þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware
(State or Other Jurisdiction of Incorporation or Organization) |
61-1055020
(I.R.S. Employer Identification No.) |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o |
Class of Common Stock: | Outstanding at August 1, 2011: | |
Common Stock, $0.25 par value | 287,919,941 |
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64
ITEM 1.
FINANCIAL STATEMENTS
June 30,
December 31,
2011
2010
(Unaudited)
(Audited)
$
854,055
$
559,072
8,969,465
6,035,295
41,240
6,519
317,850
146,813
10,182,610
6,747,699
(1,601,662
)
(1,468,180
)
8,580,948
5,279,519
634,472
149,263
14,765
15,332
9,230,185
5,444,114
26,702
21,812
64,261
38,940
16,129
19,533
296,756
233,622
$
9,634,033
$
5,758,021
$
5,007,080
$
2,900,044
26,558
19,296
401,151
207,143
279,668
241,333
5,714,457
3,367,816
47,063
39,391
4,254,137
2,576,843
28,212
26,868
(412,694
)
(255,628
)
(748
)
3,916,718
2,386,726
2,858
3,479
3,919,576
2,390,205
$
9,634,033
$
5,758,021
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For the Three Months
For the Six Months
Ended June 30,
Ended June 30,
2011
2010
2011
2010
$
120,129
$
117,386
$
238,732
$
233,719
23,758
12,240
47,994
24,429
143,887
129,626
286,726
258,148
202,482
109,867
316,984
218,353
9,822
16,779
8,391
3,705
14,476
7,322
78
122
156
385
364,660
243,320
635,121
484,208
53,732
43,840
96,290
87,930
80,755
50,040
132,514
102,354
136,739
71,059
214,850
145,736
8,278
4,124
16,954
8,326
145,017
75,183
231,804
154,062
7,954
13,490
15,554
9,858
30,386
20,541
6
6,549
16,526
6,549
55,807
4,207
62,256
6,526
(7,773
)
121
(7,772
)
15
351,052
189,798
575,494
377,977
13,608
53,522
59,627
106,231
(83
)
(253
)
6,209
(409
)
9,406
(695
)
19,734
53,113
68,780
105,536
5,852
6,597
19,734
58,965
68,780
112,133
58
898
120
1,447
$
19,676
$
58,067
$
68,660
$
110,686
$
0.11
$
0.33
$
0.41
$
0.67
0.04
0.04
$
0.11
$
0.37
$
0.41
$
0.71
$
0.11
$
0.33
$
0.40
$
0.66
0.04
0.04
$
0.11
$
0.37
$
0.40
$
0.70
176,262
156,611
168,369
156,533
177,945
157,441
170,013
157,206
$
0.7014
$
0.535
$
1.2764
$
1.07
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Accumulated
Common
Capital in
Other
Retained
Total Ventas
Stock Par
Excess of
Comprehensive
Earnings
Treasury
Stockholders
Noncontrolling
Value
Par Value
Income
(Deficit)
Stock
Equity
Interest
Total Equity
$
39,160
$
2,573,039
$
19,669
$
(165,710
)
$
(647
)
$
2,465,511
$
18,549
$
2,484,060
246,167
246,167
3,562
249,729
6,951
6,951
6,951
354
354
354
(106
)
(106
)
(106
)
253,366
3,562
256,928
(18,503
)
(18,503
)
(18,632
)
(37,135
)
(336,085
)
(336,085
)
(336,085
)
197
21,076
3,371
24,644
24,644
34
1,231
(3,472
)
(2,207
)
(2,207
)
39,391
2,576,843
26,868
(255,628
)
(748
)
2,386,726
3,479
2,390,205
68,660
68,660
120
68,780
3,059
3,059
3,059
(1,679
)
(1,679
)
(1,679
)
(36
)
(36
)
(36
)
70,004
120
70,124
(3,170
)
(3,170
)
(741
)
(3,911
)
(225,726
)
(225,726
)
(225,726
)
7,631
1,673,209
1,680,840
1,680,840
8
8,285
223
8,516
8,516
33
(1,030
)
525
(472
)
(472
)
$
47,063
$
4,254,137
$
28,212
$
(412,694
)
$
$
3,916,718
$
2,858
$
3,919,576
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For the Six Months Ended June 30,
2011
2010
$
68,780
$
112,133
132,514
102,722
(5,333
)
(2,943
)
3,366
4,367
(307
)
(8,887
)
8,368
6,089
(3,749
)
(4,975
)
16,526
6,549
(5,225
)
(3,255
)
(733
)
(9,404
)
695
253
689
(238
)
(9,940
)
(5,174
)
4,008
(1,292
)
(6,596
)
(4,991
)
186,300
207,717
(264,464
)
(22,915
)
(3,319
)
(612,925
)
(15,796
)
23,029
132,363
1,323
23,050
(19,236
)
(7,078
)
(75
)
(744,606
)
(21,437
)
99,500
117,280
704,111
696
(337,427
)
(215,171
)
(1,363
)
(1,840
)
299,884
(201,949
)
(167,829
)
633
(616
)
(4,277
)
955
4,673
563,095
(265,835
)
4,789
(79,555
)
101
(48
)
21,812
107,397
$
26,702
$
27,794
$
3,140,924
$
496
110,722
(355
)
1,621,641
200,962
141
48,087
1,380,956
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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.
Loans receivable:
We estimate the fair value of loans receivable by discounting
the future cash flows using current interest rates at which similar loans with the same
maturities would be made to borrowers with similar credit ratings. The inputs used to
measure the fair value of our loans receivable are level two and level three inputs.
Additionally, we determine the valuation allowance for loan losses based on level three
inputs. See Note 5Loans Receivable.
Marketable debt securities
: We estimate the fair value of marketable debt
securities using quoted prices for similar assets or liabilities in active markets that we
have the ability to access. The inputs used to measure the fair value of our marketable
debt securities are level two inputs.
Derivative instruments
: With the assistance of a third party, we estimate the
fair value of our derivative instruments, including interest rate caps, interest rate
swaps, and foreign currency forward contracts, using level two inputs. We determine the
fair value of interest rate caps using forward yield curves and other relevant
information. We estimate the fair value of interest rate swaps using alternative
financing rates derived from market-based financing rates, forward yield curves and
discount rates. We determine the fair value of foreign currency forward contracts by
estimating the future values of the two currency tranches using forward exchange rates
that are based on traded forward points and calculating 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 borrowings by
discounting the future cash flows using current interest rates at which we could make
similar borrowings. The inputs used to measure the fair value of our senior notes payable
and other debt are level two inputs.
Contingent consideration
: We estimate the fair value of contingent consideration
using probability assessments of expected future cash flows over the period in which the
obligation is expected to be settled, and by applying a discount rate that appropriately
captures a market participants view of the risk associated with the obligation. The
inputs we use to determine fair value of contingent consideration are considered level
three inputs.
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$
293,550
2,941,478
170,360
188,440
3,593,828
1,621,641
48,087
200,962
1,870,690
1,723,138
77,718
1,380,956
$
264,464
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For the Three Months Ended
For the Six Months Ended
June 30,
June 30,
2011
2010
2011
2010
(In thousands, except per share amounts)
$
553,797
$
503,600
$
1,099,099
$
1,004,767
90,650
73,466
158,181
137,704
5,852
6,597
90,650
79,318
158,181
144,301
$
0.32
$
0.26
$
0.55
$
0.49
0.02
0.02
$
0.32
$
0.28
$
0.55
$
0.51
$
0.31
$
0.26
$
0.55
$
0.49
0.02
0.02
$
0.31
$
0.28
$
0.55
$
0.51
287,357
281,419
286,282
281,341
289,040
282,249
287,926
282,014
Table of Contents
June 30,
December 31,
2011
2010
(Dollars in thousands)
$
13,620
$
13,232
304,230
125,452
17,452
21,779
(119,154
)
(100,808
)
74,099
19,901
$
290,247
$
79,556
9.1
18.5
$
51,333
$
22,398
(14,393
)
(12,495
)
$
36,940
$
9,903
6.0
6.9
Table of Contents
June 30,
December 31,
2011
2010
(In thousands)
$
139,500
$
40,000
230,000
230,000
82,433
82,433
200,000
200,000
400,000
400,000
400,000
400,000
225,000
225,000
700,000
2,244,441
1,349,521
4,621,374
2,926,954
355,807
74,150
11,790
(44,251
)
(38,700
)
$
5,007,080
$
2,900,044
Unsecured
Principal Amount
Revolving Credit
Scheduled Periodic
Due at Maturity
Facilities (1)
Amortization
Total Maturities
(In thousands)
$
230,700
$
$
20,137
$
250,837
185,684
139,500
41,821
367,005
558,075
35,701
593,776
186,740
32,208
218,948
575,377
25,509
600,886
2,436,484
153,438
2,589,922
$
4,173,060
$
139,500
$
308,814
$
4,621,374
(1)
At June 30, 2011, we had $26.7 million of unrestricted cash and cash equivalents, for
$112.8 million of net borrowings outstanding under our unsecured revolving credit
facilities.
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$
4,686
9,447
9,573
9,700
9,826
172,553
215,785
(72,554
)
$
143,231
June 30, 2011
December 31, 2010
Carrying
Carrying
Amount
Fair Value
Amount
Fair Value
(In thousands)
$
26,702
$
26,702
$
21,812
$
21,812
634,472
635,077
149,263
155,377
43,813
43,813
66,675
66,675
4,621,374
4,593,327
2,926,954
3,055,435
21,655
21,655
3,722
3,722
44,200
44,200
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June 30,
December 31,
2011
2010
(In thousands)
$
26,069
$
23,010
3,115
4,794
(972
)
(936
)
$
28,212
$
26,868
For the Three Months
For the Six Months
Ended June 30,
Ended June 30,
2011
2010
2011
2010
(In thousands, except per share amounts)
$
19,676
$
52,215
$
68,660
$
104,089
5,852
6,597
$
19,676
$
58,067
$
68,660
$
110,686
176,262
156,611
168,369
156,533
487
357
483
337
66
48
67
45
1,130
425
1,094
291
177,945
157,441
170,013
157,206
$
0.11
$
0.33
$
0.41
$
0.67
0.04
0.04
$
0.11
$
0.37
$
0.41
$
0.71
$
0.11
$
0.33
$
0.40
$
0.66
0.04
0.04
$
0.11
$
0.37
$
0.40
$
0.70
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Triple-Net
Senior
Leased
Living
MOB
All
Properties
Operations
Operations
Other
Total
(In thousands)
$
120,129
$
$
23,758
$
$
143,887
202,482
202,482
9,822
9,822
8,391
8,391
78
78
$
120,129
$
202,482
$
33,580
$
8,469
$
364,660
$
120,129
$
202,482
$
33,580
$
8,469
$
364,660
78
78
136,739
8,278
145,017
7,954
7,954
120,129
65,743
17,348
8,391
211,611
(83
)
(83
)
$
120,129
$
65,743
$
17,265
$
8,391
211,528
78
(53,732
)
(80,755
)
(15,554
)
(6
)
(55,807
)
7,773
6,209
$
19,734
Table of Contents
Triple-Net
Senior
Leased
Living
MOB
All
Properties
Operations
Operations
Other
Total
(In thousands)
$
117,386
$
$
12,240
$
$
129,626
109,867
109,867
3,705
3,705
122
122
$
117,386
$
109,867
$
12,240
$
3,827
$
243,320
$
117,386
$
109,867
$
12,240
$
3,827
$
243,320
122
122
71,059
4,124
75,183
117,386
38,808
8,116
3,705
168,015
$
117,386
$
38,808
$
8,116
$
3,705
168,015
122
(43,840
)
(50,040
)
(9,858
)
(6,549
)
(4,207
)
(121
)
(409
)
5,852
$
58,965
Table of Contents
Triple-Net
Senior
Leased
Living
MOB
All
Properties
Operations
Operations
Other
Total
(In thousands)
$
238,732
$
$
47,994
$
$
286,726
316,984
316,984
16,779
16,779
14,476
14,476
156
156
$
238,732
$
316,984
$
64,773
$
14,632
$
635,121
$
238,732
$
316,984
$
64,773
$
14,632
$
635,121
156
156
214,850
16,954
231,804
13,490
13,490
238,732
102,134
34,329
14,476
389,671
(253
)
(253
)
$
238,732
$
102,134
$
34,076
$
14,476
389,418
156
(96,290
)
(132,514
)
(30,386
)
(16,526
)
(62,256
)
7,772
9,406
$
68,780
Table of Contents
Triple-Net
Senior
Leased
Living
MOB
All
Properties
Operations
Operations
Other
Total
(In thousands)
$
233,719
$
$
24,429
$
$
258,148
218,353
218,353
7,322
7,322
385
385
$
233,719
$
218,353
$
24,429
$
7,707
$
484,208
$
233,719
$
218,353
$
24,429
$
7,707
$
484,208
385
385
145,736
8,326
154,062
233,719
72,617
16,103
7,322
329,761
$
233,719
$
72,617
$
16,103
$
7,322
329,761
385
(87,930
)
(102,354
)
(20,541
)
(6,549
)
(6,526
)
(15
)
(695
)
6,597
$
112,133
As of
As of
June 30,
December 31,
2011
2010
(In thousands)
$
2,429,255
$
2,474,612
5,791,526
2,297,041
739,492
748,945
673,760
237,423
$
9,634,033
$
5,758,021
Table of Contents
For the Three Months
For the Six Months
Ended June 30,
Ended June 30,
2011
2010
2011
2010
(In thousands)
$
648
$
100
$
1,227
$
12,092
273,639
1,494
275,604
2,893
1,450
12,244
6,869
15,008
$
275,737
$
13,838
$
283,700
$
29,993
(1)
The three and six months ended June 30, 2010 include $11.1 million in earnest money deposits related to
the acquisition of businesses owned and operated by Lillibridge.
For the Three Months
For the Six Months
Ended June 30,
Ended June 30,
2011
2010
2011
2010
(In thousands)
$
341,561
$
222,689
$
589,500
$
443,314
23,099
20,631
45,621
40,894
$
364,660
$
243,320
$
635,121
$
484,208
As of
As of
June 30,
December 31,
2011
2010
(In thousands)
$
8,154,479
$
4,857,510
426,469
422,009
$
8,580,948
$
5,279,519
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As of June 30, 2011
Wholly
Owned
Non-
Subsidiary
Guarantor
Consolidated
Ventas, Inc.
Guarantors
Issuers
Subsidiaries
Elimination
Consolidated
(In thousands)
$
622
$
3,439,624
$
1,175,563
$
4,614,376
$
$
9,230,185
(82,746
)
80,583
28,865
26,702
74
25,124
7,006
32,057
64,261
3,082
923
5,368
6,756
16,129
3,172,507
1,028,720
(4,201,227
)
109,382
130,363
11,560
45,451
296,756
$
3,202,921
$
3,676,617
$
2,228,217
$
4,727,505
$
(4,201,227
)
$
9,634,033
$
272,493
$
242,533
$
2,104,577
$
2,387,477
$
$
5,007,080
(145,423
)
825,181
(686,760
)
7,002
(218
)
753
16,486
9,537
26,558
106,265
171,470
17,942
105,474
401,151
279,668
279,668
512,785
1,239,937
1,452,245
2,509,490
5,714,457
2,690,136
2,436,680
775,972
2,218,015
(4,201,227
)
3,919,576
$
3,202,921
$
3,676,617
$
2,228,217
$
4,727,505
$
(4,201,227
)
$
9,634,033
Table of Contents
As of December 31, 2010
Wholly
Owned
Non-
Subsidiary
Guarantor
Consolidated
Ventas, Inc.
Guarantors
Issuers
Subsidiaries
Elimination
Consolidated
(In thousands)
$
937
$
3,244,243
$
688,158
$
1,510,776
$
$
5,444,114
1,083
8,263
12,466
21,812
76
19,786
9,169
9,909
38,940
2,691
1,961
7,961
6,920
19,533
1,414,170
1,028,721
(2,442,891
)
75,794
119,773
8,057
29,998
233,622
$
1,494,751
$
3,394,026
$
1,742,066
$
1,570,069
$
(2,442,891
)
$
5,758,021
$
225,644
$
539,564
$
1,301,089
$
833,747
$
$
2,900,044
(144,897
)
579,209
(434,454
)
142
(113
)
2,704
12,852
3,853
19,296
41,355
103,444
15,712
46,632
207,143
241,333
241,333
363,322
1,224,921
895,199
884,374
3,367,816
1,131,429
2,169,105
846,867
685,695
(2,442,891
)
2,390,205
$
1,494,751
$
3,394,026
$
1,742,066
$
1,570,069
$
(2,442,891
)
$
5,758,021
Table of Contents
For the Three Months Ended June 30, 2011
Wholly
Owned
Non-
Subsidiary
Guarantor
Consolidated
Ventas, Inc.
Guarantors
Issuers
Subsidiaries
Elimination
Consolidated
(In thousands)
$
618
$
55,043
$
71,072
$
17,154
$
$
143,887
85,232
117,250
202,482
9,822
9,822
930
431
7,030
8,391
67,633
426
(68,059
)
39
7
21
11
78
69,220
150,961
78,123
134,415
(68,059
)
364,660
(678
)
14,623
17,412
22,375
53,732
414
31,971
8,842
39,528
80,755
64,369
155
80,493
145,017
7,954
7,954
(6,001
)
10,608
9,058
1,889
15,554
6
6
55,388
419
55,807
40
1,075
(8,888
)
(7,773
)
49,163
131,025
35,467
135,397
351,052
20,057
19,936
42,656
(982
)
(68,059
)
13,608
(83
)
(83
)
(381
)
6,590
6,209
19,676
26,526
42,573
(982
)
(68,059
)
19,734
58
58
$
19,676
$
26,526
$
42,573
$
(1,040
)
$
(68,059
)
$
19,676
Table of Contents
For the Three Months Ended June 30, 2010
Wholly
Owned
Non-
Subsidiary
Guarantor
Consolidated
Ventas, Inc.
Guarantors
Issuers
Subsidiaries
Elimination
Consolidated
(In thousands)
$
602
$
44,497
$
70,082
$
14,445
$
$
129,626
63,247
46,620
109,867
1,411
470
1,824
3,705
61,610
444
(62,054
)
85
8
21
8
122
63,708
108,666
71,927
61,073
(62,054
)
243,320
210
19,024
12,939
11,667
43,840
416
26,815
9,479
13,330
50,040
2
41,350
137
33,694
75,183
133
4,023
4,730
972
9,858
6,447
102
6,549
4,199
(2
)
10
4,207
182
(63
)
2
121
5,142
97,594
27,387
59,675
189,798
58,566
11,072
44,540
1,398
(62,054
)
53,522
(499
)
90
(409
)
58,067
11,162
44,540
1,398
(62,054
)
53,113
5,595
257
5,852
58,067
16,757
44,797
1,398
(62,054
)
58,965
429
469
898
$
58,067
$
16,757
$
44,368
$
929
$
(62,054
)
$
58,067
Table of Contents
For the Six Months Ended June 30, 2011
Wholly
Owned
Non-
Subsidiary
Guarantor
Consolidated
Ventas, Inc.
Guarantors
Issuers
Subsidiaries
Elimination
Consolidated
(In thousands)
$
1,225
$
109,994
$
141,041
$
34,466
$
$
286,726
151,918
165,066
316,984
16,779
16,779
3,945
2,068
8,463
14,476
118,075
844
(118,919
)
90
12
42
12
156
123,335
281,615
149,546
199,544
(118,919
)
635,121
(866
)
30,646
31,505
35,005
96,290
834
60,374
17,911
53,395
132,514
114,393
299
117,112
231,804
13,490
13,490
(7,035
)
19,028
15,198
3,195
30,386
16,526
16,526
61,199
1,057
62,256
30
1,087
(8,889
)
(7,772
)
54,162
256,601
64,913
199,818
575,494
69,173
25,014
84,633
(274
)
(118,919
)
59,627
(253
)
(253
)
(513
)
9,919
9,406
68,660
34,933
84,380
(274
)
(118,919
)
68,780
120
120
$
68,660
$
34,933
$
84,380
$
(394
)
$
(118,919
)
$
68,660
Table of Contents
For the Six Months Ended June 30, 2010
Wholly
Owned
Non-
Subsidiary
Guarantor
Consolidated
Ventas, Inc.
Guarantors
Issuers
Subsidiaries
Elimination
Consolidated
(In thousands)
$
1,195
$
88,853
$
139,345
$
28,755
$
$
258,148
125,549
92,804
218,353
2,841
880
3,601
7,322
115,741
870
(116,611
)
292
36
42
15
385
120,069
216,188
142,988
121,574
(116,611
)
484,208
276
37,986
26,396
23,272
87,930
808
55,195
19,132
27,219
102,354
85,125
266
68,671
154,062
120
8,560
9,838
2,023
20,541
6,447
102
6,549
6,467
49
10
6,526
42
(30
)
3
15
7,713
193,332
55,734
121,198
377,977
112,356
22,856
87,254
376
(116,611
)
106,231
(1,510
)
815
(695
)
110,846
23,671
87,254
376
(116,611
)
105,536
(160
)
6,192
565
6,597
110,686
29,863
87,819
376
(116,611
)
112,133
782
665
1,447
$
110,686
$
29,863
$
87,037
$
(289
)
$
(116,611
)
$
110,686
Table of Contents
For the Six Months Ended June 30, 2011
Wholly
Owned
Non-
Subsidiary
Guarantor
Consolidated
Ventas, Inc.
Guarantors
Issuers
Subsidiaries
Elimination
Consolidated
(In thousands)
$
(56,351
)
$
89,686
$
107,843
$
45,122
$
$
186,300
(322,302
)
97,521
(500,879
)
(18,946
)
(744,606
)
99,500
99,500
689,374
14,737
704,111
(326,975
)
(10,452
)
(337,427
)
188,002
214,413
(407,836
)
5,421
(73
)
(985
)
(305
)
(1,363
)
299,884
299,884
7,932
(2,252
)
12,882
(18,562
)
(201,949
)
(201,949
)
(616
)
(616
)
955
955
294,824
(114,887
)
392,935
(9,777
)
563,095
(83,829
)
72,320
(101
)
16,399
4,789
101
101
1,083
8,263
12,466
21,812
$
(82,746
)
$
80,583
$
$
28,865
$
$
26,702
Table of Contents
For the Six Months Ended June 30, 2010
Wholly
Owned
Non-
Subsidiary
Guarantor
Consolidated
Ventas, Inc.
Guarantors
Issuers
Subsidiaries
Elimination
Consolidated
(In thousands)
$
(5,903
)
$
96,416
$
110,425
$
6,779
$
$
207,717
(11,083
)
4,617
(14,426
)
(545
)
(21,437
)
33,280
84,000
117,280
696
696
(60,054
)
(149,127
)
(5,990
)
(215,171
)
270,919
(116,945
)
8,100
(162,074
)
(48
)
(1,792
)
(1,840
)
(88,220
)
44,331
(120,018
)
163,907
(167,829
)
(167,829
)
633
633
(4,277
)
(4,277
)
4,673
4,673
19,543
(99,436
)
(178,837
)
(7,105
)
(265,835
)
2,557
1,597
(82,838
)
(871
)
(79,555
)
(48
)
(48
)
7,873
82,886
16,638
107,397
$
2,557
$
9,470
$
$
15,767
$
$
27,794
Table of Contents
ITEM 2.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The ability and willingness of our tenants, operators, borrowers,
managers and other third parties to meet and/or perform 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
or investments, including the Nationwide Health Properties, Inc. (NHP)
transaction and those in different asset types and outside the United States;
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 and/or delay in payment by the United States of its obligations, and changes in
the federal budget resulting in the reduction or nonpayment of
Medicare or Medicaid reimbursement rates;
The nature and extent of future competition;
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 cost of borrowing as a result of changes in interest
rates and other factors;
The ability of our operators and managers, as applicable, to deliver
high quality services, to attract and retain qualified personnel and to attract
residents and patients;
Changes in general economic conditions and/or economic conditions in
the markets in which we may, from time to time, compete, and the effect of those
changes on our revenues and our ability to access the capital markets or other
sources of funds;
Our ability to pay down, refinance, restructure and/or extend our
indebtedness as it becomes due;
Our ability and willingness to maintain our qualification as a REIT
due to economic, market, legal, tax or other considerations;
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Final determination of our taxable net income for the year ended
December 31, 2010 and for the year ending December 31, 2011;
The ability and willingness of our tenants to renew their leases with
us upon expiration of the leases and our ability to reposition our properties on
the same or better terms in the event such leases expire and are not renewed by
our tenants or in the event we exercise our right to replace an existing tenant
upon a default;
Risks associated with our senior living operating portfolio, such as
factors causing volatility in our operating income and earnings generated by our
properties, including without limitation national and regional economic
conditions, costs of 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;
The movement of U.S. and Canadian exchange rates;
Year-over-year changes in the Consumer Price Index and the effect of
those changes on the rent escalators, including the rent escalator for Master
Lease 2 with Kindred Healthcare, Inc. (together with its subsidiaries, Kindred),
and our earnings;
Our ability and the ability of our tenants, operators, borrowers and
managers to obtain and maintain adequate liability and other insurance from
reputable and financially stable providers;
The impact of increased operating costs and uninsured professional
liability claims on the liquidity, financial condition and results of operations
of our tenants, operators, borrowers and managers and the ability of our tenants,
operators, borrowers and managers to accurately estimate the magnitude of those
claims;
Risks associated with our medical office building (MOB) portfolio
and operations, including our ability to successfully design, develop and manage
MOBs, to accurately estimate our costs in fixed fee-for-service projects 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;
Our ability to maintain or expand our relationships with our existing
and future hospital and health system clients;
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; and
The impact of any financial, accounting, legal or regulatory issues
or litigation that may affect us or our major tenants, operators and managers.
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Our Board of Directors declared the first and second quarterly installments of our 2011
dividend in the amount of $0.575 per share, which represents a 7.5% increase over our 2010
quarterly dividend. The first quarterly installment of the 2011 dividend was paid on March
31, 2011 to stockholders of record on March 11, 2011. The second quarterly installment of
the 2011 dividend was paid on June 30, 2011 to stockholders of record on June 10, 2011. In
connection with the NHP acquisition, on June 20, 2011, our Board of Directors declared a
prorated third quarter dividend on our common stock, payable in cash to stockholders of
record at the close of business on June 30, 2011. The prorated dividend ($0.1264 per
share) was paid on July 12, 2011.
In February 2011, we completed the sale of 5,563,000 shares of our common stock in an
underwritten public offering pursuant to our existing shelf registration statement. We
received $300.0 million in aggregate proceeds from the sale, which we used to repay
existing mortgage debt and for working capital and other general corporate purposes.
In February 2011, we repaid in full mortgage loans outstanding in the aggregate
principal amount of $307.2 million and recognized a loss on extinguishment of
debt of $16.5 million in connection with this repayment in the first quarter of 2011.
Table of Contents
In April 2011, we received proceeds of $112.4 million in final repayment of a first
mortgage loan and recognized a gain of $3.3 million in income from loans and investments on
our Consolidated Statements of Income in connection with this repayment in the second
quarter of 2011.
In May 2011, we issued and sold $700.0 million aggregate principal amount of 4.750%
senior notes due 2021, at a public offering price equal to 99.132% of par for total
proceeds of $693.9 million, before the underwriting discount and expenses. We used a
portion of the proceeds from the issuance to fund a senior unsecured
term loan to NHP in the
aggregate principal amount of $600.0 million, bearing interest at a fixed rate of 5.0% per
annum and maturing in 2021.
In May 2011, we acquired substantially all of the real estate assets and working capital
of privately-owned Atria Senior Living Group, Inc. (together with its affiliates, Atria
Senior Living) for a total purchase price of $3.4 billion. See Note 4Acquisitions of
Real Estate Property of the Notes to Consolidated Financial Statements included in Part I of this
Quarterly Report on Form 10-Q.
Effective May 13, 2011, Matthew J. Lustig, Chief Executive Officer and
Managing Principal of Lazard Real Estate Partners LLC and Atria Chairman, was appointed to our Board of Directors.
In July 2011, we acquired NHP in a stock-for-stock transaction.
At the effective time, each outstanding share of NHP common stock (other than shares owned
by us or any of our subsidiaries or any wholly owned subsidiary of NHP) was converted into
the right to receive 0.7866 shares of our common stock, with cash paid in lieu of
fractional shares. See Note 4Acquisitions of Real Estate Property of the Notes to Consolidated
Financial Statements included in Part I of this Quarterly Report on Form 10-Q.
On July 1, 2011, following approval by our stockholders, we amended our Amended and
Restated Certificate of Incorporation, as previously amended, to increase the number of
authorized shares of our capital stock to 610,000,000, comprised of 600,000,000 shares of
common stock, par value $0.25 per share, and 10,000,000 shares of preferred stock, par
value $1.00 per share.
Also on July 1, 2011, we amended our Fourth Amended and Restated
By-laws to increase the maximum number of directors allowed to serve on the Board of
Directors at any one time from eleven to thirteen and appointed three former NHP directors
to our Board: Douglas M. Pasquale, Richard I. Gilchrist and Robert D. Paulson.
In July 2011, we redeemed $200.0 million principal amount of our outstanding 6
1
/
2
% senior
notes due 2016, at a redemption price equal to 103.25% of par, plus accrued and unpaid
interest to the redemption date, pursuant to the call option contained in the indenture
governing the notes. As a result, we paid a total of approximately $206.5 million, plus
accrued and unpaid interest, on the redemption date and expect to recognize a loss on
extinguishment of debt of $8.7 million during the third quarter of 2011.
Table of Contents
June 30, 2011
December 31, 2010
76.4
%
70.2
%
7.5
%
11.7
%
7.0
%
10.8
%
5.8
%
2.2
%
3.2
%
5.0
%
0.1
%
0.1
%
31.5
%
N/A
24.4
%
37.9
%
12.6
%
19.7
%
8.4
%
13.1
%
1
Ratios are based on the gross book value of real estate investments as of each
reporting date.
Table of Contents
For the Six Months Ended June 30,
2011
2010
49.5
%
44.7
%
19.8
%
25.2
%
9.3
%
12.5
%
16.5
%
16.0
%
30.5
%
35.8
%
27.0
%
22.1
%
14.3
%
16.2
%
28.2
%
25.9
%
32.3
%
37.0
%
26.2
%
21.9
%
15.1
%
18.3
%
26.4
%
22.8
%
12.5
%
12.5
%
8.5
%
10.4
%
6.5
%
3.6
%
5.2
%
5.6
%
5.1
%
5.9
%
57.3
%
60.4
%
1
Total revenues includes medical office building services revenue, revenue from loans
and investments and interest and other income. Revenues from properties sold or held for sale
as of the reporting date are included in this presentation.
2
Amounts attributable to senior living operations managed by Atria relate to the period
from May 12, 2011, the date of the Atria Senior Living acquisition, through June 30, 2011.
3
Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and
amortization (including non-cash stock-based compensation expense), excluding merger-related
expenses and deal costs, gains or losses on sales of real property assets, and changes in the fair value of interest rate swaps (including
amounts in discontinued operations).
4
NOI represents net operating income, which is defined as total revenues, excluding
interest and other income, less property-level operating expenses and medical office building
services costs (including amounts in discontinued operations).
5
Ratios are based on total revenues for each period presented. Total revenues includes
medical office building services revenue, revenue from loans and investments and interest and
other income. Revenues from properties sold as of the reporting date are excluded from this
presentation.
Table of Contents
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For the Three Months
Increase (Decrease) to
Ended June 30,
Income
2011
2010
$
%
(Dollars in thousands)
$
120,129
$
117,386
$
2,743
2.3
%
65,743
38,808
26,935
69.4
17,348
8,116
9,232
> 100
8,391
3,705
4,686
> 100
211,611
168,015
43,596
25.9
78
122
(44
)
(36.1
)
(53,732
)
(43,840
)
(9,892
)
(22.6
)
(80,755
)
(50,040
)
(30,715
)
(61.4
)
(15,554
)
(9,858
)
(5,696
)
(57.8
)
(6
)
(6,549
)
6,543
99.9
(55,807
)
(4,207
)
(51,600
)
(> 100
)
7,773
(121
)
7,894
> 100
13,608
53,522
(39,914
)
(74.6
)
(83
)
(83
)
nm
6,209
(409
)
6,618
> 100
19,734
53,113
(33,379
)
(62.8
)
5,852
(5,852
)
(100.0
)
19,734
58,965
(39,231
)
(66.5
)
58
898
840
93.5
$
19,676
$
58,067
$
(38,391
)
(66.1
)%
Table of Contents
Average Occupancy
Number of Properties
For the Three Months
at June 30, 2011
Ended March 31, 2011
187
87.8
%
158
89.3
%
40
59.6
%
For the Three Months
Increase (Decrease)
Ended June 30,
to Income
2011
2010
$
%
(Dollars in thousands)
$
202,482
$
109,867
$
92,615
84.3
%
(136,739
)
(71,059
)
(65,680
)
(92.4
)
$
65,743
$
38,808
$
26,935
69.4
%
Number of Properties
Average Occupancy
at June 30,
For the Three Months Ended June 30,
2011
2010
2011 (1)
2010
191
80
88.3
%
88.5
%
8
2
77.7
%
86.5
%
199
82
87.9
%
88.5
%
79
79
89.2
%
88.5
%
(1)
Occupancy related to the seniors housing communities acquired in connection with the Atria
Senior Living acquisition reflects activity from May 12, 2011, the date of the acquisition,
through June 30, 2011.
Table of Contents
For the Three Months
Increase (Decrease)
Ended June 30,
to Income
2011
2010
$
%
(Dollars in thousands)
$
23,758
$
12,240
$
11,518
94.1
%
9,822
9,822
nm
33,580
12,240
21,340
> 100
(8,278
)
(4,124
)
(4,154
)
(> 100
)
(7,954
)
(7,954
)
nm
$
17,348
$
8,116
$
9,232
> 100
%
Number of Properties
at June 30,
Occupancy at June 30,
2011
2010
2011
2010
63
22
93.4
%
94.9
%
6
4
74.7
%
84.4
%
69
26
90.4
%
92.9
%
22
22
92.8
%
94.9
%
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For the Six Months
Increase (Decrease) to
Ended June 30,
Income
2011
2010
$
%
(Dollars in thousands)
$
238,732
$
233,719
$
5,013
2.1
%
102,134
72,617
29,517
40.6
34,329
16,103
18,226
> 100
14,476
7,322
7,154
97.7
389,671
329,761
59,910
18.2
156
385
(229
)
(59.5
)
(96,290
)
(87,930
)
(8,360
)
(9.5
)
(132,514
)
(102,354
)
(30,160
)
(29.5
)
(30,386
)
(20,541
)
(9,845
)
(47.9
)
(16,526
)
(6,549
)
(9,977
)
(> 100
)
(62,256
)
(6,526
)
(55,730
)
(> 100
)
7,772
(15
)
7,787
> 100
59,627
106,231
(46,604
)
(43.9
)
(253
)
(253
)
nm
9,406
(695
)
10,101
> 100
68,780
105,536
(36,756
)
(34.8
)
6,597
(6,597
)
(100.0
)
68,780
112,133
(43,353
)
(38.7
)
120
1,447
1,327
91.7
$
68,660
$
110,686
$
(42,026
)
(38.0
)%
Table of Contents
For the Six Months
Increase (Decrease)
Ended June 30,
to Income
2011
2010
$
%
(Dollars in thousands)
$
316,984
$
218,353
$
98,631
45.2
%
(214,850
)
(145,736
)
(69,114
)
(47.4
)
$
102,134
$
72,617
$
29,517
40.6
%
Number of Properties
Average Occupancy
at June 30,
For the Six Months Ended June 30,
2011
2010
2011 (1)
2010
191
80
88.8
%
88.5
%
8
2
74.7
%
85.8
%
199
82
88.3
%
88.4
%
79
79
89.4
%
88.5
%
(1)
Occupancy related to the seniors housing communities acquired in connection with the Atria Senior Living acquisition
reflects activity from May 12, 2011, the date of the acquisition, through June 30, 2011.
For the Six Months
Increase (Decrease)
Ended June 30,
to Income
2011
2010
$
%
(Dollars in thousands)
$
47,994
$
24,429
$
23,565
96.5
%
16,779
16,779
nm
64,773
24,429
40,344
> 100
(16,954
)
(8,326
)
(8,628
)
(> 100
)
(13,490
)
(13,490
)
nm
$
34,329
$
16,103
$
18,226
> 100
%
Table of Contents
Table of Contents
Table of Contents
For the Three Months
For the Six Months
Ended June 30,
Ended June 30,
2011
2010
2011
2010
(In thousands)
$
19,676
$
58,067
$
68,660
$
110,686
80,172
49,787
131,345
101,872
(210
)
(1,680
)
(414
)
(3,406
)
931
1,966
(5,041
)
(5,225
)
145
368
100,569
101,278
201,557
204,295
(6,209
)
(150
)
(9,406
)
(283
)
6
6,549
16,526
6,549
55,807
4,207
62,256
6,526
255
511
(8,887
)
(8,887
)
$
141,541
$
111,884
$
262,557
$
217,087
Table of Contents
For the Three Months
For the Six Months
Ended June 30,
Ended June 30,
2011
2010
2011
2010
(In thousands)
$
19,734
$
58,965
$
68,780
$
112,133
53,732
44,172
96,290
88,631
6
6,549
16,526
6,549
(5,892
)
659
(8,821
)
1,195
80,755
50,185
132,514
102,722
4,352
3,057
8,368
6,089
55,807
4,207
62,256
6,526
(5,041
)
(5,225
)
(8,887
)
(8,887
)
$
199,607
$
162,753
$
367,026
$
318,620
For the Three Months
For the Six Months
Ended June 30,
Ended June 30,
2011
2010
2011
2010
(In thousands)
$
364,660
$
243,320
$
635,121
$
484,208
78
122
156
385
145,017
75,183
231,804
154,062
7,954
13,490
211,611
168,015
389,671
329,761
1,063
2,216
$
211,611
$
169,078
$
389,671
$
331,977
Table of Contents
Table of Contents
For the Six Months
Ended June 30,
Change
2011
2010
$
%
(Dollars in thousands)
$
21,812
$
107,397
$
(85,585
)
79.7
%
186,300
207,717
(21,417
)
10.3
(744,606
)
(21,437
)
(723,169
)
> 100
563,095
(265,835
)
828,930
> 100
101
(48
)
149
> 100
$
26,702
$
27,794
$
(1,092
)
3.9
%
Table of Contents
Less than 1
More than 5
Total
year (5)
1-3 years (6)
3-5 years (7)
years (8)
(In thousands)
$
6,087,876
$
941,931
$
1,096,090
$
1,399,207
$
2,650,648
215,785
9,410
19,146
19,653
167,576
122,000
122,000
259,893
15,379
24,005
19,546
200,963
$
6,685,554
$
1,088,720
$
1,139,241
$
1,438,406
$
3,019,187
(1)
Amounts represent contractual amounts due, including interest.
(2)
Interest on variable rate debt was based on forward rates obtained as of June 30, 2011.
(3)
Excludes capital leases with NHP, which are being eliminated in consolidation
beginning July 1, 2011, the effective date of the NHP acquisition.
(4)
Represents our commitments for the acquisitions of two seniors housing communities.
(5)
Includes $230.0 million outstanding principal amount of
our 3
7
/
8
% convertible senior notes due 2011,
$200.0 million outstanding principal amount of our 6
1
/
2
% senior notes due 2016 that were redeemed in
July 2011, $139.5 million of borrowings outstanding under our unsecured revolving credit facilities that
mature in 2012, and $82.4 million outstanding principal amount of our 9% senior notes
due 2012.
(6)
Includes $200.0 million of borrowings under our unsecured term loan due
2013.
(7)
Includes $400.0 million outstanding principal amount of our 3.125% senior notes due 2015 and the
remaining $200.0 million outstanding principal amount of our 6
1
/
2
% senior notes due 2016.
(8)
Includes $225.0 million outstanding principal amount of
our 6
3
/
4
% senior notes due 2017 and
$700.0 million outstanding principal amount of our 4.750% senior notes due 2021.
Table of Contents
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As of
As of
June 30, 2011
December 31, 2010
(In thousands)
$
4,278,463
$
2,771,696
4,269,879
2,900,143
4,470,769
3,008,630
4,082,956
2,794,140
(1)
The change in fair value of fixed rate debt was due primarily to overall changes in
interest rates and the assumption of debt in connection with the Atria Senior Living
acquisition.
Table of Contents
As of
As of
As of
June 30,
December 31,
June 30,
2011
2010
2010
(Dollars in thousands)
$
2,237,433
$
1,537,433
$
1,009,087
1,873,164
1,234,263
1,307,513
139,500
40,000
126,269
371,277
115,258
166,774
$
4,621,374
$
2,926,954
$
2,609,643
48.4
%
52.5
%
38.7
%
40.6
%
42.2
%
50.1
%
3.0
%
1.4
%
4.8
%
8.0
%
3.9
%
6.4
%
100.0
%
100.0
%
100.0
%
5.0
%
5.1
%
6.2
%
6.2
%
6.2
%
6.3
%
2.5
%
3.1
%
3.2
%
2.0
%
1.5
%
1.7
%
5.2
%
5.4
%
5.8
%
Table of Contents
ITEM 4.
CONTROLS AND PROCEDURES
Table of Contents
65
66
67
68
69
ITEM 1.
LEGAL PROCEEDINGS
ITEM 1A.
RISK FACTORS
we may be unable to successfully integrate our business and NHPs business and
realize the anticipated benefits of the merger or do so within the anticipated
timeframe;
we may not be able to effectively manage our expanded operations;
changes to the composition of our board of directors made upon completion of the
merger may affect future decisions relating to our company;
we may be unable to retain key employees;
the market price of our common stock may decline; and
we may be unable to continue paying dividends at the current rate.
Table of Contents
Table of Contents
Table of Contents
ITEM 6.
EXHIBITS
Exhibit
Number
Description of Document
Location of Document
3.1
Filed herewith.
3.2
Filed herewith.
10.1
Incorporated by reference to
Exhibit 10.1 to our Current
Report on Form 8-K filed on
May 18, 2011.
10.2
Incorporated by reference to
Exhibit 10.2 to our Current
Report on Form 8-K filed on
May 18, 2011.
10.3
Incorporated by reference to
Exhibit 10.3 to our Current
Report on Form 8-K filed on
May 18, 2011.
10.4
Incorporated by reference to
Exhibit 10.4 to our Current
Report on Form 8-K filed on
May 18, 2011.
10.5
Incorporated by reference to
Exhibit 10.1 to our Current
Report on Form 8-K, filed on
May 20, 2011.
10.6
Incorporated by reference to
Exhibit 10.1 to the Current
Report on Form 8-K of
Nationwide Health Properties,
Inc. (File No. 001-09028),
filed on June 6, 2011.
10.7
Incorporated by reference to
Exhibit 10.2 to our Current
Report on Form 8-K, filed on
July 11, 2011.
10.8
Incorporated by reference to
Exhibit 10.3 to our Current
Report on Form 8-K, filed on
July 11, 2011.
Table of Contents
Exhibit
Number
Description of Document
Location of Document
10.9
Incorporated by
reference to
Appendix B to the
Proxy Statement of
Nationwide Health
Properties, Inc.
(File No.
001-09028), filed
pursuant to Section
14(a) of the
Exchange Act on
March 24, 2005.
10.10
Incorporated by
reference to
Exhibit 10.1 to the
Current Report on
Form 8-K of
Nationwide Health
Properties, Inc.
(File No.
001-09028), filed
on November 3,
2008.
10.11
Incorporated by
reference to
Exhibit 10.1 to the
Quarterly Report on
Form 10-Q of
Nationwide Health
Properties, Inc.
(File No.
001-09028) for the
quarter ended March
31, 2006.
10.12
Incorporated by
reference to
Exhibit 10.9 to the
Current Report on
Form 8-K of
Nationwide Health
Properties, Inc.
(File No.
001-09028), filed
on November 3,
2008.
10.13
Incorporated by
reference to
Exhibit 10.6 to the
Current Report on
Form 8-K of
Nationwide Health
Properties, Inc.
(File No.
001-09028), filed
on November 3,
2008.
12.1
Filed herewith.
31.1
Filed herewith.
31.2
Filed herewith.
32.1
Filed herewith.
32.2
Filed herewith.
101
Filed herewith.
Table of Contents
70
Ventas, Inc.
By:
/s/
Debra A. Cafaro
Debra A. Cafaro
Chairman and
Chief Executive Officer
By:
/s/
Richard A. Schweinhart
Richard A. Schweinhart
Executive Vice President and
Chief Financial Officer
Table of Contents
71
72
Exhibit
Number
Description of Document
Location of Document
3.1
Filed herewith.
3.2
Filed herewith.
10.1
Incorporated by reference to
Exhibit 10.1 to our Current
Report on Form 8-K filed on
May 18, 2011.
10.2
Incorporated by reference to
Exhibit 10.2 to our Current
Report on Form 8-K filed on
May 18, 2011.
10.3
Incorporated by reference to
Exhibit 10.3 to our Current
Report on Form 8-K filed on
May 18, 2011.
10.4
Incorporated by reference to
Exhibit 10.4 to our Current
Report on Form 8-K filed on
May 18, 2011.
10.5
Incorporated by reference to
Exhibit 10.1 to our Current
Report on Form 8-K, filed on
May 20, 2011.
10.6
Incorporated by reference to
Exhibit 10.1 to the Current
Report on Form 8-K of
Nationwide Health Properties,
Inc. (File No. 001-09028),
filed on June 6, 2011.
10.7
Incorporated by reference to
Exhibit 10.2 to our Current
Report on Form 8-K, filed on
July 11, 2011.
10.8
Incorporated by reference to
Exhibit 10.3 to our Current
Report on Form 8-K, filed on
July 11, 2011.
Table of Contents
Exhibit
Number
Description of Document
Location of Document
10.9
Incorporated by reference to
Appendix B to the Proxy
Statement of Nationwide Health
Properties, Inc. (File No.
001-09028), filed pursuant to
Section 14(a) of the Exchange
Act on March 24, 2005.
10.10
Incorporated by reference to
Exhibit 10.1 to the Current
Report on Form 8-K of
Nationwide Health Properties,
Inc. (File No. 001-09028),
filed on November 3, 2008.
10.11
Incorporated by reference to
Exhibit 10.1 to the Quarterly
Report on Form 10-Q of
Nationwide Health Properties,
Inc. (File No. 001-09028) for
the quarter ended March 31,
2006.
10.12
Incorporated by reference to
Exhibit 10.9 to the Current
Report on Form 8-K of
Nationwide Health Properties,
Inc. (File No. 001-09028),
filed on November 3, 2008.
10.13
Incorporated by reference to
Exhibit 10.6 to the Current
Report on Form 8-K of
Nationwide Health Properties,
Inc. (File No. 001-09028),
filed on November 3, 2008.
12.1
Filed herewith.
31.1
Filed herewith.
31.2
Filed herewith.
32.1
Filed herewith.
32.2
Filed herewith.
101
Filed herewith.
* | Text of Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State on May 24, 2007, as subsequently amended (i) on May 21, 2008 to eliminate the Boards ability to grant waivers from the constructive ownership limitations in Article X and (ii) on July 1, 2011 to increase the total number of shares of stock that the Corporation has authority to issue from 310,000,000 to 610,000,000 and to increase the total number of Common Shares that the Corporation has authority to issue from 300,000,000 to 600,000,000 in Article IV. |
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
For the Six | ||||
Months Ended | ||||
(dollars in thousands) | June 30, 2011 | |||
Income before loss from unconsolidated entities,
income taxes, and noncontrolling interest
|
$ | 59,627 | ||
|
||||
Interest expense
|
||||
Senior notes payable and other debt
|
96,290 | |||
Distributions from unconsolidated entities
|
332 | |||
|
||||
Earnings
|
$ | 156,249 | ||
|
||||
Interest
|
||||
Senior notes payable and other debt expense
|
$ | 96,290 | ||
Interest capitalized
|
| |||
Fixed charges
|
$ | 96,290 | ||
|
||||
|
||||
Ratio of Earnings to Fixed Charges
|
1.62x | |||
|
||||
|
1. | I have reviewed this Quarterly Report on Form 10-Q of Ventas, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(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 registrants 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 registrants internal control over financial reporting. |
/s/ Debra A. Cafaro
|
||
Chairman and Chief Executive Officer
|
1. | I have reviewed this Quarterly Report on Form 10-Q of Ventas, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(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 registrants 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 registrants internal control over financial reporting. |
/s/ Richard A. Schweinhart
|
||
Executive Vice President and Chief Financial Officer
|
/s/ Debra A. Cafaro
|
||
Chairman and Chief Executive Officer
|
/s/ Richard A. Schweinhart
|
||
Executive Vice President and Chief Financial Officer
|