
Total Ventas
Stockholders’
Equity
|
|
Noncontrolling
Interests
|
|
Total Equity
|
||||||||||||||||
2019
|
(In thousands, except per share amounts)
|
|
|
||||||||||||||||||||||||||||
Balance at January 1, 2018
|
$
|
89,029
|
|
|
$
|
13,053,057
|
|
|
$
|
(35,120
|
)
|
|
$
|
(2,240,698
|
)
|
|
$
|
(42
|
)
|
|
$
|
10,866,226
|
|
|
$
|
65,959
|
|
|
$
|
10,932,185
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
78,703
|
|
|
—
|
|
|
78,703
|
|
|
1,395
|
|
|
80,098
|
|
||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
20,646
|
|
|
—
|
|
|
—
|
|
|
20,646
|
|
|
—
|
|
|
20,646
|
|
||||||||
Net change in noncontrolling interests
|
—
|
|
|
770
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
770
|
|
|
(4,125
|
)
|
|
(3,355
|
)
|
||||||||
Dividends to common stockholders—$0.79 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
(282,088
|
)
|
|
—
|
|
|
(282,088
|
)
|
|
—
|
|
|
(282,088
|
)
|
||||||||
Issuance of common stock for stock plans
|
1
|
|
|
1,160
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,161
|
|
|
—
|
|
|
1,161
|
|
||||||||
Adjust redeemable OP unitholder interests to current fair value
|
—
|
|
|
23,537
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,537
|
|
|
—
|
|
|
23,537
|
|
||||||||
Redemption of OP Units
|
—
|
|
|
(361
|
)
|
|
—
|
|
|
—
|
|
|
234
|
|
|
(127
|
)
|
|
—
|
|
|
(127
|
)
|
||||||||
Grant of restricted stock, net of forfeitures
|
32
|
|
|
2,057
|
|
|
—
|
|
|
—
|
|
|
(745
|
)
|
|
1,344
|
|
|
—
|
|
|
1,344
|
|
||||||||
Cumulative effect change in accounting principles
|
—
|
|
|
—
|
|
|
—
|
|
|
30,643
|
|
|
—
|
|
|
30,643
|
|
|
—
|
|
|
30,643
|
|
||||||||
Balance at March 31, 2018
|
$
|
89,062
|
|
|
$
|
13,080,220
|
|
|
$
|
(14,474
|
)
|
|
$
|
(2,413,440
|
)
|
|
$
|
(553
|
)
|
|
$
|
10,740,815
|
|
|
$
|
63,229
|
|
|
$
|
10,804,044
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Balance at January 1, 2019
|
$
|
89,125
|
|
|
$
|
13,076,528
|
|
|
$
|
(19,582
|
)
|
|
$
|
(2,930,214
|
)
|
|
$
|
—
|
|
|
$
|
10,215,857
|
|
|
$
|
55,737
|
|
|
$
|
10,271,594
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
125,785
|
|
|
—
|
|
|
125,785
|
|
|
1,803
|
|
|
127,588
|
|
||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
7,680
|
|
|
—
|
|
|
—
|
|
|
7,680
|
|
|
—
|
|
|
7,680
|
|
||||||||
Net change in noncontrolling interests
|
—
|
|
|
(1,690
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,690
|
)
|
|
(1,190
|
)
|
|
(2,880
|
)
|
||||||||
Dividends to common stockholders—$0.7925 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
(284,772
|
)
|
|
—
|
|
|
(284,772
|
)
|
|
—
|
|
|
(284,772
|
)
|
||||||||
Issuance of common stock
|
390
|
|
|
98,048
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
98,438
|
|
|
—
|
|
|
98,438
|
|
||||||||
Issuance of common stock for stock plans
|
9
|
|
|
9,819
|
|
|
—
|
|
|
—
|
|
|
4,090
|
|
|
13,918
|
|
|
—
|
|
|
13,918
|
|
||||||||
Adjust redeemable OP unitholder interests to current fair value
|
—
|
|
|
(19,068
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,068
|
)
|
|
—
|
|
|
(19,068
|
)
|
||||||||
Grant of restricted stock, net of forfeitures
|
55
|
|
|
(3,087
|
)
|
|
—
|
|
|
—
|
|
|
(4,090
|
)
|
|
(7,122
|
)
|
|
—
|
|
|
(7,122
|
)
|
||||||||
Cumulative effect change in accounting principles
|
—
|
|
|
—
|
|
|
(163
|
)
|
|
800
|
|
|
—
|
|
|
637
|
|
|
—
|
|
|
637
|
|
||||||||
Balance at March 31, 2019
|
$
|
89,579
|
|
|
$
|
13,160,550
|
|
|
$
|
(12,065
|
)
|
|
$
|
(3,088,401
|
)
|
|
$
|
—
|
|
|
$
|
10,149,663
|
|
|
$
|
56,350
|
|
|
$
|
10,206,013
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
127,588
|
|
|
$
|
80,098
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
235,920
|
|
|
233,150
|
|
||
Amortization of deferred revenue and lease intangibles, net
|
(2,846
|
)
|
|
(3,865
|
)
|
||
Other non-cash amortization
|
6,131
|
|
|
3,777
|
|
||
Stock-based compensation
|
8,405
|
|
|
7,124
|
|
||
Straight-lining of rental income
|
(8,489
|
)
|
|
(3,622
|
)
|
||
Loss on extinguishment of debt, net
|
405
|
|
|
10,977
|
|
||
Gain on real estate dispositions
|
(5,447
|
)
|
|
(48
|
)
|
||
Loss on real estate loan investments
|
—
|
|
|
9
|
|
||
Income tax benefit
|
(1,715
|
)
|
|
(3,675
|
)
|
||
Loss from unconsolidated entities
|
946
|
|
|
40,739
|
|
||
Distributions from unconsolidated entities
|
1,200
|
|
|
1,389
|
|
||
Other
|
2,283
|
|
|
(90
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
(Increase) decrease in other assets
|
(13,704
|
)
|
|
5,263
|
|
||
Decrease in accrued interest
|
(18,047
|
)
|
|
(16,524
|
)
|
||
Increase (decrease) in accounts payable and other liabilities
|
3,490
|
|
|
(46,683
|
)
|
||
Net cash provided by operating activities
|
336,120
|
|
|
308,019
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Net investment in real estate property
|
(13,097
|
)
|
|
(11,450
|
)
|
||
Investment in loans receivable
|
(4,257
|
)
|
|
(4,381
|
)
|
||
Proceeds from real estate disposals
|
17,551
|
|
|
175,370
|
|
||
Proceeds from loans receivable
|
1,275
|
|
|
143,094
|
|
||
Development project expenditures
|
(49,652
|
)
|
|
(73,889
|
)
|
||
Capital expenditures
|
(21,955
|
)
|
|
(20,617
|
)
|
||
Investment in unconsolidated entities
|
(687
|
)
|
|
(39,101
|
)
|
||
Insurance proceeds for property damage claims
|
2,998
|
|
|
1,527
|
|
||
Net cash (used in) provided by investing activities
|
(67,824
|
)
|
|
170,553
|
|
||
Cash flows from financing activities:
|
|
|
|
||||
Net change in borrowings under revolving credit facilities
|
(700,775
|
)
|
|
273,843
|
|
||
Net change in borrowings under commercial paper program
|
194,498
|
|
|
—
|
|
||
Proceeds from debt
|
706,591
|
|
|
738,519
|
|
||
Repayment of debt
|
(262,570
|
)
|
|
(1,217,118
|
)
|
||
Payment of deferred financing costs
|
(6,837
|
)
|
|
(6,318
|
)
|
||
Issuance of common stock, net
|
98,378
|
|
|
—
|
|
||
Cash distribution to common stockholders
|
(282,874
|
)
|
|
(281,635
|
)
|
||
Cash distribution to redeemable OP unitholders
|
(2,216
|
)
|
|
(1,858
|
)
|
||
Cash issued for redemption of OP Units
|
—
|
|
|
(655
|
)
|
||
Contributions from noncontrolling interests
|
1,223
|
|
|
—
|
|
||
Distributions to noncontrolling interests
|
(2,623
|
)
|
|
(3,339
|
)
|
||
Other
|
(2,558
|
)
|
|
(4,687
|
)
|
||
Net cash used in financing activities
|
(259,763
|
)
|
|
(503,248
|
)
|
||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
8,533
|
|
|
(24,676
|
)
|
||
Effect of foreign currency translation
|
234
|
|
|
5
|
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
131,464
|
|
|
188,253
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
140,231
|
|
|
$
|
163,582
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Supplemental schedule of non-cash activities:
|
|
|
|
||||
Assets acquired and liabilities assumed from acquisitions and other:
|
|
|
|
||||
Real estate investments
|
$
|
—
|
|
|
$
|
28,910
|
|
Other assets
|
—
|
|
|
4,112
|
|
||
Other liabilities
|
—
|
|
|
15,938
|
|
||
Equity issued for redemption of OP Units
|
—
|
|
|
266
|
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||
|
|
Total Assets
|
|
Total Liabilities
|
|
Total Assets
|
|
Total Liabilities
|
||||||||
|
|
(In thousands)
|
||||||||||||||
NHP/PMB L.P.
|
|
$
|
681,617
|
|
|
$
|
251,640
|
|
|
$
|
673,467
|
|
|
$
|
238,147
|
|
Other identified VIEs
|
|
2,121,897
|
|
|
440,507
|
|
|
2,075,499
|
|
|
402,478
|
|
||||
Tax credit VIEs
|
|
803,087
|
|
|
316,818
|
|
|
797,077
|
|
|
298,154
|
|
•
|
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, and default rates.
|
•
|
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.
|
◦
|
Interest rate caps - We observe forward yield curves and other relevant information.
|
◦
|
Interest rate swaps - We observe alternative financing rates derived from market-based financing rates, forward yield curves and discount rates.
|
◦
|
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, similar to those used in determining fair value of loans receivable (above).
|
•
|
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 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.
|
|
For the Three Months Ended March 31,
|
||||
|
2019
|
|
2018
|
||
Revenues(1):
|
|
|
|
||
Brookdale Senior Living
|
4.8
|
%
|
|
4.6
|
%
|
Ardent
|
3.1
|
|
|
3.0
|
|
Kindred
|
3.4
|
|
|
3.4
|
|
NOI:
|
|
|
|
||
Brookdale Senior Living
|
8.8
|
%
|
|
8.1
|
%
|
Ardent
|
5.7
|
|
|
5.4
|
|
Kindred
|
6.2
|
|
|
6.1
|
|
(1)
|
Total revenues include office building and other services revenue, income from loans and investments and interest and other income.
|
|
|
As of March 31, 2019
|
|
As of December 31, 2018
|
||||||||||||||||||
|
|
Number of Properties Held for Sale
|
|
Assets Held for Sale
|
|
Liabilities Related to Assets
Held for Sale
|
|
Number of Properties Held for Sale
|
|
Assets Held for Sale
|
|
Liabilities Related to Assets
Held for Sale
|
||||||||||
|
|
(Dollars in thousands)
|
||||||||||||||||||||
Triple-Net Leased Properties
|
|
1
|
|
|
$
|
3,293
|
|
|
$
|
235
|
|
|
1
|
|
|
$
|
5,482
|
|
|
$
|
40
|
|
Office Operations (1)
|
|
2
|
|
|
2,518
|
|
|
704
|
|
|
—
|
|
|
160
|
|
|
152
|
|
||||
Senior Living Operations (1)
|
|
—
|
|
|
167
|
|
|
8
|
|
|
—
|
|
|
(188
|
)
|
|
13
|
|
||||
Total
|
|
3
|
|
|
$
|
5,978
|
|
|
$
|
947
|
|
|
1
|
|
|
$
|
5,454
|
|
|
$
|
205
|
|
|
Carrying Amount
|
|
Amortized Cost
|
|
Fair Value
|
|
Unrealized Gain
|
||||||||
|
(In thousands)
|
||||||||||||||
As of March 31, 2019:
|
|
|
|
|
|
|
|
||||||||
Secured/mortgage loans and other, net
|
$
|
439,462
|
|
|
$
|
439,462
|
|
|
$
|
424,664
|
|
|
$
|
—
|
|
Government-sponsored pooled loan investments, net (1)
|
56,882
|
|
|
50,199
|
|
|
56,882
|
|
|
6,683
|
|
||||
Total investments reported as secured loans receivable and investments, net
|
496,344
|
|
|
489,661
|
|
|
481,546
|
|
|
6,683
|
|
||||
Non-mortgage loans receivable, net
|
57,226
|
|
|
57,226
|
|
|
57,373
|
|
|
—
|
|
||||
Senior unsecured notes (2)
|
215,884
|
|
|
197,530
|
|
|
215,884
|
|
|
18,354
|
|
||||
Total loans receivable and investments, net
|
$
|
769,454
|
|
|
$
|
744,417
|
|
|
$
|
754,803
|
|
|
$
|
25,037
|
|
|
|
|
|
|
|
|
|
||||||||
As of December 31, 2018:
|
|
|
|
|
|
|
|
||||||||
Secured/mortgage loans and other, net
|
$
|
439,491
|
|
|
$
|
439,491
|
|
|
$
|
425,290
|
|
|
$
|
—
|
|
Government-sponsored pooled loan investments, net (1)
|
56,378
|
|
|
49,601
|
|
|
56,378
|
|
|
6,777
|
|
||||
Total investments reported as secured loans receivable and investments, net
|
495,869
|
|
|
489,092
|
|
|
481,668
|
|
|
6,777
|
|
||||
Non-mortgage loans receivable, net
|
54,164
|
|
|
54,164
|
|
|
54,081
|
|
|
—
|
|
||||
Senior unsecured notes (2)
|
206,442
|
|
|
197,473
|
|
|
206,442
|
|
|
8,969
|
|
||||
Total loans receivable and investments, net
|
$
|
756,475
|
|
|
$
|
740,729
|
|
|
$
|
742,191
|
|
|
$
|
15,746
|
|
|
As of March 31, 2019
|
|
As of December 31, 2018
|
||||||||
|
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
|
$
|
181,259
|
|
|
6.6
|
|
$
|
181,393
|
|
|
6.7
|
In-place and other lease intangibles
|
1,098,231
|
|
|
11.9
|
|
1,321,562
|
|
|
24.7
|
||
Goodwill
|
1,050,876
|
|
|
N/A
|
|
1,050,548
|
|
|
N/A
|
||
Other intangibles
|
35,793
|
|
|
11.6
|
|
35,759
|
|
|
11.8
|
||
Accumulated amortization
|
(910,861
|
)
|
|
N/A
|
|
(921,107
|
)
|
|
N/A
|
||
Net intangible assets
|
$
|
1,455,298
|
|
|
11.2
|
|
$
|
1,668,155
|
|
|
22.9
|
Intangible liabilities:
|
|
|
|
|
|
|
|
||||
Below market lease intangibles
|
$
|
356,757
|
|
|
14.6
|
|
$
|
356,771
|
|
|
14.4
|
Other lease intangibles
|
13,498
|
|
|
N/A
|
|
31,418
|
|
|
46.5
|
||
Accumulated amortization
|
(196,405
|
)
|
|
N/A
|
|
(191,909
|
)
|
|
N/A
|
||
Purchase option intangibles
|
3,568
|
|
|
N/A
|
|
3,568
|
|
|
N/A
|
||
Net intangible liabilities
|
$
|
177,418
|
|
|
14.6
|
|
$
|
199,848
|
|
|
17.2
|
|
As of March 31, 2019
|
|
As of December 31, 2018
|
||||
|
(In thousands)
|
||||||
Straight-line rent receivables
|
$
|
258,136
|
|
|
$
|
250,023
|
|
Non-mortgage loans receivable, net
|
57,226
|
|
|
54,164
|
|
||
Senior unsecured notes
|
215,884
|
|
|
206,442
|
|
||
Other intangibles, net
|
5,513
|
|
|
5,623
|
|
||
Investment in unconsolidated operating entities
|
55,490
|
|
|
56,820
|
|
||
Other
|
204,660
|
|
|
186,113
|
|
||
Total other assets
|
$
|
796,909
|
|
|
$
|
759,185
|
|
|
As of March 31, 2019
|
|
As of December 31, 2018
|
||||
|
(In thousands)
|
||||||
Unsecured revolving credit facility (1)
|
$
|
52,135
|
|
|
$
|
765,919
|
|
Commercial paper notes
|
195,000
|
|
|
—
|
|
||
Secured revolving construction credit facility due 2022
|
104,629
|
|
|
90,488
|
|
||
3.00% Senior Notes, Series A due 2019 (2)
|
299,760
|
|
|
293,319
|
|
||
2.70% Senior Notes due 2020
|
500,000
|
|
|
500,000
|
|
||
4.25% Senior Notes due 2022
|
600,000
|
|
|
600,000
|
|
||
3.25% Senior Notes due 2022
|
500,000
|
|
|
500,000
|
|
||
3.30% Senior Notes, Series C due 2022 (2)
|
187,350
|
|
|
183,325
|
|
||
Unsecured term loan due 2023
|
300,000
|
|
|
300,000
|
|
||
3.125% Senior Notes due 2023
|
400,000
|
|
|
400,000
|
|
||
3.10% Senior Notes due 2023
|
400,000
|
|
|
400,000
|
|
||
2.55% Senior Notes, Series D due 2023 (2)
|
206,085
|
|
|
201,657
|
|
||
Unsecured term loan due 2024
|
600,000
|
|
|
600,000
|
|
||
3.50% Senior Notes due 2024
|
400,000
|
|
|
—
|
|
||
3.75% Senior Notes due 2024
|
400,000
|
|
|
400,000
|
|
||
4.125% Senior Notes, Series B due 2024 (2)
|
187,350
|
|
|
183,324
|
|
||
3.50% Senior Notes due 2025
|
600,000
|
|
|
600,000
|
|
||
4.125% Senior Notes due 2026
|
500,000
|
|
|
500,000
|
|
||
3.25% Senior Notes due 2026
|
450,000
|
|
|
450,000
|
|
||
3.85% Senior Notes due 2027
|
400,000
|
|
|
400,000
|
|
||
4.00% Senior Notes due 2028
|
650,000
|
|
|
650,000
|
|
||
4.40% Senior Notes due 2029
|
750,000
|
|
|
750,000
|
|
||
6.90% Senior Notes due 2037
|
52,400
|
|
|
52,400
|
|
||
6.59% Senior Notes due 2038
|
22,823
|
|
|
22,823
|
|
||
5.45% Senior Notes due 2043
|
—
|
|
|
258,750
|
|
||
5.70% Senior Notes due 2043
|
300,000
|
|
|
300,000
|
|
||
4.375% Senior Notes due 2045
|
300,000
|
|
|
300,000
|
|
||
4.875% Senior Notes due 2049
|
300,000
|
|
|
—
|
|
||
Mortgage loans and other
|
1,131,646
|
|
|
1,127,697
|
|
||
Total
|
10,789,178
|
|
|
10,829,702
|
|
||
Deferred financing costs, net
|
(83,117
|
)
|
|
(69,615
|
)
|
||
Unamortized fair value adjustment
|
9,584
|
|
|
(1,163
|
)
|
||
Unamortized discounts
|
(25,469
|
)
|
|
(25,225
|
)
|
||
Senior notes payable and other debt
|
$
|
10,690,176
|
|
|
$
|
10,733,699
|
|
(1)
|
As of March 31, 2019 and December 31, 2018, respectively, $24.0 million and $23.1 million of aggregate borrowings were denominated in Canadian dollars. Aggregate borrowings of $28.2 million and $27.8 million were denominated in British pounds as of March 31, 2019 and December 31, 2018, respectively.
|
(2)
|
Canadian Dollar debt obligations converted to US Dollars.
|
|
Principal Amount
Due at Maturity
|
|
Unsecured
Revolving Credit
Facility and Commercial Paper Notes (1)
|
|
Scheduled Periodic
Amortization
|
|
Total Maturities
|
||||||||
|
(In thousands)
|
||||||||||||||
2019
|
$
|
397,176
|
|
|
$
|
195,000
|
|
|
$
|
12,080
|
|
|
$
|
604,256
|
|
2020
|
596,590
|
|
|
—
|
|
|
15,322
|
|
|
611,912
|
|
||||
2021
|
67,316
|
|
|
52,135
|
|
|
14,232
|
|
|
133,683
|
|
||||
2022
|
1,510,316
|
|
|
—
|
|
|
12,743
|
|
|
1,523,059
|
|
||||
2023
|
1,546,722
|
|
|
—
|
|
|
9,104
|
|
|
1,555,826
|
|
||||
Thereafter (2)
|
6,280,279
|
|
|
—
|
|
|
80,163
|
|
|
6,360,442
|
|
||||
Total maturities
|
$
|
10,398,399
|
|
|
$
|
247,135
|
|
|
$
|
143,644
|
|
|
$
|
10,789,178
|
|
(1)
|
At March 31, 2019, we had $82.5 million of unrestricted cash and cash equivalents, for $164.6 million of net borrowings outstanding under our unsecured revolving credit facility and commercial paper program.
|
(2)
|
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, 2027, and $22.8 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 2023 and 2028.
|
|
As of March 31, 2019
|
|
As of December 31, 2018
|
||||||||||||
|
Carrying
Amount
|
|
Fair Value
|
|
Carrying
Amount
|
|
Fair Value
|
||||||||
|
(In thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
82,514
|
|
|
$
|
82,514
|
|
|
$
|
72,277
|
|
|
$
|
72,277
|
|
Secured mortgage loans and other, net
|
439,462
|
|
|
424,664
|
|
|
439,491
|
|
|
425,290
|
|
||||
Non-mortgage loans receivable, net
|
57,226
|
|
|
57,373
|
|
|
54,164
|
|
|
54,081
|
|
||||
Senior unsecured notes
|
215,884
|
|
|
215,884
|
|
|
206,442
|
|
|
206,442
|
|
||||
Government-sponsored pooled loan investments
|
56,882
|
|
|
56,882
|
|
|
56,378
|
|
|
56,378
|
|
||||
Derivative instruments
|
3,680
|
|
|
3,680
|
|
|
6,012
|
|
|
6,012
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Senior notes payable and other debt, gross
|
10,789,178
|
|
|
10,897,452
|
|
|
10,829,702
|
|
|
10,617,074
|
|
||||
Derivative instruments
|
7,258
|
|
|
7,258
|
|
|
4,561
|
|
|
4,561
|
|
||||
Redeemable OP Units
|
191,285
|
|
|
191,285
|
|
|
174,552
|
|
|
174,552
|
|
|
As of March 31, 2019
|
|
As of December 31, 2018
|
||||
|
(In thousands)
|
||||||
Foreign currency translation
|
$
|
(51,189
|
)
|
|
$
|
(55,016
|
)
|
Accumulated unrealized gain on marketable debt securities
|
25,037
|
|
|
15,746
|
|
||
Derivative instruments
|
14,087
|
|
|
19,688
|
|
||
Total accumulated other comprehensive loss
|
$
|
(12,065
|
)
|
|
$
|
(19,582
|
)
|
|
For the Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands, except per share amounts)
|
||||||
Numerator for basic and diluted earnings per share:
|
|
|
|
||||
Income from continuing operations
|
$
|
127,588
|
|
|
$
|
80,108
|
|
Discontinued operations
|
—
|
|
|
(10
|
)
|
||
Net income
|
127,588
|
|
|
80,098
|
|
||
Net income attributable to noncontrolling interests
|
1,803
|
|
|
1,395
|
|
||
Net income attributable to common stockholders
|
$
|
125,785
|
|
|
$
|
78,703
|
|
Denominator:
|
|
|
|
||||
Denominator for basic earnings per share—weighted average shares
|
356,853
|
|
|
356,112
|
|
||
Effect of dilutive securities:
|
|
|
|
||||
Stock options
|
328
|
|
|
125
|
|
||
Restricted stock awards
|
440
|
|
|
188
|
|
||
OP unitholder interests
|
2,998
|
|
|
2,428
|
|
||
Denominator for diluted earnings per share—adjusted weighted average shares
|
360,619
|
|
|
358,853
|
|
||
Basic earnings per share:
|
|
|
|
||||
Income from continuing operations
|
$
|
0.36
|
|
|
$
|
0.22
|
|
Net income attributable to common stockholders
|
0.35
|
|
|
0.22
|
|
||
Diluted earnings per share:
|
|
|
|
||||
Income from continuing operations
|
$
|
0.35
|
|
|
$
|
0.22
|
|
Net income attributable to common stockholders
|
0.35
|
|
|
0.22
|
|
||
|
|
|
|
||||
Dividends declared per common share
|
$
|
0.7925
|
|
|
$
|
0.79
|
|
|
For the Three Months Ended March 31,2019
|
||||||||||||||||||
|
Triple-Net
Leased Properties |
|
Senior
Living Operations |
|
Office
Operations |
|
All
Other |
|
Total
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Rental income
|
$
|
200,068
|
|
|
$
|
—
|
|
|
$
|
201,428
|
|
|
$
|
—
|
|
|
$
|
401,496
|
|
Resident fees and services
|
—
|
|
|
521,447
|
|
|
—
|
|
|
—
|
|
|
521,447
|
|
|||||
Office building and other services revenue
|
—
|
|
|
—
|
|
|
1,775
|
|
|
743
|
|
|
2,518
|
|
|||||
Income from loans and investments
|
—
|
|
|
—
|
|
|
—
|
|
|
17,126
|
|
|
17,126
|
|
|||||
Interest and other income
|
—
|
|
|
—
|
|
|
—
|
|
|
287
|
|
|
287
|
|
|||||
Total revenues
|
$
|
200,068
|
|
|
$
|
521,447
|
|
|
$
|
203,203
|
|
|
$
|
18,156
|
|
|
$
|
942,874
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
$
|
200,068
|
|
|
$
|
521,447
|
|
|
$
|
203,203
|
|
|
$
|
18,156
|
|
|
$
|
942,874
|
|
Less:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest and other income
|
—
|
|
|
—
|
|
|
—
|
|
|
287
|
|
|
287
|
|
|||||
Property-level operating expenses
|
7,433
|
|
|
360,986
|
|
|
62,085
|
|
|
—
|
|
|
430,504
|
|
|||||
Office building services costs
|
—
|
|
|
—
|
|
|
633
|
|
|
—
|
|
|
633
|
|
|||||
Segment NOI
|
192,635
|
|
|
160,461
|
|
|
140,485
|
|
|
17,869
|
|
|
511,450
|
|
|||||
Income (loss) from unconsolidated entities
|
508
|
|
|
(934
|
)
|
|
229
|
|
|
(749
|
)
|
|
(946
|
)
|
|||||
Segment profit
|
$
|
193,143
|
|
|
$
|
159,527
|
|
|
$
|
140,714
|
|
|
$
|
17,120
|
|
|
510,504
|
|
|
Interest and other income
|
|
|
|
|
|
|
|
|
|
|
|
|
287
|
|
|||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
(110,619
|
)
|
|||||
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
(235,920
|
)
|
|||||
General, administrative and professional fees
|
|
|
|
|
|
|
|
|
|
|
|
|
(40,760
|
)
|
|||||
Loss on extinguishment of debt, net
|
|
|
|
|
|
|
|
|
(405
|
)
|
|||||||||
Merger-related expenses and deal costs
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,180
|
)
|
|||||
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
(23
|
)
|
|||||
Gain on real estate dispositions
|
|
|
|
|
|
|
|
|
5,447
|
|
|||||||||
Income tax benefit
|
|
|
|
|
|
|
|
|
|
|
|
|
1,257
|
|
|||||
Income from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
127,588
|
|
|||||
Discontinued operations
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||
Net income
|
|
|
|
|
|
|
|
|
127,588
|
|
|||||||||
Net income attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
1,803
|
|
|||||||||
Net income attributable to common stockholders
|
|
|
|
|
|
|
|
|
$
|
125,785
|
|
|
For the Three Months Ended March 31, 2018
|
||||||||||||||||||
|
Triple-Net
Leased
Properties
|
|
Senior
Living
Operations
|
|
Office
Operations
|
|
All
Other
|
|
Total
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Rental income
|
$
|
190,641
|
|
|
$
|
—
|
|
|
$
|
194,168
|
|
|
$
|
—
|
|
|
$
|
384,809
|
|
Resident fees and services
|
—
|
|
|
514,753
|
|
|
—
|
|
|
—
|
|
|
514,753
|
|
|||||
Office building and other services revenue
|
1,142
|
|
|
—
|
|
|
1,634
|
|
|
552
|
|
|
3,328
|
|
|||||
Income from loans and investments
|
—
|
|
|
—
|
|
|
—
|
|
|
31,181
|
|
|
31,181
|
|
|||||
Interest and other income
|
—
|
|
|
—
|
|
|
—
|
|
|
9,634
|
|
|
9,634
|
|
|||||
Total revenues
|
$
|
191,783
|
|
|
$
|
514,753
|
|
|
$
|
195,802
|
|
|
$
|
41,367
|
|
|
$
|
943,705
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
$
|
191,783
|
|
|
$
|
514,753
|
|
|
$
|
195,802
|
|
|
$
|
41,367
|
|
|
$
|
943,705
|
|
Less:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest and other income
|
—
|
|
|
—
|
|
|
—
|
|
|
9,634
|
|
|
9,634
|
|
|||||
Property-level operating expenses
|
—
|
|
|
352,220
|
|
|
60,693
|
|
|
—
|
|
|
412,913
|
|
|||||
Office building services costs
|
—
|
|
|
—
|
|
|
115
|
|
|
—
|
|
|
115
|
|
|||||
Segment NOI
|
191,783
|
|
|
162,533
|
|
|
134,994
|
|
|
31,733
|
|
|
521,043
|
|
|||||
Loss from unconsolidated entities
|
(38,654
|
)
|
|
(641
|
)
|
|
(620
|
)
|
|
(824
|
)
|
|
(40,739
|
)
|
|||||
Segment profit
|
$
|
153,129
|
|
|
$
|
161,892
|
|
|
$
|
134,374
|
|
|
$
|
30,909
|
|
|
480,304
|
|
|
Interest and other income
|
|
|
|
|
|
|
|
|
|
|
|
|
9,634
|
|
|||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
(111,363
|
)
|
|||||
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
(233,150
|
)
|
|||||
General, administrative and professional fees
|
|
|
|
|
|
|
|
|
|
|
|
|
(37,174
|
)
|
|||||
Loss on extinguishment of debt, net
|
|
|
|
|
|
|
|
|
(10,977
|
)
|
|||||||||
Merger-related expenses and deal costs
|
|
|
|
|
|
|
|
|
|
|
|
|
(17,336
|
)
|
|||||
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,120
|
)
|
|||||
Gain on real estate dispositions
|
|
|
|
|
|
|
|
|
48
|
|
|||||||||
Income tax benefit
|
|
|
|
|
|
|
|
|
|
|
|
|
3,242
|
|
|||||
Income from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
80,108
|
|
|||||
Discontinued operations
|
|
|
|
|
|
|
|
|
(10
|
)
|
|||||||||
Net income
|
|
|
|
|
|
|
|
|
80,098
|
|
|||||||||
Net income attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
1,395
|
|
|||||||||
Net income attributable to common stockholders
|
|
|
|
|
|
|
|
|
$
|
78,703
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Capital expenditures:
|
|
|
|
||||
Triple-net leased properties
|
$
|
8,591
|
|
|
$
|
5,668
|
|
Senior living operations
|
26,959
|
|
|
30,577
|
|
||
Office operations
|
49,154
|
|
|
69,711
|
|
||
Total capital expenditures
|
$
|
84,704
|
|
|
$
|
105,956
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Revenues:
|
|
|
|
||||
United States
|
$
|
888,281
|
|
|
$
|
887,745
|
|
Canada
|
47,597
|
|
|
48,536
|
|
||
United Kingdom
|
6,996
|
|
|
7,424
|
|
||
Total revenues
|
$
|
942,874
|
|
|
$
|
943,705
|
|
|
As of March 31, 2019
|
|
As of December 31, 2018
|
||||
|
(In thousands)
|
||||||
Net real estate property:
|
|
|
|
||||
United States
|
$
|
18,879,373
|
|
|
$
|
18,861,163
|
|
Canada
|
978,703
|
|
|
963,588
|
|
||
United Kingdom
|
271,521
|
|
|
268,906
|
|
||
Total net real estate property
|
$
|
20,129,597
|
|
|
$
|
20,093,657
|
|
|
As of March 31, 2019
|
||||||||||||||||||
|
Ventas, Inc.
|
|
Ventas
Realty
|
|
Ventas
Subsidiaries
|
|
Consolidated
Elimination
|
|
Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Net real estate investments
|
$
|
3,561
|
|
|
$
|
111,849
|
|
|
$
|
20,558,693
|
|
|
$
|
—
|
|
|
$
|
20,674,103
|
|
Cash and cash equivalents
|
12,990
|
|
|
—
|
|
|
69,524
|
|
|
—
|
|
|
82,514
|
|
|||||
Escrow deposits and restricted cash
|
2,947
|
|
|
128
|
|
|
54,642
|
|
|
—
|
|
|
57,717
|
|
|||||
Investment in and advances to affiliates
|
15,633,653
|
|
|
2,726,198
|
|
|
—
|
|
|
(18,359,851
|
)
|
|
—
|
|
|||||
Goodwill
|
—
|
|
|
—
|
|
|
1,050,876
|
|
|
—
|
|
|
1,050,876
|
|
|||||
Assets held for sale
|
—
|
|
|
—
|
|
|
5,978
|
|
|
—
|
|
|
5,978
|
|
|||||
Other assets
|
73,163
|
|
|
4,395
|
|
|
719,351
|
|
|
—
|
|
|
796,909
|
|
|||||
Total assets
|
$
|
15,726,314
|
|
|
$
|
2,842,570
|
|
|
$
|
22,459,064
|
|
|
$
|
(18,359,851
|
)
|
|
$
|
22,668,097
|
|
Liabilities and equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Senior notes payable and other debt
|
$
|
—
|
|
|
$
|
8,552,905
|
|
|
$
|
2,137,271
|
|
|
$
|
—
|
|
|
$
|
10,690,176
|
|
Intercompany loans
|
8,752,449
|
|
|
(5,490,449
|
)
|
|
(3,262,000
|
)
|
|
—
|
|
|
—
|
|
|||||
Accrued interest
|
(11,670
|
)
|
|
71,560
|
|
|
21,876
|
|
|
—
|
|
|
81,766
|
|
|||||
Operating lease liabilities
|
12,541
|
|
|
521
|
|
|
200,984
|
|
|
—
|
|
|
214,046
|
|
|||||
Accounts payable and other liabilities
|
311,104
|
|
|
18,763
|
|
|
733,840
|
|
|
—
|
|
|
1,063,707
|
|
|||||
Liabilities related to assets held for sale
|
—
|
|
|
—
|
|
|
947
|
|
|
—
|
|
|
947
|
|
|||||
Deferred income taxes
|
608
|
|
|
—
|
|
|
204,448
|
|
|
—
|
|
|
205,056
|
|
|||||
Total liabilities
|
9,065,032
|
|
|
3,153,300
|
|
|
37,366
|
|
|
—
|
|
|
12,255,698
|
|
|||||
Redeemable OP unitholder and noncontrolling interests
|
15,257
|
|
|
—
|
|
|
191,129
|
|
|
—
|
|
|
206,386
|
|
|||||
Total equity
|
6,646,025
|
|
|
(310,730
|
)
|
|
22,230,569
|
|
|
(18,359,851
|
)
|
|
10,206,013
|
|
|||||
Total liabilities and equity
|
$
|
15,726,314
|
|
|
$
|
2,842,570
|
|
|
$
|
22,459,064
|
|
|
$
|
(18,359,851
|
)
|
|
$
|
22,668,097
|
|
|
As of December 31, 2018
|
||||||||||||||||||
|
Ventas, Inc.
|
|
Ventas
Realty
|
|
Ventas
Subsidiaries
|
|
Consolidated
Elimination
|
|
Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Net real estate investments
|
$
|
3,598
|
|
|
$
|
112,691
|
|
|
$
|
20,521,615
|
|
|
$
|
—
|
|
|
$
|
20,637,904
|
|
Cash and cash equivalents
|
6,470
|
|
|
—
|
|
|
65,807
|
|
|
—
|
|
|
72,277
|
|
|||||
Escrow deposits and restricted cash
|
4,211
|
|
|
128
|
|
|
54,848
|
|
|
—
|
|
|
59,187
|
|
|||||
Investment in and advances to affiliates
|
15,656,592
|
|
|
2,726,198
|
|
|
—
|
|
|
(18,382,790
|
)
|
|
—
|
|
|||||
Goodwill
|
—
|
|
|
—
|
|
|
1,050,548
|
|
|
—
|
|
|
1,050,548
|
|
|||||
Assets held for sale
|
—
|
|
|
—
|
|
|
5,454
|
|
|
—
|
|
|
5,454
|
|
|||||
Other assets
|
45,989
|
|
|
4,443
|
|
|
708,753
|
|
|
—
|
|
|
759,185
|
|
|||||
Total assets
|
$
|
15,716,860
|
|
|
$
|
2,843,460
|
|
|
$
|
22,407,025
|
|
|
$
|
(18,382,790
|
)
|
|
$
|
22,584,555
|
|
Liabilities and equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Senior notes payable and other debt
|
$
|
—
|
|
|
$
|
8,620,867
|
|
|
$
|
2,112,832
|
|
|
$
|
—
|
|
|
$
|
10,733,699
|
|
Intercompany loans
|
8,580,896
|
|
|
(5,629,764
|
)
|
|
(2,951,132
|
)
|
|
—
|
|
|
—
|
|
|||||
Accrued interest
|
(9,953
|
)
|
|
85,717
|
|
|
23,903
|
|
|
—
|
|
|
99,667
|
|
|||||
Accounts payable and other liabilities
|
319,753
|
|
|
19,178
|
|
|
747,099
|
|
|
—
|
|
|
1,086,030
|
|
|||||
Liabilities related to assets held for sale
|
—
|
|
|
—
|
|
|
205
|
|
|
—
|
|
|
205
|
|
|||||
Deferred income taxes
|
608
|
|
|
—
|
|
|
204,611
|
|
|
—
|
|
|
205,219
|
|
|||||
Total liabilities
|
8,891,304
|
|
|
3,095,998
|
|
|
137,518
|
|
|
—
|
|
|
12,124,820
|
|
|||||
Redeemable OP unitholder and noncontrolling interests
|
13,746
|
|
|
—
|
|
|
174,395
|
|
|
—
|
|
|
188,141
|
|
|||||
Total equity
|
6,811,810
|
|
|
(252,538
|
)
|
|
22,095,112
|
|
|
(18,382,790
|
)
|
|
10,271,594
|
|
|||||
Total liabilities and equity
|
$
|
15,716,860
|
|
|
$
|
2,843,460
|
|
|
$
|
22,407,025
|
|
|
$
|
(18,382,790
|
)
|
|
$
|
22,584,555
|
|
|
For the Three Months Ended March 31,2019
|
||||||||||||||||||
|
Ventas, Inc.
|
|
Ventas
Realty
|
|
Ventas
Subsidiaries
|
|
Consolidated
Elimination
|
|
Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Rental income
|
$
|
266
|
|
|
$
|
35,459
|
|
|
$
|
365,771
|
|
|
$
|
—
|
|
|
$
|
401,496
|
|
Resident fees and services
|
—
|
|
|
—
|
|
|
521,447
|
|
|
—
|
|
|
521,447
|
|
|||||
Office building and other services revenue
|
—
|
|
|
—
|
|
|
2,518
|
|
|
—
|
|
|
2,518
|
|
|||||
Income from loans and investments
|
423
|
|
|
—
|
|
|
16,703
|
|
|
—
|
|
|
17,126
|
|
|||||
Equity earnings in affiliates
|
97,834
|
|
|
—
|
|
|
(560
|
)
|
|
(97,274
|
)
|
|
—
|
|
|||||
Interest and other income
|
12
|
|
|
29
|
|
|
246
|
|
|
—
|
|
|
287
|
|
|||||
Total revenues
|
98,535
|
|
|
35,488
|
|
|
906,125
|
|
|
(97,274
|
)
|
|
942,874
|
|
|||||
Expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest
|
(20,672
|
)
|
|
83,094
|
|
|
48,197
|
|
|
—
|
|
|
110,619
|
|
|||||
Depreciation and amortization
|
1,351
|
|
|
1,388
|
|
|
233,181
|
|
|
—
|
|
|
235,920
|
|
|||||
Property-level operating expenses
|
—
|
|
|
162
|
|
|
430,342
|
|
|
—
|
|
|
430,504
|
|
|||||
Office building services costs
|
—
|
|
|
—
|
|
|
633
|
|
|
—
|
|
|
633
|
|
|||||
General, administrative and professional fees
|
(8,667
|
)
|
|
6,468
|
|
|
42,959
|
|
|
—
|
|
|
40,760
|
|
|||||
Loss on extinguishment of debt, net
|
—
|
|
|
405
|
|
|
—
|
|
|
—
|
|
|
405
|
|
|||||
Merger-related expenses and deal costs
|
886
|
|
|
—
|
|
|
1,294
|
|
|
—
|
|
|
2,180
|
|
|||||
Other
|
(257
|
)
|
|
1
|
|
|
279
|
|
|
—
|
|
|
23
|
|
|||||
Total expenses
|
(27,359
|
)
|
|
91,518
|
|
|
756,885
|
|
|
—
|
|
|
821,044
|
|
|||||
Income (loss) before unconsolidated entities, real estate dispositions, income taxes, discontinued operations and noncontrolling interests
|
125,894
|
|
|
(56,030
|
)
|
|
149,240
|
|
|
(97,274
|
)
|
|
121,830
|
|
|||||
Loss from unconsolidated entities
|
—
|
|
|
—
|
|
|
(946
|
)
|
|
—
|
|
|
(946
|
)
|
|||||
Gain on real estate dispositions
|
—
|
|
|
—
|
|
|
5,447
|
|
|
—
|
|
|
5,447
|
|
|||||
Income tax (expense) benefit
|
(109
|
)
|
|
—
|
|
|
1,366
|
|
|
—
|
|
|
1,257
|
|
|||||
Income (loss) from continuing operations
|
125,785
|
|
|
(56,030
|
)
|
|
155,107
|
|
|
(97,274
|
)
|
|
127,588
|
|
|||||
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income (loss)
|
125,785
|
|
|
(56,030
|
)
|
|
155,107
|
|
|
(97,274
|
)
|
|
127,588
|
|
|||||
Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
1,803
|
|
|
—
|
|
|
1,803
|
|
|||||
Net income (loss) attributable to common stockholders
|
$
|
125,785
|
|
|
$
|
(56,030
|
)
|
|
$
|
153,304
|
|
|
$
|
(97,274
|
)
|
|
$
|
125,785
|
|
|
For the Three Months Ended March 31, 2018
|
||||||||||||||||||
|
Ventas, Inc.
|
|
Ventas
Realty
|
|
Ventas
Subsidiaries
|
|
Consolidated
Elimination
|
|
Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Rental income
|
$
|
601
|
|
|
$
|
34,386
|
|
|
$
|
349,822
|
|
|
$
|
—
|
|
|
$
|
384,809
|
|
Resident fees and services
|
—
|
|
|
—
|
|
|
514,753
|
|
|
—
|
|
|
514,753
|
|
|||||
Office building and other services revenue
|
—
|
|
|
—
|
|
|
3,328
|
|
|
—
|
|
|
3,328
|
|
|||||
Income from loans and investments
|
491
|
|
|
—
|
|
|
30,690
|
|
|
—
|
|
|
31,181
|
|
|||||
Equity earnings in affiliates
|
60,297
|
|
|
—
|
|
|
(646
|
)
|
|
(59,651
|
)
|
|
—
|
|
|||||
Interest and other income
|
9,323
|
|
|
—
|
|
|
311
|
|
|
—
|
|
|
9,634
|
|
|||||
Total revenues
|
70,712
|
|
|
34,386
|
|
|
898,258
|
|
|
(59,651
|
)
|
|
943,705
|
|
|||||
Expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest
|
(28,694
|
)
|
|
82,312
|
|
|
57,745
|
|
|
—
|
|
|
111,363
|
|
|||||
Depreciation and amortization
|
1,344
|
|
|
1,444
|
|
|
230,362
|
|
|
—
|
|
|
233,150
|
|
|||||
Property-level operating expenses
|
—
|
|
|
72
|
|
|
412,841
|
|
|
—
|
|
|
412,913
|
|
|||||
Office building services costs
|
—
|
|
|
—
|
|
|
115
|
|
|
—
|
|
|
115
|
|
|||||
General, administrative and professional fees
|
557
|
|
|
4,050
|
|
|
32,567
|
|
|
—
|
|
|
37,174
|
|
|||||
Loss on extinguishment of debt, net
|
168
|
|
|
10,809
|
|
|
—
|
|
|
—
|
|
|
10,977
|
|
|||||
Merger-related expenses and deal costs
|
16,246
|
|
|
—
|
|
|
1,090
|
|
|
—
|
|
|
17,336
|
|
|||||
Other
|
2,169
|
|
|
—
|
|
|
951
|
|
|
—
|
|
|
3,120
|
|
|||||
Total expenses
|
(8,210
|
)
|
|
98,687
|
|
|
735,671
|
|
|
—
|
|
|
826,148
|
|
|||||
Income (loss) before unconsolidated entities, real estate dispositions, income taxes, discontinued operations and noncontrolling interests
|
78,922
|
|
|
(64,301
|
)
|
|
162,587
|
|
|
(59,651
|
)
|
|
117,557
|
|
|||||
Loss from unconsolidated entities
|
—
|
|
|
—
|
|
|
(40,739
|
)
|
|
—
|
|
|
(40,739
|
)
|
|||||
Gain on real estate dispositions
|
—
|
|
|
—
|
|
|
48
|
|
|
—
|
|
|
48
|
|
|||||
Income tax (expense) benefit
|
(209
|
)
|
|
—
|
|
|
3,451
|
|
|
—
|
|
|
3,242
|
|
|||||
Income (loss) from continuing operations
|
78,713
|
|
|
(64,301
|
)
|
|
125,347
|
|
|
(59,651
|
)
|
|
80,108
|
|
|||||
Discontinued operations
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|||||
Net income (loss)
|
78,703
|
|
|
(64,301
|
)
|
|
125,347
|
|
|
(59,651
|
)
|
|
80,098
|
|
|||||
Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
1,395
|
|
|
—
|
|
|
1,395
|
|
|||||
Net income (loss) attributable to common stockholders
|
$
|
78,703
|
|
|
$
|
(64,301
|
)
|
|
$
|
123,952
|
|
|
$
|
(59,651
|
)
|
|
$
|
78,703
|
|
|
For the Three Months Ended March 31,2019
|
||||||||||||||||||
|
Ventas, Inc.
|
|
Ventas
Realty
|
|
Ventas
Subsidiaries
|
|
Consolidated
Elimination
|
|
Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Net income (loss)
|
$
|
125,785
|
|
|
$
|
(56,030
|
)
|
|
$
|
155,107
|
|
|
$
|
(97,274
|
)
|
|
$
|
127,588
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Foreign currency translation
|
6,559
|
|
|
—
|
|
|
(2,732
|
)
|
|
—
|
|
|
3,827
|
|
|||||
Unrealized gain on marketable debt securities
|
—
|
|
|
—
|
|
|
9,291
|
|
|
—
|
|
|
9,291
|
|
|||||
Derivative instruments
|
—
|
|
|
(4,049
|
)
|
|
(1,389
|
)
|
|
—
|
|
|
(5,438
|
)
|
|||||
Total other comprehensive income (loss)
|
6,559
|
|
|
(4,049
|
)
|
|
5,170
|
|
|
—
|
|
|
7,680
|
|
|||||
Comprehensive income (loss)
|
132,344
|
|
|
(60,079
|
)
|
|
160,277
|
|
|
(97,274
|
)
|
|
135,268
|
|
|||||
Comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
1,803
|
|
|
—
|
|
|
1,803
|
|
|||||
Comprehensive income (loss) attributable to common stockholders
|
$
|
132,344
|
|
|
$
|
(60,079
|
)
|
|
$
|
158,474
|
|
|
$
|
(97,274
|
)
|
|
$
|
133,465
|
|
|
For the Three Months Ended March 31, 2018
|
||||||||||||||||||
|
Ventas, Inc.
|
|
Ventas
Realty
|
|
Ventas
Subsidiaries
|
|
Consolidated
Elimination
|
|
Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Net income (loss)
|
$
|
78,703
|
|
|
$
|
(64,301
|
)
|
|
$
|
125,347
|
|
|
$
|
(59,651
|
)
|
|
$
|
80,098
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation
|
12,381
|
|
|
—
|
|
|
(178
|
)
|
|
—
|
|
|
12,203
|
|
|||||
Unrealized loss on marketable debt securities
|
—
|
|
|
—
|
|
|
(172
|
)
|
|
—
|
|
|
(172
|
)
|
|||||
Derivative instruments
|
—
|
|
|
8,021
|
|
|
594
|
|
|
—
|
|
|
8,615
|
|
|||||
Total other comprehensive income
|
12,381
|
|
|
8,021
|
|
|
244
|
|
|
—
|
|
|
20,646
|
|
|||||
Comprehensive income (loss)
|
91,084
|
|
|
(56,280
|
)
|
|
125,591
|
|
|
(59,651
|
)
|
|
100,744
|
|
|||||
Comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
1,395
|
|
|
—
|
|
|
1,395
|
|
|||||
Comprehensive income (loss) attributable to common stockholders
|
$
|
91,084
|
|
|
$
|
(56,280
|
)
|
|
$
|
124,196
|
|
|
$
|
(59,651
|
)
|
|
$
|
99,349
|
|
|
For the Three Months Ended March 31, 2019
|
||||||||||||||||||
|
Ventas, Inc.
|
|
Ventas
Realty
|
|
Ventas
Subsidiaries
|
|
Consolidated
Elimination
|
|
Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Net cash provided by (used in) operating activities
|
$
|
10,545
|
|
|
$
|
(68,079
|
)
|
|
$
|
393,654
|
|
|
$
|
—
|
|
|
$
|
336,120
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net investment in real estate property
|
(13,097
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,097
|
)
|
|||||
Investment in loans receivable
|
(2,335
|
)
|
|
—
|
|
|
(1,922
|
)
|
|
—
|
|
|
(4,257
|
)
|
|||||
Proceeds from real estate disposals
|
17,551
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,551
|
|
|||||
Proceeds from loans receivable
|
11
|
|
|
—
|
|
|
1,264
|
|
|
—
|
|
|
1,275
|
|
|||||
Development project expenditures
|
—
|
|
|
—
|
|
|
(49,652
|
)
|
|
—
|
|
|
(49,652
|
)
|
|||||
Capital expenditures
|
—
|
|
|
—
|
|
|
(21,955
|
)
|
|
—
|
|
|
(21,955
|
)
|
|||||
Investment in unconsolidated entities
|
—
|
|
|
—
|
|
|
(687
|
)
|
|
—
|
|
|
(687
|
)
|
|||||
Insurance proceeds for property damage claims
|
|
|
|
|
|
|
2,998
|
|
|
—
|
|
|
2,998
|
|
|||||
Net cash provided by (used in) investing activities
|
2,130
|
|
|
—
|
|
|
(69,954
|
)
|
|
—
|
|
|
(67,824
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net change in borrowings under revolving credit facilities
|
—
|
|
|
(700,858
|
)
|
|
83
|
|
|
—
|
|
|
(700,775
|
)
|
|||||
Net change in borrowings under commercial paper program
|
—
|
|
|
194,498
|
|
|
—
|
|
|
—
|
|
|
194,498
|
|
|||||
Proceeds from debt
|
—
|
|
|
698,822
|
|
|
7,769
|
|
|
—
|
|
|
706,591
|
|
|||||
Repayment of debt
|
—
|
|
|
(258,750
|
)
|
|
(3,820
|
)
|
|
—
|
|
|
(262,570
|
)
|
|||||
Net change in intercompany debt
|
172,998
|
|
|
141,204
|
|
|
(314,202
|
)
|
|
—
|
|
|
—
|
|
|||||
Payment of deferred financing costs
|
—
|
|
|
(6,837
|
)
|
|
—
|
|
|
—
|
|
|
(6,837
|
)
|
|||||
Issuance of common stock, net
|
98,378
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
98,378
|
|
|||||
Cash distribution to common stockholders
|
(282,874
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(282,874
|
)
|
|||||
Cash distribution to redeemable OP unitholders
|
—
|
|
|
—
|
|
|
(2,216
|
)
|
|
—
|
|
|
(2,216
|
)
|
|||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
1,223
|
|
|
—
|
|
|
1,223
|
|
|||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
(2,623
|
)
|
|
—
|
|
|
(2,623
|
)
|
|||||
Other
|
(2,552
|
)
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(2,558
|
)
|
|||||
Net cash (used in) provided by financing activities
|
(14,050
|
)
|
|
68,079
|
|
|
(313,792
|
)
|
|
—
|
|
|
(259,763
|
)
|
|||||
Net (decrease) increase in cash, cash equivalents and restricted cash
|
(1,375
|
)
|
|
—
|
|
|
9,908
|
|
|
—
|
|
|
8,533
|
|
|||||
Effect of foreign currency translation
|
6,631
|
|
|
—
|
|
|
(6,397
|
)
|
|
—
|
|
|
234
|
|
|||||
Cash, cash equivalents and restricted cash at beginning of period
|
10,681
|
|
|
128
|
|
|
120,655
|
|
|
—
|
|
|
131,464
|
|
|||||
Cash, cash equivalents and restricted cash at end of period
|
$
|
15,937
|
|
|
$
|
128
|
|
|
$
|
124,166
|
|
|
$
|
—
|
|
|
$
|
140,231
|
|
|
For the Three Months Ended March 31, 2018
|
||||||||||||||||||
|
Ventas, Inc.
|
|
Ventas
Realty
|
|
Ventas
Subsidiaries
|
|
Consolidated
Elimination
|
|
Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Net cash (used in) provided by operating activities
|
$
|
(19,936
|
)
|
|
$
|
(58,562
|
)
|
|
$
|
386,517
|
|
|
$
|
—
|
|
|
$
|
308,019
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net investment in real estate property
|
(11,450
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,450
|
)
|
|||||
Investment in loans receivable and other
|
(2,740
|
)
|
|
—
|
|
|
(1,641
|
)
|
|
—
|
|
|
(4,381
|
)
|
|||||
Proceeds from real estate disposals
|
175,370
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
175,370
|
|
|||||
Proceeds from loans receivable
|
1,441
|
|
|
—
|
|
|
141,653
|
|
|
—
|
|
|
143,094
|
|
|||||
Development project expenditures
|
—
|
|
|
—
|
|
|
(73,889
|
)
|
|
—
|
|
|
(73,889
|
)
|
|||||
Capital expenditures
|
—
|
|
|
—
|
|
|
(20,617
|
)
|
|
—
|
|
|
(20,617
|
)
|
|||||
Investment in unconsolidated entities
|
—
|
|
|
—
|
|
|
(39,101
|
)
|
|
—
|
|
|
(39,101
|
)
|
|||||
Insurance proceeds for property damage claims
|
—
|
|
|
—
|
|
|
1,527
|
|
|
—
|
|
|
1,527
|
|
|||||
Net cash provided by investing activities
|
162,621
|
|
|
—
|
|
|
7,932
|
|
|
—
|
|
|
170,553
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net change in borrowings under revolving credit facility
|
—
|
|
|
266,764
|
|
|
7,079
|
|
|
—
|
|
|
273,843
|
|
|||||
Proceeds from debt
|
—
|
|
|
655,044
|
|
|
83,475
|
|
|
—
|
|
|
738,519
|
|
|||||
Repayment of debt
|
(168
|
)
|
|
(1,211,643
|
)
|
|
(5,307
|
)
|
|
—
|
|
|
(1,217,118
|
)
|
|||||
Net change in intercompany debt
|
103,372
|
|
|
354,018
|
|
|
(457,390
|
)
|
|
—
|
|
|
—
|
|
|||||
Payment of deferred financing costs
|
—
|
|
|
(5,621
|
)
|
|
(697
|
)
|
|
—
|
|
|
(6,318
|
)
|
|||||
Cash distribution to common stockholders
|
(281,635
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(281,635
|
)
|
|||||
Cash distribution to redeemable OP unitholders
|
—
|
|
|
—
|
|
|
(1,858
|
)
|
|
—
|
|
|
(1,858
|
)
|
|||||
Cash issued for redemption of OP Units
|
—
|
|
|
—
|
|
|
(655
|
)
|
|
—
|
|
|
(655
|
)
|
|||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
(3,339
|
)
|
|
—
|
|
|
(3,339
|
)
|
|||||
Other
|
(4,687
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,687
|
)
|
|||||
Net cash (used in) provided by financing activities
|
(183,118
|
)
|
|
58,562
|
|
|
(378,692
|
)
|
|
—
|
|
|
(503,248
|
)
|
|||||
Net (decrease) increase in cash, cash equivalents and restricted cash
|
(40,433
|
)
|
|
—
|
|
|
15,757
|
|
|
—
|
|
|
(24,676
|
)
|
|||||
Effect of foreign currency translation
|
12,381
|
|
|
—
|
|
|
(12,376
|
)
|
|
—
|
|
|
5
|
|
|||||
Cash, cash equivalents and restricted cash at beginning of period
|
46,945
|
|
|
128
|
|
|
141,180
|
|
|
—
|
|
|
188,253
|
|
|||||
Cash, cash equivalents and restricted cash at end of period
|
$
|
18,893
|
|
|
$
|
128
|
|
|
$
|
144,561
|
|
|
$
|
—
|
|
|
$
|
163,582
|
|
•
|
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 office buildings are located;
|
•
|
The extent and effect 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, including the potential phasing out of London Inter-bank Offered Rate (“LIBOR”) after 2021;
|
•
|
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, 2018 and for the year ending December 31, 2019;
|
•
|
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 replace an existing tenant, and obligations, including indemnification obligations, we may incur in connection with the replacement of an existing tenant;
|
•
|
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 U.K. 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 damage to our properties from catastrophic weather and other natural events and the physical effects of climate change;
|
•
|
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 office building portfolio and operations, including our ability to successfully design, develop and manage office buildings and to retain key personnel;
|
•
|
The ability of the hospitals on or near whose campuses our medical office buildings (“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;
|
•
|
Our ability to obtain the financial results expected from our development and redevelopment projects, including projects undertaken through our joint ventures;
|
•
|
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 three months ended March 31, 2019, we sold four properties for aggregate consideration of $17.6 million, and we recognized a gain on the sale of these assets of $5.4 million.
|
•
|
In January 2019, our wholly-owned subsidiary, Ventas Realty, Limited Partnership (“Ventas Realty”) established an unsecured commercial paper program with short-term ratings A-2/P-2/F2. Under the terms of the program, we may issue from time to time unsecured commercial paper notes up to a maximum aggregate amount outstanding at any time of $1 billion.
|
•
|
In January 2019, we redeemed $258.8 million aggregate principal amount then outstanding of our 5.45% senior notes due 2043.
|
•
|
During February 2019, we issued a total of $700.0 million of senior notes with a weighted average interest rate of 4.1% and maturities in 2024 and 2049.
|
•
|
For the three months ended March 31, 2019, we sold 1.6 million shares of common stock under our “at-the-market” equity offering program (“ATM program”) for gross proceeds of $64.15 per share, resulting in aggregate net proceeds of $98.5 million, after sales agent commissions.
|
|
As of March 31, 2019
|
|
As of December 31, 2018
|
||
Investment mix by asset type(1):
|
|
|
|
||
Seniors housing communities
|
61.5
|
%
|
|
61.6
|
%
|
MOBs
|
20.5
|
|
|
20.4
|
|
Research and innovation centers
|
8.1
|
|
|
8.1
|
|
Health systems
|
5.6
|
|
|
5.6
|
|
IRFs and LTACs
|
1.7
|
|
|
1.7
|
|
Skilled nursing facilities (“SNFs”)
|
0.8
|
|
|
0.8
|
|
Secured loans receivable and investments, net
|
1.8
|
|
|
1.8
|
|
Investment mix by tenant, operator and manager(1):
|
|
|
|
||
Atria
|
22.3
|
%
|
|
22.1
|
%
|
Sunrise
|
11.0
|
|
|
11.0
|
|
Brookdale Senior Living
|
8.4
|
|
|
8.4
|
|
Ardent
|
5.1
|
|
|
5.2
|
|
ESL
|
3.9
|
|
|
3.9
|
|
Kindred
|
1.1
|
|
|
1.1
|
|
All other
|
48.2
|
|
|
48.3
|
|
(1)
|
Ratios are based on the gross book value of consolidated real estate investments (excluding properties classified as held for sale) as of each reporting date.
|
|
For the Three Months Ended March 31,
|
||||
|
2019
|
|
2018
|
||
Operations mix by tenant and operator and business model:
|
|
|
|
||
Revenues(1):
|
|
|
|
||
Senior living operations
|
55.3
|
%
|
|
54.6
|
%
|
Brookdale Senior Living(2)
|
4.8
|
|
|
4.6
|
|
Ardent
|
3.1
|
|
|
3.0
|
|
Kindred
|
3.4
|
|
|
3.4
|
|
All others
|
33.4
|
|
|
34.4
|
|
Adjusted EBITDA:
|
|
|
|
||
Senior living operations
|
32.9
|
%
|
|
31.9
|
%
|
Brookdale Senior Living(2)
|
7.6
|
|
|
7.4
|
|
Ardent
|
5.0
|
|
|
5.0
|
|
Kindred
|
5.4
|
|
|
5.7
|
|
All others
|
49.1
|
|
|
50.0
|
|
Net operating income (“NOI”)
|
|
|
|
||
Senior living operations
|
31.4
|
%
|
|
31.2
|
%
|
Brookdale Senior Living(2)
|
8.8
|
|
|
8.1
|
|
Ardent
|
5.7
|
|
|
5.4
|
|
Kindred
|
6.2
|
|
|
6.1
|
|
All others
|
47.9
|
|
|
49.2
|
|
Operations mix by geographic location(3):
|
|
|
|
||
California
|
16.3
|
%
|
|
15.9
|
%
|
New York
|
9.1
|
|
|
8.3
|
|
Texas
|
6.3
|
|
|
6.0
|
|
Pennsylvania
|
4.8
|
|
|
4.5
|
|
Illinois
|
4.3
|
|
|
4.4
|
|
All others
|
59.2
|
|
|
60.9
|
|
(1)
|
Total revenues include office building and other services revenue, revenue from loans and investments and interest and other income (excluding amounts in discontinued operations and including amounts related to assets classified as held for sale).
|
(2)
|
Excludes two seniors housing communities included in senior living operations.
|
(3)
|
Ratios are based on total revenues (excluding amounts in discontinued operations and including amounts related to assets classified as held for sale) for each period presented.
|
|
For the Three Months Ended March 31,
|
|
Increase (Decrease)
to Net Income
|
|||||||||||
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||
|
(Dollars in thousands)
|
|||||||||||||
Segment NOI:
|
|
|
|
|
|
|
|
|||||||
Triple-net leased properties
|
$
|
192,635
|
|
|
$
|
191,783
|
|
|
$
|
852
|
|
|
0.4
|
%
|
Senior living operations
|
160,461
|
|
|
162,533
|
|
|
(2,072
|
)
|
|
(1.3
|
)
|
|||
Office operations
|
140,485
|
|
|
134,994
|
|
|
5,491
|
|
|
4.1
|
|
|||
All other
|
17,869
|
|
|
31,733
|
|
|
(13,864
|
)
|
|
(43.7
|
)
|
|||
Total segment NOI
|
511,450
|
|
|
521,043
|
|
|
(9,593
|
)
|
|
(1.8
|
)
|
|||
Interest and other income
|
287
|
|
|
9,634
|
|
|
(9,347
|
)
|
|
(97.0
|
)
|
|||
Interest expense
|
(110,619
|
)
|
|
(111,363
|
)
|
|
744
|
|
|
0.7
|
|
|||
Depreciation and amortization
|
(235,920
|
)
|
|
(233,150
|
)
|
|
(2,770
|
)
|
|
(1.2
|
)
|
|||
General, administrative and professional fees
|
(40,760
|
)
|
|
(37,174
|
)
|
|
(3,586
|
)
|
|
(9.6
|
)
|
|||
Loss on extinguishment of debt, net
|
(405
|
)
|
|
(10,977
|
)
|
|
10,572
|
|
|
96.3
|
|
|||
Merger-related expenses and deal costs
|
(2,180
|
)
|
|
(17,336
|
)
|
|
15,156
|
|
|
87.4
|
|
|||
Other
|
(23
|
)
|
|
(3,120
|
)
|
|
3,097
|
|
|
99.3
|
|
|||
Income before unconsolidated entities, real estate dispositions, income taxes, discontinued operations and noncontrolling interests
|
121,830
|
|
|
117,557
|
|
|
4,273
|
|
|
3.6
|
|
|||
Loss from unconsolidated entities
|
(946
|
)
|
|
(40,739
|
)
|
|
39,793
|
|
|
97.7
|
|
|||
Gain on real estate dispositions
|
5,447
|
|
|
48
|
|
|
5,399
|
|
|
nm
|
||||
Income tax benefit
|
1,257
|
|
|
3,242
|
|
|
(1,985
|
)
|
|
(61.2
|
)
|
|||
Income from continuing operations
|
127,588
|
|
|
80,108
|
|
|
47,480
|
|
|
59.3
|
|
|||
Discontinued operations
|
—
|
|
|
(10
|
)
|
|
10
|
|
|
nm
|
||||
Net income
|
127,588
|
|
|
80,098
|
|
|
47,490
|
|
|
59.3
|
|
|||
Net income attributable to noncontrolling interests
|
1,803
|
|
|
1,395
|
|
|
(408
|
)
|
|
(29.2)
|
||||
Net income attributable to common stockholders
|
$
|
125,785
|
|
|
$
|
78,703
|
|
|
47,082
|
|
|
59.8
|
|
|
For the Three Months Ended March 31,
|
|
Increase (Decrease)
to Segment NOI
|
|||||||||||
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||
|
(Dollars in thousands)
|
|||||||||||||
Segment NOI—Triple-Net Leased Properties:
|
|
|
|
|
|
|
|
|||||||
Rental income
|
$
|
200,068
|
|
|
$
|
190,641
|
|
|
$
|
9,427
|
|
|
4.9
|
%
|
Other services revenue
|
—
|
|
|
1,142
|
|
|
(1,142
|
)
|
|
nm
|
||||
Less: Property-level operating expenses
|
(7,433
|
)
|
|
—
|
|
|
(7,433
|
)
|
|
nm
|
||||
Segment NOI
|
$
|
192,635
|
|
|
$
|
191,783
|
|
|
852
|
|
|
0.4
|
|
|
Number of Properties Owned at March 31, 2019
|
|
Average Occupancy for the Three Months Ended
December 31, 2018 |
|
Number of Properties Owned at March 31, 2018
|
|
Average Occupancy for the Three Months Ended
December 31, 2017 |
Seniors housing communities (1)
|
351
|
|
84.9%
|
|
347
|
|
85.6%
|
SNFs (1)
|
17
|
|
85.2
|
|
17
|
|
84.9
|
IRFs and LTACs (1)
|
36
|
|
52.0
|
|
36
|
|
57.0
|
(1)
|
Excludes properties included in discontinued operations and properties sold or classified as held for sale, 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, 2019 and 2018, 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 |
|||||||||||
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||
|
(Dollars in thousands)
|
|||||||||||||
Same-Store Segment NOI—Triple-Net Leased Properties:
|
|
|
|
|
|
|
|
|||||||
Rental income
|
$
|
198,424
|
|
|
$
|
184,879
|
|
|
$
|
13,545
|
|
|
7.3
|
%
|
Less: Property-level operating expenses
|
(7,212
|
)
|
|
—
|
|
|
(7,212
|
)
|
|
nm
|
||||
Segment NOI
|
$
|
191,212
|
|
|
$
|
184,879
|
|
|
6,333
|
|
|
3.4
|
|
|
For the Three Months Ended March 31,
|
|
Increase (Decrease)
to Segment NOI |
|||||||||||
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||
|
(Dollars in thousands)
|
|||||||||||||
Segment NOI—Senior Living Operations:
|
|
|
|
|
|
|
|
|||||||
Resident fees and services
|
$
|
521,447
|
|
|
$
|
514,753
|
|
|
$
|
6,694
|
|
|
1.3
|
%
|
Less: Property-level operating expenses
|
(360,986
|
)
|
|
(352,220
|
)
|
|
(8,766
|
)
|
|
(2.5
|
)
|
|||
Segment NOI
|
$
|
160,461
|
|
|
$
|
162,533
|
|
|
(2,072
|
)
|
|
(1.3
|
)
|
|
Number of Properties at March 31,
|
|
Average Occupancy for the Three Months Ended
March 31, |
|
Average Monthly Revenue Per Occupied Room For the Three Months Ended March 31,
|
||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Total communities
|
358
|
|
|
358
|
|
|
86.2
|
%
|
|
86.6
|
%
|
|
$
|
5,692
|
|
|
$
|
5,720
|
|
|
For the Three Months Ended March 31,
|
|
Increase (Decrease)
to Segment NOI |
|||||||||||
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||
|
(Dollars in thousands)
|
|||||||||||||
Same-Store Segment NOI—Senior Living Operations:
|
|
|
|
|
|
|
|
|||||||
Resident fees and services
|
$
|
513,241
|
|
|
$
|
503,005
|
|
|
$
|
10,236
|
|
|
2.0
|
%
|
Less: Property-level operating expenses
|
(355,204
|
)
|
|
(342,928
|
)
|
|
(12,276
|
)
|
|
(3.6
|
)
|
|||
Segment NOI
|
$
|
158,037
|
|
|
$
|
160,077
|
|
|
(2,040
|
)
|
|
(1.3
|
)
|
|
Number of Properties at March 31,
|
|
Average Occupancy for the Three Months Ended
March 31, |
|
Average Monthly Revenue Per Occupied Room For the Three Months Ended March 31,
|
||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Same-store communities
|
353
|
|
|
353
|
|
|
86.3
|
%
|
|
86.7
|
%
|
|
$
|
5,672
|
|
|
$
|
5,742
|
|
|
For the Three Months Ended March 31,
|
|
Increase (Decrease)
to Segment NOI |
|||||||||||
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||
|
(Dollars in thousands)
|
|||||||||||||
Segment NOI—Office Operations:
|
|
|
|
|
|
|
|
|||||||
Rental income
|
$
|
201,428
|
|
|
$
|
194,168
|
|
|
$
|
7,260
|
|
|
3.7
|
%
|
Office building services revenue
|
1,775
|
|
|
1,634
|
|
|
141
|
|
|
8.6
|
|
|||
Total revenues
|
203,203
|
|
|
195,802
|
|
|
7,401
|
|
|
3.8
|
|
|||
Less:
|
|
|
|
|
|
|
|
|||||||
Property-level operating expenses
|
(62,085
|
)
|
|
(60,693
|
)
|
|
(1,392
|
)
|
|
(2.3
|
)
|
|||
Office building services costs
|
(633
|
)
|
|
(115
|
)
|
|
(518
|
)
|
|
nm
|
||||
Segment NOI
|
$
|
140,485
|
|
|
$
|
134,994
|
|
|
5,491
|
|
|
4.1
|
|
|
For the Three Months Ended March 31,
|
|
Increase (Decrease)
to Segment NOI |
|||||||||||
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||
|
(Dollars in thousands)
|
|||||||||||||
Same-Store Segment NOI—Office Operations:
|
|
|
|
|
|
|
|
|||||||
Rental income
|
$
|
183,342
|
|
|
$
|
177,838
|
|
|
$
|
5,504
|
|
|
3.1
|
%
|
Less: Property-level operating expenses
|
(55,031
|
)
|
|
(54,284
|
)
|
|
(747
|
)
|
|
(1.4
|
)
|
|||
Segment NOI
|
$
|
128,311
|
|
|
$
|
123,554
|
|
|
4,757
|
|
|
3.9
|
|
|
Number of Properties at
March 31, |
|
Occupancy at
March 31, |
|
Annualized Average Rent Per Occupied Square Foot for the Three Months Ended
March 31, |
||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Same-store office buildings
|
357
|
|
|
357
|
|
|
91.8
|
%
|
|
92.0
|
%
|
|
$
|
33
|
|
|
$
|
32
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Net income attributable to common stockholders
|
$
|
125,785
|
|
|
$
|
78,703
|
|
Adjustments:
|
|
|
|
||||
Real estate depreciation and amortization
|
234,471
|
|
|
231,495
|
|
||
Real estate depreciation related to noncontrolling interests
|
(1,834
|
)
|
|
(1,811
|
)
|
||
Real estate depreciation related to unconsolidated entities
|
165
|
|
|
1,030
|
|
||
Impairment on equity method investment
|
—
|
|
|
35,708
|
|
||
Gain on real estate dispositions related to unconsolidated entities
|
(799
|
)
|
|
—
|
|
||
Gain on real estate dispositions related to noncontrolling interests
|
354
|
|
|
—
|
|
||
Gain on real estate dispositions
|
(5,447
|
)
|
|
(48
|
)
|
||
FFO attributable to common stockholders
|
352,695
|
|
|
345,077
|
|
||
Adjustments:
|
|
|
|
||||
Change in fair value of financial instruments
|
(38
|
)
|
|
(91
|
)
|
||
Non-cash income tax benefit
|
(1,714
|
)
|
|
(3,675
|
)
|
||
Loss on extinguishment of debt, net
|
405
|
|
|
10,987
|
|
||
Loss on non-real estate dispositions related to unconsolidated entities
|
—
|
|
|
4
|
|
||
Merger-related expenses, deal costs and re-audit costs
|
2,829
|
|
|
19,245
|
|
||
Amortization of other intangibles
|
121
|
|
|
328
|
|
||
Other items related to unconsolidated entities
|
1,038
|
|
|
2,847
|
|
||
Non-cash impact of changes to equity plan
|
2,334
|
|
|
1,581
|
|
||
Natural disaster expenses (recoveries), net
|
(1,539
|
)
|
|
(383
|
)
|
||
Normalized FFO attributable to common stockholders
|
$
|
356,131
|
|
|
$
|
375,920
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Net income attributable to common stockholders
|
$
|
125,785
|
|
|
$
|
78,703
|
|
Adjustments:
|
|
|
|
||||
Interest
|
110,619
|
|
|
111,363
|
|
||
Loss on extinguishment of debt, net
|
405
|
|
|
10,977
|
|
||
Taxes (including tax amounts in general, administrative and professional fees)
|
114
|
|
|
(2,390
|
)
|
||
Depreciation and amortization
|
235,920
|
|
|
233,150
|
|
||
Non-cash stock-based compensation expense
|
8,405
|
|
|
7,124
|
|
||
Merger-related expenses, deal costs and re-audit costs
|
2,191
|
|
|
18,737
|
|
||
Net income attributable to noncontrolling interests, net of consolidated joint venture partners’ share of EBITDA
|
(2,874
|
)
|
|
(3,032
|
)
|
||
Loss from unconsolidated entities, net of Ventas share of EBITDA from unconsolidated entities
|
7,758
|
|
|
44,939
|
|
||
Gain on real estate dispositions
|
(5,447
|
)
|
|
(48
|
)
|
||
Unrealized foreign currency (gains) losses
|
(427
|
)
|
|
377
|
|
||
Change in fair value of financial instruments
|
(53
|
)
|
|
(89
|
)
|
||
Natural disaster expenses (recoveries), net
|
(1,649
|
)
|
|
(383
|
)
|
||
Adjusted EBITDA
|
$
|
480,747
|
|
|
$
|
499,428
|
|
|
For the Three Months Ended March 31,
|
|||||||
|
2019
|
|
2018
|
|||||
|
(In thousands)
|
|||||||
Net income attributable to common stockholders
|
$
|
125,785
|
|
|
$
|
78,703
|
|
|
Adjustments:
|
|
|
|
|||||
Interest and other income
|
(287
|
)
|
|
(9,634
|
)
|
|||
Interest
|
110,619
|
|
|
111,363
|
|
|||
Depreciation and amortization
|
235,920
|
|
|
233,150
|
|
|||
General, administrative and professional fees
|
40,760
|
|
|
37,174
|
|
|||
Loss on extinguishment of debt, net
|
405
|
|
|
10,977
|
|
|||
Merger-related expenses and deal costs
|
2,180
|
|
—
|
|
17,336
|
|
||
Discontinued operations
|
—
|
|
|
10
|
|
|||
Other
|
23
|
|
|
3,120
|
|
|||
Net income attributable to noncontrolling interests
|
1,803
|
|
|
1,395
|
|
|||
Loss from unconsolidated entities
|
946
|
|
|
40,739
|
|
|||
Income tax benefit
|
(1,257
|
)
|
|
(3,242
|
)
|
|||
Gain on real estate dispositions
|
(5,447
|
)
|
|
(48
|
)
|
|||
NOI
|
$
|
511,450
|
|
|
$
|
521,043
|
|
|
For the Three Months Ended March 31,
|
|
(Decrease) Increase to Cash
|
|||||||||||
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||
|
(Dollars in thousands)
|
|||||||||||||
Cash, cash equivalents and restricted cash at beginning of period
|
$
|
131,464
|
|
|
$
|
188,253
|
|
|
$
|
(56,789
|
)
|
|
(30.2
|
)%
|
Net cash provided by operating activities
|
336,120
|
|
|
308,019
|
|
|
28,101
|
|
|
9.1
|
|
|||
Net cash (used in) provided by investing activities
|
(67,824
|
)
|
|
170,553
|
|
|
(238,377
|
)
|
|
nm
|
|
|||
Net cash used in financing activities
|
(259,763
|
)
|
|
(503,248
|
)
|
|
243,485
|
|
|
48.4
|
|
|||
Effect of foreign currency translation
|
234
|
|
|
5
|
|
|
229
|
|
|
nm
|
|
|||
Cash, cash equivalents and restricted cash at end of period
|
$
|
140,231
|
|
|
$
|
163,582
|
|
|
(23,351
|
)
|
|
(14.3
|
)
|
|
As of March 31, 2019
|
|
As of December 31, 2018
|
||||
|
(In thousands)
|
||||||
Gross book value
|
$
|
9,500,717
|
|
|
$
|
9,043,734
|
|
Fair value(1)
|
9,668,315
|
|
|
8,926,280
|
|
||
Fair value reflecting change in interest rates(1):
|
|
|
|
||||
-100 basis points
|
10,217,297
|
|
|
9,574,799
|
|
||
+100 basis points
|
9,147,169
|
|
|
8,568,149
|
|
(1)
|
The change in fair value of our fixed rate debt from December 31, 2018 to March 31, 2019 was due primarily to 2019 senior note issuances, partially offset by 2019 senior note repayments.
|
|
As of March 31, 2019
|
|
As of December 31, 2018
|
|
As of March 31, 2018
|
||||||
|
(Dollars in thousands)
|
||||||||||
Balance:
|
|
|
|
|
|
||||||
Fixed rate:
|
|
|
|
|
|
||||||
Senior notes
|
$
|
8,405,769
|
|
|
$
|
7,945,598
|
|
|
$
|
7,643,503
|
|
Unsecured term loans
|
400,000
|
|
|
400,000
|
|
|
200,000
|
|
|||
Mortgage loans and other (1)
|
694,948
|
|
|
698,136
|
|
|
1,076,315
|
|
|||
Variable rate:
|
|
|
|
|
|
||||||
Senior notes
|
—
|
|
|
—
|
|
|
400,000
|
|
|||
Unsecured revolving credit facility
|
52,135
|
|
|
765,919
|
|
|
794,368
|
|
|||
Unsecured term loans
|
500,000
|
|
|
500,000
|
|
|
700,000
|
|
|||
Commercial paper notes
|
195,000
|
|
|
—
|
|
|
—
|
|
|||
Secured revolving construction credit facility
|
104,629
|
|
|
90,488
|
|
|
18,632
|
|
|||
Mortgage loans and other (1)
|
436,697
|
|
|
429,561
|
|
|
310,417
|
|
|||
Total
|
$
|
10,789,178
|
|
|
$
|
10,829,702
|
|
|
$
|
11,143,235
|
|
Percentage of total debt:
|
|
|
|
|
|
||||||
Fixed rate:
|
|
|
|
|
|
||||||
Senior notes
|
78.0
|
%
|
|
73.4
|
%
|
|
68.5
|
%
|
|||
Unsecured term loans
|
3.7
|
|
|
3.7
|
|
|
1.8
|
|
|||
Mortgage loans and other (1)
|
6.4
|
|
|
6.4
|
|
|
9.7
|
|
|||
Variable rate:
|
|
|
|
|
|
||||||
Senior notes
|
—
|
|
|
—
|
|
|
3.6
|
|
|||
Unsecured revolving credit facility
|
0.5
|
|
|
7.1
|
|
|
7.1
|
|
|||
Unsecured term loans
|
4.6
|
|
|
4.6
|
|
|
6.3
|
|
|||
Commercial paper notes
|
1.8
|
|
|
—
|
|
|
—
|
|
|||
Secured revolving construction credit facility
|
1.0
|
|
|
0.8
|
|
|
0.2
|
|
|||
Mortgage loans and other (1)
|
4.0
|
|
|
4.0
|
|
|
2.8
|
|
|||
Total
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|||
Weighted average interest rate at end of period:
|
|
|
|
|
|
||||||
Fixed rate:
|
|
|
|
|
|
||||||
Senior notes
|
3.8
|
%
|
|
3.8
|
%
|
|
3.9
|
%
|
|||
Unsecured term loans
|
2.8
|
|
|
2.8
|
|
|
2.1
|
|
|||
Mortgage loans and other (1)
|
4.4
|
|
|
4.4
|
|
|
5.1
|
|
|||
Variable rate:
|
|
|
|
|
|
||||||
Senior notes
|
—
|
|
|
—
|
|
|
2.7
|
|
|||
Unsecured revolving credit facility
|
2.2
|
|
|
3.2
|
|
|
2.6
|
|
|||
Unsecured term loans
|
3.3
|
|
|
3.3
|
|
|
2.6
|
|
|||
Commercial paper notes
|
2.8
|
|
|
—
|
|
|
—
|
|
|||
Secured revolving construction credit facility
|
4.2
|
|
|
4.1
|
|
|
3.4
|
|
|||
Mortgage loans and other (1)
|
3.4
|
|
|
3.4
|
|
|
2.8
|
|
|||
Total
|
3.7
|
|
|
3.7
|
|
|
3.7
|
|
(1)
|
Excludes mortgage debt of $57.4 million related to real estate assets classified as held for sale as of March 31, 2018, which was 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
|
90,798
|
|
|
$
|
61.21
|
|
February 1 through February 28
|
—
|
|
|
—
|
|
|
March 1 through March 31
|
25,159
|
|
|
62.16
|
|
(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.
|
|
|
|
|
|
Exhibit
Number
|
|
Description of Document
|
|
Location of Document
|
|
|
|
|
|
|
Certification of Debra A. Cafaro, Chairman and Chief Executive Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
|
|
Filed herewith.
|
|
|
Certification of Robert F. Probst, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
|
|
Filed herewith.
|
|
|
Certification of Debra A. Cafaro, Chairman and Chief Executive Officer, pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. § 1350.
|
|
Filed herewith.
|
|
|
Certification of Robert F. Probst, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. § 1350.
|
|
Filed herewith.
|
|
101.INS
|
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
|
Filed herewith.
|
101.SCH
|
|
Inline XBRL Taxonomy Extension Schema Document
|
|
Filed herewith.
|
101.CAL
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
|
Filed herewith.
|
101.LAB
|
|
Inline XBRL Taxonomy Extension Label Linkbase Document
|
|
Filed herewith.
|
101.PRE
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
|
Filed herewith.
|
101.DEF
|
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
|
Filed herewith.
|
|
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 |
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report, any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ DEBRA A. CAFARO
|
Debra A. Cafaro
Chairman and Chief Executive Officer
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report, any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ ROBERT F. PROBST
|
Robert F. Probst
Executive Vice President and Chief Financial Officer
|
/s/ DEBRA A. CAFARO
|
Debra A. Cafaro
Chairman and Chief Executive Officer
|
/s/ ROBERT F. PROBST
|
Robert F. Probst
Executive Vice President and Chief Financial Officer
|