Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Oct. 23, 2019 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2019 | |
Document Transition Report | false | |
Entity File Number | 1-10989 | |
Entity Registrant Name | Ventas, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 61-1055020 | |
Entity Address, Address Line One | 353 N. Clark Street | |
Entity Address, Address Line Two | Suite 3300 | |
Entity Address, City or Town | Chicago | |
Entity Address, State or Province | IL | |
Entity Address, Country | US | |
Entity Address, Postal Zip Code | 60654 | |
City Area Code | 877 | |
Local Phone Number | 483-6827 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Trading Symbol | VTR | |
Title of 12(b) Security | Common Stock, $0.25 par value | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 372,736,027 | |
Entity Shell Company | false | |
Entity Central Index Key | 0000740260 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Real estate investments: | ||
Land and improvements | $ 2,280,877 | $ 2,114,406 |
Buildings and improvements | 24,459,114 | 22,437,243 |
Construction in progress | 432,713 | 422,334 |
Acquired lease intangibles | 1,334,915 | 1,502,955 |
Operating lease assets | 388,480 | 0 |
Gross real estate investments | 28,896,099 | 26,476,938 |
Accumulated depreciation and amortization | (6,964,061) | (6,383,281) |
Net real estate investment property | 21,932,038 | 20,093,657 |
Secured loans receivable and investments, net | 709,714 | 495,869 |
Investments in unconsolidated real estate entities | 45,905 | 48,378 |
Net real estate investments | 22,687,657 | 20,637,904 |
Cash and cash equivalents | 148,063 | 72,277 |
Escrow deposits and restricted cash | 60,533 | 59,187 |
Goodwill | 1,049,985 | 1,050,548 |
Assets held for sale | 4,520 | 5,454 |
Other assets | 852,795 | 759,185 |
Total assets | 24,803,553 | 22,584,555 |
Liabilities: | ||
Senior notes payable and other debt | 12,053,184 | 10,733,699 |
Accrued interest | 85,214 | 99,667 |
Operating lease liabilities | 249,237 | 0 |
Accounts payable and other liabilities | 1,194,162 | 1,086,030 |
Liabilities related to assets held for sale | 1,531 | 205 |
Deferred income taxes | 147,524 | 205,219 |
Total liabilities | 13,730,852 | 12,124,820 |
Redeemable OP unitholder and noncontrolling interests | 236,792 | 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, 372,726 and 356,572 shares issued at September 30, 2019 and December 31, 2018, respectively | 93,164 | 89,125 |
Capital in excess of par value | 14,017,030 | 13,076,528 |
Accumulated other comprehensive loss | (59,857) | (19,582) |
Retained earnings (deficit) | (3,384,421) | (2,930,214) |
Treasury stock, 3 and 0 shares at September 30, 2019 and December 31, 2018, respectively | (210) | 0 |
Total Ventas stockholders’ equity | 10,665,706 | 10,215,857 |
Noncontrolling interests | 170,203 | 55,737 |
Total equity | 10,835,909 | 10,271,594 |
Total liabilities and equity | $ 24,803,553 | $ 22,584,555 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 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 | 372,726,000 | 356,572,000 |
Treasury stock, shares | 3,000 | 0 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Rental income | $ 408,322 | $ 384,028 | $ 1,208,388 | $ 1,129,099 |
Income from loans and investments | 30,164 | 18,108 | 66,819 | 105,706 |
Interest and other income | 620 | 12,554 | 10,109 | 24,535 |
Total revenues | 983,155 | 936,538 | 2,876,746 | 2,822,547 |
Interest | 113,967 | 107,581 | 334,955 | 331,973 |
Depreciation and amortization | 234,603 | 218,579 | 696,710 | 675,363 |
Property-level operating expenses | 461,493 | 428,389 | 1,327,898 | 1,262,715 |
Office building services costs | 627 | 431 | 1,775 | 1,080 |
General, administrative and professional fees | 40,530 | 39,677 | 124,369 | 113,507 |
Loss on extinguishment of debt, net | 37,434 | 39,527 | 41,861 | 50,411 |
Merger-related expenses and deal costs | 4,304 | 4,458 | 11,084 | 26,288 |
Other | 2,164 | 1,244 | (9,294) | 7,891 |
Total expenses | 895,122 | 839,886 | 2,529,358 | 2,469,228 |
Income before unconsolidated entities, real estate dispositions, income taxes, discontinued operations and noncontrolling interests | 88,033 | 96,652 | 347,388 | 353,319 |
Income (loss) from unconsolidated entities | 854 | (716) | (2,621) | (47,826) |
Gain on real estate dispositions | 36 | 18 | 24,633 | 35,893 |
Income tax (expense) benefit | (2,005) | 7,327 | 57,004 | 11,303 |
Income from continuing operations | 86,918 | 103,281 | 426,404 | 352,689 |
Discontinued operations | 0 | 0 | 0 | (10) |
Net income | 86,918 | 103,281 | 426,404 | 352,679 |
Net income attributable to noncontrolling interests | 1,659 | 1,309 | 4,831 | 5,485 |
Net income attributable to common stockholders | $ 85,259 | $ 101,972 | $ 421,573 | $ 347,194 |
Income from continuing operations (in usd per share) | $ 0.23 | $ 0.29 | $ 1.17 | $ 0.99 |
Net income attributable to common stockholders (in usd per share) | 0.23 | 0.29 | 1.16 | 0.97 |
Income from continuing operations (in usd per share) | 0.23 | 0.29 | 1.16 | 0.98 |
Net income attributable to common stockholders (in usd per share) | $ 0.23 | $ 0.28 | $ 1.15 | $ 0.97 |
Triple-Net Leased Properties | ||||
Rental income | $ 193,383 | $ 190,117 | $ 589,833 | $ 548,628 |
Property-level operating expenses | 6,338 | 0 | 20,092 | 0 |
Office Operations | ||||
Rental income | 214,939 | 193,911 | 618,555 | 580,471 |
Property-level operating expenses | 67,144 | 61,668 | 191,972 | 182,662 |
Resident Fees and Services | ||||
Other revenues | 541,090 | 518,560 | 1,583,262 | 1,552,302 |
Office Building and Other Services Revenue | ||||
Other revenues | 2,959 | 3,288 | 8,168 | 10,905 |
Senior Living Operations | ||||
Property-level operating expenses | $ 388,011 | $ 366,721 | $ 1,115,834 | $ 1,080,053 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 86,918 | $ 103,281 | $ 426,404 | $ 352,679 |
Other comprehensive (loss) income: | ||||
Foreign currency translation | (7,011) | (5,018) | (11,770) | (8,061) |
Unrealized (loss) gain on available for sale securities | (3,162) | 5,131 | 3,734 | 17,816 |
Derivative instruments | (10,013) | 2,801 | (32,076) | 17,418 |
Total other comprehensive (loss) income | (20,186) | 2,914 | (40,112) | 27,173 |
Comprehensive income | 66,732 | 106,195 | 386,292 | 379,852 |
Comprehensive income attributable to noncontrolling interests | 1,659 | 1,309 | 4,831 | 5,485 |
Comprehensive income attributable to common stockholders | $ 65,073 | $ 104,886 | $ 381,461 | $ 374,367 |
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 attributable to common stockholders | 347,194 | 0 | 0 | 0 | 347,194 | 0 | 347,194 | |
Net income attributable to noncontrolling interest | 5,485 | 5,485 | ||||||
Net income | 352,679 | |||||||
Other comprehensive income | 27,173 | 0 | 0 | 27,173 | 0 | 0 | 27,173 | 0 |
Net change in noncontrolling interests | (12,640) | 0 | (1,426) | 0 | 0 | 0 | (1,426) | (11,214) |
Dividends to common stockholders | (846,432) | 0 | 0 | 0 | (846,432) | 0 | (846,432) | 0 |
Issuance of common stock for stock plans | 7,443 | 26 | 6,179 | 0 | 0 | 1,238 | 7,443 | 0 |
Adjust redeemable OP unitholder interests to current fair value | 8,878 | 0 | 8,878 | 0 | 0 | 0 | 8,878 | 0 |
Redemption of OP Units | (596) | 0 | (830) | 0 | 0 | 234 | (596) | 0 |
Grant of restricted stock, net of forfeitures | 13,736 | 45 | 15,466 | 0 | 0 | (1,775) | 13,736 | 0 |
Ending Balance at Sep. 30, 2018 | 10,513,069 | 89,100 | 13,081,324 | (7,947) | (2,709,293) | (345) | 10,452,839 | 60,230 |
Beginning Balance at Jun. 30, 2018 | 10,677,569 | 89,085 | 13,068,399 | (10,861) | (2,529,102) | (573) | 10,616,948 | 60,621 |
Increase (decrease) in stockholders' equity | ||||||||
Net income attributable to common stockholders | 101,972 | 0 | 0 | 0 | 101,972 | 0 | 101,972 | |
Net income attributable to noncontrolling interest | 1,309 | 1,309 | ||||||
Net income | 103,281 | |||||||
Other comprehensive income | 2,914 | 0 | 0 | 2,914 | 0 | 0 | 2,914 | 0 |
Net change in noncontrolling interests | (1,661) | 0 | 39 | 0 | 0 | 0 | 39 | (1,700) |
Dividends to common stockholders | (282,163) | 0 | 0 | 0 | (282,163) | 0 | (282,163) | 0 |
Issuance of common stock for stock plans | 2,679 | 10 | 1,921 | 0 | 0 | 748 | 2,679 | 0 |
Adjust redeemable OP unitholder interests to current fair value | 4,592 | 0 | 4,592 | 0 | 0 | 0 | 4,592 | 0 |
Redemption of OP Units | (275) | 0 | (275) | 0 | 0 | 0 | (275) | 0 |
Grant of restricted stock, net of forfeitures | 6,133 | 5 | 6,648 | 0 | 0 | (520) | 6,133 | 0 |
Ending Balance at Sep. 30, 2018 | 10,513,069 | 89,100 | 13,081,324 | (7,947) | (2,709,293) | (345) | 10,452,839 | 60,230 |
Increase (decrease) in stockholders' equity | ||||||||
Cumulative effect change in accounting principles | 638 | 0 | 0 | (163) | 801 | 0 | 638 | 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 attributable to common stockholders | 421,573 | 0 | 0 | 0 | 421,573 | 0 | 421,573 | |
Net income attributable to noncontrolling interest | 4,831 | 4,831 | ||||||
Net income | 426,404 | |||||||
Other comprehensive income | (40,112) | 0 | 0 | (40,112) | 0 | 0 | (40,112) | 0 |
Net change in noncontrolling interests | 108,089 | 0 | (1,546) | 0 | 0 | 0 | (1,546) | 109,635 |
Dividends to common stockholders | (876,581) | 0 | 0 | 0 | (876,581) | 0 | (876,581) | 0 |
Issuance of common stock | 942,436 | 3,829 | 938,607 | 0 | 0 | 0 | 942,436 | 0 |
Issuance of common stock for stock plans | 61,951 | 148 | 57,261 | 0 | 0 | 4,542 | 61,951 | 0 |
Adjust redeemable OP unitholder interests to current fair value | (51,024) | 0 | (51,024) | 0 | 0 | 0 | (51,024) | 0 |
Redemption of OP Units | (285) | 0 | (285) | 0 | 0 | 0 | (285) | 0 |
Grant of restricted stock, net of forfeitures | (7,201) | 62 | (2,511) | 0 | 0 | (4,752) | (7,201) | 0 |
Ending Balance at Sep. 30, 2019 | 10,835,909 | 93,164 | 14,017,030 | (59,857) | (3,384,421) | (210) | 10,665,706 | 170,203 |
Beginning Balance at Jun. 30, 2019 | 10,876,362 | 92,852 | 13,940,117 | (39,671) | (3,173,287) | 0 | 10,820,011 | 56,351 |
Increase (decrease) in stockholders' equity | ||||||||
Net income attributable to common stockholders | 85,259 | 0 | 0 | 0 | 85,259 | 0 | 85,259 | |
Net income attributable to noncontrolling interest | 1,659 | 1,659 | ||||||
Net income | 86,918 | |||||||
Other comprehensive income | (20,186) | 0 | 0 | (20,186) | 0 | 0 | (20,186) | 0 |
Net change in noncontrolling interests | 112,745 | 0 | 552 | 0 | 0 | 0 | 552 | 112,193 |
Dividends to common stockholders | (296,393) | 0 | 0 | 0 | (296,393) | 0 | (296,393) | 0 |
Issuance of common stock | 76,280 | 276 | 76,004 | 0 | 0 | 0 | 76,280 | 0 |
Issuance of common stock for stock plans | 16,500 | 35 | 16,078 | 0 | 0 | 387 | 16,500 | 0 |
Adjust redeemable OP unitholder interests to current fair value | (16,015) | 0 | (16,015) | 0 | 0 | 0 | (16,015) | 0 |
Redemption of OP Units | (285) | 0 | (285) | 0 | 0 | 0 | (285) | 0 |
Grant of restricted stock, net of forfeitures | (17) | 1 | 579 | 0 | 0 | (597) | (17) | 0 |
Ending Balance at Sep. 30, 2019 | $ 10,835,909 | $ 93,164 | $ 14,017,030 | $ (59,857) | $ (3,384,421) | $ (210) | $ 10,665,706 | $ 170,203 |
CONSOLIDATED STATEMENTS OF EQ_2
CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Statement of Stockholders' Equity [Abstract] | ||||
Dividends to common stockholders, per share (in usd per share) | $ 0.7925 | $ 0.79 | $ 2.3775 | $ 2.37 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash flows from operating activities: | ||
Net income | $ 426,404 | $ 352,679 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 696,710 | 675,363 |
Amortization of deferred revenue and lease intangibles, net | (6,484) | (26,001) |
Other non-cash amortization | 16,910 | 13,527 |
Stock-based compensation | 26,670 | 20,761 |
Straight-lining of rental income | (25,680) | 19,983 |
Loss on extinguishment of debt, net | 41,861 | 50,411 |
Gain on real estate dispositions | (24,633) | (35,893) |
Gain on real estate loan investments | 0 | (13,202) |
Income tax benefit | (60,249) | (13,464) |
Loss from unconsolidated entities | 2,621 | 47,826 |
Distributions from unconsolidated entities | 1,400 | 2,734 |
Other | 9,236 | 390 |
Changes in operating assets and liabilities: | ||
Increase in other assets | (59,366) | (34,879) |
Decrease in accrued interest | (15,909) | (17,508) |
Increase (decrease) in accounts payable and other liabilities | 54,057 | (25,105) |
Net cash provided by operating activities | 1,083,548 | 1,017,622 |
Cash flows from investing activities: | ||
Net investment in real estate property | (939,805) | (35,800) |
Investment in loans receivable | (1,257,577) | (212,089) |
Proceeds from real estate disposals | 77,555 | 331,243 |
Proceeds from loans receivable | 1,008,683 | 866,313 |
Development project expenditures | (229,845) | (230,348) |
Capital expenditures | (99,787) | (73,025) |
Distributions from unconsolidated entities | 151 | 57,430 |
Investment in unconsolidated entities | (1,711) | (45,106) |
Insurance proceeds for property damage claims | 20,457 | 6,327 |
Net cash (used in) provided by investing activities | (1,421,879) | 664,945 |
Cash flows from financing activities: | ||
Net change in borrowings under revolving credit facilities | 278,677 | 41,292 |
Net change in borrowings under commercial paper program | 304,508 | 0 |
Proceeds from debt | 2,206,577 | 2,412,420 |
Repayment of debt | (2,456,135) | (3,294,104) |
Purchase of noncontrolling interests | 0 | 2,429 |
Payment of deferred financing costs | (17,867) | (16,583) |
Issuance of common stock, net | 942,250 | 0 |
Cash distribution to common stockholders | (861,789) | (845,248) |
Cash distribution to redeemable OP unitholders | (6,882) | (5,594) |
Cash issued for redemption of OP Units | (361) | (1,370) |
Contributions from noncontrolling interests | 4,959 | 500 |
Distributions to noncontrolling interests | (6,403) | (9,968) |
Proceeds from stock option exercises | 34,134 | 4,238 |
Other | (6,601) | (4,974) |
Net cash provided by (used in) financing activities | 415,067 | (1,721,820) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 76,736 | (39,253) |
Effect of foreign currency translation | 396 | (453) |
Cash, cash equivalents and restricted cash at beginning of period | 131,464 | 188,253 |
Cash, cash equivalents and restricted cash at end of period | 208,596 | 148,547 |
Assets and liabilities assumed from acquisitions and other: | ||
Real estate investments | 1,056,481 | 29,106 |
Other assets | 11,123 | 4,112 |
Debt | 907,746 | 0 |
Other liabilities | 46,336 | 16,134 |
Noncontrolling interests | 113,522 | 0 |
Equity issued for redemption of OP Units | $ 0 | $ 266 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 9 Months Ended |
Sep. 30, 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 September 30, 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 23 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 September 30, 2019 , we leased a total of 423 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. 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 124 properties (excluding two properties managed by Brookdale Senior Living pursuant to a long-term management agreement), 11 properties and 32 properties, respectively, as of September 30, 2019 . As of September 30, 2019 , pursuant to long-term management agreements, we engaged independent operators, such as Atria Senior Living, Inc. (“Atria”) and Sunrise Senior Living, LLC (together with its subsidiaries, “Sunrise”), to manage 400 seniors housing communities for us. 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 | 9 Months Ended |
Sep. 30, 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 and nine months ended September 30, 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. September 30, 2019 December 31, 2018 Total Assets Total Liabilities Total Assets Total Liabilities (In thousands) NHP/PMB L.P. $ 673,490 $ 246,482 $ 673,467 $ 238,147 Other identified VIEs 4,017,793 1,424,350 2,076,715 405,350 Tax credit VIEs 839,743 335,341 797,077 297,004 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 September 30, 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 September 30, 2019 and December 31, 2018 , the fair value of the redeemable OP Units was $218.5 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 September 30, 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 September 30, 2019 , we owned ten properties, including one property in development, 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. 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. • Available for sale securities - We estimate the fair value of marketable debt securities, including 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 September 30, 2019 and December 31, 2018 , this cumulative excess totaled $272.6 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. 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. Upon adoption, we recognized a cumulative effect adjustment to retained earnings of $0.6 million primarily relating to certain costs associated with unexecuted leases that were deferred as of December 31, 2018. In June 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The amendments in ASU 2016-13 require an entity to evaluate a current estimate of all expected credit losses over the life of a financial instrument, which may result in earlier recognition of credit losses on loans and other financial instruments. Under existing guidance, an entity generally only considered past events and current conditions in measuring an incurred loss. ASU 2016-13 is effective for us beginning January 1, 2020 and we are still evaluating the impact of adoption. Adoption of this standard is not expected to have a significant impact on our Consolidated Financial Statements. |
CONCENTRATION OF CREDIT RISK
CONCENTRATION OF CREDIT RISK | 9 Months Ended |
Sep. 30, 2019 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATION OF CREDIT RISK | NOTE 3—CONCENTRATION OF CREDIT RISK As of September 30, 2019 , Atria, Sunrise, Brookdale Senior Living, Ardent and Kindred managed or operated approximately 20.8% , 10.3% , 7.7% , 4.8% and 1.0% , respectively, of our consolidated real estate investments based on gross book value (excluding properties classified as held for sale as of September 30, 2019 ). Because Atria and Sunrise 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 43.4% and 19.8% 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 September 30, 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 36.8% . Our consolidated properties were located in 45 states, the District of Columbia , seven Canadian provinces and the United Kingdom as of September 30, 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 September 30, 2019 2018 Revenues (1) : Brookdale Senior Living 4.6 % 4.8 % Ardent 3.0 3.1 Kindred 3.3 3.5 NOI: Brookdale Senior Living 8.6 % 8.9 % Ardent 5.7 5.8 Kindred 6.2 6.6 (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 September 30, 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. Senior Living Operations As of September 30, 2019 , Atria and Sunrise, collectively, provided comprehensive property management and accounting services with respect to 262 of our 395 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 or Sunrise’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 or Sunrise’s senior management or equity ownership or any adverse developments in their businesses or financial condition could have a Material Adverse Effect on us. Brookdale Senior Living, Kindred, Atria, Sunrise and Ardent 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. Kindred, Atria, Sunrise and Ardent are not currently subject to the reporting requirements of the SEC. The information related to Kindred, Atria, Sunrise and Ardent contained or referred to in this Quarterly Report on Form 10-Q has been derived from publicly available information or was provided to us by Kindred, Atria, Sunrise or Ardent, as the case may be, 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. |
ACQUISITIONS OF REAL ESTATE PRO
ACQUISITIONS OF REAL ESTATE PROPERTY-DORMANT | 9 Months Ended |
Sep. 30, 2019 | |
Business Combinations [Abstract] | |
ACQUISITIONS OF REAL ESTATE PROPERTY | NOTE 4—ACQUISITIONS OF REAL ESTATE PROPERTY We acquire and invest in seniors housing and healthcare properties primarily to achieve an expected yield on investment, to grow and diversify our portfolio and revenue base, and to reduce our dependence on any single tenant, operator or manager, geographic location, asset type, business model or revenue source. LGM Acquisition In September 2019, we acquired an 87% interest in 34 Canadian seniors housing communities (including five in-process developments) valued at $1.8 billion through an equity partnership (the “LGM Acquisition”) with Le Groupe Maurice (“LGM”). The portfolio continues to be managed by LGM. We also have rights to fund and own all additional developments under an exclusive pipeline agreement with LGM. We have accounted for the LGM Acquisition as an asset acquisition. Other 2019 Acquisitions During the nine months ended September 30, 2019 , we also acquired two properties reported within our office operations reportable business segment ( one research and innovation center and one MOB) and one vacant land parcel for an aggregate purchase price of $217.7 million |
DISPOSITIONS
DISPOSITIONS | 9 Months Ended |
Sep. 30, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISPOSITIONS | NOTE 5—DISPOSITIONS 2019 Activity During the nine months ended September 30, 2019 , we sold eight triple-net leased properties, eight MOBs, one seniors housing asset and our leasehold interest in one vacant land parcel for aggregate consideration of $77.3 million , and we recognized a gain on the sale of these assets of $24.6 million . Real Estate Impairment We recognized impairments of $22.6 million and $10.7 million , respectively, for the nine months ended September 30, 2019 and 2018 , which are recorded in depreciation and amortization in our Consolidated Statements of Income, and relate primarily 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, which may include anticipated post-closing settlements of working capital for disposed properties. As of September 30, 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 2 $ 3,645 $ 573 1 $ 5,482 $ 40 Office Operations — 8 403 — 160 152 Senior Living Operations 1 867 555 — (188 ) 13 Total 3 $ 4,520 $ 1,531 1 $ 5,454 $ 205 |
LOANS RECEIVABLE AND INVESTMENT
LOANS RECEIVABLE AND INVESTMENTS | 9 Months Ended |
Sep. 30, 2019 | |
Loans Receivable And Investments [Abstract] | |
LOANS RECEIVABLE AND INVESTMENTS | NOTE 6—LOANS RECEIVABLE AND INVESTMENTS As of September 30, 2019 and December 31, 2018 , we had $1.0 billion 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 September 30, 2019: Secured/mortgage loans and other, net $ 653,691 $ 653,691 $ 653,656 $ — Government-sponsored pooled loan investments, net (1) 56,023 51,492 56,023 4,531 Total investments reported as secured loans receivable and investments, net 709,714 705,183 709,679 4,531 Non-mortgage loans receivable, net 62,852 62,852 62,952 — Marketable debt securities (2) 227,947 212,998 227,947 14,949 Total loans receivable and investments, net $ 1,000,513 $ 981,033 $ 1,000,578 $ 19,480 As of December 31, 2018: Secured/mortgage loans and other, net $ 439,491 $ 439,491 $ 425,290 $ — Government-sponsored pooled loan investments, net (3) 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 — Marketable debt securities (4) 206,442 197,473 206,442 8,969 Total loans receivable and investments, net $ 756,475 $ 740,729 $ 742,191 $ 15,746 (1) As of September 30, 2019, investments in government-sponsored pool loans have contractual maturity dates in 2021 and 2023. (2) As of September 30, 2019, investments in marketable debt securities have contractual maturity dates in 2024 and 2026. (3) As of December 31, 2018, investments in government-sponsored pool loans have contractual maturity dates in 2023. (4) As of December 31, 2018, investments in marketable debt securities have contractual maturity dates in 2026. 2019 Activity In April 2019, we purchased $5.0 million and $10.5 million of senior secured notes issued by a healthcare company which mature in 2024 and 2026, respectively. The 2024 and 2026 notes were purchased at a price of 102% and 98% of par, respectively, and have an effective interest rate of 8.1% and 8.3% , respectively. These investments are classified as available for sale and are reflected on our Consolidated Balance Sheets at fair value. In June 2019, we provided new secured debt financing of $490 million to certain subsidiaries of Colony Capital, Inc. The London Inter-bank Offered Rate (“LIBOR”) based debt financing has a five-year term (inclusive of three one-year extension options) and an initial effective interest rate of 9.2% . In connection with this transaction, our previous loan to certain subsidiaries of Colony Capital, Inc. of $282 million was paid in full and we recognized a gain of $0.5 million in income from loans and investments in our Consolidated Statements of Income. In July 2019, we closed the first phase of the LGM Acquisition by funding C$947 million (US $723 million ) to LGM as a bridge loan to enable LGM to buy out its former partner. The bridge loan and all outstanding interest was fully repaid in September 2019 upon the closing of the LGM Acquisition. See “ NOTE 4—ACQUISITIONS OF REAL ESTATE PROPERTY .” |
INVESTMENTS IN UNCONSOLIDATED E
INVESTMENTS IN UNCONSOLIDATED ENTITIES | 9 Months Ended |
Sep. 30, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
INVESTMENTS IN UNCONSOLIDATED ENTITIES | NOTE 7—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 September 30, 2019 , we had a 25% interest in a joint venture that has a majority 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 Eclipse Senior Living (“ESL”) and 9.8% interest in Ardent, which are included within other assets on our Consolidated Balance Sheets, under the equity method of accounting. 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. 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. 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 $0.9 million and $1.1 million for the three months ended September 30, 2019 and 2018 , respectively, and $2.5 million and $5.1 million for the nine months ended September 30, 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% interest to our joint venture partner in July 2018. |
INTANGIBLES
INTANGIBLES | 9 Months Ended |
Sep. 30, 2019 | |
Intangible Assets, Intangible Liabilities, And Goodwill Disclosure [Abstract] | |
INTANGIBLES | NOTE 8—INTANGIBLES The following is a summary of our intangibles: As of September 30, 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 $ 168,152 6.5 $ 181,393 6.7 In-place and other lease intangibles 1,166,763 11.0 1,321,562 24.7 Goodwill 1,049,985 N/A 1,050,548 N/A Other intangibles 35,805 11.2 35,759 11.8 Accumulated amortization (929,383 ) N/A (921,107 ) N/A Net intangible assets $ 1,491,322 10.5 $ 1,668,155 22.9 Intangible liabilities: Below market lease intangibles $ 352,132 14.5 $ 356,771 14.4 Other lease intangibles 13,498 N/A 31,418 46.5 Accumulated amortization (200,925 ) N/A (191,909 ) N/A Purchase option intangibles 3,568 N/A 3,568 N/A Net intangible liabilities $ 168,273 14.5 $ 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 | 9 Months Ended |
Sep. 30, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER ASSETS | NOTE 9—OTHER ASSETS The following is a summary of our other assets: As of September 30, 2019 As of December 31, 2018 (In thousands) Straight-line rent receivables $ 272,566 $ 250,023 Non-mortgage loans receivable, net 62,852 54,164 Marketable debt securities 227,947 206,442 Other intangibles, net 5,262 5,623 Investment in unconsolidated operating entities 56,117 56,820 Other 228,051 186,113 Total other assets $ 852,795 $ 759,185 |
SENIOR NOTES PAYABLE AND OTHER
SENIOR NOTES PAYABLE AND OTHER DEBT | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
SENIOR NOTES PAYABLE AND OTHER DEBT | NOTE 10—SENIOR NOTES PAYABLE AND OTHER DEBT The following is a summary of our senior notes payable and other debt: As of September 30, 2019 As of December 31, 2018 (In thousands) Unsecured revolving credit facility (1) $ 983,788 $ 765,919 Commercial paper notes 305,000 — Secured revolving construction credit facility due 2022 143,108 90,488 3.00% Senior Notes, Series A due 2019 (2) — 293,319 2.70% Senior Notes due 2020 — 500,000 4.25% Senior Notes due 2022 — 600,000 3.25% Senior Notes due 2022 500,000 500,000 3.30% Senior Notes, Series C due 2022 (2) 188,836 183,325 Unsecured term loan due 2023 200,000 300,000 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) 207,720 201,657 Unsecured term loan due 2024 — 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) 188,836 183,324 Unsecured term loan due 2025 (2) 377,672 — 3.50% Senior Notes due 2025 600,000 600,000 2.65% Senior Notes due 2025 450,000 — 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 3.00% Senior Notes due 2030 650,000 — 6.90% Senior Notes due 2037 (3) 52,400 52,400 6.59% Senior Notes due 2038 (3) 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 2,020,237 1,127,697 Total 12,140,420 10,829,702 Deferred financing costs, net (80,556 ) (69,615 ) Unamortized fair value adjustment 21,103 (1,163 ) Unamortized discounts (27,783 ) (25,225 ) Senior notes payable and other debt $ 12,053,184 $ 10,733,699 (1) As of September 30, 2019 and December 31, 2018 , respectively, $702.8 million and $23.1 million of aggregate borrowings were denominated in Canadian dollars. Aggregate borrowings of $25.9 million and $27.8 million were denominated in British pounds as of September 30, 2019 and December 31, 2018 , respectively. (2) Canadian Dollar debt obligations shown in US Dollars. (3) Our 6.90% senior notes due 2037 are subject to repurchase, at the option of the holders, on October 1, 2027, and our 6.59% senior notes due 2038 are subject to repurchase, at the option of the holders, on July 7 in each of 2023 and 2028. As of September 30, 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 $ 119,214 $ 305,000 $ 10,284 $ 434,498 2020 280,835 — 37,927 318,762 2021 126,121 983,788 36,651 1,146,560 2022 1,240,945 — 30,879 1,271,824 2023 1,595,197 — 17,253 1,612,450 Thereafter 7,268,882 — 87,444 7,356,326 Total maturities $ 10,631,194 $ 1,288,788 $ 220,438 $ 12,140,420 (1) At September 30, 2019 , we had $1.1 billion of borrowings outstanding under our unsecured revolving credit facility and commercial paper program, net of $148.1 million of unrestricted cash and cash equivalents. Credit Facilities, Commercial Paper and Unsecured Term Loans Our unsecured credit facility is comprised of a $3.0 billion unsecured revolving credit facility priced at LIBOR plus 0.875% as of September 30, 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 . In January 2019, our wholly-owned subsidiary, Ventas Realty, Limited Partnership (“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 $1.0 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 September 30, 2019 , $305.0 million was outstanding under our commercial paper program. As of September 30, 2019 , $983.8 million was outstanding under the unsecured revolving credit facility with an additional $24.0 million restricted to support outstanding letters of credit. In addition, we limit our utilization of the unsecured revolving credit facility in order to maintain liquidity and to support our commercial paper program. Including these internal limits, we had $1.7 billion in available liquidity under the unsecured revolving credit facility as of September 30, 2019 . In June 2019, we repaid $100.0 million of the balance outstanding on the $300.0 million unsecured term loan that matures in 2023 and repaid in full the $600.0 million unsecured term loan that was set to mature in 2024 and, as a result, we recognized a non-cash charge to loss on extinguishment of debt of $3.2 million during the second quarter of 2019. As of September 30, 2019 , we had a $200.0 million unsecured term loan priced at LIBOR plus 0.90% that matures in 2023. The term loan also includes an accordion feature that effectively permits us to increase our aggregate borrowings thereunder to up to $800.0 million . As of September 30, 2019 , we had a $400.0 million secured revolving construction credit facility with $143.1 million of borrowings outstanding. 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. In September 2019, we entered into a new C$500 million unsecured term loan facility priced at Canadian Dollar Offered Rate (“CDOR”) plus 0.90% that matures in 2025. 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 first quarter of 2019. In February 2019, 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 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. In June 2019, Ventas Realty issued $450.0 million aggregate principal amount of 2.65% senior notes due 2025 at a public offering price equal to 99.45% of par. The notes were settled and proceeds were received in July 2019. In July 2019, in connection with an announced cash tender offer for such notes, we redeemed $397.1 million principal amount then outstanding of our 2.70% senior notes due 2020 for a tender offer consideration of 100.37% of par value, plus accrued and unpaid interest to the payment date. In August 2019, we repaid the remaining balance then outstanding of our 2.70% senior notes due 2020 of $102.9 million . As a result of the redemption and repayment, we recognized a total loss on extinguishment of debt of $2.4 million during the nine months ended September 30, 2019. In August 2019, Ventas Realty issued and sold $650.0 million aggregate principal amount of 3.00% senior notes due 2030 at a public offering price equal to 99.51% of par. In August 2019, in connection with an announced cash tender offer for such notes, we redeemed $395.7 million principal amount then outstanding of our 4.25% senior notes due 2022 for a tender offer consideration of 105.46% of par value, plus accrued and unpaid interest to the payment date. In September 2019, we repaid the remaining balance then outstanding of our 4.25% senior notes due 2022 of $204.3 million . As a result of the redemption and repayment, we recognized a loss on extinguishment of debt of $35.8 million during the three months ended September 30, 2019. In September 2019, we repaid in full, at par, C$400.0 million principal amount then outstanding of our 3.00% senior notes, Series A due 2019 upon maturity. Mortgages In September 2019, we assumed C$1.2 billion mortgage debt, including a fair value premium of C$16.6 million , in connection with the LGM Acquisition. See “ NOTE 4—ACQUISITIONS OF REAL ESTATE PROPERTY .” |
FAIR VALUES OF FINANCIAL INSTRU
FAIR VALUES OF FINANCIAL INSTRUMENTS | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUES OF FINANCIAL INSTRUMENTS | NOTE 11—FAIR VALUES OF FINANCIAL INSTRUMENTS The carrying amounts and fair values of our financial instruments were as follows: As of September 30, 2019 As of December 31, 2018 Carrying Amount Fair Value Carrying Amount Fair Value (In thousands) Assets: Cash and cash equivalents $ 148,063 $ 148,063 $ 72,277 $ 72,277 Secured mortgage loans and other, net 653,691 653,656 439,491 425,290 Non-mortgage loans receivable, net 62,852 62,952 54,164 54,081 Marketable debt securities 227,947 227,947 206,442 206,442 Government-sponsored pooled loan investments 56,023 56,023 56,378 56,378 Derivative instruments 1,462 1,462 6,012 6,012 Liabilities: Senior notes payable and other debt, gross 12,140,420 12,709,558 10,829,702 10,617,074 Derivative instruments 14,832 14,832 4,561 4,561 Redeemable OP Units 218,515 218,515 174,552 174,552 For a discussion of the assumptions considered, refer to “ NOTE 2—ACCOUNTING POLICIES .” The use of different market assumptions and estimation methodologies may have a material effect on the reported estimated fair value amounts. Accordingly, the estimates presented above are not necessarily indicative of the amounts we would realize in a current market exchange. |
LITIGATION
LITIGATION | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
LITIGATION | NOTE 12—LITIGATION Proceedings against Tenants, Operators and Managers From time to time, Atria, Sunrise, Brookdale Senior Living, Ardent, Kindred 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 From time to time, we are party to various legal actions, regulatory investigations and claims (some of which may not be insured and some of which may allege large damage amounts) arising in connection with our senior living and office operations or otherwise in the course of our business. In limited circumstances, the manager of the applicable seniors housing community, MOB or research and innovation center may be contractually obligated to indemnify, defend and hold us harmless against such actions, investigations and claims. It is the opinion of management, except as otherwise set forth in this note, that the disposition of any such actions, investigations and claims that are currently pending will not, individually or in the aggregate, have a Material Adverse Effect on us. However, regardless of their merits, we may be forced to expend significant financial resources to defend and resolve these matters. We are unable to predict the ultimate outcome of these actions, investigations and claims, and if management’s assessment of our liability with respect thereto is incorrect, such actions, investigations and claims could have a Material Adverse Effect on us. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 13—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 nine months ended September 30, 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 September 30, 2019 and 2018 were an expense of $2.0 million and a benefit of $7.3 million , respectively. Our consolidated provisions for income taxes for the nine months ended September 30, 2019 and 2018 were benefits of $57.0 million and $11.3 million , respectively. The income tax benefit for the nine months ended September 30, 2019 was primarily due to the $57.6 million reversal of valuation allowances recorded against the net deferred tax assets of certain of our TRS entities. The income tax benefit for the nine months ended September 30, 2018 was primarily due to operating losses at our TRS entities. During the second quarter of 2019 , we concluded it was “more-likely-than-not” that the deferred tax assets of certain of our TRS entities would be realized, which resulted in a $57.6 million deferred tax benefit. These deferred tax assets are primarily US federal NOL carryforwards which begin to expire in 2031. This conclusion was based on recently sustained profitability and recent upward revisions to estimates of future taxable income for these TRS entities. Realization of a deferred tax benefit related to NOLs depends, in part, upon generating sufficient taxable income within the relevant carryforward period. In addition to the aforementioned NOLs, the company has other TRS NOL carryforwards that will begin to expire in 2026, while REIT NOL carryforwards will begin to expire within the current year. 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 $147.5 million and $205.2 million as of September 30, 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. Generally, we are subject to audit under the statute of limitations by the Internal Revenue Service for the year ended December 31, 2016 and subsequent years and are subject to audit by state taxing authorities for the year ended December 31, 2015 and subsequent years. We are subject to audit generally under the statutes of limitation by the Canada Revenue Agency and provincial authorities with respect to the Canadian entities for the year ended December 31, 2015 and subsequent years. We are subject to audit in the United Kingdom generally for periods ended in and subsequent to 2017. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 14—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”). During the nine months ended September 30, 2019 , we sold 2.7 million shares of common stock under our ATM program for gross proceeds of $66.75 per share. As of September 30, 2019 , $822.1 million of our common stock remained available for sale under our ATM program. In June 2019, we sold 12.7 million shares of our common stock under a registered public offering for gross proceeds of $62.75 per share. We used the majority of the net proceeds to fund our LGM Acquisition. See “ NOTE 4—ACQUISITIONS OF REAL ESTATE PROPERTY ” and “ NOTE 6—LOANS RECEIVABLE AND INVESTMENTS ” for additional information regarding the LGM Acquisition. Accumulated Other Comprehensive Loss The following is a summary of our accumulated other comprehensive loss: As of September 30, 2019 As of December 31, 2018 (In thousands) Foreign currency translation $ (66,786 ) $ (55,016 ) Accumulated unrealized gain on available for sale securities 19,480 15,746 Derivative instruments (12,551 ) 19,688 Total accumulated other comprehensive loss $ (59,857 ) $ (19,582 ) |
EARNINGS PER COMMON SHARE
EARNINGS PER COMMON SHARE | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
EARNINGS PER COMMON SHARE | NOTE 15—EARNINGS PER SHARE The following table shows the amounts used in computing our basic and diluted earnings per share: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2019 2018 2019 2018 (In thousands, except per share amounts) Numerator for basic and diluted earnings per share: Income from continuing operations $ 86,918 $ 103,281 $ 426,404 $ 352,689 Discontinued operations — — — (10 ) Net income 86,918 103,281 426,404 352,679 Net income attributable to noncontrolling interests 1,659 1,309 4,831 5,485 Net income attributable to common stockholders $ 85,259 $ 101,972 $ 421,573 $ 347,194 Denominator: Denominator for basic earnings per share—weighted average shares 372,426 356,318 363,724 356,224 Effect of dilutive securities: Stock options 640 227 445 152 Restricted stock awards 567 396 492 271 OP unitholder interests 2,992 2,414 2,996 2,421 Denominator for diluted earnings per share—adjusted weighted average shares 376,625 359,355 367,657 359,068 Basic earnings per share: Income from continuing operations $ 0.23 $ 0.29 $ 1.17 $ 0.99 Net income attributable to common stockholders 0.23 0.29 1.16 0.97 Diluted earnings per share: Income from continuing operations $ 0.23 $ 0.29 $ 1.16 $ 0.98 Net income attributable to common stockholders 0.23 0.28 1.15 0.97 Dividends declared per common share $ 0.7925 $ 0.79 $ 2.3775 $ 2.37 |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | NOTE 16—SEGMENT INFORMATION As of September 30, 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 and Sunrise, 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 September 30, 2019 Triple-Net Senior Office All Total (In thousands) Revenues: Rental income $ 193,383 $ — $ 214,939 $ — $ 408,322 Resident fees and services — 541,090 — — 541,090 Office building and other services revenue — — 2,059 900 2,959 Income from loans and investments — — — 30,164 30,164 Interest and other income — — — 620 620 Total revenues $ 193,383 $ 541,090 $ 216,998 $ 31,684 $ 983,155 Total revenues $ 193,383 $ 541,090 $ 216,998 $ 31,684 $ 983,155 Less: Interest and other income — — — 620 620 Property-level operating expenses 6,338 388,011 67,144 — 461,493 Office building services costs — — 627 — 627 Segment NOI $ 187,045 $ 153,079 $ 149,227 $ 31,064 520,415 Interest and other income 620 Interest expense (113,967 ) Depreciation and amortization (234,603 ) General, administrative and professional fees (40,530 ) Loss on extinguishment of debt, net (37,434 ) Merger-related expenses and deal costs (4,304 ) Other (2,164 ) Income from unconsolidated entities 854 Gain on real estate dispositions 36 Income tax expense (2,005 ) Income from continuing operations 86,918 Discontinued operations — Net income 86,918 Net income attributable to noncontrolling interests 1,659 Net income attributable to common stockholders $ 85,259 For the Three Months Ended September 30, 2018 Triple-Net Leased Properties Senior Living Operations Office Operations All Other Total (In thousands) Revenues: Rental income $ 190,117 $ — $ 193,911 $ — $ 384,028 Resident fees and services — 518,560 — — 518,560 Office building and other services revenue 202 — 2,175 911 3,288 Income from loans and investments — — — 18,108 18,108 Interest and other income — — — 12,554 12,554 Total revenues $ 190,319 $ 518,560 $ 196,086 $ 31,573 $ 936,538 Total revenues $ 190,319 $ 518,560 $ 196,086 $ 31,573 $ 936,538 Less: Interest and other income — — — 12,554 12,554 Property-level operating expenses — 366,721 61,668 — 428,389 Office building services costs — — 431 — 431 Segment NOI $ 190,319 $ 151,839 $ 133,987 $ 19,019 495,164 Interest and other income 12,554 Interest expense (107,581 ) Depreciation and amortization (218,579 ) General, administrative and professional fees (39,677 ) Loss on extinguishment of debt, net (39,527 ) Merger-related expenses and deal costs (4,458 ) Other (1,244 ) Loss from unconsolidated entities (716 ) Gain on real estate dispositions 18 Income tax benefit 7,327 Income from continuing operations 103,281 Discontinued operations — Net income 103,281 Net income attributable to noncontrolling interests 1,309 Net income attributable to common stockholders $ 101,972 For the Nine Months Ended September 30, 2019 Triple-Net Senior Office All Total (In thousands) Revenues: Rental income $ 589,833 $ — $ 618,555 $ — $ 1,208,388 Resident fees and services — 1,583,262 — — 1,583,262 Office building and other services revenue — — 5,685 2,483 8,168 Income from loans and investments — — — 66,819 66,819 Interest and other income — — — 10,109 10,109 Total revenues $ 589,833 $ 1,583,262 $ 624,240 $ 79,411 $ 2,876,746 Total revenues $ 589,833 $ 1,583,262 $ 624,240 $ 79,411 $ 2,876,746 Less: Interest and other income — — — 10,109 10,109 Property-level operating expenses 20,092 1,115,834 191,972 — 1,327,898 Office building services costs — — 1,775 — 1,775 Segment NOI $ 569,741 $ 467,428 $ 430,493 $ 69,302 1,536,964 Interest and other income 10,109 Interest expense (334,955 ) Depreciation and amortization (696,710 ) General, administrative and professional fees (124,369 ) Loss on extinguishment of debt, net (41,861 ) Merger-related expenses and deal costs (11,084 ) Other 9,294 Loss from unconsolidated entities (2,621 ) Gain on real estate dispositions 24,633 Income tax benefit 57,004 Income from continuing operations 426,404 Discontinued operations — Net income 426,404 Net income attributable to noncontrolling interests 4,831 Net income attributable to common stockholders $ 421,573 For the Nine Months Ended September 30, 2018 Triple-Net Senior Office All Total (In thousands) Revenues: Rental income $ 548,628 $ — $ 580,471 $ — $ 1,129,099 Resident fees and services — 1,552,302 — — 1,552,302 Office building and other services revenue 2,522 — 5,785 2,598 10,905 Income from loans and investments — — — 105,706 105,706 Interest and other income — — — 24,535 24,535 Total revenues $ 551,150 $ 1,552,302 $ 586,256 $ 132,839 $ 2,822,547 Total revenues $ 551,150 $ 1,552,302 $ 586,256 $ 132,839 $ 2,822,547 Less: Interest and other income — — — 24,535 24,535 Property-level operating expenses — 1,080,053 182,662 — 1,262,715 Office building services costs — — 1,080 — 1,080 Segment NOI $ 551,150 $ 472,249 $ 402,514 $ 108,304 1,534,217 Interest and other income 24,535 Interest expense (331,973 ) Depreciation and amortization (675,363 ) General, administrative and professional fees (113,507 ) Loss on extinguishment of debt, net (50,411 ) Merger-related expenses and deal costs (26,288 ) Other (7,891 ) Loss from unconsolidated entities (47,826 ) Gain on real estate dispositions 35,893 Income tax benefit 11,303 Income from continuing operations 352,689 Discontinued operations (10 ) Net income 352,679 Net income attributable to noncontrolling interests 5,485 Net income attributable to common stockholders $ 347,194 Capital expenditures, including investments in real estate property and development project expenditures, by reportable business segment are as follows: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2019 2018 2019 2018 (In thousands) Capital expenditures: Triple-net leased properties $ 13,558 $ 10,773 $ 27,805 $ 31,781 Senior living operations 780,837 36,138 845,290 90,892 Office operations 94,396 82,294 396,342 216,500 Total capital expenditures $ 888,791 $ 129,205 $ 1,269,437 $ 339,173 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 September 30, For the Nine Months Ended September 30, 2019 2018 2019 2018 (In thousands) Revenues: United States $ 904,031 $ 881,477 $ 2,688,329 $ 2,656,487 Canada 72,495 48,080 167,881 144,366 United Kingdom 6,629 6,981 20,536 21,694 Total revenues $ 983,155 $ 936,538 $ 2,876,746 $ 2,822,547 As of September 30, 2019 As of December 31, 2018 (In thousands) Net real estate property: United States $ 18,917,383 $ 18,861,163 Canada 2,764,468 963,588 United Kingdom 250,187 268,906 Total net real estate property $ 21,932,038 $ 20,093,657 |
CONDENSED CONSOLIDATING INFORMA
CONDENSED CONSOLIDATING INFORMATION (Unaudited) | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
CONDENSED CONSOLIDATING INFORMATION (Unaudited) | NOTE 17—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 September 30, 2019 and December 31, 2018 and for the three and nine months ended September 30, 2019 and 2018 . CONDENSED CONSOLIDATING BALANCE SHEET As of September 30, 2019 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Assets Net real estate investments $ 3,488 $ 109,211 $ 22,574,958 $ — $ 22,687,657 Cash and cash equivalents 17,632 — 130,431 — 148,063 Escrow deposits and restricted cash 1,328 128 59,077 — 60,533 Investment in and advances to affiliates 15,895,610 2,726,198 — (18,621,808 ) — Goodwill — — 1,049,985 — 1,049,985 Assets held for sale — — 4,520 — 4,520 Other assets 92,361 2,198 758,236 — 852,795 Total assets $ 16,010,419 $ 2,837,735 $ 24,577,207 $ (18,621,808 ) $ 24,803,553 Liabilities and equity Liabilities: Senior notes payable and other debt $ — $ 8,256,489 $ 3,796,695 $ — $ 12,053,184 Intercompany loans 8,741,304 (5,038,388 ) (3,702,916 ) — — Accrued interest (13,265 ) 72,477 26,002 — 85,214 Operating lease liabilities 11,285 520 237,432 — 249,237 Accounts payable and other liabilities 333,433 22,084 838,645 — 1,194,162 Liabilities related to assets held for sale — 569 962 — 1,531 Deferred income taxes 608 — 146,916 — 147,524 Total liabilities 9,073,365 3,313,751 1,343,736 — 13,730,852 Redeemable OP unitholder and noncontrolling interests 18,433 — 218,359 — 236,792 Total equity 6,918,621 (476,016 ) 23,015,112 (18,621,808 ) 10,835,909 Total liabilities and equity $ 16,010,419 $ 2,837,735 $ 24,577,207 $ (18,621,808 ) $ 24,803,553 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 September 30, 2019 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Revenues Rental income $ 270 $ 35,852 $ 372,200 $ — $ 408,322 Resident fees and services — — 541,090 — 541,090 Office building and other services revenue — — 2,959 — 2,959 Income from loans and investments 817 — 29,347 — 30,164 Equity earnings in affiliates 69,503 — (853 ) (68,650 ) — Interest and other income 141 64 415 — 620 Total revenues 70,731 35,916 945,158 (68,650 ) 983,155 Expenses Interest (25,929 ) 79,156 60,740 — 113,967 Depreciation and amortization 1,429 1,328 231,846 — 234,603 Property-level operating expenses — 136 461,357 — 461,493 Office building services costs — — 627 — 627 General, administrative and professional fees 6,174 3,433 30,923 — 40,530 Loss on extinguishment of debt, net — 37,434 — — 37,434 Merger-related expenses and deal costs 1,974 — 2,330 — 4,304 Other 1,030 2 1,132 — 2,164 Total expenses (15,322 ) 121,489 788,955 — 895,122 Income (loss) before unconsolidated entities, real estate dispositions, income taxes, discontinued operations and noncontrolling interests 86,053 (85,573 ) 156,203 (68,650 ) 88,033 Gain from unconsolidated entities — — 854 — 854 Gain (loss) on real estate dispositions — 88 (52 ) — 36 Income tax expense (794 ) — (1,211 ) — (2,005 ) Income (loss) from continuing operations 85,259 (85,485 ) 155,794 (68,650 ) 86,918 Discontinued operations — — — — — Net income (loss) 85,259 (85,485 ) 155,794 (68,650 ) 86,918 Net income attributable to noncontrolling interests — — 1,659 — 1,659 Net income (loss) attributable to common stockholders $ 85,259 $ (85,485 ) $ 154,135 $ (68,650 ) $ 85,259 CONDENSED CONSOLIDATING STATEMENT OF INCOME For the Three Months Ended September 30, 2018 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Revenues Rental income $ 275 $ 35,189 $ 348,564 $ — $ 384,028 Resident fees and services — — 518,560 — 518,560 Office building and other services revenue — — 3,288 — 3,288 Income from loans and investments 387 — 17,721 — 18,108 Equity earnings in affiliates 74,048 — (874 ) (73,174 ) — Interest and other income 12,335 8 211 — 12,554 Total revenues 87,045 35,197 887,470 (73,174 ) 936,538 Expenses Interest (19,307 ) 80,255 46,633 — 107,581 Depreciation and amortization 1,365 1,411 215,803 — 218,579 Property-level operating expenses — 77 428,312 — 428,389 Office building services costs — — 431 — 431 General, administrative and professional fees 2,744 4,477 32,456 — 39,677 Loss on extinguishment of debt, net 202 36,219 3,106 — 39,527 Merger-related expenses and deal costs 2,980 — 1,478 — 4,458 Other 28 25 1,191 — 1,244 Total expenses (11,988 ) 122,464 729,410 — 839,886 Income (loss) before unconsolidated entities, real estate dispositions, income taxes, discontinued operations and noncontrolling interests 99,033 (87,267 ) 158,060 (73,174 ) 96,652 Loss from unconsolidated entities — — (716 ) — (716 ) (Loss) gain on real estate dispositions (5 ) — 23 — 18 Income tax benefit 2,944 — 4,383 — 7,327 Income (loss) from continuing operations 101,972 (87,267 ) 161,750 (73,174 ) 103,281 Discontinued operations — — — — — Net income (loss) 101,972 (87,267 ) 161,750 (73,174 ) 103,281 Net income attributable to noncontrolling interests — — 1,309 — 1,309 Net income (loss) attributable to common stockholders $ 101,972 $ (87,267 ) $ 160,441 $ (73,174 ) $ 101,972 CONDENSED CONSOLIDATING STATEMENT OF INCOME For the Nine Months Ended September 30, 2019 Ventas, Inc. Ventas Ventas Consolidated Consolidated (In thousands) Revenues Rental income $ 804 $ 107,036 $ 1,100,548 $ — $ 1,208,388 Resident fees and services — — 1,583,262 — 1,583,262 Office building and other services revenue — — 8,168 — 8,168 Income from loans and investments 1,975 — 64,844 — 66,819 Equity earnings in affiliates 370,164 — (1,980 ) (368,184 ) — Interest and other income 162 144 9,803 — 10,109 Total revenues 373,105 107,180 2,764,645 (368,184 ) 2,876,746 Expenses Interest (64,272 ) 245,189 154,038 — 334,955 Depreciation and amortization 4,241 4,083 688,386 — 696,710 Property-level operating expenses — 449 1,327,449 — 1,327,898 Office building services costs — — 1,775 — 1,775 General, administrative and professional fees 4,586 13,586 106,197 — 124,369 Loss (gain) on extinguishment of debt, net — 41,862 (1 ) — 41,861 Merger-related expenses and deal costs 4,929 — 6,155 — 11,084 Other 1,036 2 (10,332 ) — (9,294 ) Total expenses (49,480 ) 305,171 2,273,667 — 2,529,358 Income (loss) before unconsolidated entities, real estate dispositions, income taxes, discontinued operations and noncontrolling interests 422,585 (197,991 ) 490,978 (368,184 ) 347,388 Loss from unconsolidated entities — — (2,621 ) — (2,621 ) Gain on real estate dispositions — 88 24,545 — 24,633 Income tax (expense) benefit (1,012 ) — 58,016 — 57,004 Income (loss) from continuing operations 421,573 (197,903 ) 570,918 (368,184 ) 426,404 Discontinued operations — — — — — Net income (loss) 421,573 (197,903 ) 570,918 (368,184 ) 426,404 Net income attributable to noncontrolling interests — — 4,831 — 4,831 Net income (loss) attributable to common stockholders $ 421,573 $ (197,903 ) $ 566,087 $ (368,184 ) $ 421,573 CONDENSED CONSOLIDATING STATEMENT OF INCOME For the Nine Months Ended September 30, 2018 Ventas, Inc. Ventas Ventas Consolidated Consolidated (In thousands) Revenues Rental income $ 1,132 $ 103,874 $ 1,024,093 $ — $ 1,129,099 Resident fees and services — — 1,552,302 — 1,552,302 Office building and other services revenue — — 10,905 — 10,905 Income from loans and investments 1,150 — 104,556 — 105,706 Equity earnings in affiliates 278,103 — (2,078 ) (276,025 ) — Interest and other income 23,726 8 801 — 24,535 Total revenues 304,111 103,882 2,690,579 (276,025 ) 2,822,547 Expenses Interest (76,297 ) 245,210 163,060 — 331,973 Depreciation and amortization 4,081 4,277 667,005 — 675,363 Property-level operating expenses — 231 1,262,484 — 1,262,715 Office building services costs — — 1,080 — 1,080 General, administrative and professional fees 2,892 13,142 97,473 — 113,507 Loss on extinguishment of debt, net 356 48,815 1,240 — 50,411 Merger-related expenses and deal costs 23,390 — 2,898 — 26,288 Other 4,524 25 3,342 — 7,891 Total expenses (41,054 ) 311,700 2,198,582 — 2,469,228 Income (loss) before unconsolidated entities, real estate dispositions, income taxes, discontinued operations and noncontrolling interests 345,165 (207,818 ) 491,997 (276,025 ) 353,319 Loss from unconsolidated entities — — (47,826 ) — (47,826 ) (Loss) gain on real estate dispositions (567 ) — 36,460 — 35,893 Income tax benefit 2,606 — 8,697 — 11,303 Income (loss) from continuing operations 347,204 (207,818 ) 489,328 (276,025 ) 352,689 Discontinued operations (10 ) — — — (10 ) Net income (loss) 347,194 (207,818 ) 489,328 (276,025 ) 352,679 Net income attributable to noncontrolling interests — — 5,485 — 5,485 Net income (loss) attributable to common stockholders $ 347,194 $ (207,818 ) $ 483,843 $ (276,025 ) $ 347,194 CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME For the Three Months Ended September 30, 2019 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Net income (loss) $ 85,259 $ (85,485 ) $ 155,794 $ (68,650 ) $ 86,918 Other comprehensive loss: Foreign currency translation (9,824 ) — 2,813 — (7,011 ) Unrealized loss on available for sale securities (259 ) — (2,903 ) — (3,162 ) Derivative instruments 799 (9,070 ) (1,742 ) — (10,013 ) Total other comprehensive loss (9,284 ) (9,070 ) (1,832 ) — (20,186 ) Comprehensive income (loss) 75,975 (94,555 ) 153,962 (68,650 ) 66,732 Comprehensive income attributable to noncontrolling interests — — 1,659 — 1,659 Comprehensive income (loss) attributable to common stockholders $ 75,975 $ (94,555 ) $ 152,303 $ (68,650 ) $ 65,073 For the Three Months Ended September 30, 2018 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Net income (loss) $ 101,972 $ (87,267 ) $ 161,750 $ (73,174 ) $ 103,281 Other comprehensive income: Foreign currency translation — — (5,018 ) — (5,018 ) Unrealized gain on available for sale securities — — 5,131 — 5,131 Derivative instruments — — 2,801 — 2,801 Total other comprehensive income — — 2,914 — 2,914 Comprehensive income (loss) 101,972 (87,267 ) 164,664 (73,174 ) 106,195 Comprehensive income attributable to noncontrolling interests — — 1,309 — 1,309 Comprehensive income (loss) attributable to common stockholders $ 101,972 $ (87,267 ) $ 163,355 $ (73,174 ) $ 104,886 CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME For the Nine Months Ended September 30, 2019 Ventas, Inc. Ventas Ventas Consolidated Consolidated (In thousands) Net income (loss) $ 421,573 $ (197,903 ) $ 570,918 $ (368,184 ) $ 426,404 Other comprehensive loss: Foreign currency translation (11,476 ) — (294 ) — (11,770 ) Unrealized (loss) gain on available for sale securities (2,246 ) — 5,980 — 3,734 Derivative instruments 2,522 (27,461 ) (7,137 ) — (32,076 ) Total other comprehensive loss (11,200 ) (27,461 ) (1,451 ) — (40,112 ) Comprehensive income (loss) 410,373 (225,364 ) 569,467 (368,184 ) 386,292 Comprehensive income attributable to noncontrolling interests — — 4,831 — 4,831 Comprehensive income (loss) attributable to common stockholders $ 410,373 $ (225,364 ) $ 564,636 $ (368,184 ) $ 381,461 For the Nine Months Ended September 30, 2018 Ventas, Inc. Ventas Ventas Consolidated Consolidated (In thousands) Net income (loss) $ 347,194 $ (207,818 ) $ 489,328 $ (276,025 ) $ 352,679 Other comprehensive income: Foreign currency translation — — (8,061 ) — (8,061 ) Unrealized gain on available for sale securities — — 17,816 — 17,816 Derivative instruments — — 17,418 — 17,418 Total other comprehensive income — — 27,173 — 27,173 Comprehensive income (loss) 347,194 (207,818 ) 516,501 (276,025 ) 379,852 Comprehensive income attributable to noncontrolling interests — — 5,485 — 5,485 Comprehensive income (loss) attributable to common stockholders $ 347,194 $ (207,818 ) $ 511,016 $ (276,025 ) $ 374,367 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Nine Months Ended September 30, 2019 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Net cash provided by (used in) operating activities $ 19,196 $ (158,086 ) $ 1,222,438 $ — $ 1,083,548 Cash flows from investing activities: Net investment in real estate property (217,486 ) — (722,319 ) — (939,805 ) Investment in loans receivable (21,579 ) — (1,235,998 ) — (1,257,577 ) Proceeds from real estate disposals 77,245 — 310 — 77,555 Proceeds from loans receivable 44 — 1,008,639 — 1,008,683 Development project expenditures — (169 ) (229,676 ) — (229,845 ) Capital expenditures — — (99,787 ) — (99,787 ) Distributions from unconsolidated entities — — 151 — 151 Investment in unconsolidated entities — — (1,711 ) — (1,711 ) Insurance proceeds for property damage claims — — 20,457 — 20,457 Net cash used in investing activities (161,776 ) (169 ) (1,259,934 ) — (1,421,879 ) Cash flows from financing activities: Net change in borrowings under revolving credit facilities — (407,381 ) 686,058 — 278,677 Net change in borrowings under commercial paper program — 304,508 — — 304,508 Proceeds from debt — 1,793,154 413,423 — 2,206,577 Repayment of debt — (2,109,880 ) (346,255 ) — (2,456,135 ) Net change in intercompany debt 54,413 594,202 (648,615 ) — — Payment of deferred financing costs — (16,348 ) (1,519 ) — (17,867 ) Issuance of common stock, net 942,250 — — — 942,250 Cash distribution to common stockholders (861,789 ) — — — (861,789 ) Cash distribution to redeemable OP unitholders — — (6,882 ) — (6,882 ) Cash issued for redemption of OP Units — — (361 ) — (361 ) Contributions from noncontrolling interests — — 4,959 — 4,959 Distributions to noncontrolling interests — — (6,403 ) — (6,403 ) Proceeds from stock option exercises 34,134 — — — 34,134 Other (6,592 ) — (9 ) — (6,601 ) Net cash provided by financing activities 162,416 158,255 94,396 — 415,067 Net increase in cash, cash equivalents and restricted cash 19,836 — 56,900 — 76,736 Effect of foreign currency translation (11,557 ) — 11,953 — 396 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 $ 18,960 $ 128 $ 189,508 $ — $ 208,596 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Nine Months Ended September 30, 2018 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Net cash provided by (used in) operating activities $ 30,077 $ (163,311 ) $ 1,150,856 $ — $ 1,017,622 Cash flows from investing activities: Net investment in real estate property (35,800 ) — — — (35,800 ) Investment in loans receivable and other (3,036 ) — (209,053 ) — (212,089 ) Proceeds from real estate disposals 331,243 — — — 331,243 Proceeds from loans receivable 1,473 — 864,840 — 866,313 Development project expenditures — — (230,348 ) — (230,348 ) Capital expenditures — — (73,025 ) — (73,025 ) Distributions from unconsolidated entities — — 57,430 — 57,430 Investment in unconsolidated entities — — (45,106 ) — (45,106 ) Insurance proceeds for property damage claims — — 6,327 — 6,327 Net cash provided by investing activities 293,880 — 371,065 — 664,945 Cash flows from financing activities: Net change in borrowings under revolving credit facility — 49,438 (8,146 ) — 41,292 Proceeds from debt — 2,309,141 103,279 — 2,412,420 Repayment of debt — (2,949,456 ) (344,648 ) — (3,294,104 ) Purchase of noncontrolling interests (2,429 ) — — — (2,429 ) Net change in intercompany debt 976,533 769,781 (1,746,314 ) — — Payment of deferred financing costs — (15,593 ) (990 ) — (16,583 ) Cash distribution (to) from affiliates (473,343 ) — 473,343 — — Cash distribution to common stockholders (845,248 ) — — — (845,248 ) Cash distribution to redeemable OP unitholders — — (5,594 ) — (5,594 ) Cash issued for redemption of OP Units — — (1,370 ) — (1,370 ) Contributions from noncontrolling interest — — 500 — 500 Distributions to noncontrolling interests — — (9,968 ) — (9,968 ) Proceeds from stock option exercises 4,238 — — — 4,238 Other (4,974 ) — — — (4,974 ) Net cash (used in) provided by financing activities (345,223 ) 163,311 (1,539,908 ) — (1,721,820 ) Net decrease in cash, cash equivalents and restricted cash (21,266 ) — (17,987 ) — (39,253 ) Effect of foreign currency translation (12,190 ) — 11,737 — (453 ) 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 $ 13,489 $ 128 $ 134,930 $ — $ 148,547 |
ACCOUNTING POLICIES (Policies)
ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 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 limited liability companies (“LLCs”). |
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. September 30, 2019 December 31, 2018 Total Assets Total Liabilities Total Assets Total Liabilities (In thousands) NHP/PMB L.P. $ 673,490 $ 246,482 $ 673,467 $ 238,147 Other identified VIEs 4,017,793 1,424,350 2,076,715 405,350 Tax credit VIEs 839,743 335,341 797,077 297,004 |
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 September 30, 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 September 30, 2019 and December 31, 2018 , the fair value of the redeemable OP Units was $218.5 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 September 30, 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 September 30, 2019 , we owned ten properties, including one property in development, 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 | 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. |
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. • Available for sale securities - We estimate the fair value of marketable debt securities, including 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 | 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 September 30, 2019 and December 31, 2018 , this cumulative excess totaled $272.6 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. 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 | 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. Upon adoption, we recognized a cumulative effect adjustment to retained earnings of $0.6 million primarily relating to certain costs associated with unexecuted leases that were deferred as of December 31, 2018. In June 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The amendments in ASU 2016-13 require an entity to evaluate a current estimate of all expected credit losses over the life of a financial instrument, which may result in earlier recognition of credit losses on loans and other financial instruments. Under existing guidance, an entity generally only considered past events and current conditions in measuring an incurred loss. ASU 2016-13 is effective for us beginning January 1, 2020 and we are still evaluating the impact of adoption. Adoption of this standard is not expected to have a significant impact on our Consolidated Financial Statements. |
ACCOUNTING POLICIES (Tables)
ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 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. September 30, 2019 December 31, 2018 Total Assets Total Liabilities Total Assets Total Liabilities (In thousands) NHP/PMB L.P. $ 673,490 $ 246,482 $ 673,467 $ 238,147 Other identified VIEs 4,017,793 1,424,350 2,076,715 405,350 Tax credit VIEs 839,743 335,341 797,077 297,004 |
CONCENTRATION OF CREDIT RISK (T
CONCENTRATION OF CREDIT RISK (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2019 2018 Revenues (1) : Brookdale Senior Living 4.6 % 4.8 % Ardent 3.0 3.1 Kindred 3.3 3.5 NOI: Brookdale Senior Living 8.6 % 8.9 % Ardent 5.7 5.8 Kindred 6.2 6.6 (1) Total revenues include office building and other services revenue, income from loans and investments and interest and other income. |
DISPOSITIONS (Tables)
DISPOSITIONS (Tables) | 9 Months Ended |
Sep. 30, 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, which may include anticipated post-closing settlements of working capital for disposed properties. As of September 30, 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 2 $ 3,645 $ 573 1 $ 5,482 $ 40 Office Operations — 8 403 — 160 152 Senior Living Operations 1 867 555 — (188 ) 13 Total 3 $ 4,520 $ 1,531 1 $ 5,454 $ 205 |
LOANS RECEIVABLE AND INVESTME_2
LOANS RECEIVABLE AND INVESTMENTS (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2019: Secured/mortgage loans and other, net $ 653,691 $ 653,691 $ 653,656 $ — Government-sponsored pooled loan investments, net (1) 56,023 51,492 56,023 4,531 Total investments reported as secured loans receivable and investments, net 709,714 705,183 709,679 4,531 Non-mortgage loans receivable, net 62,852 62,852 62,952 — Marketable debt securities (2) 227,947 212,998 227,947 14,949 Total loans receivable and investments, net $ 1,000,513 $ 981,033 $ 1,000,578 $ 19,480 As of December 31, 2018: Secured/mortgage loans and other, net $ 439,491 $ 439,491 $ 425,290 $ — Government-sponsored pooled loan investments, net (3) 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 — Marketable debt securities (4) 206,442 197,473 206,442 8,969 Total loans receivable and investments, net $ 756,475 $ 740,729 $ 742,191 $ 15,746 (1) As of September 30, 2019, investments in government-sponsored pool loans have contractual maturity dates in 2021 and 2023. (2) As of September 30, 2019, investments in marketable debt securities have contractual maturity dates in 2024 and 2026. (3) |
INTANGIBLES (Tables)
INTANGIBLES (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Intangible Assets, Intangible Liabilities, And Goodwill Disclosure [Abstract] | |
Schedule of Intangibles | The following is a summary of our intangibles: As of September 30, 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 $ 168,152 6.5 $ 181,393 6.7 In-place and other lease intangibles 1,166,763 11.0 1,321,562 24.7 Goodwill 1,049,985 N/A 1,050,548 N/A Other intangibles 35,805 11.2 35,759 11.8 Accumulated amortization (929,383 ) N/A (921,107 ) N/A Net intangible assets $ 1,491,322 10.5 $ 1,668,155 22.9 Intangible liabilities: Below market lease intangibles $ 352,132 14.5 $ 356,771 14.4 Other lease intangibles 13,498 N/A 31,418 46.5 Accumulated amortization (200,925 ) N/A (191,909 ) N/A Purchase option intangibles 3,568 N/A 3,568 N/A Net intangible liabilities $ 168,273 14.5 $ 199,848 17.2 N/A—Not Applicable. |
OTHER ASSETS (Tables)
OTHER ASSETS (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2019 As of December 31, 2018 (In thousands) Straight-line rent receivables $ 272,566 $ 250,023 Non-mortgage loans receivable, net 62,852 54,164 Marketable debt securities 227,947 206,442 Other intangibles, net 5,262 5,623 Investment in unconsolidated operating entities 56,117 56,820 Other 228,051 186,113 Total other assets $ 852,795 $ 759,185 |
SENIOR NOTES PAYABLE AND OTHE_2
SENIOR NOTES PAYABLE AND OTHER DEBT (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2019 As of December 31, 2018 (In thousands) Unsecured revolving credit facility (1) $ 983,788 $ 765,919 Commercial paper notes 305,000 — Secured revolving construction credit facility due 2022 143,108 90,488 3.00% Senior Notes, Series A due 2019 (2) — 293,319 2.70% Senior Notes due 2020 — 500,000 4.25% Senior Notes due 2022 — 600,000 3.25% Senior Notes due 2022 500,000 500,000 3.30% Senior Notes, Series C due 2022 (2) 188,836 183,325 Unsecured term loan due 2023 200,000 300,000 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) 207,720 201,657 Unsecured term loan due 2024 — 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) 188,836 183,324 Unsecured term loan due 2025 (2) 377,672 — 3.50% Senior Notes due 2025 600,000 600,000 2.65% Senior Notes due 2025 450,000 — 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 3.00% Senior Notes due 2030 650,000 — 6.90% Senior Notes due 2037 (3) 52,400 52,400 6.59% Senior Notes due 2038 (3) 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 2,020,237 1,127,697 Total 12,140,420 10,829,702 Deferred financing costs, net (80,556 ) (69,615 ) Unamortized fair value adjustment 21,103 (1,163 ) Unamortized discounts (27,783 ) (25,225 ) Senior notes payable and other debt $ 12,053,184 $ 10,733,699 (1) As of September 30, 2019 and December 31, 2018 , respectively, $702.8 million and $23.1 million of aggregate borrowings were denominated in Canadian dollars. Aggregate borrowings of $25.9 million and $27.8 million were denominated in British pounds as of September 30, 2019 and December 31, 2018 , respectively. (2) Canadian Dollar debt obligations shown in US Dollars. (3) Our 6.90% senior notes due 2037 are subject to repurchase, at the option of the holders, on October 1, 2027, and our 6.59% senior notes due 2038 are subject to repurchase, at the option of the holders, on July 7 in each of 2023 and 2028. |
Scheduled Maturities of Borrowing Arrangements and Other Provisions Excluding Capital Lease Obligations | As of September 30, 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 $ 119,214 $ 305,000 $ 10,284 $ 434,498 2020 280,835 — 37,927 318,762 2021 126,121 983,788 36,651 1,146,560 2022 1,240,945 — 30,879 1,271,824 2023 1,595,197 — 17,253 1,612,450 Thereafter 7,268,882 — 87,444 7,356,326 Total maturities $ 10,631,194 $ 1,288,788 $ 220,438 $ 12,140,420 (1) At September 30, 2019 , we had $1.1 billion of borrowings outstanding under our unsecured revolving credit facility and commercial paper program, net of $148.1 million of unrestricted cash and cash equivalents. |
FAIR VALUES OF FINANCIAL INST_2
FAIR VALUES OF FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Carrying Amounts and Fair Values of Financial Instruments | The carrying amounts and fair values of our financial instruments were as follows: As of September 30, 2019 As of December 31, 2018 Carrying Amount Fair Value Carrying Amount Fair Value (In thousands) Assets: Cash and cash equivalents $ 148,063 $ 148,063 $ 72,277 $ 72,277 Secured mortgage loans and other, net 653,691 653,656 439,491 425,290 Non-mortgage loans receivable, net 62,852 62,952 54,164 54,081 Marketable debt securities 227,947 227,947 206,442 206,442 Government-sponsored pooled loan investments 56,023 56,023 56,378 56,378 Derivative instruments 1,462 1,462 6,012 6,012 Liabilities: Senior notes payable and other debt, gross 12,140,420 12,709,558 10,829,702 10,617,074 Derivative instruments 14,832 14,832 4,561 4,561 Redeemable OP Units 218,515 218,515 174,552 174,552 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income | The following is a summary of our accumulated other comprehensive loss: As of September 30, 2019 As of December 31, 2018 (In thousands) Foreign currency translation $ (66,786 ) $ (55,016 ) Accumulated unrealized gain on available for sale securities 19,480 15,746 Derivative instruments (12,551 ) 19,688 Total accumulated other comprehensive loss $ (59,857 ) $ (19,582 ) |
EARNINGS PER COMMON SHARE (Tabl
EARNINGS PER COMMON SHARE (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, For the Nine Months Ended September 30, 2019 2018 2019 2018 (In thousands, except per share amounts) Numerator for basic and diluted earnings per share: Income from continuing operations $ 86,918 $ 103,281 $ 426,404 $ 352,689 Discontinued operations — — — (10 ) Net income 86,918 103,281 426,404 352,679 Net income attributable to noncontrolling interests 1,659 1,309 4,831 5,485 Net income attributable to common stockholders $ 85,259 $ 101,972 $ 421,573 $ 347,194 Denominator: Denominator for basic earnings per share—weighted average shares 372,426 356,318 363,724 356,224 Effect of dilutive securities: Stock options 640 227 445 152 Restricted stock awards 567 396 492 271 OP unitholder interests 2,992 2,414 2,996 2,421 Denominator for diluted earnings per share—adjusted weighted average shares 376,625 359,355 367,657 359,068 Basic earnings per share: Income from continuing operations $ 0.23 $ 0.29 $ 1.17 $ 0.99 Net income attributable to common stockholders 0.23 0.29 1.16 0.97 Diluted earnings per share: Income from continuing operations $ 0.23 $ 0.29 $ 1.16 $ 0.98 Net income attributable to common stockholders 0.23 0.28 1.15 0.97 Dividends declared per common share $ 0.7925 $ 0.79 $ 2.3775 $ 2.37 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Summary information by reportable business segment | Summary information by reportable business segment is as follows: For the Three Months Ended September 30, 2019 Triple-Net Senior Office All Total (In thousands) Revenues: Rental income $ 193,383 $ — $ 214,939 $ — $ 408,322 Resident fees and services — 541,090 — — 541,090 Office building and other services revenue — — 2,059 900 2,959 Income from loans and investments — — — 30,164 30,164 Interest and other income — — — 620 620 Total revenues $ 193,383 $ 541,090 $ 216,998 $ 31,684 $ 983,155 Total revenues $ 193,383 $ 541,090 $ 216,998 $ 31,684 $ 983,155 Less: Interest and other income — — — 620 620 Property-level operating expenses 6,338 388,011 67,144 — 461,493 Office building services costs — — 627 — 627 Segment NOI $ 187,045 $ 153,079 $ 149,227 $ 31,064 520,415 Interest and other income 620 Interest expense (113,967 ) Depreciation and amortization (234,603 ) General, administrative and professional fees (40,530 ) Loss on extinguishment of debt, net (37,434 ) Merger-related expenses and deal costs (4,304 ) Other (2,164 ) Income from unconsolidated entities 854 Gain on real estate dispositions 36 Income tax expense (2,005 ) Income from continuing operations 86,918 Discontinued operations — Net income 86,918 Net income attributable to noncontrolling interests 1,659 Net income attributable to common stockholders $ 85,259 For the Three Months Ended September 30, 2018 Triple-Net Leased Properties Senior Living Operations Office Operations All Other Total (In thousands) Revenues: Rental income $ 190,117 $ — $ 193,911 $ — $ 384,028 Resident fees and services — 518,560 — — 518,560 Office building and other services revenue 202 — 2,175 911 3,288 Income from loans and investments — — — 18,108 18,108 Interest and other income — — — 12,554 12,554 Total revenues $ 190,319 $ 518,560 $ 196,086 $ 31,573 $ 936,538 Total revenues $ 190,319 $ 518,560 $ 196,086 $ 31,573 $ 936,538 Less: Interest and other income — — — 12,554 12,554 Property-level operating expenses — 366,721 61,668 — 428,389 Office building services costs — — 431 — 431 Segment NOI $ 190,319 $ 151,839 $ 133,987 $ 19,019 495,164 Interest and other income 12,554 Interest expense (107,581 ) Depreciation and amortization (218,579 ) General, administrative and professional fees (39,677 ) Loss on extinguishment of debt, net (39,527 ) Merger-related expenses and deal costs (4,458 ) Other (1,244 ) Loss from unconsolidated entities (716 ) Gain on real estate dispositions 18 Income tax benefit 7,327 Income from continuing operations 103,281 Discontinued operations — Net income 103,281 Net income attributable to noncontrolling interests 1,309 Net income attributable to common stockholders $ 101,972 For the Nine Months Ended September 30, 2019 Triple-Net Senior Office All Total (In thousands) Revenues: Rental income $ 589,833 $ — $ 618,555 $ — $ 1,208,388 Resident fees and services — 1,583,262 — — 1,583,262 Office building and other services revenue — — 5,685 2,483 8,168 Income from loans and investments — — — 66,819 66,819 Interest and other income — — — 10,109 10,109 Total revenues $ 589,833 $ 1,583,262 $ 624,240 $ 79,411 $ 2,876,746 Total revenues $ 589,833 $ 1,583,262 $ 624,240 $ 79,411 $ 2,876,746 Less: Interest and other income — — — 10,109 10,109 Property-level operating expenses 20,092 1,115,834 191,972 — 1,327,898 Office building services costs — — 1,775 — 1,775 Segment NOI $ 569,741 $ 467,428 $ 430,493 $ 69,302 1,536,964 Interest and other income 10,109 Interest expense (334,955 ) Depreciation and amortization (696,710 ) General, administrative and professional fees (124,369 ) Loss on extinguishment of debt, net (41,861 ) Merger-related expenses and deal costs (11,084 ) Other 9,294 Loss from unconsolidated entities (2,621 ) Gain on real estate dispositions 24,633 Income tax benefit 57,004 Income from continuing operations 426,404 Discontinued operations — Net income 426,404 Net income attributable to noncontrolling interests 4,831 Net income attributable to common stockholders $ 421,573 For the Nine Months Ended September 30, 2018 Triple-Net Senior Office All Total (In thousands) Revenues: Rental income $ 548,628 $ — $ 580,471 $ — $ 1,129,099 Resident fees and services — 1,552,302 — — 1,552,302 Office building and other services revenue 2,522 — 5,785 2,598 10,905 Income from loans and investments — — — 105,706 105,706 Interest and other income — — — 24,535 24,535 Total revenues $ 551,150 $ 1,552,302 $ 586,256 $ 132,839 $ 2,822,547 Total revenues $ 551,150 $ 1,552,302 $ 586,256 $ 132,839 $ 2,822,547 Less: Interest and other income — — — 24,535 24,535 Property-level operating expenses — 1,080,053 182,662 — 1,262,715 Office building services costs — — 1,080 — 1,080 Segment NOI $ 551,150 $ 472,249 $ 402,514 $ 108,304 1,534,217 Interest and other income 24,535 Interest expense (331,973 ) Depreciation and amortization (675,363 ) General, administrative and professional fees (113,507 ) Loss on extinguishment of debt, net (50,411 ) Merger-related expenses and deal costs (26,288 ) Other (7,891 ) Loss from unconsolidated entities (47,826 ) Gain on real estate dispositions 35,893 Income tax benefit 11,303 Income from continuing operations 352,689 Discontinued operations (10 ) Net income 352,679 Net income attributable to noncontrolling interests 5,485 Net income attributable to common stockholders $ 347,194 |
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 September 30, For the Nine Months Ended September 30, 2019 2018 2019 2018 (In thousands) Capital expenditures: Triple-net leased properties $ 13,558 $ 10,773 $ 27,805 $ 31,781 Senior living operations 780,837 36,138 845,290 90,892 Office operations 94,396 82,294 396,342 216,500 Total capital expenditures $ 888,791 $ 129,205 $ 1,269,437 $ 339,173 |
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 September 30, For the Nine Months Ended September 30, 2019 2018 2019 2018 (In thousands) Revenues: United States $ 904,031 $ 881,477 $ 2,688,329 $ 2,656,487 Canada 72,495 48,080 167,881 144,366 United Kingdom 6,629 6,981 20,536 21,694 Total revenues $ 983,155 $ 936,538 $ 2,876,746 $ 2,822,547 |
Net real estate property by geographic area | As of September 30, 2019 As of December 31, 2018 (In thousands) Net real estate property: United States $ 18,917,383 $ 18,861,163 Canada 2,764,468 963,588 United Kingdom 250,187 268,906 Total net real estate property $ 21,932,038 $ 20,093,657 |
CONDENSED CONSOLIDATING INFOR_2
CONDENSED CONSOLIDATING INFORMATION (Unaudited) (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Condensed Consolidating Balance Sheet | The following pages summarize our condensed consolidating information as of September 30, 2019 and December 31, 2018 and for the three and nine months ended September 30, 2019 and 2018 . CONDENSED CONSOLIDATING BALANCE SHEET As of September 30, 2019 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Assets Net real estate investments $ 3,488 $ 109,211 $ 22,574,958 $ — $ 22,687,657 Cash and cash equivalents 17,632 — 130,431 — 148,063 Escrow deposits and restricted cash 1,328 128 59,077 — 60,533 Investment in and advances to affiliates 15,895,610 2,726,198 — (18,621,808 ) — Goodwill — — 1,049,985 — 1,049,985 Assets held for sale — — 4,520 — 4,520 Other assets 92,361 2,198 758,236 — 852,795 Total assets $ 16,010,419 $ 2,837,735 $ 24,577,207 $ (18,621,808 ) $ 24,803,553 Liabilities and equity Liabilities: Senior notes payable and other debt $ — $ 8,256,489 $ 3,796,695 $ — $ 12,053,184 Intercompany loans 8,741,304 (5,038,388 ) (3,702,916 ) — — Accrued interest (13,265 ) 72,477 26,002 — 85,214 Operating lease liabilities 11,285 520 237,432 — 249,237 Accounts payable and other liabilities 333,433 22,084 838,645 — 1,194,162 Liabilities related to assets held for sale — 569 962 — 1,531 Deferred income taxes 608 — 146,916 — 147,524 Total liabilities 9,073,365 3,313,751 1,343,736 — 13,730,852 Redeemable OP unitholder and noncontrolling interests 18,433 — 218,359 — 236,792 Total equity 6,918,621 (476,016 ) 23,015,112 (18,621,808 ) 10,835,909 Total liabilities and equity $ 16,010,419 $ 2,837,735 $ 24,577,207 $ (18,621,808 ) $ 24,803,553 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 September 30, 2019 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Revenues Rental income $ 270 $ 35,852 $ 372,200 $ — $ 408,322 Resident fees and services — — 541,090 — 541,090 Office building and other services revenue — — 2,959 — 2,959 Income from loans and investments 817 — 29,347 — 30,164 Equity earnings in affiliates 69,503 — (853 ) (68,650 ) — Interest and other income 141 64 415 — 620 Total revenues 70,731 35,916 945,158 (68,650 ) 983,155 Expenses Interest (25,929 ) 79,156 60,740 — 113,967 Depreciation and amortization 1,429 1,328 231,846 — 234,603 Property-level operating expenses — 136 461,357 — 461,493 Office building services costs — — 627 — 627 General, administrative and professional fees 6,174 3,433 30,923 — 40,530 Loss on extinguishment of debt, net — 37,434 — — 37,434 Merger-related expenses and deal costs 1,974 — 2,330 — 4,304 Other 1,030 2 1,132 — 2,164 Total expenses (15,322 ) 121,489 788,955 — 895,122 Income (loss) before unconsolidated entities, real estate dispositions, income taxes, discontinued operations and noncontrolling interests 86,053 (85,573 ) 156,203 (68,650 ) 88,033 Gain from unconsolidated entities — — 854 — 854 Gain (loss) on real estate dispositions — 88 (52 ) — 36 Income tax expense (794 ) — (1,211 ) — (2,005 ) Income (loss) from continuing operations 85,259 (85,485 ) 155,794 (68,650 ) 86,918 Discontinued operations — — — — — Net income (loss) 85,259 (85,485 ) 155,794 (68,650 ) 86,918 Net income attributable to noncontrolling interests — — 1,659 — 1,659 Net income (loss) attributable to common stockholders $ 85,259 $ (85,485 ) $ 154,135 $ (68,650 ) $ 85,259 CONDENSED CONSOLIDATING STATEMENT OF INCOME For the Three Months Ended September 30, 2018 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Revenues Rental income $ 275 $ 35,189 $ 348,564 $ — $ 384,028 Resident fees and services — — 518,560 — 518,560 Office building and other services revenue — — 3,288 — 3,288 Income from loans and investments 387 — 17,721 — 18,108 Equity earnings in affiliates 74,048 — (874 ) (73,174 ) — Interest and other income 12,335 8 211 — 12,554 Total revenues 87,045 35,197 887,470 (73,174 ) 936,538 Expenses Interest (19,307 ) 80,255 46,633 — 107,581 Depreciation and amortization 1,365 1,411 215,803 — 218,579 Property-level operating expenses — 77 428,312 — 428,389 Office building services costs — — 431 — 431 General, administrative and professional fees 2,744 4,477 32,456 — 39,677 Loss on extinguishment of debt, net 202 36,219 3,106 — 39,527 Merger-related expenses and deal costs 2,980 — 1,478 — 4,458 Other 28 25 1,191 — 1,244 Total expenses (11,988 ) 122,464 729,410 — 839,886 Income (loss) before unconsolidated entities, real estate dispositions, income taxes, discontinued operations and noncontrolling interests 99,033 (87,267 ) 158,060 (73,174 ) 96,652 Loss from unconsolidated entities — — (716 ) — (716 ) (Loss) gain on real estate dispositions (5 ) — 23 — 18 Income tax benefit 2,944 — 4,383 — 7,327 Income (loss) from continuing operations 101,972 (87,267 ) 161,750 (73,174 ) 103,281 Discontinued operations — — — — — Net income (loss) 101,972 (87,267 ) 161,750 (73,174 ) 103,281 Net income attributable to noncontrolling interests — — 1,309 — 1,309 Net income (loss) attributable to common stockholders $ 101,972 $ (87,267 ) $ 160,441 $ (73,174 ) $ 101,972 CONDENSED CONSOLIDATING STATEMENT OF INCOME For the Nine Months Ended September 30, 2019 Ventas, Inc. Ventas Ventas Consolidated Consolidated (In thousands) Revenues Rental income $ 804 $ 107,036 $ 1,100,548 $ — $ 1,208,388 Resident fees and services — — 1,583,262 — 1,583,262 Office building and other services revenue — — 8,168 — 8,168 Income from loans and investments 1,975 — 64,844 — 66,819 Equity earnings in affiliates 370,164 — (1,980 ) (368,184 ) — Interest and other income 162 144 9,803 — 10,109 Total revenues 373,105 107,180 2,764,645 (368,184 ) 2,876,746 Expenses Interest (64,272 ) 245,189 154,038 — 334,955 Depreciation and amortization 4,241 4,083 688,386 — 696,710 Property-level operating expenses — 449 1,327,449 — 1,327,898 Office building services costs — — 1,775 — 1,775 General, administrative and professional fees 4,586 13,586 106,197 — 124,369 Loss (gain) on extinguishment of debt, net — 41,862 (1 ) — 41,861 Merger-related expenses and deal costs 4,929 — 6,155 — 11,084 Other 1,036 2 (10,332 ) — (9,294 ) Total expenses (49,480 ) 305,171 2,273,667 — 2,529,358 Income (loss) before unconsolidated entities, real estate dispositions, income taxes, discontinued operations and noncontrolling interests 422,585 (197,991 ) 490,978 (368,184 ) 347,388 Loss from unconsolidated entities — — (2,621 ) — (2,621 ) Gain on real estate dispositions — 88 24,545 — 24,633 Income tax (expense) benefit (1,012 ) — 58,016 — 57,004 Income (loss) from continuing operations 421,573 (197,903 ) 570,918 (368,184 ) 426,404 Discontinued operations — — — — — Net income (loss) 421,573 (197,903 ) 570,918 (368,184 ) 426,404 Net income attributable to noncontrolling interests — — 4,831 — 4,831 Net income (loss) attributable to common stockholders $ 421,573 $ (197,903 ) $ 566,087 $ (368,184 ) $ 421,573 CONDENSED CONSOLIDATING STATEMENT OF INCOME For the Nine Months Ended September 30, 2018 Ventas, Inc. Ventas Ventas Consolidated Consolidated (In thousands) Revenues Rental income $ 1,132 $ 103,874 $ 1,024,093 $ — $ 1,129,099 Resident fees and services — — 1,552,302 — 1,552,302 Office building and other services revenue — — 10,905 — 10,905 Income from loans and investments 1,150 — 104,556 — 105,706 Equity earnings in affiliates 278,103 — (2,078 ) (276,025 ) — Interest and other income 23,726 8 801 — 24,535 Total revenues 304,111 103,882 2,690,579 (276,025 ) 2,822,547 Expenses Interest (76,297 ) 245,210 163,060 — 331,973 Depreciation and amortization 4,081 4,277 667,005 — 675,363 Property-level operating expenses — 231 1,262,484 — 1,262,715 Office building services costs — — 1,080 — 1,080 General, administrative and professional fees 2,892 13,142 97,473 — 113,507 Loss on extinguishment of debt, net 356 48,815 1,240 — 50,411 Merger-related expenses and deal costs 23,390 — 2,898 — 26,288 Other 4,524 25 3,342 — 7,891 Total expenses (41,054 ) 311,700 2,198,582 — 2,469,228 Income (loss) before unconsolidated entities, real estate dispositions, income taxes, discontinued operations and noncontrolling interests 345,165 (207,818 ) 491,997 (276,025 ) 353,319 Loss from unconsolidated entities — — (47,826 ) — (47,826 ) (Loss) gain on real estate dispositions (567 ) — 36,460 — 35,893 Income tax benefit 2,606 — 8,697 — 11,303 Income (loss) from continuing operations 347,204 (207,818 ) 489,328 (276,025 ) 352,689 Discontinued operations (10 ) — — — (10 ) Net income (loss) 347,194 (207,818 ) 489,328 (276,025 ) 352,679 Net income attributable to noncontrolling interests — — 5,485 — 5,485 Net income (loss) attributable to common stockholders $ 347,194 $ (207,818 ) $ 483,843 $ (276,025 ) $ 347,194 |
Condensed Consolidating Statement of Comprehensive Income | CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME For the Three Months Ended September 30, 2019 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Net income (loss) $ 85,259 $ (85,485 ) $ 155,794 $ (68,650 ) $ 86,918 Other comprehensive loss: Foreign currency translation (9,824 ) — 2,813 — (7,011 ) Unrealized loss on available for sale securities (259 ) — (2,903 ) — (3,162 ) Derivative instruments 799 (9,070 ) (1,742 ) — (10,013 ) Total other comprehensive loss (9,284 ) (9,070 ) (1,832 ) — (20,186 ) Comprehensive income (loss) 75,975 (94,555 ) 153,962 (68,650 ) 66,732 Comprehensive income attributable to noncontrolling interests — — 1,659 — 1,659 Comprehensive income (loss) attributable to common stockholders $ 75,975 $ (94,555 ) $ 152,303 $ (68,650 ) $ 65,073 For the Three Months Ended September 30, 2018 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Net income (loss) $ 101,972 $ (87,267 ) $ 161,750 $ (73,174 ) $ 103,281 Other comprehensive income: Foreign currency translation — — (5,018 ) — (5,018 ) Unrealized gain on available for sale securities — — 5,131 — 5,131 Derivative instruments — — 2,801 — 2,801 Total other comprehensive income — — 2,914 — 2,914 Comprehensive income (loss) 101,972 (87,267 ) 164,664 (73,174 ) 106,195 Comprehensive income attributable to noncontrolling interests — — 1,309 — 1,309 Comprehensive income (loss) attributable to common stockholders $ 101,972 $ (87,267 ) $ 163,355 $ (73,174 ) $ 104,886 CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME For the Nine Months Ended September 30, 2019 Ventas, Inc. Ventas Ventas Consolidated Consolidated (In thousands) Net income (loss) $ 421,573 $ (197,903 ) $ 570,918 $ (368,184 ) $ 426,404 Other comprehensive loss: Foreign currency translation (11,476 ) — (294 ) — (11,770 ) Unrealized (loss) gain on available for sale securities (2,246 ) — 5,980 — 3,734 Derivative instruments 2,522 (27,461 ) (7,137 ) — (32,076 ) Total other comprehensive loss (11,200 ) (27,461 ) (1,451 ) — (40,112 ) Comprehensive income (loss) 410,373 (225,364 ) 569,467 (368,184 ) 386,292 Comprehensive income attributable to noncontrolling interests — — 4,831 — 4,831 Comprehensive income (loss) attributable to common stockholders $ 410,373 $ (225,364 ) $ 564,636 $ (368,184 ) $ 381,461 For the Nine Months Ended September 30, 2018 Ventas, Inc. Ventas Ventas Consolidated Consolidated (In thousands) Net income (loss) $ 347,194 $ (207,818 ) $ 489,328 $ (276,025 ) $ 352,679 Other comprehensive income: Foreign currency translation — — (8,061 ) — (8,061 ) Unrealized gain on available for sale securities — — 17,816 — 17,816 Derivative instruments — — 17,418 — 17,418 Total other comprehensive income — — 27,173 — 27,173 Comprehensive income (loss) 347,194 (207,818 ) 516,501 (276,025 ) 379,852 Comprehensive income attributable to noncontrolling interests — — 5,485 — 5,485 Comprehensive income (loss) attributable to common stockholders $ 347,194 $ (207,818 ) $ 511,016 $ (276,025 ) $ 374,367 |
Condensed Consolidating Statement of Cash Flows | CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Nine Months Ended September 30, 2019 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Net cash provided by (used in) operating activities $ 19,196 $ (158,086 ) $ 1,222,438 $ — $ 1,083,548 Cash flows from investing activities: Net investment in real estate property (217,486 ) — (722,319 ) — (939,805 ) Investment in loans receivable (21,579 ) — (1,235,998 ) — (1,257,577 ) Proceeds from real estate disposals 77,245 — 310 — 77,555 Proceeds from loans receivable 44 — 1,008,639 — 1,008,683 Development project expenditures — (169 ) (229,676 ) — (229,845 ) Capital expenditures — — (99,787 ) — (99,787 ) Distributions from unconsolidated entities — — 151 — 151 Investment in unconsolidated entities — — (1,711 ) — (1,711 ) Insurance proceeds for property damage claims — — 20,457 — 20,457 Net cash used in investing activities (161,776 ) (169 ) (1,259,934 ) — (1,421,879 ) Cash flows from financing activities: Net change in borrowings under revolving credit facilities — (407,381 ) 686,058 — 278,677 Net change in borrowings under commercial paper program — 304,508 — — 304,508 Proceeds from debt — 1,793,154 413,423 — 2,206,577 Repayment of debt — (2,109,880 ) (346,255 ) — (2,456,135 ) Net change in intercompany debt 54,413 594,202 (648,615 ) — — Payment of deferred financing costs — (16,348 ) (1,519 ) — (17,867 ) Issuance of common stock, net 942,250 — — — 942,250 Cash distribution to common stockholders (861,789 ) — — — (861,789 ) Cash distribution to redeemable OP unitholders — — (6,882 ) — (6,882 ) Cash issued for redemption of OP Units — — (361 ) — (361 ) Contributions from noncontrolling interests — — 4,959 — 4,959 Distributions to noncontrolling interests — — (6,403 ) — (6,403 ) Proceeds from stock option exercises 34,134 — — — 34,134 Other (6,592 ) — (9 ) — (6,601 ) Net cash provided by financing activities 162,416 158,255 94,396 — 415,067 Net increase in cash, cash equivalents and restricted cash 19,836 — 56,900 — 76,736 Effect of foreign currency translation (11,557 ) — 11,953 — 396 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 $ 18,960 $ 128 $ 189,508 $ — $ 208,596 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the Nine Months Ended September 30, 2018 Ventas, Inc. Ventas Realty Ventas Subsidiaries Consolidated Elimination Consolidated (In thousands) Net cash provided by (used in) operating activities $ 30,077 $ (163,311 ) $ 1,150,856 $ — $ 1,017,622 Cash flows from investing activities: Net investment in real estate property (35,800 ) — — — (35,800 ) Investment in loans receivable and other (3,036 ) — (209,053 ) — (212,089 ) Proceeds from real estate disposals 331,243 — — — 331,243 Proceeds from loans receivable 1,473 — 864,840 — 866,313 Development project expenditures — — (230,348 ) — (230,348 ) Capital expenditures — — (73,025 ) — (73,025 ) Distributions from unconsolidated entities — — 57,430 — 57,430 Investment in unconsolidated entities — — (45,106 ) — (45,106 ) Insurance proceeds for property damage claims — — 6,327 — 6,327 Net cash provided by investing activities 293,880 — 371,065 — 664,945 Cash flows from financing activities: Net change in borrowings under revolving credit facility — 49,438 (8,146 ) — 41,292 Proceeds from debt — 2,309,141 103,279 — 2,412,420 Repayment of debt — (2,949,456 ) (344,648 ) — (3,294,104 ) Purchase of noncontrolling interests (2,429 ) — — — (2,429 ) Net change in intercompany debt 976,533 769,781 (1,746,314 ) — — Payment of deferred financing costs — (15,593 ) (990 ) — (16,583 ) Cash distribution (to) from affiliates (473,343 ) — 473,343 — — Cash distribution to common stockholders (845,248 ) — — — (845,248 ) Cash distribution to redeemable OP unitholders — — (5,594 ) — (5,594 ) Cash issued for redemption of OP Units — — (1,370 ) — (1,370 ) Contributions from noncontrolling interest — — 500 — 500 Distributions to noncontrolling interests — — (9,968 ) — (9,968 ) Proceeds from stock option exercises 4,238 — — — 4,238 Other (4,974 ) — — — (4,974 ) Net cash (used in) provided by financing activities (345,223 ) 163,311 (1,539,908 ) — (1,721,820 ) Net decrease in cash, cash equivalents and restricted cash (21,266 ) — (17,987 ) — (39,253 ) Effect of foreign currency translation (12,190 ) — 11,737 — (453 ) 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 $ 13,489 $ 128 $ 134,930 $ — $ 148,547 |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details) | Sep. 30, 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 | 124 |
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 | 23 |
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 | 423 |
Seniors Housing Communities | |
Real estate properties | |
Number of real estate properties | 400 |
ACCOUNTING POLICIES - Schedule
ACCOUNTING POLICIES - Schedule of VIEs (Details) - Variable Interest Entity - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
NHP/PMB L.P. | ||
Variable Interest Entity | ||
Total assets | $ 673,490 | $ 673,467 |
Total liabilities | 246,482 | 238,147 |
Other Identified VIEs | ||
Variable Interest Entity | ||
Total assets | 4,017,793 | 2,076,715 |
Total liabilities | 1,424,350 | 405,350 |
Tax Credit VIEs | ||
Variable Interest Entity | ||
Total assets | 839,743 | 797,077 |
Total liabilities | $ 335,341 | $ 297,004 |
ACCOUNTING POLICIES - Redeemabl
ACCOUNTING POLICIES - Redeemable OP Unitholder and Noncontrolling Interest (Details) shares in Millions, $ in Millions | 9 Months Ended | |
Sep. 30, 2019USD ($)shares | Dec. 31, 2018USD ($) | |
Redeemable Noncontrolling Interest | ||
Unit conversion factor for common stock | 0.9051 | |
Redeemable OP unitholder interest, fair value | $ | $ 218.5 | $ 174.6 |
NHP/PMB L.P. | Limited Partner | Class A | ||
Redeemable Noncontrolling Interest | ||
Limited partners' units outstanding | 3.3 | |
NHP/PMB L.P. | General Partner | Class B | ||
Redeemable Noncontrolling Interest | ||
General partners' units outstanding | 7.3 | |
NHP/PMB L.P. | Limited Partner | Class A | ||
Redeemable Noncontrolling Interest | ||
Percentage of limited partner ownership interest on total units outstanding | 31.00% | |
NHP/PMB L.P. | General Partner | Class B | ||
Redeemable Noncontrolling Interest | ||
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) | Sep. 30, 2019property |
Real Estate | |
Number of real estate properties | 1,200 |
Real estate properties that qualify for certain tax credits | |
Real Estate | |
Number of real estate properties | 10 |
Development Projects | Real estate properties that qualify for certain tax credits | |
Real Estate | |
Number of real estate properties | 1 |
ACCOUNTING POLICIES - Revenue R
ACCOUNTING POLICIES - Revenue Recognition (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Revenue from Contract with Customer [Abstract] | ||
Straight-line rent receivables | $ 272,566 | |
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 | Sep. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
New Accounting Pronouncements or Change in Accounting Principle | ||||
Operating lease assets | $ 388,480 | $ 0 | ||
Operating lease liabilities | $ 249,237 | 0 | ||
Cumulative effect adjustment to retained earnings | $ 638 | $ 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) | 9 Months Ended |
Sep. 30, 2019stateprovince | |
Customer Concentration Risk | Total Gross Book Value of Properties | Hospitals, Medical Office Building and Other | |
Concentration Risk | |
Concentration percentage | 36.80% |
Customer Concentration Risk | Total Gross Book Value of Properties | Senior Living Operations | Seniors Housing Communities | |
Concentration Risk | |
Concentration percentage | 43.40% |
Customer Concentration Risk | Total Gross Book Value of Properties | Triple-Net Leased Properties | Seniors Housing Communities | |
Concentration Risk | |
Concentration percentage | 19.80% |
Customer Concentration Risk | Total Gross Book Value of Properties | Atria | |
Concentration Risk | |
Concentration percentage | 20.80% |
Customer Concentration Risk | Total Gross Book Value of Properties | Sunrise | |
Concentration Risk | |
Concentration percentage | 10.30% |
Customer Concentration Risk | Total Gross Book Value of Properties | Brookdale Senior Living | |
Concentration Risk | |
Concentration percentage | 7.70% |
Customer Concentration Risk | Total Gross Book Value of Properties | Ardent | |
Concentration Risk | |
Concentration percentage | 4.80% |
Customer Concentration Risk | Total Gross Book Value of Properties | Kindred | |
Concentration Risk | |
Concentration percentage | 1.00% |
Geographic Concentration Risk | |
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% |
Geographic Concentration Risk | CANADA | |
Concentration Risk | |
Number of Canadian provinces in which entity operates | province | 7 |
CONCENTRATION OF CREDIT RISK _2
CONCENTRATION OF CREDIT RISK - Triple-Net Leased Properties (Details) - Customer Concentration Risk | 3 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Revenues | Brookdale Senior Living | ||
Concentration Risk | ||
Concentration percentage | 4.60% | 4.80% |
Revenues | Ardent | ||
Concentration Risk | ||
Concentration percentage | 3.00% | 3.10% |
Revenues | Kindred | ||
Concentration Risk | ||
Concentration percentage | 3.30% | 3.50% |
NOI | Brookdale Senior Living | ||
Concentration Risk | ||
Concentration percentage | 8.60% | 8.90% |
NOI | Ardent | ||
Concentration Risk | ||
Concentration percentage | 5.70% | 5.80% |
NOI | Kindred | ||
Concentration Risk | ||
Concentration percentage | 6.20% | 6.60% |
CONCENTRATION OF CREDIT RISK _3
CONCENTRATION OF CREDIT RISK - Senior Living Operations (Details) | Sep. 30, 2019property |
Concentration Risk | |
Number of real estate properties | 1,200 |
Consolidated Seniors Housing Communities | |
Concentration Risk | |
Number of real estate properties | 395 |
Consolidated Seniors Housing Communities | Atria and Sunrise | |
Concentration Risk | |
Number of real estate properties | 262 |
ACQUISITIONS OF REAL ESTATE P_2
ACQUISITIONS OF REAL ESTATE PROPERTY (Narrative) (Details) $ in Thousands | 1 Months Ended | 9 Months Ended | |
Sep. 30, 2019USD ($)property | Sep. 30, 2019USD ($)property | Sep. 30, 2018USD ($) | |
Business Acquisition [Line Items] | |||
Number of real estate properties | 1,200 | 1,200 | |
Vacant land parcels acquired | 1 | ||
Payments to acquire real estate | $ | $ 939,805 | $ 35,800 | |
Development Projects | |||
Business Acquisition [Line Items] | |||
Number of real estate properties | 23 | 23 | |
LGM Acquisition | Le Groupe Maurice | |||
Business Acquisition [Line Items] | |||
Variable interest entity, ownership percentage | 87.00% | ||
Number of real estate properties | 34 | 34 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | $ | $ 1,800,000 | $ 1,800,000 | |
LGM Acquisition | Le Groupe Maurice | Development Projects | |||
Business Acquisition [Line Items] | |||
Number of real estate properties | 5 | 5 | |
Other 2019 Acquisitions | |||
Business Acquisition [Line Items] | |||
Payments to acquire real estate | $ | $ 217,700 | ||
Other 2019 Acquisitions | Office Operations | |||
Business Acquisition [Line Items] | |||
Number of real estate properties | 2 | 2 | |
Other 2019 Acquisitions | Office Operations | Research and Innovation Center | |||
Business Acquisition [Line Items] | |||
Number of real estate properties | 1 | 1 | |
Other 2019 Acquisitions | Office Operations | Medical Office Buildings | |||
Business Acquisition [Line Items] | |||
Number of real estate properties | 1 | 1 |
DISPOSITIONS - DISPOSITIONS - (
DISPOSITIONS - DISPOSITIONS - (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019USD ($)property | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)propertyparcel | Sep. 30, 2018USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Number of real estate properties | 1,200 | 1,200 | ||
Proceeds from sale of real estate | $ | $ 77,300 | |||
Gain on real estate dispositions | $ | $ 36 | $ 18 | 24,633 | $ 35,893 |
Impairment of real estate | $ | $ 22,600 | $ 10,700 | ||
Triple-Net Leased Properties | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Number of real estate properties | 423 | 423 | ||
2019 Dispositions | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Vacant land parcels sold | parcel | 1 | |||
2019 Dispositions | Triple-Net Leased Properties | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Number of real estate properties | 8 | 8 | ||
2019 Dispositions | Medical Office Buildings | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Number of real estate properties | 8 | 8 | ||
2019 Dispositions | Seniors Housing Communities | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Number of real estate properties | 1 | 1 |
DISPOSITIONS - Real Estate Asse
DISPOSITIONS - Real Estate Assets Held For Sale (Details) $ in Thousands | Sep. 30, 2019USD ($)property | Dec. 31, 2018USD ($)property |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Number of real estate properties | property | 1,200 | |
Assets held for sale | $ 4,520 | $ 5,454 |
Liabilities related to assets held for sale | 1,531 | 205 |
Triple-Net Leased Properties | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Assets held for sale | 3,645 | 5,482 |
Liabilities related to assets held for sale | 573 | 40 |
Office Operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Assets held for sale | 8 | 160 |
Liabilities related to assets held for sale | 403 | 152 |
Senior Living Operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Assets held for sale | 867 | (188) |
Liabilities related to assets held for sale | $ 555 | $ 13 |
Disposal Group, Held-for-sale, Not Discontinued Operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Number of real estate properties | property | 3 | 1 |
Disposal Group, Held-for-sale, Not Discontinued Operations | Triple-Net Leased Properties | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Number of real estate properties | property | 2 | 1 |
Disposal Group, Held-for-sale, Not Discontinued Operations | Office Operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Number of real estate properties | property | 0 | 0 |
Disposal Group, Held-for-sale, Not Discontinued Operations | Senior Living Operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Number of real estate properties | property | 1 | 0 |
LOANS RECEIVABLE AND INVESTME_3
LOANS RECEIVABLE AND INVESTMENTS - LOANS RECEIVABLE AND INVESTMENTS - (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Loans Receivable And Investments [Abstract] | ||
Total loans receivable and investments, net, carrying amount | $ 1,000,513 | $ 756,475 |
LOANS RECEIVABLE AND INVESTME_4
LOANS RECEIVABLE AND INVESTMENTS (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Accounts, Notes, Loans and Financing Receivable | ||
Debt securities, available-for-sale, carrying value | $ 227,947 | $ 206,442 |
Debt securities, available-for-sale, fair value | 227,947 | 206,442 |
Debt securities, available-for-sale, unrealized gain | 19,480 | 15,746 |
Non-mortgage loans receivable, net | 62,852 | 54,164 |
Total loans receivable and investments, net, carrying amount | 1,000,513 | 756,475 |
Total loans receivable and investments, net, amortized cost | 981,033 | 740,729 |
Total loans receivable and investments, net, fair value | 1,000,578 | 742,191 |
Non-Mortgage Loans Receivable, Net | ||
Accounts, Notes, Loans and Financing Receivable | ||
Non-mortgage loans receivable, net | 62,852 | 54,164 |
Non-mortgage loans receivable, amortized cost | 62,852 | 54,164 |
Non-mortgage loans receivable, fair value | 62,952 | 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 | 653,691 | 439,491 |
Debt securities, held-to-maturity, fair value | 653,656 | 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 | 56,023 | 56,378 |
Debt securities, available-for-sale, amortized cost | 51,492 | 49,601 |
Debt securities, available-for-sale, fair value | 56,023 | 56,378 |
Debt securities, available-for-sale, unrealized gain | 4,531 | 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 | 4,531 | 6,777 |
Debt Securities, Available-for-sale and Held-to-maturity | 709,714 | 495,869 |
Debt securities, available-for-sale and held-to-maturity, amortized cost | 705,183 | 489,092 |
Debt securities, Available-for-Sale and Held-to-Maturity, fair value | 709,679 | 481,668 |
Marketable debt securities | ||
Accounts, Notes, Loans and Financing Receivable | ||
Debt securities, available-for-sale, carrying value | 227,947 | 206,442 |
Debt securities, available-for-sale, amortized cost | 212,998 | 197,473 |
Debt securities, available-for-sale, fair value | 227,947 | 206,442 |
Debt securities, available-for-sale, unrealized gain | $ 14,949 | $ 8,969 |
LOANS RECEIVABLE AND INVESTME_5
LOANS RECEIVABLE AND INVESTMENTS 2019 Activity (Details) $ in Thousands, $ in Millions | 1 Months Ended | 9 Months Ended | ||||
Jun. 30, 2019USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Jul. 31, 2019USD ($) | Jul. 31, 2019CAD ($) | Apr. 30, 2019USD ($) | |
Accounts, Notes, Loans and Financing Receivable | ||||||
Loan receivable repayment | $ 1,008,683 | $ 866,313 | ||||
Gain on real estate loan investments | $ 0 | $ 13,202 | ||||
Senior Secured Notes Maturing 2024 | ||||||
Accounts, Notes, Loans and Financing Receivable | ||||||
Marketable securities | $ 5,000 | |||||
Offering price, percentage of par | 102.00% | |||||
Effective interest rate on investment | 8.10% | |||||
Senior Secured Notes Maturing 2026 | ||||||
Accounts, Notes, Loans and Financing Receivable | ||||||
Marketable securities | $ 10,500 | |||||
Offering price, percentage of par | 98.00% | |||||
Effective interest rate on investment | 8.30% | |||||
Financing Receivable | Colony Capital, Inc. Subsidiaries | ||||||
Accounts, Notes, Loans and Financing Receivable | ||||||
Effective interest rate on investment | 9.20% | |||||
Loans receivable | $ 490,000 | |||||
Receivables term | 5 years | |||||
Additional periods | 3 | |||||
Receivables term extension option | 1 year | |||||
Bridge Loan Receivable | Colony Capital, Inc. Subsidiaries | ||||||
Accounts, Notes, Loans and Financing Receivable | ||||||
Loan receivable repayment | $ 282,000 | |||||
Gain on real estate loan investments | $ 500 | |||||
Bridge Loan Receivable | Le Groupe Maurice | ||||||
Accounts, Notes, Loans and Financing Receivable | ||||||
Loans receivable | $ 723,000 | $ 947 |
INVESTMENTS IN UNCONSOLIDATED_2
INVESTMENTS IN UNCONSOLIDATED ENTITIES (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2018USD ($)joint_venture | Sep. 30, 2019USD ($)propertyboard_member | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)propertyboard_member | Sep. 30, 2018USD ($) | Jul. 31, 2018 | |
Equity method investments | ||||||
Number of real estate properties | property | 1,200 | 1,200 | ||||
Impairment loss on equity method investment in a real estate joint venture | $ | $ 35.7 | |||||
Management Service | ||||||
Equity method investments | ||||||
Management fees | $ | $ 0.9 | $ 1.1 | $ 2.5 | $ 5.1 | ||
Atria | ||||||
Equity method investments | ||||||
Ownership interests accounted for under the equity method | 34.00% | 34.00% | ||||
Number of board members appointed | 2 | 2 | ||||
Number of board members | 6 | 6 | ||||
Eclipse Senior Living | ||||||
Equity method investments | ||||||
Ownership interests accounted for under the equity method | 34.00% | 34.00% | ||||
Number of board members appointed | 2 | 2 | ||||
Number of board members | 6 | 6 | ||||
Remaining ownership percentage retained by investee | 66.00% | 66.00% | ||||
Ardent | ||||||
Equity method investments | ||||||
Ownership interests accounted for under the equity method | 9.80% | 9.80% | ||||
Number of board members appointed | 1 | 1 | ||||
Number of board members | 11 | 11 | ||||
Real Estate Joint Ventures | ||||||
Equity method investments | ||||||
Ownership interests accounted for under the equity method | 25.00% | 25.00% | 25.00% | |||
Number of real estate properties | property | 6 | 6 | ||||
Equity investments in an unconsolidated real estate venture with recognized impairment | joint_venture | 1 |
INTANGIBLES (Details)
INTANGIBLES (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Intangible assets: | ||
Lease intangible assets | $ 1,334,915 | $ 1,502,955 |
Goodwill | 1,049,985 | 1,050,548 |
Accumulated amortization | (929,383) | (921,107) |
Net intangible assets | $ 1,491,322 | $ 1,668,155 |
Finite-lived intangible assets, remaining amortization period | 10 years 6 months | 22 years 10 months 24 days |
Intangible liabilities: | ||
Below market lease intangibles | $ 352,132 | $ 356,771 |
Other lease intangibles | 13,498 | 31,418 |
Accumulated amortization | (200,925) | (191,909) |
Purchase option intangibles | 3,568 | 3,568 |
Net intangible liabilities | $ 168,273 | $ 199,848 |
Below market leases, remaining weighted average amortization period (in years) | 14 years 6 months | 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 6 months | 17 years 2 months 12 days |
Above Market Lease Intangibles | ||
Intangible assets: | ||
Lease intangible assets | $ 168,152 | $ 181,393 |
Finite-lived intangible assets, remaining amortization period | 6 years 6 months | 6 years 8 months 12 days |
In-place and Other Lease Intangibles | ||
Intangible assets: | ||
Lease intangible assets | $ 1,166,763 | $ 1,321,562 |
Finite-lived intangible assets, remaining amortization period | 11 years | 24 years 8 months 12 days |
Other Intangibles | ||
Intangible assets: | ||
Other intangibles | $ 35,805 | $ 35,759 |
Finite-lived intangible assets, remaining amortization period | 11 years 2 months 12 days | 11 years 9 months 18 days |
OTHER ASSETS (Details)
OTHER ASSETS (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Straight-line rent receivables | $ 272,566 | |
Straight-line rent receivables, net | $ 250,023 | |
Non-mortgage loans receivable, net | 62,852 | 54,164 |
Debt securities, available-for-sale, carrying value | 227,947 | 206,442 |
Other intangible assets, net | 5,262 | 5,623 |
Investment in unconsolidated operating entities | 56,117 | 56,820 |
Other | 228,051 | 186,113 |
Other assets | $ 852,795 | $ 759,185 |
SENIOR NOTES PAYABLE AND OTHE_3
SENIOR NOTES PAYABLE AND OTHER DEBT - Summary of Senior Notes Payables and Other Debt (Details) $ in Thousands, $ in Millions | Sep. 30, 2019USD ($) | Sep. 30, 2019CAD ($) | Aug. 31, 2019USD ($) | Jul. 01, 2019USD ($) | Feb. 28, 2019USD ($) | Jan. 03, 2019 | Dec. 31, 2018USD ($) |
Debt instruments | |||||||
Commercial paper | $ 305,000 | $ 0 | |||||
Deferred financing costs, net | (80,556) | (69,615) | |||||
Unamortized fair value adjustment | 21,103 | (1,163) | |||||
Unamortized discounts | (27,783) | (25,225) | |||||
Long-term debt and short-term borrowings, gross | 12,140,420 | 10,829,702 | |||||
Senior notes payable and other debt | 12,053,184 | 10,733,699 | |||||
Unsecured revolving credit facility (1) | Revolving Credit Facility | |||||||
Debt instruments | |||||||
Line of Credit Facility, Amount Outstanding | 983,788 | 765,919 | |||||
Unsecured revolving credit facility (1) | Revolving Credit Facility | Borrowings Originally Denominated in CAD | |||||||
Debt instruments | |||||||
Mortgage loans and other | 702,800 | 23,100 | |||||
Unsecured revolving credit facility (1) | Revolving Credit Facility | Borrowings Originally Denominated in GBP | |||||||
Debt instruments | |||||||
Mortgage loans and other | 25,900 | 27,800 | |||||
Secured revolving construction credit facility due 2022 | Revolving Credit Facility | |||||||
Debt instruments | |||||||
Line of Credit Facility, Amount Outstanding | 143,108 | 90,488 | |||||
3.00% Senior Notes, Series A due 2019 | |||||||
Debt instruments | |||||||
Senior notes | $ 0 | 293,319 | |||||
Interest rate | 3.00% | 3.00% | |||||
2.70% Senior Notes due 2020 | |||||||
Debt instruments | |||||||
Senior notes | $ 0 | 500,000 | |||||
Interest rate | 2.70% | 2.70% | 2.70% | 2.70% | |||
4.25% Senior Notes due 2022 | |||||||
Debt instruments | |||||||
Senior notes | $ 0 | 600,000 | |||||
Interest rate | 4.25% | 4.25% | 4.25% | ||||
3.25% Senior Notes due 2022 | |||||||
Debt instruments | |||||||
Senior notes | $ 500,000 | 500,000 | |||||
Interest rate | 3.25% | 3.25% | |||||
3.30% Senior Notes, Series C due 2022 | |||||||
Debt instruments | |||||||
Senior notes | $ 188,836 | 183,325 | |||||
Interest rate | 3.30% | 3.30% | |||||
Unsecured Term Loan Due 2023 | |||||||
Debt instruments | |||||||
Unsecured term loan | $ 200,000 | 300,000 | |||||
3.125% Senior Notes due 2023 | |||||||
Debt instruments | |||||||
Senior notes | $ 400,000 | 400,000 | |||||
Interest rate | 3.125% | 3.125% | |||||
3.10% Senior Notes due 2023 | |||||||
Debt instruments | |||||||
Senior notes | $ 400,000 | 400,000 | |||||
Interest rate | 3.10% | 3.10% | |||||
2.55% Senior Notes, Series D due 2023 | |||||||
Debt instruments | |||||||
Senior notes | $ 207,720 | 201,657 | |||||
Interest rate | 2.55% | 2.55% | |||||
Unsecured Term Loan due 2024 | |||||||
Debt instruments | |||||||
Unsecured term loan | $ 0 | 600,000 | |||||
3.50% Senior Notes due 2024 | |||||||
Debt instruments | |||||||
Senior notes | $ 400,000 | $ 400,000 | 0 | ||||
Interest rate | 3.50% | 3.50% | 3.50% | ||||
3.75% Senior Notes due 2024 | |||||||
Debt instruments | |||||||
Senior notes | $ 400,000 | 400,000 | |||||
Interest rate | 3.75% | 3.75% | |||||
4.125% Senior Notes, Series B due 2024 | |||||||
Debt instruments | |||||||
Senior notes | $ 188,836 | 183,324 | |||||
Interest rate | 4.125% | 4.125% | |||||
Unsecured Term Loan due 2025 | |||||||
Debt instruments | |||||||
Unsecured term loan | $ 377,672 | $ 500 | 0 | ||||
3.50% Senior Notes due 2025 | |||||||
Debt instruments | |||||||
Senior notes | $ 600,000 | 600,000 | |||||
Interest rate | 3.50% | 3.50% | |||||
2.65% Senior Notes due 2025 | |||||||
Debt instruments | |||||||
Senior notes | $ 450,000 | $ 450,000 | 0 | ||||
Interest rate | 2.65% | 2.65% | 2.65% | ||||
4.125% Senior Notes due 2026 | |||||||
Debt instruments | |||||||
Senior notes | $ 500,000 | 500,000 | |||||
Interest rate | 4.125% | 4.125% | |||||
3.25% Senior Notes due 2026 | |||||||
Debt instruments | |||||||
Senior notes | $ 450,000 | 450,000 | |||||
Interest rate | 3.25% | 3.25% | |||||
3.85% Senior Notes Due 2027 | |||||||
Debt instruments | |||||||
Senior notes | $ 400,000 | 400,000 | |||||
Interest rate | 3.85% | 3.85% | |||||
4.00% Senior Notes due 2028 | |||||||
Debt instruments | |||||||
Senior notes | $ 650,000 | 650,000 | |||||
Interest rate | 4.00% | 4.00% | |||||
4.40% Senior Notes due 2029 | |||||||
Debt instruments | |||||||
Senior notes | $ 750,000 | 750,000 | |||||
Interest rate | 4.40% | 4.40% | |||||
3.00% Senior Notes due 2030 | |||||||
Debt instruments | |||||||
Senior notes | $ 650,000 | $ 650,000 | 0 | ||||
Interest rate | 3.00% | 3.00% | 3.00% | ||||
6.90% Senior Notes due 2037 | |||||||
Debt instruments | |||||||
Senior notes | $ 52,400 | 52,400 | |||||
Interest rate | 6.90% | 6.90% | |||||
6.59% Senior Notes due 2038 | |||||||
Debt instruments | |||||||
Senior notes | $ 22,823 | 22,823 | |||||
Interest rate | 6.59% | 6.59% | |||||
5.45% Senior Notes due 2043 | |||||||
Debt instruments | |||||||
Senior notes | $ 0 | 258,750 | |||||
Interest rate | 5.45% | 5.45% | 5.45% | ||||
5.70% Senior Notes due 2043 | |||||||
Debt instruments | |||||||
Senior notes | $ 300,000 | 300,000 | |||||
Interest rate | 5.70% | 5.70% | |||||
4.375% Senior Notes due 2045 | |||||||
Debt instruments | |||||||
Senior notes | $ 300,000 | 300,000 | |||||
Interest rate | 4.375% | 4.375% | |||||
4.875% Senior Notes due 2049 | |||||||
Debt instruments | |||||||
Senior notes | $ 300,000 | $ 300,000 | 0 | ||||
Interest rate | 4.875% | 4.875% | 4.875% | ||||
Mortgages Loans and Other | |||||||
Debt instruments | |||||||
Mortgage loans and other | $ 2,020,237 | $ 1,127,697 |
SENIOR NOTES PAYABLE AND OTHE_4
SENIOR NOTES PAYABLE AND OTHER DEBT - Indebtedness of Maturities (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Scheduled maturities of borrowing arrangements and other provisions excluding capital lease obligations | ||
2019 | $ 434,498 | |
2020 | 318,762 | |
2021 | 1,146,560 | |
2022 | 1,271,824 | |
2023 | 1,612,450 | |
Thereafter | 7,356,326 | |
Long-term debt and short-term borrowings, gross | 12,140,420 | $ 10,829,702 |
Line of Credit Facility and Commercial Paper Program amount outstanding | 1,100,000 | |
Unrestricted cash and cash equivalents | 148,063 | $ 72,277 |
Unsecured Revolving Credit Facility and Commercial Paper | ||
Scheduled maturities of borrowing arrangements and other provisions excluding capital lease obligations | ||
2019 | 305,000 | |
2020 | 0 | |
2021 | 983,788 | |
2022 | 0 | |
2023 | 0 | |
Thereafter | 0 | |
Long-term debt and short-term borrowings, gross | 1,288,788 | |
Principal Amount Due at Maturity | ||
Scheduled maturities of borrowing arrangements and other provisions excluding capital lease obligations | ||
2019 | 119,214 | |
2020 | 280,835 | |
2021 | 126,121 | |
2022 | 1,240,945 | |
2023 | 1,595,197 | |
Thereafter | 7,268,882 | |
Long-term debt and short-term borrowings, gross | 10,631,194 | |
Scheduled Periodic Amortization | ||
Scheduled maturities of borrowing arrangements and other provisions excluding capital lease obligations | ||
2019 | 10,284 | |
2020 | 37,927 | |
2021 | 36,651 | |
2022 | 30,879 | |
2023 | 17,253 | |
Thereafter | 87,444 | |
Long-term debt and short-term borrowings, gross | $ 220,438 |
SENIOR NOTES PAYABLE AND OTHE_5
SENIOR NOTES PAYABLE AND OTHER DEBT - Credit Facilities, Commerical Paper and Unsecured Term Loans (Details) $ in Thousands, $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)period | Sep. 30, 2018USD ($) | Sep. 30, 2019CAD ($) | Dec. 31, 2018USD ($) | |
Debt instruments | |||||||||
Commercial paper program capacity | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | ||||||
Commercial paper | 305,000 | 305,000 | 305,000 | $ 0 | |||||
Loss on extinguishment of debt, net | 37,434 | $ 39,527 | 41,861 | $ 50,411 | |||||
Revolving Credit Facility | |||||||||
Debt instruments | |||||||||
Letters of credit outstanding | 24,000 | 24,000 | 24,000 | ||||||
Unsecured debt | Revolving Credit Facility | |||||||||
Debt instruments | |||||||||
Revolving credit facility, maximum borrowing capacity | 3,000,000 | 3,000,000 | $ 3,000,000 | ||||||
Additional periods | period | 2 | ||||||||
Additional period term | 6 months | ||||||||
Accordion feature of debt | 3,750,000 | 3,750,000 | $ 3,750,000 | ||||||
Revolving credit facility borrowings outstanding | 983,788 | 983,788 | 983,788 | 765,919 | |||||
Line of credit, remaining availability less commercial paper | 1,700,000 | 1,700,000 | $ 1,700,000 | ||||||
Unsecured debt | Revolving Credit Facility | LIBOR | |||||||||
Debt instruments | |||||||||
Variable interest rate | 0.875% | ||||||||
Unsecured Term Loan Due 2023 | |||||||||
Debt instruments | |||||||||
Accordion feature of debt | 800,000 | 800,000 | $ 800,000 | ||||||
Repayments of debt | $ 100,000 | ||||||||
Unsecured debt | 200,000 | 200,000 | $ 200,000 | 300,000 | |||||
Unsecured Term Loan Due 2023 | LIBOR | |||||||||
Debt instruments | |||||||||
Variable interest rate | 0.90% | ||||||||
Secured revolving construction credit facility due 2022 | Revolving Credit Facility | |||||||||
Debt instruments | |||||||||
Revolving credit facility, maximum borrowing capacity | 400,000 | 400,000 | $ 400,000 | ||||||
Revolving credit facility borrowings outstanding | 143,108 | 143,108 | 143,108 | 90,488 | |||||
Unsecured Term Loan due 2024 | |||||||||
Debt instruments | |||||||||
Repayments of debt | $ 600,000 | ||||||||
Unsecured debt | 0 | 0 | 0 | 600,000 | |||||
Unsecured Term Loans Due 2023 and 2024 | |||||||||
Debt instruments | |||||||||
Loss on extinguishment of debt, net | $ 3,200 | ||||||||
Unsecured Term Loan due 2025 | |||||||||
Debt instruments | |||||||||
Unsecured debt | $ 377,672 | $ 377,672 | $ 377,672 | $ 500 | $ 0 | ||||
Unsecured Term Loan due 2025 | Canadian Dollar Offered Rate (CDOR) | |||||||||
Debt instruments | |||||||||
Variable interest rate | 0.90% |
SENIOR NOTES PAYABLE AND OTHE_6
SENIOR NOTES PAYABLE AND OTHER DEBT - Senior Notes (Details) $ in Thousands, $ in Billions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2019CAD ($) | Sep. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($) | Aug. 31, 2019USD ($) | Jul. 01, 2019USD ($) | Feb. 28, 2019USD ($) | Jan. 03, 2019USD ($) | |
Debt instruments | |||||||||||
Loss on extinguishment of debt, net | $ 37,434 | $ 39,527 | $ 41,861 | $ 50,411 | |||||||
5.45% Senior Notes due 2043 | |||||||||||
Debt instruments | |||||||||||
Senior notes redeemed | $ 258,800 | ||||||||||
Interest rate | 5.45% | 5.45% | 5.45% | ||||||||
Loss on extinguishment of debt, net | $ 400 | $ 7,100 | |||||||||
Senior notes | $ 0 | $ 0 | 258,750 | ||||||||
3.50% Senior Notes due 2024 | |||||||||||
Debt instruments | |||||||||||
Interest rate | 3.50% | 3.50% | 3.50% | ||||||||
Senior notes | $ 400,000 | $ 400,000 | 0 | $ 400,000 | |||||||
Public offering price as percent of par | 99.88% | ||||||||||
4.875% Senior Notes due 2049 | |||||||||||
Debt instruments | |||||||||||
Interest rate | 4.875% | 4.875% | 4.875% | ||||||||
Senior notes | $ 300,000 | $ 300,000 | 0 | $ 300,000 | |||||||
Public offering price as percent of par | 99.77% | ||||||||||
2.65% Senior Notes due 2025 | |||||||||||
Debt instruments | |||||||||||
Interest rate | 2.65% | 2.65% | 2.65% | ||||||||
Senior notes | $ 450,000 | $ 450,000 | 0 | $ 450,000 | |||||||
Public offering price as percent of par | 99.45% | ||||||||||
2.70% Senior Notes due 2020 | |||||||||||
Debt instruments | |||||||||||
Senior notes redeemed | $ 102,900 | $ 397,100 | |||||||||
Interest rate | 2.70% | 2.70% | 2.70% | 2.70% | |||||||
Loss on extinguishment of debt, net | $ 2,400 | ||||||||||
Senior notes | $ 0 | $ 0 | 500,000 | ||||||||
Public offering price as percent of par | 100.37% | ||||||||||
3.00% Senior Notes due 2030 | |||||||||||
Debt instruments | |||||||||||
Interest rate | 3.00% | 3.00% | 3.00% | ||||||||
Senior notes | $ 650,000 | $ 650,000 | 0 | $ 650,000 | |||||||
Public offering price as percent of par | 99.51% | ||||||||||
4.25% Senior Notes due 2022 | |||||||||||
Debt instruments | |||||||||||
Senior notes redeemed | $ 204,300 | $ 204,300 | $ 395,700 | ||||||||
Interest rate | 4.25% | 4.25% | 4.25% | ||||||||
Loss on extinguishment of debt, net | $ 35,800 | ||||||||||
Senior notes | $ 0 | $ 0 | 600,000 | ||||||||
Public offering price as percent of par | 105.46% | ||||||||||
3.00% Senior Notes, Series A due 2019 | |||||||||||
Debt instruments | |||||||||||
Interest rate | 3.00% | 3.00% | |||||||||
Senior notes | $ 0 | $ 0 | $ 293,319 | ||||||||
Repayments of debt | $ 0.4 |
SENIOR NOTES PAYABLE AND OTHE_7
SENIOR NOTES PAYABLE AND OTHER DEBT - Mortgages (Details) $ in Thousands, $ in Millions | Sep. 30, 2019USD ($) | Sep. 30, 2019CAD ($) | Dec. 31, 2018USD ($) |
Debt instruments | |||
Unamortized fair value adjustment | $ 21,103 | $ (1,163) | |
Mortgages | |||
Debt instruments | |||
Mortgage loans and other | $ 2,020,237 | $ 1,127,697 | |
Mortgages | Le Groupe Maurice | |||
Debt instruments | |||
Mortgage loans and other | $ 1,200 | ||
Unamortized fair value adjustment | $ 16.6 |
FAIR VALUES OF FINANCIAL INST_3
FAIR VALUES OF FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Assets: | ||
Cash and cash equivalents | $ 148,063 | $ 72,277 |
Non-mortgage loans receivable, net | 62,852 | 54,164 |
Debt securities, available-for-sale, carrying value | 227,947 | 206,442 |
Liabilities: | ||
Long-term debt and short-term borrowings, gross | 12,140,420 | 10,829,702 |
Redeemable OP Units, fair value | 218,500 | 174,600 |
Non-Mortgage Loan Receivable | ||
Assets: | ||
Non-mortgage loans receivable, net | 62,852 | 54,164 |
Non-mortgage loans receivable, fair value | 62,952 | 54,081 |
Secured/mortgage loans and other, net | ||
Assets: | ||
Debt securities, held-to-maturity | 653,691 | 439,491 |
Debt securities, held-to-maturity, fair value | 653,656 | 425,290 |
Government-Sponsored Pooled Loan Investments | ||
Assets: | ||
Debt securities, available-for-sale, carrying value | 56,023 | 56,378 |
Carrying Value | ||
Assets: | ||
Cash and cash equivalents | 148,063 | 72,277 |
Derivative instruments | 1,462 | 6,012 |
Liabilities: | ||
Long-term debt and short-term borrowings, gross | 12,140,420 | 10,829,702 |
Derivative instruments | 14,832 | 4,561 |
Redeemable OP Units, carrying amount | 218,515 | 174,552 |
Carrying Value | Non-Mortgage Loan Receivable | ||
Assets: | ||
Non-mortgage loans receivable, net | 62,852 | 54,164 |
Carrying Value | Secured/mortgage loans and other, net | ||
Assets: | ||
Debt securities, held-to-maturity | 653,691 | 439,491 |
Carrying Value | Marketable debt securities | ||
Assets: | ||
Debt securities, available-for-sale, carrying value | 227,947 | 206,442 |
Carrying Value | Government-Sponsored Pooled Loan Investments | ||
Assets: | ||
Debt securities, available-for-sale, carrying value | 56,023 | 56,378 |
Fair Value | ||
Assets: | ||
Cash and cash equivalents, fair value | 148,063 | 72,277 |
Derivative instruments | 1,462 | 6,012 |
Liabilities: | ||
Long-term debt and short-term borrowings, fair value | 12,709,558 | 10,617,074 |
Derivative instruments | 14,832 | 4,561 |
Redeemable OP Units, fair value | 218,515 | 174,552 |
Fair Value | Non-Mortgage Loan Receivable | ||
Assets: | ||
Non-mortgage loans receivable, fair value | 62,952 | 54,081 |
Fair Value | Secured/mortgage loans and other, net | ||
Assets: | ||
Debt securities, held-to-maturity, fair value | 653,656 | 425,290 |
Fair Value | Marketable debt securities | ||
Assets: | ||
Debt securities, available-for-sale, carrying value | 227,947 | 206,442 |
Fair Value | Government-Sponsored Pooled Loan Investments | ||
Assets: | ||
Debt securities, available-for-sale, carrying value | $ 56,023 | $ 56,378 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2019 | Jun. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||||||
Income tax (expense) benefit | $ (2,005) | $ 7,327 | $ 57,004 | $ 11,303 | ||
Valuation allowance reversal | $ 57,600 | |||||
Deferred income taxes | $ 147,524 | $ 147,524 | $ 205,219 |
STOCKHOLDERS' EQUITY - Capital
STOCKHOLDERS' EQUITY - Capital Stock (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended |
Jun. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2019 | |
Equity offering [Line Items] | |||
Issuance of common stock | $ 76,280 | $ 942,436 | |
At-The-Market Equity Offering Program | |||
Equity offering [Line Items] | |||
Common stock authorized under equity offering program | 1,000,000 | $ 1,000,000 | |
Stock issued during period, shares, new issues, equity offering program | 2.7 | ||
Stock issued during period, gross proceeds per share, equity offering program | $ 66.75 | ||
Equity offering program, remaining authorized offering amount | $ 822,100 | $ 822,100 | |
June 2019 Registered Public Offering | |||
Equity offering [Line Items] | |||
Stock issued during period, shares, new issues, equity offering program | 12.7 | ||
Stock issued during period, gross proceeds per share, equity offering program | $ 62.75 |
STOCKHOLDERS' EQUITY - Summary
STOCKHOLDERS' EQUITY - Summary of Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Equity [Abstract] | ||
Foreign currency translation | $ (66,786) | $ (55,016) |
Accumulated unrealized gain on available for sale securities | 19,480 | 15,746 |
Derivative instruments | (12,551) | 19,688 |
Total accumulated other comprehensive loss | $ (59,857) | $ (19,582) |
EARNINGS PER COMMON SHARE (Deta
EARNINGS PER COMMON SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Numerator for basic and diluted earnings per share: | ||||
Income from continuing operations | $ 86,918 | $ 103,281 | $ 426,404 | $ 352,689 |
Discontinued operations | 0 | 0 | 0 | (10) |
Net income | 86,918 | 103,281 | 426,404 | 352,679 |
Net income attributable to noncontrolling interests | 1,659 | 1,309 | 4,831 | 5,485 |
Net income attributable to common stockholders | $ 85,259 | $ 101,972 | $ 421,573 | $ 347,194 |
Denominator: | ||||
Denominator for basic earnings per share—weighted average shares (in shares) | 372,426 | 356,318 | 363,724 | 356,224 |
Effect of dilutive securities: | ||||
Stock options (in shares) | 640 | 227 | 445 | 152 |
Restricted stock awards (in shares) | 567 | 396 | 492 | 271 |
OP Unitholder Interests (in shares) | 2,992 | 2,414 | 2,996 | 2,421 |
Denominator for diluted earnings per share—adjusted weighted average shares (in shares) | 376,625 | 359,355 | 367,657 | 359,068 |
Basic earnings per share: | ||||
Income from continuing operations (in usd per share) | $ 0.23 | $ 0.29 | $ 1.17 | $ 0.99 |
Net income attributable to common stockholders (in usd per share) | 0.23 | 0.29 | 1.16 | 0.97 |
Diluted earnings per share: | ||||
Income from continuing operations (in usd per share) | 0.23 | 0.29 | 1.16 | 0.98 |
Net income attributable to common stockholders (in usd per share) | 0.23 | 0.28 | 1.15 | 0.97 |
Dividends declared per common share | $ 0.7925 | $ 0.79 | $ 2.3775 | $ 2.37 |
SEGMENT INFORMATION - Narrative
SEGMENT INFORMATION - Narrative (Details) | 9 Months Ended |
Sep. 30, 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 | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenues: | ||||
Rental income | $ 408,322 | $ 384,028 | $ 1,208,388 | $ 1,129,099 |
Income from loans and investments | 30,164 | 18,108 | 66,819 | 105,706 |
Interest and other income | 620 | 12,554 | 10,109 | 24,535 |
Total revenues | 983,155 | 936,538 | 2,876,746 | 2,822,547 |
Less: | ||||
Interest and other income | 620 | 12,554 | 10,109 | 24,535 |
Property-level operating expenses | 461,493 | 428,389 | 1,327,898 | 1,262,715 |
Office building services costs | 627 | 431 | 1,775 | 1,080 |
Segment NOI | 520,415 | 495,164 | 1,536,964 | 1,534,217 |
Interest and other income | 620 | 12,554 | 10,109 | 24,535 |
Interest expense | (113,967) | (107,581) | (334,955) | (331,973) |
Depreciation and amortization | (234,603) | (218,579) | (696,710) | (675,363) |
General, administrative and professional fees | (40,530) | (39,677) | (124,369) | (113,507) |
Loss on extinguishment of debt, net | 37,434 | 39,527 | 41,861 | 50,411 |
Merger-related expenses and deal costs | (4,304) | (4,458) | (11,084) | (26,288) |
Other | (2,164) | (1,244) | 9,294 | (7,891) |
Income (loss) from unconsolidated entities | 854 | (716) | (2,621) | (47,826) |
Gain on real estate dispositions | 36 | 18 | 24,633 | 35,893 |
Income tax (expense) benefit | (2,005) | 7,327 | 57,004 | 11,303 |
Income from continuing operations | 86,918 | 103,281 | 426,404 | 352,689 |
Discontinued operations | 0 | 0 | 0 | (10) |
Net income | 86,918 | 103,281 | 426,404 | 352,679 |
Net income attributable to noncontrolling interests | 1,659 | 1,309 | 4,831 | 5,485 |
Net income attributable to common stockholders | 85,259 | 101,972 | 421,573 | 347,194 |
Resident Fees and Services | ||||
Revenues: | ||||
Other revenues | 541,090 | 518,560 | 1,583,262 | 1,552,302 |
Office Building and Other Services Revenue | ||||
Revenues: | ||||
Other revenues | 2,959 | 3,288 | 8,168 | 10,905 |
Operating Segments | Triple-Net Leased Properties | ||||
Revenues: | ||||
Rental income | 193,383 | 190,117 | 589,833 | 548,628 |
Income from loans and investments | 0 | 0 | 0 | 0 |
Interest and other income | 0 | 0 | 0 | 0 |
Total revenues | 193,383 | 190,319 | 589,833 | 551,150 |
Less: | ||||
Interest and other income | 0 | 0 | 0 | 0 |
Property-level operating expenses | 6,338 | 0 | 20,092 | 0 |
Office building services costs | 0 | 0 | 0 | 0 |
Segment NOI | 187,045 | 190,319 | 569,741 | 551,150 |
Interest and other income | 0 | 0 | 0 | 0 |
Operating Segments | Triple-Net Leased Properties | Resident Fees and Services | ||||
Revenues: | ||||
Other revenues | 0 | 0 | 0 | 0 |
Operating Segments | Triple-Net Leased Properties | Office Building and Other Services Revenue | ||||
Revenues: | ||||
Other revenues | 0 | 202 | 0 | 2,522 |
Operating Segments | Senior Living Operations | ||||
Revenues: | ||||
Rental income | 0 | 0 | 0 | 0 |
Income from loans and investments | 0 | 0 | 0 | 0 |
Interest and other income | 0 | 0 | 0 | 0 |
Total revenues | 541,090 | 518,560 | 1,583,262 | 1,552,302 |
Less: | ||||
Interest and other income | 0 | 0 | 0 | 0 |
Property-level operating expenses | 388,011 | 366,721 | 1,115,834 | 1,080,053 |
Office building services costs | 0 | 0 | 0 | 0 |
Segment NOI | 153,079 | 151,839 | 467,428 | 472,249 |
Interest and other income | 0 | 0 | 0 | 0 |
Operating Segments | Senior Living Operations | Resident Fees and Services | ||||
Revenues: | ||||
Other revenues | 541,090 | 518,560 | 1,583,262 | 1,552,302 |
Operating Segments | Senior Living Operations | Office Building and Other Services Revenue | ||||
Revenues: | ||||
Other revenues | 0 | 0 | 0 | 0 |
Operating Segments | Office Operations | ||||
Revenues: | ||||
Rental income | 214,939 | 193,911 | 618,555 | 580,471 |
Income from loans and investments | 0 | 0 | 0 | 0 |
Interest and other income | 0 | 0 | 0 | 0 |
Total revenues | 216,998 | 196,086 | 624,240 | 586,256 |
Less: | ||||
Interest and other income | 0 | 0 | 0 | 0 |
Property-level operating expenses | 67,144 | 61,668 | 191,972 | 182,662 |
Office building services costs | 627 | 431 | 1,775 | 1,080 |
Segment NOI | 149,227 | 133,987 | 430,493 | 402,514 |
Interest and other income | 0 | 0 | 0 | 0 |
Operating Segments | Office Operations | Resident Fees and Services | ||||
Revenues: | ||||
Other revenues | 0 | 0 | 0 | 0 |
Operating Segments | Office Operations | Office Building and Other Services Revenue | ||||
Revenues: | ||||
Other revenues | 2,059 | 2,175 | 5,685 | 5,785 |
All Other | ||||
Revenues: | ||||
Rental income | 0 | 0 | 0 | 0 |
Income from loans and investments | 30,164 | 18,108 | 66,819 | 105,706 |
Interest and other income | 620 | 12,554 | 10,109 | 24,535 |
Total revenues | 31,684 | 31,573 | 79,411 | 132,839 |
Less: | ||||
Interest and other income | 620 | 12,554 | 10,109 | 24,535 |
Property-level operating expenses | 0 | 0 | 0 | 0 |
Office building services costs | 0 | 0 | 0 | 0 |
Segment NOI | 31,064 | 19,019 | 69,302 | 108,304 |
Interest and other income | 620 | 12,554 | 10,109 | 24,535 |
All Other | Resident Fees and Services | ||||
Revenues: | ||||
Other revenues | 0 | 0 | 0 | 0 |
All Other | Office Building and Other Services Revenue | ||||
Revenues: | ||||
Other revenues | $ 900 | $ 911 | $ 2,483 | $ 2,598 |
SEGMENT INFORMATION - Capital E
SEGMENT INFORMATION - Capital Expenditures (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Segment Reporting Information | ||||
Capital expenditures | $ 888,791 | $ 129,205 | $ 1,269,437 | $ 339,173 |
Operating Segments | Triple-Net Leased Properties | ||||
Segment Reporting Information | ||||
Capital expenditures | 13,558 | 10,773 | 27,805 | 31,781 |
Operating Segments | Senior Living Operations | ||||
Segment Reporting Information | ||||
Capital expenditures | 780,837 | 36,138 | 845,290 | 90,892 |
Operating Segments | Office Operations | ||||
Segment Reporting Information | ||||
Capital expenditures | $ 94,396 | $ 82,294 | $ 396,342 | $ 216,500 |
SEGMENT INFORMATION - Revenue a
SEGMENT INFORMATION - Revenue and Net Real Estate Property (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Revenues: | |||||
Total revenues | $ 983,155 | $ 936,538 | $ 2,876,746 | $ 2,822,547 | |
Net real estate property: | |||||
Total net real estate property | 21,932,038 | 21,932,038 | $ 20,093,657 | ||
United States | |||||
Revenues: | |||||
Total revenues | 904,031 | 881,477 | 2,688,329 | 2,656,487 | |
Net real estate property: | |||||
Total net real estate property | 18,917,383 | 18,917,383 | 18,861,163 | ||
Canada | |||||
Revenues: | |||||
Total revenues | 72,495 | 48,080 | 167,881 | 144,366 | |
Net real estate property: | |||||
Total net real estate property | 2,764,468 | 2,764,468 | 963,588 | ||
United Kingdom | |||||
Revenues: | |||||
Total revenues | 6,629 | $ 6,981 | 20,536 | $ 21,694 | |
Net real estate property: | |||||
Total net real estate property | $ 250,187 | $ 250,187 | $ 268,906 |
CONDENSED CONSOLIDATING INFOR_3
CONDENSED CONSOLIDATING INFORMATION (Unaudited) - Balance Sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2017 |
Assets | ||||||
Net real estate investments | $ 22,687,657 | $ 20,637,904 | ||||
Cash and cash equivalents | 148,063 | 72,277 | ||||
Escrow deposits and restricted cash | 60,533 | 59,187 | ||||
Investment in and advances to affiliates | 0 | 0 | ||||
Goodwill | 1,049,985 | 1,050,548 | ||||
Assets held for sale | 4,520 | 5,454 | ||||
Other assets | 852,795 | 759,185 | ||||
Total assets | 24,803,553 | 22,584,555 | ||||
Liabilities: | ||||||
Senior notes payable and other debt | 12,053,184 | 10,733,699 | ||||
Intercompany loans | 0 | 0 | ||||
Accrued interest | 85,214 | 99,667 | ||||
Operating lease liabilities | 249,237 | 0 | ||||
Accounts payable and other liabilities | 1,194,162 | 1,086,030 | ||||
Liabilities related to assets held for sale | 1,531 | 205 | ||||
Deferred income taxes | 147,524 | 205,219 | ||||
Total liabilities | 13,730,852 | 12,124,820 | ||||
Redeemable OP unitholder and noncontrolling interests | 236,792 | 188,141 | ||||
Total equity | 10,835,909 | $ 10,876,362 | 10,271,594 | $ 10,513,069 | $ 10,677,569 | $ 10,932,185 |
Total liabilities and equity | 24,803,553 | 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 | (18,621,808) | (18,382,790) | ||||
Goodwill | 0 | 0 | ||||
Assets held for sale | 0 | 0 | ||||
Other assets | 0 | 0 | ||||
Total assets | (18,621,808) | (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 | (18,621,808) | (18,382,790) | ||||
Total liabilities and equity | (18,621,808) | (18,382,790) | ||||
Ventas, Inc. | ||||||
Assets | ||||||
Net real estate investments | 3,488 | 3,598 | ||||
Cash and cash equivalents | 17,632 | 6,470 | ||||
Escrow deposits and restricted cash | 1,328 | 4,211 | ||||
Investment in and advances to affiliates | 15,895,610 | 15,656,592 | ||||
Goodwill | 0 | 0 | ||||
Assets held for sale | 0 | 0 | ||||
Other assets | 92,361 | 45,989 | ||||
Total assets | 16,010,419 | 15,716,860 | ||||
Liabilities: | ||||||
Senior notes payable and other debt | 0 | 0 | ||||
Intercompany loans | 8,741,304 | 8,580,896 | ||||
Accrued interest | (13,265) | (9,953) | ||||
Operating lease liabilities | 11,285 | |||||
Accounts payable and other liabilities | 333,433 | 319,753 | ||||
Liabilities related to assets held for sale | 0 | 0 | ||||
Deferred income taxes | 608 | 608 | ||||
Total liabilities | 9,073,365 | 8,891,304 | ||||
Redeemable OP unitholder and noncontrolling interests | 18,433 | 13,746 | ||||
Total equity | 6,918,621 | 6,811,810 | ||||
Total liabilities and equity | 16,010,419 | 15,716,860 | ||||
Ventas Realty | ||||||
Assets | ||||||
Net real estate investments | 109,211 | 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 | 2,198 | 4,443 | ||||
Total assets | 2,837,735 | 2,843,460 | ||||
Liabilities: | ||||||
Senior notes payable and other debt | 8,256,489 | 8,620,867 | ||||
Intercompany loans | (5,038,388) | (5,629,764) | ||||
Accrued interest | 72,477 | 85,717 | ||||
Operating lease liabilities | 520 | |||||
Accounts payable and other liabilities | 22,084 | 19,178 | ||||
Liabilities related to assets held for sale | 569 | 0 | ||||
Deferred income taxes | 0 | 0 | ||||
Total liabilities | 3,313,751 | 3,095,998 | ||||
Redeemable OP unitholder and noncontrolling interests | 0 | 0 | ||||
Total equity | (476,016) | (252,538) | ||||
Total liabilities and equity | 2,837,735 | 2,843,460 | ||||
Ventas Subsidiaries | ||||||
Assets | ||||||
Net real estate investments | 22,574,958 | 20,521,615 | ||||
Cash and cash equivalents | 130,431 | 65,807 | ||||
Escrow deposits and restricted cash | 59,077 | 54,848 | ||||
Investment in and advances to affiliates | 0 | 0 | ||||
Goodwill | 1,049,985 | 1,050,548 | ||||
Assets held for sale | 4,520 | 5,454 | ||||
Other assets | 758,236 | 708,753 | ||||
Total assets | 24,577,207 | 22,407,025 | ||||
Liabilities: | ||||||
Senior notes payable and other debt | 3,796,695 | 2,112,832 | ||||
Intercompany loans | (3,702,916) | (2,951,132) | ||||
Accrued interest | 26,002 | 23,903 | ||||
Operating lease liabilities | 237,432 | |||||
Accounts payable and other liabilities | 838,645 | 747,099 | ||||
Liabilities related to assets held for sale | 962 | 205 | ||||
Deferred income taxes | 146,916 | 204,611 | ||||
Total liabilities | 1,343,736 | 137,518 | ||||
Redeemable OP unitholder and noncontrolling interests | 218,359 | 174,395 | ||||
Total equity | 23,015,112 | 22,095,112 | ||||
Total liabilities and equity | $ 24,577,207 | $ 22,407,025 |
CONDENSED CONSOLIDATING INFOR_4
CONDENSED CONSOLIDATING INFORMATION (Unaudited) - Statement of Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenues: | ||||
Rental income | $ 408,322 | $ 384,028 | $ 1,208,388 | $ 1,129,099 |
Income from loans and investments | 30,164 | 18,108 | 66,819 | 105,706 |
Equity earnings in affiliates | 0 | 0 | 0 | 0 |
Interest and other income | 620 | 12,554 | 10,109 | 24,535 |
Total revenues | 983,155 | 936,538 | 2,876,746 | 2,822,547 |
Expenses | ||||
Interest | 113,967 | 107,581 | 334,955 | 331,973 |
Depreciation and amortization | 234,603 | 218,579 | 696,710 | 675,363 |
Property-level operating expenses | 461,493 | 428,389 | 1,327,898 | 1,262,715 |
Office building services costs | 627 | 431 | 1,775 | 1,080 |
General, administrative and professional fees | 40,530 | 39,677 | 124,369 | 113,507 |
Loss on extinguishment of debt, net | 37,434 | 39,527 | 41,861 | 50,411 |
Merger-related expenses and deal costs | 4,304 | 4,458 | 11,084 | 26,288 |
Other | (2,164) | (1,244) | 9,294 | (7,891) |
Total expenses | 895,122 | 839,886 | 2,529,358 | 2,469,228 |
Income before unconsolidated entities, real estate dispositions, income taxes, discontinued operations and noncontrolling interests | 88,033 | 96,652 | 347,388 | 353,319 |
Income (loss) from unconsolidated entities | 854 | (716) | (2,621) | (47,826) |
Gain on real estate dispositions | 36 | 18 | 24,633 | 35,893 |
Income from continuing operations | 86,918 | 103,281 | 426,404 | 352,689 |
Discontinued operations | 0 | 0 | 0 | (10) |
Income tax (expense) benefit | (2,005) | 7,327 | 57,004 | 11,303 |
Net income | 86,918 | 103,281 | 426,404 | 352,679 |
Net income attributable to noncontrolling interests | 1,659 | 1,309 | 4,831 | 5,485 |
Net income attributable to common stockholders | 85,259 | 101,972 | 421,573 | 347,194 |
Resident Fees and Services | ||||
Revenues: | ||||
Other revenues | 541,090 | 518,560 | 1,583,262 | 1,552,302 |
Office Building and Other Services Revenue | ||||
Revenues: | ||||
Other revenues | 2,959 | 3,288 | 8,168 | 10,905 |
Consolidated Elimination | ||||
Revenues: | ||||
Rental income | 0 | 0 | 0 | 0 |
Income from loans and investments | 0 | 0 | 0 | 0 |
Equity earnings in affiliates | (68,650) | (73,174) | (368,184) | (276,025) |
Interest and other income | 0 | 0 | 0 | 0 |
Total revenues | (68,650) | (73,174) | (368,184) | (276,025) |
Expenses | ||||
Interest | 0 | 0 | 0 | 0 |
Depreciation and amortization | 0 | 0 | 0 | 0 |
Property-level operating expenses | 0 | 0 | 0 | 0 |
Office building services costs | 0 | 0 | 0 | 0 |
General, administrative and professional fees | 0 | 0 | 0 | 0 |
Loss on extinguishment of debt, net | 0 | 0 | 0 | 0 |
Merger-related expenses and deal costs | 0 | 0 | 0 | 0 |
Other | 0 | 0 | 0 | 0 |
Total expenses | 0 | 0 | 0 | 0 |
Income before unconsolidated entities, real estate dispositions, income taxes, discontinued operations and noncontrolling interests | (68,650) | (73,174) | (368,184) | (276,025) |
Income (loss) from unconsolidated entities | 0 | 0 | 0 | 0 |
Gain on real estate dispositions | 0 | 0 | 0 | 0 |
Income from continuing operations | (68,650) | (73,174) | (368,184) | (276,025) |
Discontinued operations | 0 | 0 | 0 | 0 |
Income tax (expense) benefit | 0 | 0 | 0 | 0 |
Net income | (68,650) | (73,174) | (368,184) | (276,025) |
Net income attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Net income attributable to common stockholders | (68,650) | (73,174) | (368,184) | (276,025) |
Consolidated Elimination | Resident Fees and Services | ||||
Revenues: | ||||
Other revenues | 0 | 0 | 0 | 0 |
Consolidated Elimination | Office Building and Other Services Revenue | ||||
Revenues: | ||||
Other revenues | 0 | 0 | 0 | 0 |
Ventas, Inc. | ||||
Revenues: | ||||
Rental income | 270 | 275 | 804 | 1,132 |
Income from loans and investments | 817 | 387 | 1,975 | 1,150 |
Equity earnings in affiliates | 69,503 | 74,048 | 370,164 | 278,103 |
Interest and other income | 141 | 12,335 | 162 | 23,726 |
Total revenues | 70,731 | 87,045 | 373,105 | 304,111 |
Expenses | ||||
Interest | (25,929) | (19,307) | (64,272) | (76,297) |
Depreciation and amortization | 1,429 | 1,365 | 4,241 | 4,081 |
Property-level operating expenses | 0 | 0 | 0 | 0 |
Office building services costs | 0 | 0 | 0 | 0 |
General, administrative and professional fees | 6,174 | 2,744 | 4,586 | 2,892 |
Loss on extinguishment of debt, net | 0 | 202 | 0 | 356 |
Merger-related expenses and deal costs | 1,974 | 2,980 | 4,929 | 23,390 |
Other | (1,030) | (28) | (1,036) | (4,524) |
Total expenses | (15,322) | (11,988) | (49,480) | (41,054) |
Income before unconsolidated entities, real estate dispositions, income taxes, discontinued operations and noncontrolling interests | 86,053 | 99,033 | 422,585 | 345,165 |
Income (loss) from unconsolidated entities | 0 | 0 | 0 | 0 |
Gain on real estate dispositions | 0 | (5) | 0 | (567) |
Income from continuing operations | 85,259 | 101,972 | 421,573 | 347,204 |
Discontinued operations | 0 | 0 | 0 | (10) |
Income tax (expense) benefit | (794) | 2,944 | (1,012) | 2,606 |
Net income | 85,259 | 101,972 | 421,573 | 347,194 |
Net income attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Net income attributable to common stockholders | 85,259 | 101,972 | 421,573 | 347,194 |
Ventas, Inc. | Resident Fees and Services | ||||
Revenues: | ||||
Other revenues | 0 | 0 | 0 | 0 |
Ventas, Inc. | Office Building and Other Services Revenue | ||||
Revenues: | ||||
Other revenues | 0 | 0 | 0 | 0 |
Ventas Realty | ||||
Revenues: | ||||
Rental income | 35,852 | 35,189 | 107,036 | 103,874 |
Income from loans and investments | 0 | 0 | 0 | 0 |
Equity earnings in affiliates | 0 | 0 | 0 | 0 |
Interest and other income | 64 | 8 | 144 | 8 |
Total revenues | 35,916 | 35,197 | 107,180 | 103,882 |
Expenses | ||||
Interest | 79,156 | 80,255 | 245,189 | 245,210 |
Depreciation and amortization | 1,328 | 1,411 | 4,083 | 4,277 |
Property-level operating expenses | 136 | 77 | 449 | 231 |
Office building services costs | 0 | 0 | 0 | 0 |
General, administrative and professional fees | 3,433 | 4,477 | 13,586 | 13,142 |
Loss on extinguishment of debt, net | 37,434 | 36,219 | 41,862 | 48,815 |
Merger-related expenses and deal costs | 0 | 0 | 0 | 0 |
Other | (2) | (25) | (2) | (25) |
Total expenses | 121,489 | 122,464 | 305,171 | 311,700 |
Income before unconsolidated entities, real estate dispositions, income taxes, discontinued operations and noncontrolling interests | (85,573) | (87,267) | (197,991) | (207,818) |
Income (loss) from unconsolidated entities | 0 | 0 | 0 | 0 |
Gain on real estate dispositions | 88 | 0 | 88 | 0 |
Income from continuing operations | (85,485) | (87,267) | (197,903) | (207,818) |
Discontinued operations | 0 | 0 | 0 | 0 |
Income tax (expense) benefit | 0 | 0 | 0 | 0 |
Net income | (85,485) | (87,267) | (197,903) | (207,818) |
Net income attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Net income attributable to common stockholders | (85,485) | (87,267) | (197,903) | (207,818) |
Ventas Realty | Resident Fees and Services | ||||
Revenues: | ||||
Other revenues | 0 | 0 | 0 | 0 |
Ventas Realty | Office Building and Other Services Revenue | ||||
Revenues: | ||||
Other revenues | 0 | 0 | 0 | 0 |
Ventas Subsidiaries | ||||
Revenues: | ||||
Rental income | 372,200 | 348,564 | 1,100,548 | 1,024,093 |
Income from loans and investments | 29,347 | 17,721 | 64,844 | 104,556 |
Equity earnings in affiliates | (853) | (874) | (1,980) | (2,078) |
Interest and other income | 415 | 211 | 9,803 | 801 |
Total revenues | 945,158 | 887,470 | 2,764,645 | 2,690,579 |
Expenses | ||||
Interest | 60,740 | 46,633 | 154,038 | 163,060 |
Depreciation and amortization | 231,846 | 215,803 | 688,386 | 667,005 |
Property-level operating expenses | 461,357 | 428,312 | 1,327,449 | 1,262,484 |
Office building services costs | 627 | 431 | 1,775 | 1,080 |
General, administrative and professional fees | 30,923 | 32,456 | 106,197 | 97,473 |
Loss on extinguishment of debt, net | 0 | 3,106 | (1) | 1,240 |
Merger-related expenses and deal costs | 2,330 | 1,478 | 6,155 | 2,898 |
Other | (1,132) | (1,191) | 10,332 | (3,342) |
Total expenses | 788,955 | 729,410 | 2,273,667 | 2,198,582 |
Income before unconsolidated entities, real estate dispositions, income taxes, discontinued operations and noncontrolling interests | 156,203 | 158,060 | 490,978 | 491,997 |
Income (loss) from unconsolidated entities | 854 | (716) | (2,621) | (47,826) |
Gain on real estate dispositions | (52) | 23 | 24,545 | 36,460 |
Income from continuing operations | 155,794 | 161,750 | 570,918 | 489,328 |
Discontinued operations | 0 | 0 | 0 | 0 |
Income tax (expense) benefit | (1,211) | 4,383 | 58,016 | 8,697 |
Net income | 155,794 | 161,750 | 570,918 | 489,328 |
Net income attributable to noncontrolling interests | 1,659 | 1,309 | 4,831 | 5,485 |
Net income attributable to common stockholders | 154,135 | 160,441 | 566,087 | 483,843 |
Ventas Subsidiaries | Resident Fees and Services | ||||
Revenues: | ||||
Other revenues | 541,090 | 518,560 | 1,583,262 | 1,552,302 |
Ventas Subsidiaries | Office Building and Other Services Revenue | ||||
Revenues: | ||||
Other revenues | $ 2,959 | $ 3,288 | $ 8,168 | $ 10,905 |
CONDENSED CONSOLIDATING INFOR_5
CONDENSED CONSOLIDATING INFORMATION (Unaudited) - Statements of Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Condensed financial statements, captions | ||||
Net income (loss) | $ 86,918 | $ 103,281 | $ 426,404 | $ 352,679 |
Other comprehensive income (loss): | ||||
Foreign currency translation | (7,011) | (5,018) | (11,770) | (8,061) |
Unrealized (loss) gain on available for sale securities | (3,162) | 5,131 | 3,734 | 17,816 |
Derivative instruments | (10,013) | 2,801 | (32,076) | 17,418 |
Other comprehensive income | (20,186) | 2,914 | (40,112) | 27,173 |
Comprehensive income | 66,732 | 106,195 | 386,292 | 379,852 |
Comprehensive income attributable to noncontrolling interests | 1,659 | 1,309 | 4,831 | 5,485 |
Comprehensive income attributable to common stockholders | 65,073 | 104,886 | 381,461 | 374,367 |
Consolidated Elimination | ||||
Condensed financial statements, captions | ||||
Net income (loss) | (68,650) | (73,174) | (368,184) | (276,025) |
Other comprehensive income (loss): | ||||
Foreign currency translation | 0 | 0 | 0 | 0 |
Unrealized (loss) gain on available for sale securities | 0 | 0 | 0 | 0 |
Derivative instruments | 0 | 0 | 0 | 0 |
Other comprehensive income | 0 | 0 | 0 | 0 |
Comprehensive income | (68,650) | (73,174) | (368,184) | (276,025) |
Comprehensive income attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Comprehensive income attributable to common stockholders | (68,650) | (73,174) | (368,184) | (276,025) |
Ventas, Inc. | ||||
Condensed financial statements, captions | ||||
Net income (loss) | 85,259 | 101,972 | 421,573 | 347,194 |
Other comprehensive income (loss): | ||||
Foreign currency translation | (9,824) | 0 | (11,476) | 0 |
Unrealized (loss) gain on available for sale securities | (259) | 0 | (2,246) | 0 |
Derivative instruments | 799 | 0 | 2,522 | 0 |
Other comprehensive income | (9,284) | 0 | (11,200) | 0 |
Comprehensive income | 75,975 | 101,972 | 410,373 | 347,194 |
Comprehensive income attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Comprehensive income attributable to common stockholders | 75,975 | 101,972 | 410,373 | 347,194 |
Ventas Realty | ||||
Condensed financial statements, captions | ||||
Net income (loss) | (85,485) | (87,267) | (197,903) | (207,818) |
Other comprehensive income (loss): | ||||
Foreign currency translation | 0 | 0 | 0 | 0 |
Unrealized (loss) gain on available for sale securities | 0 | 0 | 0 | 0 |
Derivative instruments | (9,070) | 0 | (27,461) | 0 |
Other comprehensive income | (9,070) | 0 | (27,461) | 0 |
Comprehensive income | (94,555) | (87,267) | (225,364) | (207,818) |
Comprehensive income attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Comprehensive income attributable to common stockholders | (94,555) | (87,267) | (225,364) | (207,818) |
Ventas Subsidiaries | ||||
Condensed financial statements, captions | ||||
Net income (loss) | 155,794 | 161,750 | 570,918 | 489,328 |
Other comprehensive income (loss): | ||||
Foreign currency translation | 2,813 | (5,018) | (294) | (8,061) |
Unrealized (loss) gain on available for sale securities | (2,903) | 5,131 | 5,980 | 17,816 |
Derivative instruments | (1,742) | 2,801 | (7,137) | 17,418 |
Other comprehensive income | (1,832) | 2,914 | (1,451) | 27,173 |
Comprehensive income | 153,962 | 164,664 | 569,467 | 516,501 |
Comprehensive income attributable to noncontrolling interests | 1,659 | 1,309 | 4,831 | 5,485 |
Comprehensive income attributable to common stockholders | $ 152,303 | $ 163,355 | $ 564,636 | $ 511,016 |
CONDENSED CONSOLIDATING INFOR_6
CONDENSED CONSOLIDATING INFORMATION (Unaudited) - Statement of Cash Flows (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Condensed Consolidating Statement of Cash Flows | ||
Net cash provided by (used in) operating activities | $ 1,083,548 | $ 1,017,622 |
Cash flows from investing activities: | ||
Net investment in real estate property | (939,805) | (35,800) |
Investment in loans receivable | (1,257,577) | (212,089) |
Proceeds from real estate disposals | 77,555 | 331,243 |
Proceeds from loans receivable | 1,008,683 | 866,313 |
Development project expenditures | (229,845) | (230,348) |
Payments for Capital Improvements | 99,787 | 73,025 |
Distributions from unconsolidated entities | 151 | 57,430 |
Investment in unconsolidated entities | (1,711) | (45,106) |
Insurance proceeds for property damage claims | 20,457 | 6,327 |
Net cash (used in) provided by investing activities | (1,421,879) | 664,945 |
Cash flows from financing activities: | ||
Net change in borrowings under revolving credit facilities | 278,677 | 41,292 |
Net change in borrowings under commercial paper program | 304,508 | 0 |
Proceeds from debt | 2,206,577 | 2,412,420 |
Repayment of debt | (2,456,135) | (3,294,104) |
Purchase of noncontrolling interests | (2,429) | |
Net change in intercompany debt | 0 | 0 |
Payment of deferred financing costs | (17,867) | (16,583) |
Cash distribution (to) from affiliates | 0 | |
Issuance of common stock, net | 942,250 | 0 |
Cash distribution to common stockholders | (861,789) | (845,248) |
Cash distribution to redeemable OP unitholders | (6,882) | (5,594) |
Contributions from noncontrolling interests | 4,959 | 500 |
Cash issued for redemption of OP Units | (361) | (1,370) |
Distributions to noncontrolling interests | (6,403) | (9,968) |
Proceeds from stock option exercises | 34,134 | 4,238 |
Other | (6,601) | (4,974) |
Net cash used in financing activities | 415,067 | (1,721,820) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 76,736 | (39,253) |
Effect of foreign currency translation | 396 | (453) |
Cash, cash equivalents and restricted cash at beginning of period | 131,464 | 188,253 |
Cash, cash equivalents and restricted cash at end of period | 208,596 | 148,547 |
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 |
Payments for Capital Improvements | 0 | 0 |
Distributions from unconsolidated entities | 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 |
Purchase of noncontrolling interests | 0 | |
Net change in intercompany debt | 0 | 0 |
Payment of deferred financing costs | 0 | 0 |
Cash distribution (to) from affiliates | 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 | 0 |
Cash issued for redemption of OP Units | 0 | 0 |
Distributions to noncontrolling interests | 0 | 0 |
Proceeds from stock option exercises | 0 | 0 |
Other | 0 | 0 |
Net cash used in financing activities | 0 | 0 |
Net increase (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 | 19,196 | 30,077 |
Cash flows from investing activities: | ||
Net investment in real estate property | (217,486) | (35,800) |
Investment in loans receivable | (21,579) | (3,036) |
Proceeds from real estate disposals | 77,245 | 331,243 |
Proceeds from loans receivable | 44 | 1,473 |
Development project expenditures | 0 | 0 |
Payments for Capital Improvements | 0 | 0 |
Distributions from unconsolidated entities | 0 | 0 |
Investment in unconsolidated entities | 0 | 0 |
Insurance proceeds for property damage claims | 0 | 0 |
Net cash (used in) provided by investing activities | (161,776) | 293,880 |
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 |
Purchase of noncontrolling interests | (2,429) | |
Net change in intercompany debt | 54,413 | 976,533 |
Payment of deferred financing costs | 0 | 0 |
Cash distribution (to) from affiliates | 473,343 | |
Issuance of common stock, net | 942,250 | |
Cash distribution to common stockholders | (861,789) | (845,248) |
Cash distribution to redeemable OP unitholders | 0 | 0 |
Contributions from noncontrolling interests | 0 | 0 |
Cash issued for redemption of OP Units | 0 | 0 |
Distributions to noncontrolling interests | 0 | 0 |
Proceeds from stock option exercises | 34,134 | 4,238 |
Other | (6,592) | (4,974) |
Net cash used in financing activities | 162,416 | (345,223) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 19,836 | (21,266) |
Effect of foreign currency translation | (11,557) | (12,190) |
Cash, cash equivalents and restricted cash at beginning of period | 10,681 | 46,945 |
Cash, cash equivalents and restricted cash at end of period | 18,960 | 13,489 |
Ventas Realty | ||
Condensed Consolidating Statement of Cash Flows | ||
Net cash provided by (used in) operating activities | (158,086) | (163,311) |
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 | (169) | 0 |
Payments for Capital Improvements | 0 | 0 |
Distributions from unconsolidated entities | 0 | 0 |
Investment in unconsolidated entities | 0 | 0 |
Insurance proceeds for property damage claims | 0 | 0 |
Net cash (used in) provided by investing activities | (169) | 0 |
Cash flows from financing activities: | ||
Net change in borrowings under revolving credit facilities | (407,381) | 49,438 |
Net change in borrowings under commercial paper program | 304,508 | |
Proceeds from debt | 1,793,154 | 2,309,141 |
Repayment of debt | (2,109,880) | (2,949,456) |
Purchase of noncontrolling interests | 0 | |
Net change in intercompany debt | 594,202 | 769,781 |
Payment of deferred financing costs | (16,348) | (15,593) |
Cash distribution (to) from affiliates | 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 | 0 |
Cash issued for redemption of OP Units | 0 | 0 |
Distributions to noncontrolling interests | 0 | 0 |
Proceeds from stock option exercises | 0 | 0 |
Other | 0 | 0 |
Net cash used in financing activities | 158,255 | 163,311 |
Net increase (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 | 1,222,438 | 1,150,856 |
Cash flows from investing activities: | ||
Net investment in real estate property | (722,319) | 0 |
Investment in loans receivable | (1,235,998) | (209,053) |
Proceeds from real estate disposals | 310 | 0 |
Proceeds from loans receivable | 1,008,639 | 864,840 |
Development project expenditures | (229,676) | (230,348) |
Payments for Capital Improvements | 99,787 | 73,025 |
Distributions from unconsolidated entities | 151 | 57,430 |
Investment in unconsolidated entities | (1,711) | (45,106) |
Insurance proceeds for property damage claims | 20,457 | 6,327 |
Net cash (used in) provided by investing activities | (1,259,934) | 371,065 |
Cash flows from financing activities: | ||
Net change in borrowings under revolving credit facilities | 686,058 | (8,146) |
Net change in borrowings under commercial paper program | 0 | |
Proceeds from debt | 413,423 | 103,279 |
Repayment of debt | (346,255) | (344,648) |
Purchase of noncontrolling interests | 0 | |
Net change in intercompany debt | (648,615) | (1,746,314) |
Payment of deferred financing costs | (1,519) | (990) |
Cash distribution (to) from affiliates | (473,343) | |
Issuance of common stock, net | 0 | |
Cash distribution to common stockholders | 0 | 0 |
Cash distribution to redeemable OP unitholders | (6,882) | (5,594) |
Contributions from noncontrolling interests | 4,959 | 500 |
Cash issued for redemption of OP Units | (361) | (1,370) |
Distributions to noncontrolling interests | (6,403) | (9,968) |
Proceeds from stock option exercises | 0 | 0 |
Other | (9) | 0 |
Net cash used in financing activities | 94,396 | (1,539,908) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 56,900 | (17,987) |
Effect of foreign currency translation | 11,953 | 11,737 |
Cash, cash equivalents and restricted cash at beginning of period | 120,655 | 141,180 |
Cash, cash equivalents and restricted cash at end of period | $ 189,508 | $ 134,930 |