Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | Apr. 23, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | VENTAS INC | |
Entity Central Index Key | 0000740260 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 358,388,956 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
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 | 0 |
Gross real estate investments | 26,700,154 | 26,476,938 |
Accumulated depreciation and amortization | (6,570,557) | (6,383,281) |
Net Real Estate Investment 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: | ||
Senior notes payable and other debt | 10,690,176 | 10,733,699 |
Accrued interest | 81,766 | 99,667 |
Operating lease liabilities | 214,046 | 0 |
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 | ||
Ventas stockholders’ equity: | ||
Preferred stock, $1.00 par value; 10,000 shares authorized, unissued | 0 | 0 |
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 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in usd per share) | $ 1 | $ 1 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value (in usd per share) | $ 0.25 | $ 0.25 |
Common stock, shares authorized | 600,000,000 | 600,000,000 |
Common stock, shares issued | 358,387,000 | 356,572,000 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Rental income | $ 401,496 | $ 384,809 |
Income from loans and investments | 17,126 | 31,181 |
Interest and other income | 287 | 9,634 |
Total revenues | 942,874 | 943,705 |
Interest | 110,619 | 111,363 |
Depreciation and amortization | 235,920 | 233,150 |
Property-level operating expenses | 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 | 0 | (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 |
Income from continuing operations (in usd per share) | $ 0.36 | $ 0.22 |
Net income attributable to common stockholders (in usd per share) | 0.35 | 0.22 |
Income from continuing operations (in usd per share) | 0.35 | 0.22 |
Net income attributable to common stockholders (in usd per share) | $ 0.35 | $ 0.22 |
Triple-Net Leased Properties | ||
Rental income | $ 200,068 | $ 190,641 |
Property-level operating expenses | 7,433 | 0 |
Office Operations | ||
Rental income | 201,428 | 194,168 |
Property-level operating expenses | 62,085 | 60,693 |
Resident Fees and Services | ||
Other revenues | 521,447 | 514,753 |
Office Building and Other Services Revenue | ||
Other revenues | 2,518 | 3,328 |
Senior Living Operations | ||
Property-level operating expenses | $ 360,986 | $ 352,220 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 127,588 | $ 80,098 |
Other comprehensive income (loss): | ||
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 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands | Total | 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 |
Increase (decrease) in stockholders' equity | ||||||||
Cumulative effect change in accounting principles | $ 30,643 | $ 0 | $ 0 | $ 0 | $ 30,643 | $ 0 | $ 30,643 | $ 0 |
Beginning Balance at Dec. 31, 2017 | 10,932,185 | 89,029 | 13,053,057 | (35,120) | (2,240,698) | (42) | 10,866,226 | 65,959 |
Increase (decrease) in stockholders' equity | ||||||||
Net income | 80,098 | 0 | 0 | 0 | 78,703 | 0 | 78,703 | 1,395 |
Other comprehensive income | 20,646 | 0 | 0 | 20,646 | 0 | 0 | 20,646 | 0 |
Net change in noncontrolling interests | (3,355) | 0 | 770 | 0 | 0 | 0 | 770 | (4,125) |
Dividends to common stockholders | (282,088) | 0 | 0 | 0 | (282,088) | 0 | (282,088) | 0 |
Issuance of common stock for stock plans | 1,161 | 1 | 1,160 | 0 | 0 | 0 | 1,161 | 0 |
Adjust redeemable OP unitholder interests to current fair value | 23,537 | 0 | 23,537 | 0 | 0 | 0 | 23,537 | 0 |
Redemption of OP Units | (127) | 0 | (361) | 0 | 0 | 234 | (127) | 0 |
Grant of restricted stock, net of forfeitures | 1,344 | 32 | 2,057 | 0 | 0 | (745) | 1,344 | 0 |
Ending Balance at Mar. 31, 2018 | 10,804,044 | 89,062 | 13,080,220 | (14,474) | (2,413,440) | (553) | 10,740,815 | 63,229 |
Increase (decrease) in stockholders' equity | ||||||||
Cumulative effect change in accounting principles | 637 | 0 | 0 | (163) | 800 | 0 | 637 | 0 |
Beginning Balance at Dec. 31, 2018 | 10,271,594 | 89,125 | 13,076,528 | (19,582) | (2,930,214) | 0 | 10,215,857 | 55,737 |
Increase (decrease) in stockholders' equity | ||||||||
Net income | 127,588 | 0 | 0 | 0 | 125,785 | 0 | 125,785 | 1,803 |
Other comprehensive income | 7,680 | 0 | 0 | 7,680 | 0 | 0 | 7,680 | 0 |
Net change in noncontrolling interests | (2,880) | 0 | (1,690) | 0 | 0 | 0 | (1,690) | (1,190) |
Dividends to common stockholders | (284,772) | 0 | 0 | 0 | (284,772) | 0 | (284,772) | 0 |
Issuance of common stock | 98,438 | 390 | 98,048 | 0 | 0 | 0 | 98,438 | 0 |
Issuance of common stock for stock plans | 13,918 | 9 | 9,819 | 0 | 0 | 4,090 | 13,918 | 0 |
Adjust redeemable OP unitholder interests to current fair value | (19,068) | 0 | (19,068) | 0 | 0 | 0 | (19,068) | 0 |
Grant of restricted stock, net of forfeitures | (7,122) | 55 | (3,087) | 0 | 0 | (4,090) | (7,122) | 0 |
Ending Balance at Mar. 31, 2019 | $ 10,206,013 | $ 89,579 | $ 13,160,550 | $ (12,065) | $ (3,088,401) | $ 0 | $ 10,149,663 | $ 56,350 |
CONSOLIDATED STATEMENTS OF EQ_2
CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Statement of Stockholders' Equity [Abstract] | ||
Dividends to common stockholders, per share (in usd per share) | $ 0.7925 | $ 0.79 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
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 | 0 | 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 | 0 |
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 | 0 |
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 | 0 | (655) |
Contributions from noncontrolling interests | 1,223 | 0 |
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 |
Assets and liabilities assumed from acquisitions and other: | ||
Real estate investments | 0 | 28,910 |
Other assets | 0 | 4,112 |
Other liabilities | 0 | 15,938 |
Equity issued for redemption of OP Units | $ 0 | $ 266 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | NOTE 1—DESCRIPTION OF BUSINESS Ventas, Inc. (together with its subsidiaries, unless otherwise indicated or except where the context otherwise requires, “we,” “us” or “our”), an S&P 500 company, is a real estate investment trust (“REIT”) with a highly diversified portfolio of seniors housing, research and innovation, and healthcare properties located throughout the United States, Canada and the United Kingdom. As of March 31, 2019 , we owned approximately 1,200 properties (including properties owned through investments in unconsolidated entities and properties classified as held for sale), consisting of seniors housing communities, medical office buildings (“MOBs”), research and innovation centers, inpatient rehabilitation facilities (“IRFs”) and long-term acute care facilities (“LTACs”), and health systems. We had 17 properties under development, including four properties that are owned by unconsolidated real estate entities. Our company was originally founded in 1983 and is headquartered in Chicago, Illinois. We primarily invest in seniors housing, research and innovation, and healthcare properties through acquisitions and lease our properties to unaffiliated tenants or operate them through independent third-party managers. As of March 31, 2019 , we leased a total of 438 properties (excluding properties within our office operations reportable business segment) to various healthcare operating companies under “triple-net” or “absolute-net” leases that obligate the tenants to pay all property-related expenses, including maintenance, utilities, repairs, taxes, insurance and capital expenditures. As of March 31, 2019 , pursuant to long-term management agreements, we engaged independent operators, such as Atria Senior Living, Inc. (“Atria”), Sunrise Senior Living, LLC (together with its subsidiaries, “Sunrise”) and Eclipse Senior Living (“ESL”), to manage 363 seniors housing communities for us. Our three largest tenants, Brookdale Senior Living Inc. (together with its subsidiaries, “Brookdale Senior Living”), Ardent Health Partners, LLC (together with its subsidiaries, “Ardent”) and Kindred Healthcare, LLC (formerly Kindred Healthcare, Inc., together with its subsidiaries , “Kindred”) leased from us 129 properties (excluding two properties managed by Brookdale Senior Living pursuant to a long-term management agreement), 11 properties and 32 properties, respectively, as of March 31, 2019 . Through our Lillibridge Healthcare Services, Inc. subsidiary and our ownership interest in PMB Real Estate Services LLC, we also provide MOB management, leasing, marketing, facility development and advisory services to highly rated hospitals and health systems throughout the United States. In addition, from time to time, we make secured and non-mortgage loans and other investments relating to seniors housing and healthcare operators or properties. |
ACCOUNTING POLICIES
ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
ACCOUNTING POLICIES | NOTE 2—ACCOUNTING POLICIES The accompanying Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information set forth in the Accounting Standards Codification (“ASC”), as published by the Financial Accounting Standards Board (“FASB”), and with the Securities and Exchange Commission (“SEC”) instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of results for the interim period have been included. Operating results for the three months ended March 31, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019 . The accompanying Consolidated Financial Statements and related notes should be read in conjunction with the audited Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2018 , filed with the SEC on February 8, 2019 . Certain prior period amounts have been reclassified to conform to the current period presentation. Principles of Consolidation The accompanying Consolidated Financial Statements include our accounts and the accounts of our wholly owned subsidiaries and the joint venture entities over which we exercise control. All intercompany transactions and balances have been eliminated in consolidation, and our net earnings are reduced by the portion of net earnings attributable to noncontrolling interests. GAAP requires us to identify entities for which control is achieved through means other than voting rights and to determine which business enterprise is the primary beneficiary of variable interest entities (“VIEs”). A VIE is broadly defined as an entity with one or more of the following characteristics: (a) the total equity investment at risk is insufficient to finance the entity’s activities without additional subordinated financial support; (b) as a group, the holders of the equity investment at risk lack (i) the ability to make decisions about the entity’s activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; and (c) the equity investors have voting rights that are not proportional to their economic interests, and substantially all of the entity’s activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. We consolidate our investment in a VIE when we determine that we are its primary beneficiary. We may change our original assessment of a VIE upon subsequent events such as the modification of contractual arrangements that affects the characteristics or adequacy of the entity’s equity investments at risk and the disposition of all or a portion of an interest held by the primary beneficiary. We identify the primary beneficiary of a VIE as the enterprise that has both: (i) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance; and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the entity. We perform this analysis on an ongoing basis. As it relates to investments in joint ventures, GAAP may preclude consolidation by the sole general partner in certain circumstances based on the type of rights held by the limited partner or partners. We assess limited partners’ rights and their impact on our consolidation conclusions, and we reassess if there is a change to the terms or in the exercisability of the rights of the limited partners, the sole general partner increases or decreases its ownership of limited partnership (“LP”) interests or there is an increase or decrease in the number of outstanding LP interests. We also apply this guidance to managing member interests in limited liability companies (“LLCs”). We consolidate several VIEs that share the following common characteristics: • the VIE is in the legal form of an LP or LLC; • the VIE was designed to own and manage its underlying real estate investments; • we are the general partner or managing member of the VIE; • we own a majority of the voting interests in the VIE; • a minority of voting interests in the VIE are owned by external third parties, unrelated to us; • the minority owners do not have substantive kick-out or participating rights in the VIE; and • we are the primary beneficiary of the VIE. We have separately identified certain special purpose entities that were established to allow investments in research and innovation projects by tax credit investors (“TCIs”). We have determined that these special purpose entities are VIEs, we are a holder of variable interests and that we are the primary beneficiary of the VIEs, and therefore we consolidate these special purpose entities. Our primary beneficiary determination is based upon several factors, including but not limited to the rights we have in directing the activities which most significantly impact the VIEs’ economic performance as well as certain guarantees which protect the TCIs from losses should a tax credit recapture event occur. In general, the assets of consolidated VIEs are available only for the settlement of the obligations of the respective entities. Unless otherwise required by the LP or LLC agreement, any mortgage loans of the consolidated VIEs are non-recourse to us. The table below summarizes the total assets and liabilities of our consolidated VIEs as reported on our Consolidated Balance Sheets. 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 Redeemable OP Unitholder and Noncontrolling Interests We own a majority interest in NHP/PMB L.P. (“NHP/PMB”), a limited partnership formed in 2008 to acquire properties from entities affiliated with Pacific Medical Buildings LLC (“PMB”). Given our wholly owned subsidiary is the general partner and the primary beneficiary of NHP/PMB, we consolidate it as a VIE. As of March 31, 2019 , third party investors owned 3.3 million Class A limited partnership units in NHP/PMB (“OP Units”), which represented 31% of the total units then outstanding, and we owned 7.3 million Class B limited partnership units in NHP/PMB, representing the remaining 69% . At any time following the first anniversary of the date of their issuance, the OP Units may be redeemed at the election of the holder for cash or, at our option, 0.9051 shares of our common stock per OP Unit, subject to further adjustment in certain circumstances. We are party by assumption to a registration rights agreement with the holders of the OP Units that requires us, subject to the terms and conditions and certain exceptions set forth therein, to file and maintain a registration statement relating to the issuance of shares of our common stock upon redemption of OP Units. As redemption rights are outside of our control, the redeemable OP Units are classified outside of permanent equity on our Consolidated Balance Sheets. We reflect the redeemable OP Units at the greater of cost or redemption value. As of March 31, 2019 and December 31, 2018 , the fair value of the redeemable OP Units was $191.3 million and $174.6 million , respectively. We recognize changes in fair value through capital in excess of par value, net of cash distributions paid and purchases by us of any OP Units. Our diluted earnings per share includes the effect of any potential shares outstanding from redemption of the OP Units. Certain noncontrolling interests of other consolidated joint ventures were also classified as redeemable at March 31, 2019 and December 31, 2018 . Accordingly, we record the carrying amount of these noncontrolling interests at the greater of their initial carrying amount (increased or decreased for the noncontrolling interests’ share of net income or loss and distributions) or the redemption value. Our joint venture partners have certain redemption rights with respect to their noncontrolling interests in these joint ventures that are outside of our control, and the redeemable noncontrolling interests are classified outside of permanent equity on our Consolidated Balance Sheets. We recognize changes in the carrying value of redeemable noncontrolling interests through capital in excess of par value. Accounting for Historic and New Markets Tax Credits For certain of our research and innovation centers, we are party to contractual arrangements with TCIs that were established to enable the TCIs to receive benefits of historic tax credits (“HTCs”) and/or new markets tax credits (“NMTCs”). As of March 31, 2019 , we owned nine properties that had syndicated HTCs or NMTCs, or both, to TCIs. In general, TCIs invest cash into special purpose entities that invest in entities that own the subject property and generate the tax credits. The TCIs receive substantially all of the tax credits and hold only a nominal interest in the economic risk and benefits of the special purpose entities. HTCs are delivered to the TCIs upon substantial completion of the project. NMTCs are allowed for up to 39% of a qualified investment and are delivered to the TCIs after the investment has been funded and spent on a qualified business. HTCs are subject to 20% recapture per year beginning one year after the completion of the historic rehabilitation of the subject property. NMTCs are subject to 100% recapture until the end of the seventh year following the qualifying investment. We have provided the TCIs with certain guarantees which protect the TCIs from losses should a tax credit recapture event occur. The contractual arrangements with the TCIs include a put/call provision whereby we may be obligated or entitled to repurchase the interest of the TCIs in the special purpose entities at the end of the tax credit recapture period. We anticipate that either the TCIs will exercise their put rights or we will exercise our call rights prior to the applicable tax credit recapture periods. The portion of the TCI’s investment that is attributed to the put is recorded at fair value at inception in accounts payable and other liabilities on our Consolidated Balance Sheets, and is accreted to the expected put price as interest expense in our Consolidated Statements of Income over the recapture period. The remaining balance of the TCI’s investment is initially recorded in accounts payable and other liabilities on our Consolidated Balance Sheets and will be relieved upon delivery of the tax credit to the TCI, as a reduction in the carrying value of the subject property, net of allocated expenses. Direct and incremental costs incurred in structuring the transaction are deferred and will be recognized as an increase in the cost basis of the subject property upon the recognition of the related tax credit as discussed above. Impairment of Long-Lived Assets We periodically evaluate our long-lived assets, primarily consisting of investments in real estate, for impairment indicators. If indicators of impairment are present, we evaluate the carrying value of the related real estate investments in relation to the future undiscounted cash flows of the underlying operations. In performing this evaluation, we consider market conditions and our current intentions with respect to holding or disposing of the asset. We adjust the net book value of leased properties and other long-lived assets to fair value if the sum of the expected future undiscounted cash flows, including sales proceeds, is less than book value. We recognize an impairment loss at the time we make any such determination. Gain on Sale of Assets On January 1, 2018, we adopted the provisions of ASC 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets (“ASC 610-20”). In accordance with ASC 610-20, we recognize any gains when we transfer control of a property and when it is probable that we will collect substantially all of the related consideration. We adopted ASC 610-20 using the modified retrospective method and recognized a cumulative effect adjustment to retained earnings of $31.2 million relating to deferred gains on sales of real estate assets in 2015. Fair Values of Financial Instruments Fair value is a market-based measurement, not an entity-specific measurement, and we determine fair value based on the assumptions that we expect market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, GAAP establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within levels one and two of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within level three of the hierarchy). Level one inputs utilize unadjusted quoted prices for identical assets or liabilities in active markets that we have the ability to access. Level two inputs are inputs other than quoted prices included in level one that are directly or indirectly observable for the asset or liability. Level two inputs may include quoted prices for similar assets and liabilities in active markets and other inputs for the asset or liability that are observable at commonly quoted intervals, such as interest rates, foreign exchange rates and yield curves. Level three inputs are unobservable inputs for the asset or liability, which typically are based on our own assumptions, because there is little, if any, related market activity. If the determination of the fair value measurement is based on inputs from different levels of the hierarchy, the level within which the entire fair value measurement falls is the lowest level input that is significant to the fair value measurement in its entirety. If the volume and level of market activity for an asset or liability has decreased significantly relative to the normal market activity for such asset or liability (or similar assets or liabilities), then transactions or quoted prices may not accurately reflect fair value. In addition, if there is evidence that a transaction for an asset or liability is not orderly, little, if any, weight is placed on that transaction price as an indicator of fair value. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. We use the following methods and assumptions in estimating the fair value of our financial instruments. • 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. Revenue Recognition Triple-Net Leased Properties and Office Operations Certain of our triple-net leases and most of our MOB and research and innovation center (collectively, “office operations”) leases provide for periodic and determinable increases in base rent. We recognize base rental revenues under these leases on a straight-line basis over the applicable lease term when collectability of substantially all rents is probable. Recognizing rental income on a straight-line basis generally results in recognized revenues during the first half of a lease term exceeding the cash amounts contractually due from our tenants, creating a straight-line rent receivable that is included in other assets on our Consolidated Balance Sheets. At March 31, 2019 and December 31, 2018, this cumulative excess totaled $258.1 million and $250.0 million (net of allowances of $44.6 million , recorded under prior accounting guidance), respectively (excluding properties classified as held for sale). Certain of our leases provide for periodic increases in base rent only if certain revenue parameters or other substantive contingencies are met. We recognize the increased rental revenue under these leases as the related parameters or contingencies are met, rather than on a straight-line basis over the applicable lease term. We assess the probability of collecting substantially all rents under our leases based on several factors, including, among other things, payment history, the financial strength of the tenant and any guarantors, the historical operations and operating trends of the property, the historical payment pattern of the tenant, the type of property, the value of the underlying collateral, if any, expected future performance of the property and current economic conditions. If our evaluation of these factors indicates it is probable that we will be unable to collect substantially all rents, we recognize a charge to rental income for the amount we deemed uncollectible. If we change our conclusions regarding the probability of collecting rent payments required by a lease, we may recognize adjustments to rental income in the period we make such change in our conclusions. Senior Living Operations Our resident agreements are accounted for as leases and we recognize resident fees and services, other than move-in fees, monthly as services are provided. We recognize move-in fees on a straight-line basis over the average resident stay. Other We recognize interest income from loans and investments, including discounts and premiums, using the effective interest method when collectability is reasonably assured. We apply the effective interest method on a loan-by-loan basis and recognize discounts and premiums as yield adjustments over the related loan term. We recognize interest income on an impaired loan to the extent our estimate of the fair value of the collateral is sufficient to support the balance of the loan, other receivables and all related accrued interest. When the balance of the loan, other receivables and all related accrued interest is equal to or less than our estimate of the fair value of the collateral, we recognize interest income on a cash basis. We provide a reserve against an impaired loan to the extent our total investment in the loan exceeds our estimate of the fair value of the loan collateral. Recently Issued or Adopted Accounting Standards We adopted ASC Topic 842, Leases (“ASC 842”) on January 1, 2019, which introduces a lessee model that brings most leases on the balance sheet and, among other changes, eliminates the requirement in current GAAP for an entity to use bright-line tests in determining lease classification. ASC 842 allows for several practical expedients which permit the following: no reassessment of lease classification or initial direct costs; use of the standard’s effective date as the date of initial application; and no separation of non-lease components from the related lease components and, instead, to account for those components as a single lease component if certain criteria are met. We elected these practical expedients using the effective date as our date of initial application. Therefore, financial information and disclosures under ASC 842 are not provided for periods prior to January 1, 2019. Upon adoption, we recognized both right of use assets and lease liabilities for leases in which we lease land, real property or other equipment. We now also report revenues and expenses within our triple-net leased properties reportable business segment for real estate taxes and insurance that are escrowed and obligations of the tenants in accordance with their respective leases with us. This reporting will have no impact on our net income. Resident leases within our senior living operations reportable business segment and office leases also contain service elements. We elected the practical expedient to account for our resident and office leases as a single lease component. Also, we now expense certain leasing costs, other than leasing commissions, as they are incurred. Prior to the adoption of ASC 842, GAAP provided for the deferral and amortization of such costs over the applicable lease term. We are continuing to amortize any unamortized deferred lease costs as of December 31, 2018 over their respective lease terms. As of January 1, 2019, we recognized operating lease assets of $361.7 million on our Consolidated Balance Sheets which includes the present value of minimum lease payments as well as certain existing above and/or below market lease intangible values associated with such leases. Also upon adoption, we recognized operating lease liabilities of $216.9 million on our Consolidated Balance Sheets. The present value of minimum lease payments was calculated on each lease using a discount rate that approximates our incremental borrowing rate primarily adjusted for the length of the individual lease terms. As of the January 1, 2019 adoption date, we utilized discount rates ranging from 6.15% to 7.60% for our ground leases. We recognized a cumulative effect adjustment to retained earnings of $0.6 million |
CONCENTRATION OF CREDIT RISK
CONCENTRATION OF CREDIT RISK | 3 Months Ended |
Mar. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATION OF CREDIT RISK | NOTE 3—CONCENTRATION OF CREDIT RISK As of March 31, 2019 , Atria, Sunrise, Brookdale Senior Living, Ardent, ESL and Kindred managed or operated approximately 22.3% , 11.0% , 8.4% , 5.1% , 3.9% and 1.1% , respectively, of our consolidated real estate investments based on gross book value (excluding properties classified as held for sale as of March 31, 2019 ). Because Atria, Sunrise and ESL manage our properties in exchange for the receipt of a management fee from us, we are not directly exposed to the credit risk of our managers in the same manner or to the same extent as our triple-net tenants. Based on gross book value, approximately 39.7% and 21.8% of our consolidated real estate investments were seniors housing communities included in the senior living operations and triple-net leased properties reportable business segments, respectively (excluding properties classified as held for sale as of March 31, 2019 ). MOBs, research and innovation centers, IRFs and LTACs, health systems, skilled nursing facilities (“SNFs”) and secured loans receivable and investments collectively comprised the remaining 38.5% . Our consolidated properties were located in 45 states, the District of Columbia, seven Canadian provinces and the United Kingdom as of March 31, 2019 , with properties in one state ( California ) accounting for more than 10% of our total continuing revenues and net operating income (“NOI,” which is defined as total revenues, excluding interest and other income, less property-level operating expenses and office building services costs) for the three months then ended. Triple-Net Leased Properties The following table reflects the concentration risk related to our triple-net leased properties for the periods presented: 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. Each of our leases with Brookdale Senior Living, Ardent and Kindred is a triple-net lease that obligates the tenant to pay all property-related expenses, including maintenance, utilities, repairs, taxes, insurance and capital expenditures, and to comply with the terms of the mortgage financing documents, if any, affecting the properties. In addition, each of our Brookdale Senior Living, Ardent and Kindred leases has a corporate guaranty. The properties we lease to Brookdale Senior Living, Ardent and Kindred accounted for a significant portion of our triple-net leased properties segment revenues and NOI for the three months ended March 31, 2019 and 2018 . If Brookdale Senior Living, Ardent or Kindred becomes unable or unwilling to satisfy its obligations to us or to renew its leases with us upon expiration of the terms thereof, our financial condition and results of operations could decline, and our ability to service our indebtedness and to make distributions to our stockholders could be impaired. We cannot assure you that Brookdale Senior Living, Ardent and Kindred will have sufficient assets, income and access to financing to enable them to satisfy their respective obligations to us, and any failure, inability or unwillingness by Brookdale Senior Living, Ardent or Kindred to do so could have a material adverse effect on our business, financial condition, results of operations and liquidity, our ability to service our indebtedness and other obligations and our ability to make distributions to our stockholders, as required for us to continue to qualify as a REIT (a “Material Adverse Effect”). We also cannot assure you that Brookdale Senior Living, Ardent and Kindred will elect to renew their respective leases with us upon expiration of the leases or that we will be able to reposition any non-renewed properties on a timely basis or on the same or better economic terms, if at all. Our 9.8% ownership interest in Ardent entitles us to certain rights and minority protections, as well as the right to appoint one of 11 members on the Ardent Board of Directors. Senior Living Operations As of March 31, 2019 , Atria, Sunrise and ESL, collectively, provided comprehensive property management and accounting services with respect to 337 of our 358 consolidated seniors housing communities, for which we pay annual management fees pursuant to long-term management agreements. We rely on our managers’ personnel, expertise, technical resources and information systems, proprietary information, good faith and judgment to manage our senior living operations efficiently and effectively. We also rely on our managers to set appropriate resident fees and otherwise operate our seniors housing communities in compliance with the terms of our management agreements and all applicable laws and regulations. Although we have various rights as the property owner under our management agreements, including various rights to terminate and exercise remedies under the agreements as provided therein, Atria’s, Sunrise’s or ESL’s failure, inability or unwillingness to satisfy its respective obligations under those agreements, to efficiently and effectively manage our properties or to provide timely and accurate accounting information with respect thereto could have a Material Adverse Effect on us. In addition, significant changes in Atria’s, Sunrise’s or ESL’s senior management or equity ownership or any adverse developments in their businesses or financial condition could have a Material Adverse Effect on us. Our 34% ownership interest in Atria entitles us to customary rights and minority protections, including the right to appoint two of six members to the Atria Board of Directors. Our 34% ownership interest in ESL entitles us to customary rights and minority protections, including the right to appoint two of six members to the ESL Board of Directors. ESL management owns the 66% controlling interest. Brookdale Senior Living, Kindred, Atria, Sunrise, Ardent and ESL Information Brookdale Senior Living is subject to the reporting requirements of the SEC and is required to file with the SEC annual reports containing audited financial information and quarterly reports containing unaudited financial information. Kindred is not currently subject to the reporting requirements of the SEC, but was subject to such reporting requirements prior to the closing of transactions in July 2018 pursuant to which Kindred was acquired by a consortium of TPG Capital, Welsh, Carson, Anderson & Stowe and Humana, Inc. The information related to Brookdale Senior Living and Kindred contained or referred to in this Quarterly Report on Form 10-Q has been derived from SEC filings made by Brookdale Senior Living or Kindred, as the case may be, or other publicly available information, or was provided to us by Brookdale Senior Living or Kindred, and we have not verified this information through an independent investigation or otherwise. We have no reason to believe that this information is inaccurate in any material respect, but we cannot assure you of its accuracy. We are providing this data for informational purposes only, and you are encouraged to obtain Brookdale Senior Living’s and Kindred’s publicly available filings, which can be found at the SEC’s website at www.sec.gov. |
DISPOSITIONS
DISPOSITIONS | 3 Months Ended |
Mar. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISPOSITIONS | NOTE 4—DISPOSITIONS 2019 Activity During the three months ended March 31, 2019 , we sold one triple-net leased property and three MOBs for aggregate consideration of $17.6 million , and we recognized a gain on the sale of these assets of $5.4 million . Real Estate Impairment We recognized impairments of $10.2 million and $7.0 million , respectively, for the three months ended March 31, 2019 and 2018 , which are recorded in depreciation and amortization in our Consolidated Statements of Income, and relate to our triple-net leased properties and office operations reportable business segments. Our recorded impairments were primarily the result of a change in our intent to hold the impaired assets. In most cases, we recognize an impairment in the periods in which our change in intent is made. Assets Held for Sale The table below summarizes our real estate assets classified as held for sale, including the amounts reported on our Consolidated Balance Sheets. 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 (1) |
LOANS RECEIVABLE AND INVESTMENT
LOANS RECEIVABLE AND INVESTMENTS | 3 Months Ended |
Mar. 31, 2019 | |
Loans Receivable And Investments [Abstract] | |
LOANS RECEIVABLE AND INVESTMENTS | NOTE 5—LOANS RECEIVABLE AND INVESTMENTS As of March 31, 2019 and December 31, 2018 , we had $769.5 million and $756.5 million , respectively, of net loans receivable and investments relating to seniors housing and healthcare operators or properties. The following is a summary of our loans receivable and investments, net, including amortized cost, fair value and unrealized gains or losses on available-for-sale investments: 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 (1) Investments in government-sponsored pool loans have contractual maturity dates in 2023. (2) |
INVESTMENTS IN UNCONSOLIDATED E
INVESTMENTS IN UNCONSOLIDATED ENTITIES | 3 Months Ended |
Mar. 31, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
INVESTMENTS IN UNCONSOLIDATED ENTITIES | NOTE 6—INVESTMENTS IN UNCONSOLIDATED ENTITIES We report investments in unconsolidated entities over whose operating and financial policies we have the ability to exercise significant influence under the equity method of accounting. We are not required to consolidate these entities because our joint venture partners have significant participating rights, nor are these entities considered VIEs, as they are controlled by equity holders with sufficient capital. At March 31, 2019 , we had a 25% interest in a joint venture that has a 90% or more ownership in six properties, excluding properties under development. We account for our interests in real estate joint ventures, as well as our 34% interest in Atria, 34% interest in ESL and 9.8% interest in Ardent, which are included within other assets on our Consolidated Balance Sheets, under the equity method of accounting. With the exception of our interests in Atria, ESL and Ardent, we provide various services to unconsolidated entities in exchange for fees and reimbursements. Total management fees earned in connection with these entities were $0.7 million and $1.7 million for the three months ended March 31, 2019 and 2018 , respectively, which is included in office building and other services revenue in our Consolidated Statements of Income. In March 2018, we recognized an impairment charge of $35.7 million relating to one of our equity investments in an unconsolidated real estate joint venture consisting principally of SNFs, which is recorded in loss from unconsolidated entities in our Consolidated Statements of Income. We completed the sale of our 25% |
INTANGIBLES
INTANGIBLES | 3 Months Ended |
Mar. 31, 2019 | |
Intangible Assets, Intangible Liabilities, And Goodwill Disclosure [Abstract] | |
INTANGIBLES | NOTE 7—INTANGIBLES The following is a summary of our intangibles: 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 N/A—Not Applicable. Above market lease intangibles and in-place and other lease intangibles are included in acquired lease intangibles within real estate investments on our Consolidated Balance Sheets. Other intangibles (including non-compete agreements, trade names and trademarks) are included in other assets on our Consolidated Balance Sheets. Below market lease intangibles, other lease intangibles and purchase option intangibles are included in accounts payable and other liabilities on our Consolidated Balance Sheets. The change in other lease intangible assets and liabilities is due to the presentation of ground lease intangibles within operating lease assets on our Consolidated Balance Sheets beginning January 1, 2019. See “ NOTE 2—ACCOUNTING POLICIES |
OTHER ASSETS
OTHER ASSETS | 3 Months Ended |
Mar. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER ASSETS | NOTE 8—OTHER ASSETS The following is a summary of our other assets: 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 |
SENIOR NOTES PAYABLE AND OTHER
SENIOR NOTES PAYABLE AND OTHER DEBT | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
SENIOR NOTES PAYABLE AND OTHER DEBT | NOTE 9—SENIOR NOTES PAYABLE AND OTHER DEBT The following is a summary of our senior notes payable and other debt: 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. As of March 31, 2019 , our indebtedness had the following maturities: 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. Credit Facilities and Unsecured Term Loans Our unsecured credit facility is comprised of a $3.0 billion unsecured revolving credit facility, priced at London Inter-bank Offered Rate (“LIBOR”) plus 0.875% as of March 31, 2019 . The unsecured revolving credit facility matures in 2021, but may be extended at our option subject to the satisfaction of certain conditions for two additional periods of six months each. The unsecured revolving credit facility also includes an accordion feature that permits us to increase our aggregate borrowing capacity thereunder to up to $3.75 billion . As of March 31, 2019 , $52.1 million was outstanding under the unsecured revolving credit facility with an additional $23.1 million restricted to support outstanding letters of credit, resulting in $2.9 billion in available liquidity under the unsecured revolving credit facility. As of March 31, 2019 , we had a $900.0 million unsecured term loan facility priced at LIBOR plus 0.90% , comprised of a $300.0 million term loan that matures in 2023 and a $600.0 million term loan that matures in 2024. The term loan facility also includes an accordion feature that permits us to increase our aggregate borrowings thereunder to up to $1.5 billion . As of March 31, 2019 , we had a $400.0 million secured revolving construction credit facility with $104.6 million of borrowings outstanding and $295.4 million of unused borrowing capacity. The secured revolving construction credit facility matures in 2022 and is primarily used to finance the development of research and innovation centers and other construction projects. Senior Notes In January 2019, we redeemed $258.8 million aggregate principal amount then outstanding of our 5.45% senior notes due 2043 at a public offering price at par, plus accrued and unpaid interest to the redemption date. Notice of the redemption was given in November 2018 and, as a result, we recognized a non-cash charge to loss on extinguishment of debt of $7.1 million during the year ended December 31, 2018 and $0.4 million during the three months ended March 31, 2019. In February 2019, our wholly-owned subsidiary, Ventas Realty, Limited Partnership (“Ventas Realty”), issued and sold $400.0 million aggregate principal amount of 3.50% senior notes due 2024 at a public offering price equal to 99.88% of par, for total proceeds of $399.5 million before the underwriting discount and expenses, and $300.0 million aggregate principal amount of 4.875% senior notes due 2049 at a public offering price equal to 99.77% of par, for total proceeds of $299.3 million before the underwriting discount and expenses. Commercial Paper Program In January 2019, Ventas Realty established an unsecured commercial paper program. 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 . The notes are sold under customary terms in the United States commercial paper note market and are ranked pari passu with all of Ventas Realty’s other unsecured senior indebtedness. The notes are fully and unconditionally guaranteed by Ventas, Inc. As of March 31, 2019 , we had $195.0 million |
FAIR VALUES OF FINANCIAL INSTRU
FAIR VALUES OF FINANCIAL INSTRUMENTS | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUES OF FINANCIAL INSTRUMENTS | NOTE 10—FAIR VALUES OF FINANCIAL INSTRUMENTS The carrying amounts and fair values of our financial instruments were as follows: 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 For a discussion of the assumptions considered, refer to “ NOTE 2—ACCOUNTING POLICIES |
LITIGATION
LITIGATION | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
LITIGATION | NOTE 11—LITIGATION Proceedings against Tenants, Operators and Managers From time to time, Atria, Sunrise, Brookdale Senior Living, Ardent, Kindred, ESL and our other tenants, operators and managers are parties to certain legal actions, regulatory investigations and claims arising in the conduct of their business and operations. Even though we generally are not party to these proceedings, the unfavorable resolution of any such actions, investigations or claims could, individually or in the aggregate, materially adversely affect such tenants’, operators’ or managers’ liquidity, financial condition or results of operations and their ability to satisfy their respective obligations to us, which, in turn, could have a Material Adverse Effect on us. Proceedings Indemnified and Defended by Third Parties From time to time, we are party to certain legal actions, regulatory investigations and claims for which third parties are contractually obligated to indemnify, defend and hold us harmless. The tenants of our triple-net leased properties and, in some cases, their affiliates are required by the terms of their leases and other agreements with us to indemnify, defend and hold us harmless against certain actions, investigations and claims arising in the course of their business and related to the operations of our triple-net leased properties. In addition, third parties from whom we acquired certain of our assets and, in some cases, their affiliates are required by the terms of the related conveyance documents to indemnify, defend and hold us harmless against certain actions, investigations and claims related to the acquired assets and arising prior to our ownership or related to excluded assets and liabilities. In some cases, a portion of the purchase price consideration is held in escrow for a specified period of time as collateral for these indemnification obligations. We are presently being defended by certain tenants and other obligated third parties in these types of matters. We cannot assure you that our tenants, their affiliates or other obligated third parties will continue to defend us in these matters, that our tenants, their affiliates or other obligated third parties will have sufficient assets, income and access to financing to enable them to satisfy their defense and indemnification obligations to us or that any purchase price consideration held in escrow will be sufficient to satisfy claims for which we are entitled to indemnification. The unfavorable resolution of any such actions, investigations or claims could, individually or in the aggregate, materially adversely affect our tenants’ or other obligated third parties’ liquidity, financial condition or results of operations and their ability to satisfy their respective obligations to us, which, in turn, could have a Material Adverse Effect on us. Proceedings Arising in Connection with Senior Living and Office Operations; Other Litigation |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 12—INCOME TAXES We have elected to be taxed as a REIT under the applicable provisions of the Internal Revenue Code of 1986, as amended, for every year beginning with the year ended December 31, 1999. We have also elected for certain of our subsidiaries to be treated as taxable REIT subsidiaries (“TRS” or “TRS entities”), which are subject to federal, state and foreign income taxes. All entities other than the TRS entities are collectively referred to as the “REIT” within this note. Certain REIT entities are subject to foreign income tax. Although the TRS entities and certain other foreign entities have paid minimal cash federal, state and foreign income taxes for the three months ended March 31, 2019 , their income tax liabilities may increase in future periods as we exhaust net operating loss (“NOL”) carryforwards and as our senior living and other operations grow. Such increases could be significant. Our consolidated provisions for income taxes for the three months ended March 31, 2019 and 2018 were benefits of $1.3 million and $3.2 million , respectively. The income tax benefits for the three months ended March 31, 2019 and 2018 were each due primarily to operating losses at our TRS entities. Realization of a deferred tax benefit related to NOLs depends, in part, upon generating sufficient taxable income within the relevant carryforward period. The REIT NOL carryforwards will begin to expire within the current year while TRS NOL carryforwards will begin to expire in 2026. Each TRS is a tax paying component for purposes of classifying deferred tax assets and liabilities. Net deferred tax liabilities with respect to our TRS entities totaled $205.1 million and $205.2 million as of March 31, 2019 and December 31, 2018 , respectively, and related primarily to differences between the financial reporting and tax bases of fixed and intangible assets, net of loss carryforwards. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 13—STOCKHOLDERS' EQUITY Capital Stock From time to time, we may sell up to an aggregate of $1.0 billion of our common stock under an “at-the-market” equity offering program (“ATM program”). For the three months ended March 31, 2019 , we sold 1.6 million shares of common stock under our 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 , $900.0 million of our common stock remained available for sale under our ATM program. Accumulated Other Comprehensive Loss The following is a summary of our accumulated other comprehensive loss: 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 ) |
EARNINGS PER COMMON SHARE
EARNINGS PER COMMON SHARE | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
EARNINGS PER COMMON SHARE | NOTE 14—EARNINGS PER SHARE The following table shows the amounts used in computing our basic and diluted earnings per share: 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 |
SEGMENT INFORMATION
SEGMENT INFORMATION | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | NOTE 15—SEGMENT INFORMATION As of March 31, 2019 , we operated through three reportable business segments: triple-net leased properties, senior living operations and office operations. In our triple-net leased properties segment, we invest in and own seniors housing and healthcare properties throughout the United States and the United Kingdom and lease those properties to healthcare operating companies under “triple-net” or “absolute-net” leases that obligate the tenants to pay all property-related expenses. In our senior living operations segment, we invest in seniors housing communities throughout the United States and Canada and engage independent operators, such as Atria, Sunrise and ESL, to manage those communities. In our office operations segment, we primarily acquire, own, develop, lease and manage MOBs and research and innovation centers throughout the United States. Information provided for “all other” includes income from loans and investments and other miscellaneous income and various corporate-level expenses not directly attributable to any of our three reportable business segments. Assets included in “all other” consist primarily of corporate assets, including cash, restricted cash, loans receivable and investments, and miscellaneous accounts receivable. Our chief operating decision makers evaluate performance of the combined properties in each reportable business segment and determine how to allocate resources to those segments, in significant part, based on segment NOI and related measures. We define segment NOI as total revenues, less interest and other income, property-level operating expenses and office building services costs . We consider segment NOI useful because it allows investors, analysts and our management to measure unlevered property-level operating results and to compare our operating results to the operating results of other real estate companies between periods on a consistent basis. In order to facilitate a clear understanding of our historical consolidated operating results, segment NOI should be examined in conjunction with net income attributable to common stockholders as presented in our Consolidated Financial Statements and other financial data included elsewhere in this Quarterly Report on Form 10-Q. Interest expense, depreciation and amortization, general, administrative and professional fees, income tax expense and other non-property specific revenues and expenses are not allocated to individual reportable business segments for purposes of assessing segment performance. There are no intersegment sales or transfers. Summary information by reportable business segment is as follows: For the Three Months Ended March 31,2019 Triple-Net Senior Office All 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 Capital expenditures, including investments in real estate property and development project expenditures, by reportable business segment are as follows: 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 Our portfolio of properties and mortgage loan and other investments are located in the United States, Canada and the United Kingdom. Revenues are attributed to an individual country based on the location of each property. Geographic information regarding our operations is as follows: 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 |
CONDENSED CONSOLIDATING INFORMA
CONDENSED CONSOLIDATING INFORMATION (Unaudited) | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
CONDENSED CONSOLIDATING INFORMATION (Unaudited) | NOTE 16—CONDENSED CONSOLIDATING INFORMATION Ventas, Inc. has fully and unconditionally guaranteed the obligation to pay principal and interest with respect to the outstanding senior notes issued by our 100% owned subsidiary, Ventas Realty, including the senior notes that were jointly issued with Ventas Capital Corporation. Ventas Capital Corporation is a direct 100% owned subsidiary of Ventas Realty that has no assets or operations, but was formed in 2002 solely to facilitate offerings of senior notes by a limited partnership. None of our other subsidiaries (such subsidiaries, excluding Ventas Realty and Ventas Capital Corporation, the “Ventas Subsidiaries”) is obligated with respect to Ventas Realty’s outstanding senior notes. Certain of Ventas Realty’s outstanding senior notes reflected in our condensed consolidating information were issued jointly with Ventas Capital Corporation. Ventas, Inc. has also fully and unconditionally guaranteed the obligation to pay principal and interest with respect to the outstanding senior notes issued by our 100% owned subsidiary, Ventas Canada Finance Limited (“Ventas Canada”). None of our other subsidiaries is obligated with respect to Ventas Canada Finance Limited’s outstanding senior notes, all of which were issued on a private placement basis in Canada. In connection with the acquisition of Nationwide Health Properties, Inc. (“NHP”), our 100% owned subsidiary, Nationwide Health Properties, LLC (“NHP LLC”), as successor to NHP, assumed the obligation to pay principal and interest with respect to the outstanding senior notes issued by NHP. Neither we nor any of our subsidiaries (other than NHP LLC) is obligated with respect to any of NHP LLC’s outstanding senior notes. Under certain circumstances, contractual and legal restrictions, including those contained in the instruments governing our subsidiaries’ outstanding mortgage indebtedness, may restrict our ability to obtain cash from our subsidiaries for the purpose of meeting our debt service obligations, including our payment guarantees with respect to Ventas Realty’s and Ventas Canada’s senior notes. The following pages summarize our condensed consolidating information as of March 31, 2019 and December 31, 2018 and for the three months ended March 31, 2019 and 2018 . CONDENSED CONSOLIDATING BALANCE SHEET 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 CONDENSED CONSOLIDATING BALANCE SHEET 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 CONDENSED CONSOLIDATING STATEMENT OF INCOME 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 CONDENSED CONSOLIDATING STATEMENT OF INCOME 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 CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME 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 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS 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 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS 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 |
ACCOUNTING POLICIES (Policies)
ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying Consolidated Financial Statements include our accounts and the accounts of our wholly owned subsidiaries and the joint venture entities over which we exercise control. All intercompany transactions and balances have been eliminated in consolidation, and our net earnings are reduced by the portion of net earnings attributable to noncontrolling interests. GAAP requires us to identify entities for which control is achieved through means other than voting rights and to determine which business enterprise is the primary beneficiary of variable interest entities (“VIEs”). A VIE is broadly defined as an entity with one or more of the following characteristics: (a) the total equity investment at risk is insufficient to finance the entity’s activities without additional subordinated financial support; (b) as a group, the holders of the equity investment at risk lack (i) the ability to make decisions about the entity’s activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; and (c) the equity investors have voting rights that are not proportional to their economic interests, and substantially all of the entity’s activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. We consolidate our investment in a VIE when we determine that we are its primary beneficiary. We may change our original assessment of a VIE upon subsequent events such as the modification of contractual arrangements that affects the characteristics or adequacy of the entity’s equity investments at risk and the disposition of all or a portion of an interest held by the primary beneficiary. We identify the primary beneficiary of a VIE as the enterprise that has both: (i) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance; and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the entity. We perform this analysis on an ongoing basis. As it relates to investments in joint ventures, GAAP may preclude consolidation by the sole general partner in certain circumstances based on the type of rights held by the limited partner or partners. We assess limited partners’ rights and their impact on our consolidation conclusions, and we reassess if there is a change to the terms or in the exercisability of the rights of the limited partners, the sole general partner increases or decreases its ownership of limited partnership (“LP”) interests or there is an increase or decrease in the number of outstanding LP interests. We also apply this guidance to managing member interests in |
Variable Interest Entity | We consolidate several VIEs that share the following common characteristics: • the VIE is in the legal form of an LP or LLC; • the VIE was designed to own and manage its underlying real estate investments; • we are the general partner or managing member of the VIE; • we own a majority of the voting interests in the VIE; • a minority of voting interests in the VIE are owned by external third parties, unrelated to us; • the minority owners do not have substantive kick-out or participating rights in the VIE; and • we are the primary beneficiary of the VIE. We have separately identified certain special purpose entities that were established to allow investments in research and innovation projects by tax credit investors (“TCIs”). We have determined that these special purpose entities are VIEs, we are a holder of variable interests and that we are the primary beneficiary of the VIEs, and therefore we consolidate these special purpose entities. Our primary beneficiary determination is based upon several factors, including but not limited to the rights we have in directing the activities which most significantly impact the VIEs’ economic performance as well as certain guarantees which protect the TCIs from losses should a tax credit recapture event occur. In general, the assets of consolidated VIEs are available only for the settlement of the obligations of the respective entities. Unless otherwise required by the LP or LLC agreement, any mortgage loans of the consolidated VIEs are non-recourse to us. The table below summarizes the total assets and liabilities of our consolidated VIEs as reported on our Consolidated Balance Sheets. 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 |
Redeemable OP Unitholder and Noncontrolling Interests | Redeemable OP Unitholder and Noncontrolling Interests We own a majority interest in NHP/PMB L.P. (“NHP/PMB”), a limited partnership formed in 2008 to acquire properties from entities affiliated with Pacific Medical Buildings LLC (“PMB”). Given our wholly owned subsidiary is the general partner and the primary beneficiary of NHP/PMB, we consolidate it as a VIE. As of March 31, 2019 , third party investors owned 3.3 million Class A limited partnership units in NHP/PMB (“OP Units”), which represented 31% of the total units then outstanding, and we owned 7.3 million Class B limited partnership units in NHP/PMB, representing the remaining 69% . At any time following the first anniversary of the date of their issuance, the OP Units may be redeemed at the election of the holder for cash or, at our option, 0.9051 shares of our common stock per OP Unit, subject to further adjustment in certain circumstances. We are party by assumption to a registration rights agreement with the holders of the OP Units that requires us, subject to the terms and conditions and certain exceptions set forth therein, to file and maintain a registration statement relating to the issuance of shares of our common stock upon redemption of OP Units. As redemption rights are outside of our control, the redeemable OP Units are classified outside of permanent equity on our Consolidated Balance Sheets. We reflect the redeemable OP Units at the greater of cost or redemption value. As of March 31, 2019 and December 31, 2018 , the fair value of the redeemable OP Units was $191.3 million and $174.6 million , respectively. We recognize changes in fair value through capital in excess of par value, net of cash distributions paid and purchases by us of any OP Units. Our diluted earnings per share includes the effect of any potential shares outstanding from redemption of the OP Units. Certain noncontrolling interests of other consolidated joint ventures were also classified as redeemable at March 31, 2019 and December 31, 2018 |
Accounting for Historic and New Markets Tax Credits | Accounting for Historic and New Markets Tax Credits For certain of our research and innovation centers, we are party to contractual arrangements with TCIs that were established to enable the TCIs to receive benefits of historic tax credits (“HTCs”) and/or new markets tax credits (“NMTCs”). As of March 31, 2019 , we owned nine properties that had syndicated HTCs or NMTCs, or both, to TCIs. In general, TCIs invest cash into special purpose entities that invest in entities that own the subject property and generate the tax credits. The TCIs receive substantially all of the tax credits and hold only a nominal interest in the economic risk and benefits of the special purpose entities. HTCs are delivered to the TCIs upon substantial completion of the project. NMTCs are allowed for up to 39% of a qualified investment and are delivered to the TCIs after the investment has been funded and spent on a qualified business. HTCs are subject to 20% recapture per year beginning one year after the completion of the historic rehabilitation of the subject property. NMTCs are subject to 100% recapture until the end of the seventh year following the qualifying investment. We have provided the TCIs with certain guarantees which protect the TCIs from losses should a tax credit recapture event occur. The contractual arrangements with the TCIs include a put/call provision whereby we may be obligated or entitled to repurchase the interest of the TCIs in the special purpose entities at the end of the tax credit recapture period. We anticipate that either the TCIs will exercise their put rights or we will exercise our call rights prior to the applicable tax credit recapture periods. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets We periodically evaluate our long-lived assets, primarily consisting of investments in real estate, for impairment indicators. If indicators of impairment are present, we evaluate the carrying value of the related real estate investments in relation to the future undiscounted cash flows of the underlying operations. In performing this evaluation, we consider market conditions and our current intentions with respect to holding or disposing of the asset. We adjust the net book value of leased properties and other long-lived assets to fair value if the sum of the expected future undiscounted cash flows, including sales proceeds, is less than book value. We recognize an impairment loss at the time we make any such determination. |
Gain on Sale of Assets | Gain on Sale of Assets On January 1, 2018, we adopted the provisions of ASC 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets (“ASC 610-20”). In accordance with ASC 610-20, we recognize any gains when we transfer control of a property and when it is probable that we will collect substantially all of the related consideration. We adopted ASC 610-20 using the modified retrospective method and recognized a cumulative effect adjustment to retained earnings of $31.2 million relating to deferred gains on sales of real estate assets in 2015. |
Fair Values of Financial Instruments | Fair Values of Financial Instruments Fair value is a market-based measurement, not an entity-specific measurement, and we determine fair value based on the assumptions that we expect market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, GAAP establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within levels one and two of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within level three of the hierarchy). Level one inputs utilize unadjusted quoted prices for identical assets or liabilities in active markets that we have the ability to access. Level two inputs are inputs other than quoted prices included in level one that are directly or indirectly observable for the asset or liability. Level two inputs may include quoted prices for similar assets and liabilities in active markets and other inputs for the asset or liability that are observable at commonly quoted intervals, such as interest rates, foreign exchange rates and yield curves. Level three inputs are unobservable inputs for the asset or liability, which typically are based on our own assumptions, because there is little, if any, related market activity. If the determination of the fair value measurement is based on inputs from different levels of the hierarchy, the level within which the entire fair value measurement falls is the lowest level input that is significant to the fair value measurement in its entirety. If the volume and level of market activity for an asset or liability has decreased significantly relative to the normal market activity for such asset or liability (or similar assets or liabilities), then transactions or quoted prices may not accurately reflect fair value. In addition, if there is evidence that a transaction for an asset or liability is not orderly, little, if any, weight is placed on that transaction price as an indicator of fair value. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. We use the following methods and assumptions in estimating the fair value of our financial instruments. • 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 - |
Revenue Recognition | Revenue Recognition Triple-Net Leased Properties and Office Operations Certain of our triple-net leases and most of our MOB and research and innovation center (collectively, “office operations”) leases provide for periodic and determinable increases in base rent. We recognize base rental revenues under these leases on a straight-line basis over the applicable lease term when collectability of substantially all rents is probable. Recognizing rental income on a straight-line basis generally results in recognized revenues during the first half of a lease term exceeding the cash amounts contractually due from our tenants, creating a straight-line rent receivable that is included in other assets on our Consolidated Balance Sheets. At March 31, 2019 and December 31, 2018, this cumulative excess totaled $258.1 million and $250.0 million (net of allowances of $44.6 million , recorded under prior accounting guidance), respectively (excluding properties classified as held for sale). Certain of our leases provide for periodic increases in base rent only if certain revenue parameters or other substantive contingencies are met. We recognize the increased rental revenue under these leases as the related parameters or contingencies are met, rather than on a straight-line basis over the applicable lease term. We assess the probability of collecting substantially all rents under our leases based on several factors, including, among other things, payment history, the financial strength of the tenant and any guarantors, the historical operations and operating trends of the property, the historical payment pattern of the tenant, the type of property, the value of the underlying collateral, if any, expected future performance of the property and current economic conditions. If our evaluation of these factors indicates it is probable that we will be unable to collect substantially all rents, we recognize a charge to rental income for the amount we deemed uncollectible. If we change our conclusions regarding the probability of collecting rent payments required by a lease, we may recognize adjustments to rental income in the period we make such change in our conclusions. Senior Living Operations Our resident agreements are accounted for as leases and we recognize resident fees and services, other than move-in fees, monthly as services are provided. We recognize move-in fees on a straight-line basis over the average resident stay. Other We recognize interest income from loans and investments, including discounts and premiums, using the effective interest method when collectability is reasonably assured. We apply the effective interest method on a loan-by-loan basis and recognize discounts and premiums as yield adjustments over the related loan term. We recognize interest income on an impaired loan to the extent our estimate of the fair value of the collateral is sufficient to support the balance of the loan, other receivables and all related accrued interest. When the balance of the loan, other receivables and all related accrued interest is equal to or less than our estimate of the fair value of the collateral, we recognize interest income on a cash basis. We provide a |
Recently Issued or Adopted Accounting Standards | Recently Issued or Adopted Accounting Standards We adopted ASC Topic 842, Leases (“ASC 842”) on January 1, 2019, which introduces a lessee model that brings most leases on the balance sheet and, among other changes, eliminates the requirement in current GAAP for an entity to use bright-line tests in determining lease classification. ASC 842 allows for several practical expedients which permit the following: no reassessment of lease classification or initial direct costs; use of the standard’s effective date as the date of initial application; and no separation of non-lease components from the related lease components and, instead, to account for those components as a single lease component if certain criteria are met. We elected these practical expedients using the effective date as our date of initial application. Therefore, financial information and disclosures under ASC 842 are not provided for periods prior to January 1, 2019. Upon adoption, we recognized both right of use assets and lease liabilities for leases in which we lease land, real property or other equipment. We now also report revenues and expenses within our triple-net leased properties reportable business segment for real estate taxes and insurance that are escrowed and obligations of the tenants in accordance with their respective leases with us. This reporting will have no impact on our net income. Resident leases within our senior living operations reportable business segment and office leases also contain service elements. We elected the practical expedient to account for our resident and office leases as a single lease component. Also, we now expense certain leasing costs, other than leasing commissions, as they are incurred. Prior to the adoption of ASC 842, GAAP provided for the deferral and amortization of such costs over the applicable lease term. We are continuing to amortize any unamortized deferred lease costs as of December 31, 2018 over their respective lease terms. As of January 1, 2019, we recognized operating lease assets of $361.7 million on our Consolidated Balance Sheets which includes the present value of minimum lease payments as well as certain existing above and/or below market lease intangible values associated with such leases. Also upon adoption, we recognized operating lease liabilities of $216.9 million on our Consolidated Balance Sheets. The present value of minimum lease payments was calculated on each lease using a discount rate that approximates our incremental borrowing rate primarily adjusted for the length of the individual lease terms. As of the January 1, 2019 adoption date, we utilized discount rates ranging from 6.15% to 7.60% for our ground leases. We recognized a cumulative effect adjustment to retained earnings of $0.6 million |
ACCOUNTING POLICIES (Tables)
ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Variable Interest Entities | The table below summarizes the total assets and liabilities of our consolidated VIEs as reported on our Consolidated Balance Sheets. 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 |
CONCENTRATION OF CREDIT RISK (T
CONCENTRATION OF CREDIT RISK (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
Schedules of Concentration of Risk, by Risk Factor | The following table reflects the concentration risk related to our triple-net leased properties for the periods presented: 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) |
DISPOSITIONS (Tables)
DISPOSITIONS (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Real Estate Assets Classified As Held For Sale | The table below summarizes our real estate assets classified as held for sale, including the amounts reported on our Consolidated Balance Sheets. 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 (1) |
LOANS RECEIVABLE AND INVESTME_2
LOANS RECEIVABLE AND INVESTMENTS (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Loans Receivable And Investments [Abstract] | |
Summary of Net Loans Receivable and Investments | The following is a summary of our loans receivable and investments, net, including amortized cost, fair value and unrealized gains or losses on available-for-sale investments: 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 (1) Investments in government-sponsored pool loans have contractual maturity dates in 2023. (2) |
INTANGIBLES (Tables)
INTANGIBLES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Intangible Assets, Intangible Liabilities, And Goodwill Disclosure [Abstract] | |
Schedule of Intangibles | The following is a summary of our intangibles: 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 |
OTHER ASSETS (Tables)
OTHER ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Summary of Other Assets | The following is a summary of our other assets: 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 |
SENIOR NOTES PAYABLE AND OTHE_2
SENIOR NOTES PAYABLE AND OTHER DEBT (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Summary of Senior Notes Payable and Other Debt | The following is a summary of our senior notes payable and other debt: 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) |
Scheduled Maturities of Borrowing Arrangements and Other Provisions Excluding Capital Lease Obligations | As of March 31, 2019 , our indebtedness had the following maturities: 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% |
FAIR VALUES OF FINANCIAL INST_2
FAIR VALUES OF FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Carrying Amounts and Fair Values of Financial Instruments | he carrying amounts and fair values of our financial instruments were as follows: 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 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income | The following is a summary of our accumulated other comprehensive loss: 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 ) |
EARNINGS PER COMMON SHARE (Tabl
EARNINGS PER COMMON SHARE (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings Per Common Share | The following table shows the amounts used in computing our basic and diluted earnings per share: 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 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Summary information by reportable business segment | Summary information by reportable business segment is as follows: For the Three Months Ended March 31,2019 Triple-Net Senior Office All 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 |
Capital expenditures, including investments in real estate property and development project expenditures, by reportable business segment | Capital expenditures, including investments in real estate property and development project expenditures, by reportable business segment are as follows: 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 |
Revenues from external customers by geographic area | Our portfolio of properties and mortgage loan and other investments are located in the United States, Canada and the United Kingdom. Revenues are attributed to an individual country based on the location of each property. Geographic information regarding our operations is as follows: 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 |
Net real estate property by geographic area | 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 |
CONDENSED CONSOLIDATING INFOR_2
CONDENSED CONSOLIDATING INFORMATION (Unaudited) (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Condensed Consolidating Balance Sheet | The following pages summarize our condensed consolidating information as of March 31, 2019 and December 31, 2018 and for the three months ended March 31, 2019 and 2018 . CONDENSED CONSOLIDATING BALANCE SHEET 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 CONDENSED CONSOLIDATING BALANCE SHEET 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 |
Condensed Consolidating Statement of Income | CONDENSED CONSOLIDATING STATEMENT OF INCOME 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 CONDENSED CONSOLIDATING STATEMENT OF INCOME 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 |
Condensed Consolidating Statement of Comprehensive Income | CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME 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 |
Condensed Consolidating Statement of Cash Flows | CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS 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 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS 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 |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details) | Mar. 31, 2019propertytenant |
Real estate properties | |
Number of real estate properties | 1,200 |
Largest tenants | tenant | 3 |
Brookdale Senior Living | |
Real estate properties | |
Number of real estate properties | 129 |
Number of Brookdale Senior Living properties excluded from count | 2 |
Ardent | |
Real estate properties | |
Number of real estate properties | 11 |
Kindred | |
Real estate properties | |
Number of real estate properties | 32 |
Development Projects | |
Real estate properties | |
Number of real estate properties | 17 |
Development Projects | Unconsolidated Real Estate Entities | |
Real estate properties | |
Number of real estate properties | 4 |
Triple-Net Leased Properties | |
Real estate properties | |
Number of real estate properties | 438 |
Seniors Housing Communities | |
Real estate properties | |
Number of independent third party managed properties | 363 |
ACCOUNTING POLICIES - Schedule
ACCOUNTING POLICIES - Schedule of VIEs (Details) - Variable Interest Entity - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
NHP/PMB L.P. | ||
Variable Interest Entity | ||
Total assets | $ 681,617 | $ 673,467 |
Total liabilities | 251,640 | 238,147 |
Other Identified VIEs | ||
Variable Interest Entity | ||
Total assets | 2,121,897 | 2,075,499 |
Total liabilities | 440,507 | 402,478 |
Tax Credit VIEs | ||
Variable Interest Entity | ||
Total assets | 803,087 | 797,077 |
Total liabilities | $ 316,818 | $ 298,154 |
ACCOUNTING POLICIES - Redeemabl
ACCOUNTING POLICIES - Redeemable OP Unitholder and Noncontrolling Interest (Details) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2019USD ($)shares | Dec. 31, 2018USD ($) | |
Redeemable Noncontrolling Interest | ||
Redeemable OP unitholder interest, fair value | $ | $ 191.3 | $ 174.6 |
NHP/PMB L.P. | ||
Redeemable Noncontrolling Interest | ||
Unit conversion factor for common stock | 0.9051 | |
NHP/PMB L.P. | Limited Partner | Class A | ||
Redeemable Noncontrolling Interest | ||
Limited partners' units outstanding | 3.3 | |
Percentage of limited partner ownership interest on total units outstanding | 31.00% | |
NHP/PMB L.P. | General Partner | Class B | ||
Redeemable Noncontrolling Interest | ||
General partners' units outstanding | 7.3 | |
Percentage of general partner ownership interest on total units outstanding | 69.00% |
ACCOUNTING POLICIES - Accountin
ACCOUNTING POLICIES - Accounting for Historic and New Markets Tax Credits (Details) | Mar. 31, 2019property |
Real Estate | |
Number of real estate properties | 1,200 |
Maximum of qualified investment potentially received as new market tax credit | 39.00% |
Amount of recapture per year historic tax credits are subject to one year after completion of project | 20.00% |
Amount of recapture new market tax credits are subject to until the end of the seventh year following the qualified investment | 100.00% |
Real estate properties that qualify for certain tax credits | |
Real Estate | |
Number of real estate properties | 9 |
ACCOUNTING POLICIES - Assets He
ACCOUNTING POLICIES - Assets Held for Sale and Discontinued Operations (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
New Accounting Pronouncements or Change in Accounting Principle | |||
Cumulative effect adjustment to retained earnings | $ 637 | $ 30,643 | |
Accounting Standards Update 2017-05 | |||
New Accounting Pronouncements or Change in Accounting Principle | |||
Cumulative effect adjustment to retained earnings | $ 31,200 |
ACCOUNTING POLICIES - Revenue R
ACCOUNTING POLICIES - Revenue Recognition (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Revenue from Contract with Customer [Abstract] | ||
Straight-line rent receivables | $ 258,136 | |
Straight-line rent receivables, net | $ 250,023 | |
Straight-line rent receivables, allowance | $ 44,600 |
ACCOUNTING POLICIES - Recently
ACCOUNTING POLICIES - Recently Issued or Adopted Accounting Standards (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
New Accounting Pronouncements or Change in Accounting Principle | ||||
Operating lease assets | $ 359,025 | $ 0 | ||
Operating lease liabilities | $ 214,046 | 0 | ||
Cumulative effect adjustment to retained earnings | 637 | $ 30,643 | ||
Minimum | ||||
New Accounting Pronouncements or Change in Accounting Principle | ||||
Operating lease, discount rate | 6.15% | |||
Maximum | ||||
New Accounting Pronouncements or Change in Accounting Principle | ||||
Operating lease, discount rate | 7.60% | |||
Accounting Standards Update 2016-02 | ||||
New Accounting Pronouncements or Change in Accounting Principle | ||||
Operating lease assets | $ 361,700 | |||
Operating lease liabilities | $ 216,900 | |||
Cumulative effect adjustment to retained earnings | $ 600 |
CONCENTRATION OF CREDIT RISK -
CONCENTRATION OF CREDIT RISK - (Details) - Customer Concentration Risk | 3 Months Ended |
Mar. 31, 2019stateprovince | |
Concentration Risk | |
Number of states in which entity operates | 45 |
Number of states accounting for more than 10% of total revenues and net operating income | 1 |
Continuing revenues and NOI threshold | 10.00% |
CANADA | |
Concentration Risk | |
Number of Canadian provinces in which entity operates | province | 7 |
Total Gross Book Value of Properties | Hospitals, Medical Office Building, and Other | |
Concentration Risk | |
Concentration percentage | 38.50% |
Total Gross Book Value of Properties | Seniors Housing Communities | Senior Living Operations | |
Concentration Risk | |
Concentration percentage | 39.70% |
Total Gross Book Value of Properties | Seniors Housing Communities | Triple-Net Leased Properties | |
Concentration Risk | |
Concentration percentage | 21.80% |
Atria | Total Gross Book Value of Properties | |
Concentration Risk | |
Concentration percentage | 22.30% |
Sunrise | Total Gross Book Value of Properties | |
Concentration Risk | |
Concentration percentage | 11.00% |
Brookdale Senior Living | Total Gross Book Value of Properties | |
Concentration Risk | |
Concentration percentage | 8.40% |
Ardent | Total Gross Book Value of Properties | |
Concentration Risk | |
Concentration percentage | 5.10% |
Eclipse Senior Living | Total Gross Book Value of Properties | |
Concentration Risk | |
Concentration percentage | 3.90% |
Kindred | Total Gross Book Value of Properties | |
Concentration Risk | |
Concentration percentage | 1.10% |
CONCENTRATION OF CREDIT RISK _2
CONCENTRATION OF CREDIT RISK - Triple-Net Leased Properties (Details) - board_member | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Ardent | ||
Concentration Risk | ||
Ownership interests accounted for under the equity method | 9.80% | |
Number of Board Members Appointed | 1 | |
Number of Board Members | 11 | |
Brookdale Senior Living | Revenues | ||
Concentration Risk | ||
Concentration percentage | 4.80% | 4.60% |
Brookdale Senior Living | NOI | ||
Concentration Risk | ||
Concentration percentage | 8.80% | 8.10% |
Ardent | Revenues | ||
Concentration Risk | ||
Concentration percentage | 3.10% | 3.00% |
Ardent | NOI | ||
Concentration Risk | ||
Concentration percentage | 5.70% | 5.40% |
Kindred | Revenues | ||
Concentration Risk | ||
Concentration percentage | 3.40% | 3.40% |
Kindred | NOI | ||
Concentration Risk | ||
Concentration percentage | 6.20% | 6.10% |
CONCENTRATION OF CREDIT RISK _3
CONCENTRATION OF CREDIT RISK - Senior Living Operations (Details) | Mar. 31, 2019board_memberproperty |
Atria | |
Concentration Risk | |
Ownership interests accounted for under the equity method | 34.00% |
Number of Board Members Appointed | 2 |
Number of Board Members | 6 |
Eclipse Senior Living | |
Concentration Risk | |
Ownership interests accounted for under the equity method | 34.00% |
Number of Board Members Appointed | 2 |
Number of Board Members | 6 |
Remaining ownership percentage retained by investee | 66.00% |
Seniors Housing Communities | |
Concentration Risk | |
Number of independent third party managed properties | property | 363 |
Seniors Housing Communities | Atria, Sunrise and ESL | |
Concentration Risk | |
Number of independent third party managed properties | property | 337 |
Consolidated Seniors Housing Communities | |
Concentration Risk | |
Number of independent third party managed properties | property | 358 |
DISPOSITIONS - DISPOSITIONS - (
DISPOSITIONS - DISPOSITIONS - (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019USD ($)property | Mar. 31, 2018USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Proceeds from Sale of Real Estate | $ 17,600 | |
Gain on real estate dispositions | 5,447 | $ 48 |
Impairment of Real Estate | $ 10,200 | $ 7,000 |
Triple-Net Leased Properties | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Number of Real Estate Properties Sold | property | 1 | |
Medical Office Buildings | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Number of Real Estate Properties Sold | property | 3 |
DISPOSITIONS - Real Estate Asse
DISPOSITIONS - Real Estate Assets Held For Sale (Details) $ in Thousands | Mar. 31, 2019USD ($)property | Dec. 31, 2018USD ($)property |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Number of properties held for sale | property | 3 | 1 |
Assets held for sale | $ 5,978 | $ 5,454 |
Liabilities related to assets held for sale | $ 947 | $ 205 |
Triple-Net Leased Properties | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Number of properties held for sale | property | 1 | 1 |
Assets held for sale | $ 3,293 | $ 5,482 |
Liabilities related to assets held for sale | $ 235 | $ 40 |
Office Operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Number of properties held for sale | property | 2 | 0 |
Assets held for sale | $ 2,518 | $ 160 |
Liabilities related to assets held for sale | $ 704 | $ 152 |
Senior Living Operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Number of properties held for sale | property | 0 | 0 |
Assets held for sale | $ 167 | $ (188) |
Liabilities related to assets held for sale | $ 8 | $ 13 |
LOANS RECEIVABLE AND INVESTME_3
LOANS RECEIVABLE AND INVESTMENTS - LOANS RECEIVABLE AND INVESTMENTS - (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Loans Receivable And Investments [Abstract] | ||
Total loans receivable and investments, net, carrying amount | $ 769,454 | $ 756,475 |
LOANS RECEIVABLE AND INVESTME_4
LOANS RECEIVABLE AND INVESTMENTS (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Accounts, Notes, Loans and Financing Receivable | ||
Debt securities, available-for-sale, carrying value | $ 215,884 | $ 206,442 |
Debt securities, available-for-sale, fair value | 215,884 | 206,442 |
Non-mortgage loans receivable, net | 57,226 | 54,164 |
Total loans receivable and investments, net, carrying amount | 769,454 | 756,475 |
Total loans receivable and investments, net, amortized cost | 744,417 | 740,729 |
Total loans receivable and investments, net, fair value | 754,803 | 742,191 |
Total loans receivable and investments, net, unrealized gain | 25,037 | 15,746 |
Non-Mortgage Loans Receivable, Net | ||
Accounts, Notes, Loans and Financing Receivable | ||
Non-mortgage loans receivable, net | 57,226 | 54,164 |
Non-mortgage loans receivable, amortized cost | 57,226 | 54,164 |
Non-mortgage loans receivable, fair value | 57,373 | 54,081 |
Non-mortgage loans receivable, net, unrealized gain | 0 | 0 |
Secured/mortgage loans and other, net | ||
Accounts, Notes, Loans and Financing Receivable | ||
Debt securities, held-to-maturity | 439,462 | 439,491 |
Debt securities, held-to-maturity, fair value | 424,664 | 425,290 |
Debt securities, held-to-maturity, accumulated unrecognized gain | 0 | 0 |
Government-sponsored pooled loan investments, net | ||
Accounts, Notes, Loans and Financing Receivable | ||
Debt securities, available-for-sale, carrying value | 56,882 | 56,378 |
Debt securities, available-for-sale, amortized cost | 50,199 | 49,601 |
Debt securities, available-for-sale, fair value | 56,882 | 56,378 |
Debt securities, available-for-sale, unrealized gain | 6,683 | 6,777 |
Total investments reported as secured loans receivable and investments, net | ||
Accounts, Notes, Loans and Financing Receivable | ||
Debt securities, available-for-sale, unrealized gain | 6,683 | 6,777 |
Debt Securities, Available-for-sale and Held-to-maturity | 496,344 | 495,869 |
Debt securities, available-for-sale and held-to-maturity, amortized cost | 489,661 | 489,092 |
Debt securities, Available-for-Sale and Held-to-Maturity, fair value | 481,546 | 481,668 |
Senior unsecured notes | ||
Accounts, Notes, Loans and Financing Receivable | ||
Debt securities, available-for-sale, carrying value | 215,884 | 206,442 |
Debt securities, available-for-sale, amortized cost | 197,530 | 197,473 |
Debt securities, available-for-sale, fair value | 215,884 | 206,442 |
Debt securities, available-for-sale, unrealized gain | $ 18,354 | $ 8,969 |
INVESTMENTS IN UNCONSOLIDATED_2
INVESTMENTS IN UNCONSOLIDATED ENTITIES (Details) $ in Millions | 1 Months Ended | 3 Months Ended | ||
Mar. 31, 2018USD ($)joint_venture | Mar. 31, 2019USD ($)property | Mar. 31, 2018USD ($)joint_venture | Jul. 31, 2018 | |
Equity method investments | ||||
Ownership interest in properties | 90.00% | |||
Number of real estate properties | property | 1,200 | |||
Impairment loss on equity method investment in a real estate joint venture | $ | $ 35.7 | |||
Management Service | ||||
Equity method investments | ||||
Management fees | $ | $ 0.7 | $ 1.7 | ||
Atria | ||||
Equity method investments | ||||
Ownership interests accounted for under the equity method | 34.00% | |||
Eclipse Senior Living | ||||
Equity method investments | ||||
Ownership interests accounted for under the equity method | 34.00% | |||
Ardent | ||||
Equity method investments | ||||
Ownership interests accounted for under the equity method | 9.80% | |||
Real Estate Joint Ventures | ||||
Equity method investments | ||||
Ownership interests accounted for under the equity method | 25.00% | 25.00% | ||
Number of real estate properties | property | 6 | |||
Equity investments in an unconsolidated real estate venture with recognized impairment | joint_venture | 1 | 1 |
INTANGIBLES (Details)
INTANGIBLES (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Intangible assets: | ||
Intangible assets | $ 1,279,490 | $ 1,502,955 |
Goodwill | 1,050,876 | 1,050,548 |
Accumulated amortization | (910,861) | (921,107) |
Net intangible assets | $ 1,455,298 | $ 1,668,155 |
Finite-lived intangible assets, remaining amortization period | 11 years 2 months 12 days | 22 years 10 months 24 days |
Intangible liabilities: | ||
Below market lease intangibles | $ 356,757 | $ 356,771 |
Other lease intangibles | 13,498 | 31,418 |
Accumulated amortization | (196,405) | (191,909) |
Purchase option intangibles | 3,568 | 3,568 |
Net intangible liabilities | $ 177,418 | $ 199,848 |
Below market leases, remaining weighted average amortization period (in years) | 14 years 7 months 6 days | 14 years 4 months 24 days |
Other lease intangibles, remaining weighted average amortization period (in years) | 46 years 6 months | |
Net intangible liabilities, remaining weighted average amortization period (in years) | 14 years 7 months 6 days | 17 years 2 months 12 days |
Above Market Lease Intangibles | ||
Intangible assets: | ||
Intangible assets | $ 181,259 | $ 181,393 |
Finite-lived intangible assets, remaining amortization period | 6 years 7 months 6 days | 6 years 8 months 12 days |
In-place and Other Lease Intangibles | ||
Intangible assets: | ||
Intangible assets | $ 1,098,231 | $ 1,321,562 |
Finite-lived intangible assets, remaining amortization period | 11 years 10 months 24 days | 24 years 8 months 12 days |
Other Intangibles | ||
Intangible assets: | ||
Other intangibles | $ 35,793 | $ 35,759 |
Finite-lived intangible assets, remaining amortization period | 11 years 7 months 6 days | 11 years 9 months 18 days |
OTHER ASSETS (Details)
OTHER ASSETS (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Straight-line rent receivables | $ 258,136 | |
Straight-line rent receivables | $ 250,023 | |
Non-mortgage loans receivable, net | 57,226 | 54,164 |
Debt securities, available-for-sale, carrying value | 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 |
SENIOR NOTES PAYABLE AND OTHE_3
SENIOR NOTES PAYABLE AND OTHER DEBT - Summary of Senior Notes Payables and Other Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Feb. 28, 2019 | Jan. 03, 2019 | Dec. 31, 2018 |
Debt instruments | ||||
Senior notes payable and other debt, gross | $ 10,789,178 | |||
Long-term debt and short-term borrowings, gross | 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 | ||
Unsecured revolving credit facility (1) | Revolving Credit Facility | ||||
Debt instruments | ||||
Senior notes payable and other debt, gross | 52,135 | 765,919 | ||
Unsecured revolving credit facility (1) | Revolving Credit Facility | Borrowings Originally Denominated in CAD | ||||
Debt instruments | ||||
Senior notes payable and other debt, gross | 24,000 | 23,100 | ||
Unsecured revolving credit facility (1) | Revolving Credit Facility | Borrowings Originally Denominated in GBP | ||||
Debt instruments | ||||
Senior notes payable and other debt, gross | 28,200 | 27,800 | ||
Secured revolving construction credit facility due 2022 | Revolving Credit Facility | ||||
Debt instruments | ||||
Senior notes payable and other debt, gross | 104,629 | 90,488 | ||
3.00% Senior Notes, Series A due 2019 | ||||
Debt instruments | ||||
Senior notes payable and other debt, gross | $ 299,760 | 293,319 | ||
Interest rate | 3.00% | |||
2.70% Senior Notes due 2020 | ||||
Debt instruments | ||||
Senior notes payable and other debt, gross | $ 500,000 | 500,000 | ||
Interest rate | 2.70% | |||
4.25% Senior Notes due 2022 | ||||
Debt instruments | ||||
Senior notes payable and other debt, gross | $ 600,000 | 600,000 | ||
Interest rate | 4.25% | |||
3.25% Senior Notes due 2022 | ||||
Debt instruments | ||||
Senior notes payable and other debt, gross | $ 500,000 | 500,000 | ||
Interest rate | 3.25% | |||
3.30% Senior Notes, Series C due 2022 | ||||
Debt instruments | ||||
Senior notes payable and other debt, gross | $ 187,350 | 183,325 | ||
Interest rate | 3.30% | |||
Unsecured Term Loan due 2023 | ||||
Debt instruments | ||||
Senior notes payable and other debt, gross | $ 300,000 | 300,000 | ||
3.125% Senior Notes due 2023 | ||||
Debt instruments | ||||
Senior notes payable and other debt, gross | $ 400,000 | 400,000 | ||
Interest rate | 3.125% | |||
3.10% Senior Notes due 2023 | ||||
Debt instruments | ||||
Senior notes payable and other debt, gross | $ 400,000 | 400,000 | ||
Interest rate | 3.10% | |||
2.55% Senior Notes, Series D due 2023 | ||||
Debt instruments | ||||
Senior notes payable and other debt, gross | $ 206,085 | 201,657 | ||
Interest rate | 2.55% | |||
Unsecured Term Loan due 2024 | ||||
Debt instruments | ||||
Senior notes payable and other debt, gross | $ 600,000 | 600,000 | ||
3.50% Senior Notes due 2024 | ||||
Debt instruments | ||||
Senior notes payable and other debt, gross | $ 400,000 | $ 400,000 | 0 | |
Interest rate | 3.50% | 3.50% | ||
3.75% Senior Notes due 2024 | ||||
Debt instruments | ||||
Senior notes payable and other debt, gross | $ 400,000 | 400,000 | ||
Interest rate | 3.75% | |||
4.125% Senior Notes, Series B due 2024 | ||||
Debt instruments | ||||
Senior notes payable and other debt, gross | $ 187,350 | 183,324 | ||
Interest rate | 4.125% | |||
3.50% Senior Notes due 2025 | ||||
Debt instruments | ||||
Senior notes payable and other debt, gross | $ 600,000 | 600,000 | ||
Interest rate | 3.50% | |||
4.125% Senior Notes due 2026 | ||||
Debt instruments | ||||
Senior notes payable and other debt, gross | $ 500,000 | 500,000 | ||
Interest rate | 4.125% | |||
3.25% Senior Notes due 2026 | ||||
Debt instruments | ||||
Senior notes payable and other debt, gross | $ 450,000 | 450,000 | ||
Interest rate | 3.25% | |||
3.85% Senior Notes Due 2027 | ||||
Debt instruments | ||||
Senior notes payable and other debt, gross | $ 400,000 | 400,000 | ||
Interest rate | 3.85% | |||
4.00% Senior Notes due 2028 | ||||
Debt instruments | ||||
Senior notes payable and other debt, gross | $ 650,000 | 650,000 | ||
Interest rate | 4.00% | |||
4.40% Senior Notes due 2029 | ||||
Debt instruments | ||||
Senior notes payable and other debt, gross | $ 750,000 | 750,000 | ||
Interest rate | 4.40% | |||
6.90% Senior Notes due 2037 | ||||
Debt instruments | ||||
Senior notes payable and other debt, gross | $ 52,400 | 52,400 | ||
Interest rate | 6.90% | |||
6.59% Senior Notes due 2038 | ||||
Debt instruments | ||||
Senior notes payable and other debt, gross | $ 22,823 | 22,823 | ||
Interest rate | 6.59% | |||
5.45% Senior Notes due 2043 | ||||
Debt instruments | ||||
Senior notes payable and other debt, gross | $ 0 | $ 258,750 | ||
Interest rate | 5.45% | 5.45% | ||
5.70% Senior Notes due 2043 | ||||
Debt instruments | ||||
Senior notes payable and other debt, gross | $ 300,000 | $ 300,000 | ||
Interest rate | 5.70% | |||
4.375% Senior Notes due 2045 | ||||
Debt instruments | ||||
Senior notes payable and other debt, gross | $ 300,000 | 300,000 | ||
Interest rate | 4.375% | |||
4.875% Senior Notes due 2049 | ||||
Debt instruments | ||||
Senior notes payable and other debt, gross | $ 300,000 | $ 300,000 | 0 | |
Interest rate | 4.875% | 4.875% | ||
Mortgages Loans and Other | ||||
Debt instruments | ||||
Senior notes payable and other debt, gross | $ 1,131,646 | $ 1,127,697 |
SENIOR NOTES PAYABLE AND OTHE_4
SENIOR NOTES PAYABLE AND OTHER DEBT - Indebtedness of Maturities (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Scheduled maturities of borrowing arrangements and other provisions excluding capital lease obligations | ||
2019 | $ 604,256 | |
2020 | 611,912 | |
2021 | 133,683 | |
2022 | 1,523,059 | |
2023 | 1,555,826 | |
Thereafter | 6,360,442 | |
Total maturities | 10,789,178 | |
Long-term debt and short-term borrowings, gross | 10,789,178 | $ 10,829,702 |
Unrestricted cash and cash equivalents | 82,514 | $ 72,277 |
Revolving credit facility borrowings outstanding, net of cash and cash equivalents | 164,600 | |
Unsecured Revolving Credit Facility and Commercial Paper | ||
Scheduled maturities of borrowing arrangements and other provisions excluding capital lease obligations | ||
2019 | 195,000 | |
2020 | 0 | |
2021 | 52,135 | |
2022 | 0 | |
2023 | 0 | |
Thereafter | 0 | |
Total maturities | 247,135 | |
Principal Amount Due at Maturity | ||
Scheduled maturities of borrowing arrangements and other provisions excluding capital lease obligations | ||
2019 | 397,176 | |
2020 | 596,590 | |
2021 | 67,316 | |
2022 | 1,510,316 | |
2023 | 1,546,722 | |
Thereafter | 6,280,279 | |
Total maturities | 10,398,399 | |
Scheduled Periodic Amortization | ||
Scheduled maturities of borrowing arrangements and other provisions excluding capital lease obligations | ||
2019 | 12,080 | |
2020 | 15,322 | |
2021 | 14,232 | |
2022 | 12,743 | |
2023 | 9,104 | |
Thereafter | 80,163 | |
Total maturities | 143,644 | |
Senior Notes Included in Thereafter Maturities | 6.90% Senior Notes due 2037, subject to repurchase at option of holders | ||
Scheduled maturities of borrowing arrangements and other provisions excluding capital lease obligations | ||
Total maturities | $ 52,400 | |
Interest rate | 6.90% | |
Senior Notes Included in Thereafter Maturities | 6.59% Senior Notes due 2038, subject to repurchase at option of holders | ||
Scheduled maturities of borrowing arrangements and other provisions excluding capital lease obligations | ||
Total maturities | $ 22,800 | |
Interest rate | 6.59% | |
Revolving Credit Facility | ||
Scheduled maturities of borrowing arrangements and other provisions excluding capital lease obligations | ||
Revolving credit facility borrowings outstanding, net of cash and cash equivalents | $ 52,100 |
SENIOR NOTES PAYABLE AND OTHE_5
SENIOR NOTES PAYABLE AND OTHER DEBT - Credit Facilities and Unsecured Term Loans (Details) | 3 Months Ended | |
Mar. 31, 2019USD ($)period | Dec. 31, 2018USD ($) | |
Debt instruments | ||
Revolving credit facility borrowings outstanding | $ 164,600,000 | |
Commercial paper program capacity | 1,000,000,000 | |
Senior notes payable and other debt, gross | 10,789,178,000 | |
Unsecured Term Loan due 2023 | ||
Debt instruments | ||
Senior notes payable and other debt, gross | 300,000,000 | $ 300,000,000 |
Unsecured Term Loan due 2024 | ||
Debt instruments | ||
Senior notes payable and other debt, gross | 600,000,000 | $ 600,000,000 |
Unsecured Term Loan Due Facility | ||
Debt instruments | ||
Senior notes payable and other debt, gross | $ 900,000,000 | |
Unsecured Term Loan Due Facility | LIBOR | ||
Debt instruments | ||
Variable interest rate | 0.90% | |
Secured Revolving Construction Credit Facility due 2022 | ||
Debt instruments | ||
Revolving credit facility, maximum borrowing capacity | $ 400,000,000 | |
Revolving credit facility borrowings outstanding | 104,600,000 | |
Revolving credit facility unused borrowing capacity | 295,400,000 | |
Revolving Credit Facility | ||
Debt instruments | ||
Revolving credit facility, maximum borrowing capacity | $ 3,000,000,000 | |
Additional periods | period | 2 | |
Additional period term | 6 months | |
Revolving credit facility borrowings outstanding | $ 52,100,000 | |
Letters of credit outstanding | 23,100,000 | |
Revolving credit facility unused borrowing capacity | $ 2,900,000,000 | |
Revolving Credit Facility | LIBOR | ||
Debt instruments | ||
Variable interest rate | 0.875% | |
Revolving Credit Facility | Accordion Feature | ||
Debt instruments | ||
Revolving credit facility, maximum borrowing capacity | $ 3,750,000,000 | |
Unsecured Term Loan Due Facility | Accordion Feature | ||
Debt instruments | ||
Potential borrowing capacity under accordion feature | $ 1,500,000,000 |
SENIOR NOTES PAYABLE AND OTHE_6
SENIOR NOTES PAYABLE AND OTHER DEBT - Senior Notes (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Feb. 28, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Jan. 03, 2019 | |
Debt instruments | |||||
Senior notes payable and other debt, gross | $ 10,789,178 | ||||
Loss on extinguishment of debt, net | 405 | $ 10,977 | |||
Proceeds from issuance of debt | 706,591 | $ 738,519 | |||
5.45% Senior Notes due 2043 | |||||
Debt instruments | |||||
Senior notes payable and other debt, gross | 0 | $ 258,750 | |||
Interest rate | 5.45% | 5.45% | |||
Loss on extinguishment of debt, net | 400 | $ 7,100 | |||
Senior notes redeemed | $ 258,800 | ||||
3.50% Senior Notes due 2024 | |||||
Debt instruments | |||||
Senior notes payable and other debt, gross | $ 400,000 | $ 400,000 | 0 | ||
Interest rate | 3.50% | 3.50% | |||
Public offering price as percent of par | 99.88% | ||||
Proceeds from issuance of debt | $ 399,500 | ||||
4.875% Senior Notes due 2049 | |||||
Debt instruments | |||||
Senior notes payable and other debt, gross | $ 300,000 | $ 300,000 | $ 0 | ||
Interest rate | 4.875% | 4.875% | |||
Public offering price as percent of par | 99.77% | ||||
Proceeds from issuance of debt | $ 299,300 |
SENIOR NOTES PAYABLE AND OTHE_7
SENIOR NOTES PAYABLE AND OTHER DEBT - Commercial Paper Program (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
Commercial paper program capacity | $ 1,000,000 | |
Commercial paper program | $ 195,000 | $ 0 |
FAIR VALUES OF FINANCIAL INST_3
FAIR VALUES OF FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Assets: | ||
Cash and cash equivalents | $ 82,514 | $ 72,277 |
Non-mortgage loans receivable, net | 57,226 | 54,164 |
Debt securities, available-for-sale, carrying value | 215,884 | 206,442 |
Liabilities: | ||
Senior notes payable and other debt, gross | 10,789,178 | |
Redeemable OP Units, fair value | 191,300 | 174,600 |
Non-Mortgage Loan Receivable | ||
Assets: | ||
Non-mortgage loans receivable, net | 57,226 | 54,164 |
Non-mortgage loans receivable, fair value | 57,373 | 54,081 |
Secured/mortgage loans and other, net | ||
Assets: | ||
Debt securities, held-to-maturity | 439,462 | 439,491 |
Debt securities, held-to-maturity, fair value | 424,664 | 425,290 |
Government-Sponsored Pooled Loan Investments | ||
Assets: | ||
Debt securities, available-for-sale, carrying value | 56,882 | 56,378 |
Carrying Value | ||
Assets: | ||
Cash and cash equivalents | 82,514 | 72,277 |
Derivative instruments | 3,680 | 6,012 |
Liabilities: | ||
Senior notes payable and other debt, gross | 10,789,178 | 10,829,702 |
Derivative instruments | 7,258 | 4,561 |
Redeemable OP Units, carrying amount | 191,285 | 174,552 |
Carrying Value | Non-Mortgage Loan Receivable | ||
Assets: | ||
Non-mortgage loans receivable, net | 57,226 | 54,164 |
Carrying Value | Secured/mortgage loans and other, net | ||
Assets: | ||
Debt securities, held-to-maturity | 439,462 | 439,491 |
Carrying Value | Senior unsecured notes | ||
Assets: | ||
Debt securities, available-for-sale, carrying value | 215,884 | 206,442 |
Carrying Value | Government-Sponsored Pooled Loan Investments | ||
Assets: | ||
Debt securities, available-for-sale, carrying value | 56,882 | 56,378 |
Fair Value | ||
Assets: | ||
Cash and cash equivalents, fair value | 82,514 | 72,277 |
Derivative instruments | 3,680 | 6,012 |
Liabilities: | ||
Senior notes payable and other debt, gross, fair value | 10,897,452 | 10,617,074 |
Derivative instruments | 7,258 | 4,561 |
Redeemable OP Units, fair value | 191,285 | 174,552 |
Fair Value | Non-Mortgage Loan Receivable | ||
Assets: | ||
Non-mortgage loans receivable, fair value | 57,373 | 54,081 |
Fair Value | Secured/mortgage loans and other, net | ||
Assets: | ||
Debt securities, held-to-maturity, fair value | 424,664 | 425,290 |
Fair Value | Senior unsecured notes | ||
Assets: | ||
Debt securities, available-for-sale, carrying value | 215,884 | 206,442 |
Fair Value | Government-Sponsored Pooled Loan Investments | ||
Assets: | ||
Debt securities, available-for-sale, carrying value | $ 56,882 | $ 56,378 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Income tax benefit | $ 1,257 | $ 3,242 | |
Deferred income taxes | $ 205,056 | $ 205,219 |
STOCKHOLDERS' EQUITY - Capital
STOCKHOLDERS' EQUITY - Capital Stock (Details) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended |
Mar. 31, 2019USD ($)$ / sharesshares | |
Equity [Abstract] | |
Equity Offering Program, Authorized Offering Amount | $ 1,000 |
Stock Issued During Period, Shares, New Issues, Equity Offering Program | shares | 1.6 |
Stock issued during period, gross proceeds per share, equity offering program | $ / shares | $ 64.15 |
Stock Issued During Period, Value, New Issues, Equity Offering Program | $ 98.5 |
Equity offering program, remaining authorized offering amount | $ 900 |
STOCKHOLDERS' EQUITY - Summary
STOCKHOLDERS' EQUITY - Summary of Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Equity [Abstract] | ||
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) |
EARNINGS PER COMMON SHARE (Deta
EARNINGS PER COMMON SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Numerator for basic and diluted earnings per share: | ||
Income from continuing operations | $ 127,588 | $ 80,108 |
Discontinued operations | 0 | (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 (in shares) | 356,853 | 356,112 |
Effect of dilutive securities: | ||
Stock options (in shares) | 328 | 125 |
Restricted stock awards (in shares) | 440 | 188 |
OP Unitholder Interests (in shares) | 2,998 | 2,428 |
Denominator for diluted earnings per share—adjusted weighted average shares (in shares) | 360,619 | 358,853 |
Basic earnings per share: | ||
Income from continuing operations (in usd per share) | $ 0.36 | $ 0.22 |
Net income attributable to common stockholders (in usd per share) | 0.35 | 0.22 |
Diluted earnings per share: | ||
Income from continuing operations (in usd per share) | 0.35 | 0.22 |
Net income attributable to common stockholders (in usd per share) | 0.35 | 0.22 |
Dividends declared per common share | $ 0.7925 | $ 0.79 |
SEGMENT INFORMATION - Narrative
SEGMENT INFORMATION - Narrative (Details) | 3 Months Ended |
Mar. 31, 2019USD ($)segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | segment | 3 |
Intersegment sales and transfers | $ | $ 0 |
SEGMENT INFORMATION - Income St
SEGMENT INFORMATION - Income Statement (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenues: | ||
Rental income | $ 401,496 | $ 384,809 |
Income from loans and investments | 17,126 | 31,181 |
Interest and other income | 287 | 9,634 |
Total revenues | 942,874 | 943,705 |
Less: | ||
Interest and other income | 287 | 9,634 |
Property-level operating expenses | 430,504 | 412,913 |
Office building services costs | 633 | 115 |
Segment NOI | 511,450 | 521,043 |
Loss from unconsolidated entities | (946) | (40,739) |
Segment profit | 510,504 | 480,304 |
Interest and other income | 287 | 9,634 |
Interest expense | (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) |
Other | (23) | (3,120) |
Gain (Loss) on Disposition of Assets | 5,447 | 48 |
Income tax benefit | 1,257 | 3,242 |
Income from continuing operations | 127,588 | 80,108 |
Discontinued operations | 0 | (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 |
Resident Fees and Services | ||
Revenues: | ||
Other revenues | 521,447 | 514,753 |
Office Building and Other Services Revenue | ||
Revenues: | ||
Other revenues | 2,518 | 3,328 |
Operating Segments | Triple-Net Leased Properties | ||
Revenues: | ||
Rental income | 200,068 | 190,641 |
Income from loans and investments | 0 | 0 |
Interest and other income | 0 | 0 |
Total revenues | 200,068 | 191,783 |
Less: | ||
Interest and other income | 0 | 0 |
Property-level operating expenses | 7,433 | 0 |
Office building services costs | 0 | 0 |
Segment NOI | 192,635 | 191,783 |
Loss from unconsolidated entities | 508 | (38,654) |
Segment profit | 193,143 | 153,129 |
Interest and other income | 0 | 0 |
Operating Segments | Triple-Net Leased Properties | Resident Fees and Services | ||
Revenues: | ||
Other revenues | 0 | 0 |
Operating Segments | Triple-Net Leased Properties | Office Building and Other Services Revenue | ||
Revenues: | ||
Other revenues | 0 | 1,142 |
Operating Segments | Senior Living Operations | ||
Revenues: | ||
Rental income | 0 | 0 |
Income from loans and investments | 0 | 0 |
Interest and other income | 0 | 0 |
Total revenues | 521,447 | 514,753 |
Less: | ||
Interest and other income | 0 | 0 |
Property-level operating expenses | 360,986 | 352,220 |
Office building services costs | 0 | 0 |
Segment NOI | 160,461 | 162,533 |
Loss from unconsolidated entities | (934) | (641) |
Segment profit | 159,527 | 161,892 |
Interest and other income | 0 | 0 |
Operating Segments | Senior Living Operations | Resident Fees and Services | ||
Revenues: | ||
Other revenues | 521,447 | 514,753 |
Operating Segments | Senior Living Operations | Office Building and Other Services Revenue | ||
Revenues: | ||
Other revenues | 0 | 0 |
Operating Segments | Office Operations | ||
Revenues: | ||
Rental income | 201,428 | 194,168 |
Income from loans and investments | 0 | 0 |
Interest and other income | 0 | 0 |
Total revenues | 203,203 | 195,802 |
Less: | ||
Interest and other income | 0 | 0 |
Property-level operating expenses | 62,085 | 60,693 |
Office building services costs | 633 | 115 |
Segment NOI | 140,485 | 134,994 |
Loss from unconsolidated entities | 229 | (620) |
Segment profit | 140,714 | 134,374 |
Interest and other income | 0 | 0 |
Operating Segments | Office Operations | Resident Fees and Services | ||
Revenues: | ||
Other revenues | 0 | 0 |
Operating Segments | Office Operations | Office Building and Other Services Revenue | ||
Revenues: | ||
Other revenues | 1,775 | 1,634 |
All Other | ||
Revenues: | ||
Rental income | 0 | 0 |
Income from loans and investments | 17,126 | 31,181 |
Interest and other income | 287 | 9,634 |
Total revenues | 18,156 | 41,367 |
Less: | ||
Interest and other income | 287 | 9,634 |
Property-level operating expenses | 0 | 0 |
Office building services costs | 0 | 0 |
Segment NOI | 17,869 | 31,733 |
Loss from unconsolidated entities | (749) | (824) |
Segment profit | 17,120 | 30,909 |
Interest and other income | 287 | 9,634 |
All Other | Resident Fees and Services | ||
Revenues: | ||
Other revenues | 0 | 0 |
All Other | Office Building and Other Services Revenue | ||
Revenues: | ||
Other revenues | $ 743 | $ 552 |
SEGMENT INFORMATION - Capital E
SEGMENT INFORMATION - Capital Expenditures (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Segment Reporting Information | ||
Capital expenditures | $ 84,704 | $ 105,956 |
Operating Segments | Triple-Net Leased Properties | ||
Segment Reporting Information | ||
Capital expenditures | 8,591 | 5,668 |
Operating Segments | Senior Living Operations | ||
Segment Reporting Information | ||
Capital expenditures | 26,959 | 30,577 |
Operating Segments | Office Operations | ||
Segment Reporting Information | ||
Capital expenditures | $ 49,154 | $ 69,711 |
SEGMENT INFORMATION - Revenue a
SEGMENT INFORMATION - Revenue and Net Real Estate Property (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Revenues: | |||
Total revenues | $ 942,874 | $ 943,705 | |
Net real estate property: | |||
Total net real estate property | 20,129,597 | $ 20,093,657 | |
United States | |||
Revenues: | |||
Total revenues | 888,281 | 887,745 | |
Net real estate property: | |||
Total net real estate property | 18,879,373 | 18,861,163 | |
Canada | |||
Revenues: | |||
Total revenues | 47,597 | 48,536 | |
Net real estate property: | |||
Total net real estate property | 978,703 | 963,588 | |
United Kingdom | |||
Revenues: | |||
Total revenues | 6,996 | $ 7,424 | |
Net real estate property: | |||
Total net real estate property | $ 271,521 | $ 268,906 |
CONDENSED CONSOLIDATING INFOR_3
CONDENSED CONSOLIDATING INFORMATION (Unaudited) - Balance Sheet (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Assets | ||||
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 | ||
Investment in and advances to affiliates | 0 | 0 | ||
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: | ||||
Senior notes payable and other debt | 10,690,176 | 10,733,699 | ||
Intercompany loans | 0 | 0 | ||
Accrued interest | 81,766 | 99,667 | ||
Operating lease liabilities | 214,046 | 0 | ||
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 | ||
Total equity | 10,206,013 | 10,271,594 | $ 10,804,044 | $ 10,932,185 |
Total liabilities and equity | 22,668,097 | 22,584,555 | ||
Consolidated Elimination | ||||
Assets | ||||
Net real estate investments | 0 | 0 | ||
Cash and cash equivalents | 0 | 0 | ||
Escrow deposits and restricted cash | 0 | 0 | ||
Investment in and advances to affiliates | (18,359,851) | (18,382,790) | ||
Goodwill | 0 | 0 | ||
Assets held for sale | 0 | 0 | ||
Other assets | 0 | 0 | ||
Total assets | (18,359,851) | (18,382,790) | ||
Liabilities: | ||||
Senior notes payable and other debt | 0 | 0 | ||
Intercompany loans | 0 | 0 | ||
Accrued interest | 0 | 0 | ||
Operating lease liabilities | 0 | |||
Accounts payable and other liabilities | 0 | 0 | ||
Liabilities related to assets held for sale | 0 | 0 | ||
Deferred income taxes | 0 | 0 | ||
Total liabilities | 0 | 0 | ||
Redeemable OP unitholder and noncontrolling interests | 0 | 0 | ||
Total equity | (18,359,851) | (18,382,790) | ||
Total liabilities and equity | (18,359,851) | (18,382,790) | ||
Ventas, Inc. | ||||
Assets | ||||
Net real estate investments | 3,561 | 3,598 | ||
Cash and cash equivalents | 12,990 | 6,470 | ||
Escrow deposits and restricted cash | 2,947 | 4,211 | ||
Investment in and advances to affiliates | 15,633,653 | 15,656,592 | ||
Goodwill | 0 | 0 | ||
Assets held for sale | 0 | 0 | ||
Other assets | 73,163 | 45,989 | ||
Total assets | 15,726,314 | 15,716,860 | ||
Liabilities: | ||||
Senior notes payable and other debt | 0 | 0 | ||
Intercompany loans | 8,752,449 | 8,580,896 | ||
Accrued interest | (11,670) | (9,953) | ||
Operating lease liabilities | 12,541 | |||
Accounts payable and other liabilities | 311,104 | 319,753 | ||
Liabilities related to assets held for sale | 0 | 0 | ||
Deferred income taxes | 608 | 608 | ||
Total liabilities | 9,065,032 | 8,891,304 | ||
Redeemable OP unitholder and noncontrolling interests | 15,257 | 13,746 | ||
Total equity | 6,646,025 | 6,811,810 | ||
Total liabilities and equity | 15,726,314 | 15,716,860 | ||
Ventas Realty | ||||
Assets | ||||
Net real estate investments | 111,849 | 112,691 | ||
Cash and cash equivalents | 0 | 0 | ||
Escrow deposits and restricted cash | 128 | 128 | ||
Investment in and advances to affiliates | 2,726,198 | 2,726,198 | ||
Goodwill | 0 | 0 | ||
Assets held for sale | 0 | 0 | ||
Other assets | 4,395 | 4,443 | ||
Total assets | 2,842,570 | 2,843,460 | ||
Liabilities: | ||||
Senior notes payable and other debt | 8,552,905 | 8,620,867 | ||
Intercompany loans | (5,490,449) | (5,629,764) | ||
Accrued interest | 71,560 | 85,717 | ||
Operating lease liabilities | 521 | |||
Accounts payable and other liabilities | 18,763 | 19,178 | ||
Liabilities related to assets held for sale | 0 | 0 | ||
Deferred income taxes | 0 | 0 | ||
Total liabilities | 3,153,300 | 3,095,998 | ||
Redeemable OP unitholder and noncontrolling interests | 0 | 0 | ||
Total equity | (310,730) | (252,538) | ||
Total liabilities and equity | 2,842,570 | 2,843,460 | ||
Ventas Subsidiaries | ||||
Assets | ||||
Net real estate investments | 20,558,693 | 20,521,615 | ||
Cash and cash equivalents | 69,524 | 65,807 | ||
Escrow deposits and restricted cash | 54,642 | 54,848 | ||
Investment in and advances to affiliates | 0 | 0 | ||
Goodwill | 1,050,876 | 1,050,548 | ||
Assets held for sale | 5,978 | 5,454 | ||
Other assets | 719,351 | 708,753 | ||
Total assets | 22,459,064 | 22,407,025 | ||
Liabilities: | ||||
Senior notes payable and other debt | 2,137,271 | 2,112,832 | ||
Intercompany loans | (3,262,000) | (2,951,132) | ||
Accrued interest | 21,876 | 23,903 | ||
Operating lease liabilities | 200,984 | |||
Accounts payable and other liabilities | 733,840 | 747,099 | ||
Liabilities related to assets held for sale | 947 | 205 | ||
Deferred income taxes | 204,448 | 204,611 | ||
Total liabilities | 37,366 | 137,518 | ||
Redeemable OP unitholder and noncontrolling interests | 191,129 | 174,395 | ||
Total equity | 22,230,569 | 22,095,112 | ||
Total liabilities and equity | $ 22,459,064 | $ 22,407,025 |
CONDENSED CONSOLIDATING INFOR_4
CONDENSED CONSOLIDATING INFORMATION (Unaudited) - Statement of Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenues: | ||
Rental income | $ 401,496 | $ 384,809 |
Income from loans and investments | 17,126 | 31,181 |
Equity earnings in affiliates | 0 | 0 |
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 | 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 (Loss) on Disposition of Assets | 5,447 | 48 |
Income tax benefit | 1,257 | 3,242 |
Income from continuing operations | 127,588 | 80,108 |
Discontinued operations | 0 | (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 |
Resident Fees and Services | ||
Revenues: | ||
Other revenues | 521,447 | 514,753 |
Office Building and Other Services Revenue | ||
Revenues: | ||
Other revenues | 2,518 | 3,328 |
Consolidated Elimination | ||
Revenues: | ||
Rental income | 0 | 0 |
Income from loans and investments | 0 | 0 |
Equity earnings in affiliates | (97,274) | (59,651) |
Interest and other income | 0 | 0 |
Total revenues | (97,274) | (59,651) |
Expenses | ||
Interest | 0 | 0 |
Depreciation and amortization | 0 | 0 |
Property-level operating expenses | 0 | 0 |
Office building services costs | 0 | 0 |
General, administrative and professional fees | 0 | 0 |
Loss on extinguishment of debt, net | 0 | 0 |
Merger-related expenses and deal costs | 0 | 0 |
Other | 0 | 0 |
Total expenses | 0 | 0 |
Income before unconsolidated entities, real estate dispositions, income taxes, discontinued operations and noncontrolling interests | (97,274) | (59,651) |
Loss from unconsolidated entities | 0 | 0 |
Gain (Loss) on Disposition of Assets | 0 | 0 |
Income tax benefit | 0 | 0 |
Income from continuing operations | (97,274) | (59,651) |
Discontinued operations | 0 | 0 |
Net income | (97,274) | (59,651) |
Net income attributable to noncontrolling interests | 0 | 0 |
Net income attributable to common stockholders | (97,274) | (59,651) |
Consolidated Elimination | Resident Fees and Services | ||
Revenues: | ||
Other revenues | 0 | 0 |
Consolidated Elimination | Office Building and Other Services Revenue | ||
Revenues: | ||
Other revenues | 0 | 0 |
Ventas, Inc. | ||
Revenues: | ||
Rental income | 266 | 601 |
Income from loans and investments | 423 | 491 |
Equity earnings in affiliates | 97,834 | 60,297 |
Interest and other income | 12 | 9,323 |
Total revenues | 98,535 | 70,712 |
Expenses | ||
Interest | (20,672) | (28,694) |
Depreciation and amortization | 1,351 | 1,344 |
Property-level operating expenses | 0 | 0 |
Office building services costs | 0 | 0 |
General, administrative and professional fees | (8,667) | 557 |
Loss on extinguishment of debt, net | 0 | 168 |
Merger-related expenses and deal costs | 886 | 16,246 |
Other | (257) | 2,169 |
Total expenses | (27,359) | (8,210) |
Income before unconsolidated entities, real estate dispositions, income taxes, discontinued operations and noncontrolling interests | 125,894 | 78,922 |
Loss from unconsolidated entities | 0 | 0 |
Gain (Loss) on Disposition of Assets | 0 | 0 |
Income tax benefit | (109) | (209) |
Income from continuing operations | 125,785 | 78,713 |
Discontinued operations | 0 | (10) |
Net income | 125,785 | 78,703 |
Net income attributable to noncontrolling interests | 0 | 0 |
Net income attributable to common stockholders | 125,785 | 78,703 |
Ventas, Inc. | Resident Fees and Services | ||
Revenues: | ||
Other revenues | 0 | 0 |
Ventas, Inc. | Office Building and Other Services Revenue | ||
Revenues: | ||
Other revenues | 0 | 0 |
Ventas Realty | ||
Revenues: | ||
Rental income | 35,459 | 34,386 |
Income from loans and investments | 0 | 0 |
Equity earnings in affiliates | 0 | 0 |
Interest and other income | 29 | 0 |
Total revenues | 35,488 | 34,386 |
Expenses | ||
Interest | 83,094 | 82,312 |
Depreciation and amortization | 1,388 | 1,444 |
Property-level operating expenses | 162 | 72 |
Office building services costs | 0 | 0 |
General, administrative and professional fees | 6,468 | 4,050 |
Loss on extinguishment of debt, net | 405 | 10,809 |
Merger-related expenses and deal costs | 0 | 0 |
Other | 1 | 0 |
Total expenses | 91,518 | 98,687 |
Income before unconsolidated entities, real estate dispositions, income taxes, discontinued operations and noncontrolling interests | (56,030) | (64,301) |
Loss from unconsolidated entities | 0 | 0 |
Gain (Loss) on Disposition of Assets | 0 | 0 |
Income tax benefit | 0 | 0 |
Income from continuing operations | (56,030) | (64,301) |
Discontinued operations | 0 | 0 |
Net income | (56,030) | (64,301) |
Net income attributable to noncontrolling interests | 0 | 0 |
Net income attributable to common stockholders | (56,030) | (64,301) |
Ventas Realty | Resident Fees and Services | ||
Revenues: | ||
Other revenues | 0 | 0 |
Ventas Realty | Office Building and Other Services Revenue | ||
Revenues: | ||
Other revenues | 0 | 0 |
Ventas Subsidiaries | ||
Revenues: | ||
Rental income | 365,771 | 349,822 |
Income from loans and investments | 16,703 | 30,690 |
Equity earnings in affiliates | (560) | (646) |
Interest and other income | 246 | 311 |
Total revenues | 906,125 | 898,258 |
Expenses | ||
Interest | 48,197 | 57,745 |
Depreciation and amortization | 233,181 | 230,362 |
Property-level operating expenses | 430,342 | 412,841 |
Office building services costs | 633 | 115 |
General, administrative and professional fees | 42,959 | 32,567 |
Loss on extinguishment of debt, net | 0 | 0 |
Merger-related expenses and deal costs | 1,294 | 1,090 |
Other | 279 | 951 |
Total expenses | 756,885 | 735,671 |
Income before unconsolidated entities, real estate dispositions, income taxes, discontinued operations and noncontrolling interests | 149,240 | 162,587 |
Loss from unconsolidated entities | (946) | (40,739) |
Gain (Loss) on Disposition of Assets | 5,447 | 48 |
Income tax benefit | 1,366 | 3,451 |
Income from continuing operations | 155,107 | 125,347 |
Discontinued operations | 0 | 0 |
Net income | 155,107 | 125,347 |
Net income attributable to noncontrolling interests | 1,803 | 1,395 |
Net income attributable to common stockholders | 153,304 | 123,952 |
Ventas Subsidiaries | Resident Fees and Services | ||
Revenues: | ||
Other revenues | 521,447 | 514,753 |
Ventas Subsidiaries | Office Building and Other Services Revenue | ||
Revenues: | ||
Other revenues | $ 2,518 | $ 3,328 |
CONDENSED CONSOLIDATING INFOR_5
CONDENSED CONSOLIDATING INFORMATION (Unaudited) - Statements of Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Condensed financial statements, captions | ||
Net income (loss) | $ 127,588 | $ 80,098 |
Other comprehensive income (loss): | ||
Foreign currency translation | 3,827 | 12,203 |
Unrealized gain (loss) on marketable debt securities | 9,291 | (172) |
Derivative instruments | (5,438) | 8,615 |
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 |
Consolidated Elimination | ||
Condensed financial statements, captions | ||
Net income (loss) | (97,274) | (59,651) |
Other comprehensive income (loss): | ||
Foreign currency translation | 0 | 0 |
Unrealized gain (loss) on marketable debt securities | 0 | 0 |
Derivative instruments | 0 | 0 |
Other comprehensive income | 0 | 0 |
Comprehensive income | (97,274) | (59,651) |
Comprehensive income attributable to noncontrolling interests | 0 | 0 |
Comprehensive income attributable to common stockholders | (97,274) | (59,651) |
Ventas, Inc. | ||
Condensed financial statements, captions | ||
Net income (loss) | 125,785 | 78,703 |
Other comprehensive income (loss): | ||
Foreign currency translation | 6,559 | 12,381 |
Unrealized gain (loss) on marketable debt securities | 0 | 0 |
Derivative instruments | 0 | 0 |
Other comprehensive income | 6,559 | 12,381 |
Comprehensive income | 132,344 | 91,084 |
Comprehensive income attributable to noncontrolling interests | 0 | 0 |
Comprehensive income attributable to common stockholders | 132,344 | 91,084 |
Ventas Realty | ||
Condensed financial statements, captions | ||
Net income (loss) | (56,030) | (64,301) |
Other comprehensive income (loss): | ||
Foreign currency translation | 0 | 0 |
Unrealized gain (loss) on marketable debt securities | 0 | 0 |
Derivative instruments | (4,049) | 8,021 |
Other comprehensive income | (4,049) | 8,021 |
Comprehensive income | (60,079) | (56,280) |
Comprehensive income attributable to noncontrolling interests | 0 | 0 |
Comprehensive income attributable to common stockholders | (60,079) | (56,280) |
Ventas Subsidiaries | ||
Condensed financial statements, captions | ||
Net income (loss) | 155,107 | 125,347 |
Other comprehensive income (loss): | ||
Foreign currency translation | (2,732) | (178) |
Unrealized gain (loss) on marketable debt securities | 9,291 | (172) |
Derivative instruments | (1,389) | 594 |
Other comprehensive income | 5,170 | 244 |
Comprehensive income | 160,277 | 125,591 |
Comprehensive income attributable to noncontrolling interests | 1,803 | 1,395 |
Comprehensive income attributable to common stockholders | $ 158,474 | $ 124,196 |
CONDENSED CONSOLIDATING INFOR_6
CONDENSED CONSOLIDATING INFORMATION (Unaudited) - Statement of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Condensed Consolidating Statement of Cash Flows | ||
Net cash provided by (used in) 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 | 0 |
Proceeds from debt | 706,591 | 738,519 |
Repayment of debt | (262,570) | (1,217,118) |
Net change in intercompany debt | 0 | 0 |
Payment of deferred financing costs | (6,837) | (6,318) |
Issuance of common stock, net | 98,378 | 0 |
Cash distribution to common stockholders | (282,874) | (281,635) |
Cash distribution to redeemable OP unitholders | (2,216) | (1,858) |
Contributions from noncontrolling interests | 1,223 | 0 |
Cash issued for redemption of OP Units | 0 | (655) |
Distributions to noncontrolling interests | (2,623) | (3,339) |
Other | (2,558) | (4,687) |
Net cash used in financing activities | (259,763) | (503,248) |
Net 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 |
Consolidated Elimination | ||
Condensed Consolidating Statement of Cash Flows | ||
Net cash provided by (used in) operating activities | 0 | 0 |
Cash flows from investing activities: | ||
Net investment in real estate property | 0 | 0 |
Investment in loans receivable | 0 | 0 |
Proceeds from real estate disposals | 0 | 0 |
Proceeds from loans receivable | 0 | 0 |
Development project expenditures | 0 | 0 |
Capital expenditures | 0 | 0 |
Investment in unconsolidated entities | 0 | 0 |
Insurance proceeds for property damage claims | 0 | 0 |
Net cash (used in) provided by investing activities | 0 | 0 |
Cash flows from financing activities: | ||
Net change in borrowings under revolving credit facilities | 0 | 0 |
Net change in borrowings under commercial paper program | 0 | |
Proceeds from debt | 0 | 0 |
Repayment of debt | 0 | 0 |
Net change in intercompany debt | 0 | 0 |
Payment of deferred financing costs | 0 | 0 |
Issuance of common stock, net | 0 | |
Cash distribution to common stockholders | 0 | 0 |
Cash distribution to redeemable OP unitholders | 0 | 0 |
Contributions from noncontrolling interests | 0 | |
Cash issued for redemption of OP Units | 0 | |
Distributions to noncontrolling interests | 0 | 0 |
Other | 0 | 0 |
Net cash used in financing activities | 0 | 0 |
Net decrease in cash, cash equivalents and restricted cash | 0 | 0 |
Effect of foreign currency translation | 0 | 0 |
Cash, cash equivalents and restricted cash at beginning of period | 0 | 0 |
Cash, cash equivalents and restricted cash at end of period | 0 | 0 |
Ventas, Inc. | ||
Condensed Consolidating Statement of Cash Flows | ||
Net cash provided by (used in) operating activities | 10,545 | (19,936) |
Cash flows from investing activities: | ||
Net investment in real estate property | (13,097) | (11,450) |
Investment in loans receivable | (2,335) | (2,740) |
Proceeds from real estate disposals | 17,551 | 175,370 |
Proceeds from loans receivable | 11 | 1,441 |
Development project expenditures | 0 | 0 |
Capital expenditures | 0 | 0 |
Investment in unconsolidated entities | 0 | 0 |
Insurance proceeds for property damage claims | 0 | |
Net cash (used in) provided by investing activities | 2,130 | 162,621 |
Cash flows from financing activities: | ||
Net change in borrowings under revolving credit facilities | 0 | 0 |
Net change in borrowings under commercial paper program | 0 | |
Proceeds from debt | 0 | 0 |
Repayment of debt | 0 | (168) |
Net change in intercompany debt | 172,998 | 103,372 |
Payment of deferred financing costs | 0 | 0 |
Issuance of common stock, net | 98,378 | |
Cash distribution to common stockholders | (282,874) | (281,635) |
Cash distribution to redeemable OP unitholders | 0 | 0 |
Contributions from noncontrolling interests | 0 | |
Cash issued for redemption of OP Units | 0 | |
Distributions to noncontrolling interests | 0 | 0 |
Other | (2,552) | (4,687) |
Net cash used in financing activities | (14,050) | (183,118) |
Net decrease in cash, cash equivalents and restricted cash | (1,375) | (40,433) |
Effect of foreign currency translation | 6,631 | 12,381 |
Cash, cash equivalents and restricted cash at beginning of period | 10,681 | 46,945 |
Cash, cash equivalents and restricted cash at end of period | 15,937 | 18,893 |
Ventas Realty | ||
Condensed Consolidating Statement of Cash Flows | ||
Net cash provided by (used in) operating activities | (68,079) | (58,562) |
Cash flows from investing activities: | ||
Net investment in real estate property | 0 | 0 |
Investment in loans receivable | 0 | 0 |
Proceeds from real estate disposals | 0 | 0 |
Proceeds from loans receivable | 0 | 0 |
Development project expenditures | 0 | 0 |
Capital expenditures | 0 | 0 |
Investment in unconsolidated entities | 0 | 0 |
Insurance proceeds for property damage claims | 0 | |
Net cash (used in) provided by investing activities | 0 | 0 |
Cash flows from financing activities: | ||
Net change in borrowings under revolving credit facilities | (700,858) | 266,764 |
Net change in borrowings under commercial paper program | 194,498 | |
Proceeds from debt | 698,822 | 655,044 |
Repayment of debt | (258,750) | (1,211,643) |
Net change in intercompany debt | 141,204 | 354,018 |
Payment of deferred financing costs | (6,837) | (5,621) |
Issuance of common stock, net | 0 | |
Cash distribution to common stockholders | 0 | 0 |
Cash distribution to redeemable OP unitholders | 0 | 0 |
Contributions from noncontrolling interests | 0 | |
Cash issued for redemption of OP Units | 0 | |
Distributions to noncontrolling interests | 0 | 0 |
Other | 0 | 0 |
Net cash used in financing activities | 68,079 | 58,562 |
Net decrease in cash, cash equivalents and restricted cash | 0 | 0 |
Effect of foreign currency translation | 0 | 0 |
Cash, cash equivalents and restricted cash at beginning of period | 128 | 128 |
Cash, cash equivalents and restricted cash at end of period | 128 | 128 |
Ventas Subsidiaries | ||
Condensed Consolidating Statement of Cash Flows | ||
Net cash provided by (used in) operating activities | 393,654 | 386,517 |
Cash flows from investing activities: | ||
Net investment in real estate property | 0 | 0 |
Investment in loans receivable | (1,922) | (1,641) |
Proceeds from real estate disposals | 0 | 0 |
Proceeds from loans receivable | 1,264 | 141,653 |
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 | (69,954) | 7,932 |
Cash flows from financing activities: | ||
Net change in borrowings under revolving credit facilities | 83 | 7,079 |
Net change in borrowings under commercial paper program | 0 | |
Proceeds from debt | 7,769 | 83,475 |
Repayment of debt | (3,820) | (5,307) |
Net change in intercompany debt | (314,202) | (457,390) |
Payment of deferred financing costs | 0 | (697) |
Issuance of common stock, net | 0 | |
Cash distribution to common stockholders | 0 | 0 |
Cash distribution to redeemable OP unitholders | (2,216) | (1,858) |
Contributions from noncontrolling interests | 1,223 | |
Cash issued for redemption of OP Units | (655) | |
Distributions to noncontrolling interests | (2,623) | (3,339) |
Other | (6) | 0 |
Net cash used in financing activities | (313,792) | (378,692) |
Net decrease in cash, cash equivalents and restricted cash | 9,908 | 15,757 |
Effect of foreign currency translation | (6,397) | (12,376) |
Cash, cash equivalents and restricted cash at beginning of period | 120,655 | 141,180 |
Cash, cash equivalents and restricted cash at end of period | $ 124,166 | $ 144,561 |