2019 ANNUAL REPORTExcellence. Sustained. 2019 ACCOMPLISHMENTS
2019 ANNUAL REPORT
2019 2018*
Net Income per diluted Common Share
$1.17
$1.14
Normalized Funds from Operations (FFO)
per diluted Common Share
$3.85
$4.07
Reported Funds from Operations
(Nareit FFO) per diluted Common Share
$3.88
$3.64
Net Debt to Adjusted Pro Forma EBITDA†
6.0x
5.6x
Same Store Net Operating Income (NOI)
Growth
0%
1.2%
Total Indebtedness to Gross Value
38%
37%
Fixed Charge Coverage
4.3x
4.6x
VENTAS
5,004%
Dividend per Share
$3.17
$3.163
Revenue ($ Millions)
$3,873
$3,746
Operating Cash Flow ($ Millions)
$1,438
$1,381
MSCI
US REIT
INDEX
732%
S&P 500
INDEX
224%
* Source: Data per 2018 Annual Report
† 2019 calculated using a full year methodology
Source: Company Financials for year ending 12/31/2019. Dividend per share growth based on cash dividends paid from the 2001-2019 period,
excluding special dividends or share distributions.
1 This Annual Report contains certain non-GAAP financial measures. Reconciliations of each of these non-GAAP financial measures are available on
the Company’s website at https://www.ventasreit.com/investor-relations/non-gaap-financial-measures. Data as of 12/31 of the respective year per Q4
2019/2018 filings, press releases, supplemental and earnings conference calls.
2 Source: Bloomberg; for the period beginning 12/31/1999 and ending 12/31/2019. Ventas prices adjusted historically for spin off.
222019 FINANCIAL ACCOMPLISHMENTS~8 YEARS Weighted Average Maturity on Senior Notes4.3x Fixed ChargeCoverage$2.6B Liquidity7%Compound Annual Dividend Increase Since 2001Weighted Average Cost of Debt3.5%Credit RatingBBB+Total Shareholder Return in 20193.4%FINANCIAL RESULTS1TOTAL SHAREHOLDER RETURN SINCE 19992Commercial Paper Program$1BLaunched
LETTER TO STAKEHOLDERS
2019 ANNUAL REPORT
3As I write to you, we are facing unprecedented challenges around the world from the novel COVID-19 pandemic. The virus has taken and continues to take a tragic toll on individuals globally. Ventas has used its wealth of experience accumulated over decades to proactively put the Company in a strong and stable financial position. Our strength and stability benefits all of our stakeholders—stockholders and lenders, tenants and operating partners, employees and caregivers, residents and patients and physicians and scientists. We are committed to protecting and preserving the health and wellbeing of our constituents and our enterprise. In 2019, Ventas further extended our two-decade history of sustained excellence, delivering 3.4% total shareholder return (TSR). With 22% compound annual TSR since 2001, Ventas is one of the best-performing stocks in the S&P 500 over the last 20 years. We continued to benefit from our consistent strategy of curating a diverse high-quality portfolio serving a growing demographic, delivering earnings accretion from external growth and effective capital markets execution to produce solid enterprise results on a strong balance sheet.Within our diversified portfolio, we are active in the life sciences and biomedical sector. The importance and positive societal impact of the companies and universities seeking cures and vaccines in our leading Research & Innovation laboratories is demonstrated by the global pandemic. We made significant progress growing our investment in this attractive sector in 2019.We are proud to have retained and enhanced our industry leadership position in Environmental, Social and Governance (ESG) and are honored by the many accolades that we have received. These include being named to both the Dow Jones Sustainability World Index and Bloomberg Gender-Equality Index for the first time and becoming a signatory to the United Nations Global Compact and UN Women’s Empowerment Principles.Our high-performing team has always differentiated us, and their dedication and experience are important assets in these extraordinary times. This year, we bade farewell to T. Richard Riney, our original and long-serving General Counsel, upon his well-earned retirement. Rick’s incredible contributions, unbounded integrity and loyalty as an inspirational leader for the Company played a critical role in building Ventas into the high-performing S&P 500 company it is today. We welcomed experienced senior housing operator Justin Hutchens to a newly-created role as Executive Vice President, Senior Housing, North America, and accomplished public company General Counsel Carey Shea Roberts as Executive Vice President, General Counsel and Ethics & Compliance Officer. We also appointed Sean P. Nolan, former Chief Executive Officer of AveXis, a clinical-state gene therapy company, as an independent member of our Board of Directors. This infusion of new talent to the Ventas organization adds powerful experience and insights. Together with a realignment of our leadership team to provide expanded roles and responsibilities for each executive, we are energized and prepared for the future.For more than two decades, our decisive actions have driven long-term outperformance through a variety of challenging conditions. My colleagues and I are sharply focused on navigating the current environment with the same sense of urgency, intensity and purpose. I am convinced Ventas will continue to lead our industry by delivering excellent performance; serving as a strong and reliable partner to the tenants, operators, care providers, universities and developers with whom we do business; investing in and supporting our employees; and providing quality homes for seniors and medical and healthcare facilities where lifesaving care is invented and provided. We are fortunate to be active in a sector that has such a positive impact on so many individuals and families in their time of need. Current events reinforce my personal commitment to the future success of Ventas, our Ventas team and our stakeholders. I extend my sincere appreciation to our employees, our Board of Directors and to all of our stakeholders for their continued trust and support. We wish you a healthy and safe year. Be confident that we at Ventas stand resolute as we focus on delivering another year of strength, stability and constructive action for all our stakeholders.DEBRA A. CAFARO Chairman and Chief Executive OfficerLETTER TO STAKEHOLDERS
COMMITMENT TO ESG
2019 ANNUAL REPORT
Member of the
Dow Jones Sustainability
World Index for the first time
Signed the United Nations
Global Compact,
a voluntary leadership platform
for responsible business
practices
Achieved ISS ESG Prime Status
for Corporate ESG Performance
Four-Time Recipients
of the Nareit Healthcare Leader
in the Light Award
Named a Founding Partner
of the Global Institute on
Innovation Districts
First healthcare REIT
to achieve “Winning Company”
designation by 2020 Women on
Boards Gender Diversity Index
Named to the
Bloomberg
Gender-Equality Index
for the first time
Became a signatory to the
United Nations Women’s
Empowerment Principles
to promote gender equality in the
workplace
#1 Healthcare REIT in GRESB
Real Estate Assessment since 2017
Leading owner of more than
50% of the U.S. EPA
Energy Star® certifications for
Senior Care Communities
Approximately $10 Million
donated to not-for-profit
organizations to support important
community needs
Listed on FTSE4GOOD
Sustainability Index since 2013
4ENVIRONMENTAL, SOCIAL AND GOVERNANCE MOMENTUMVentas’s sustainability and Environmental, Social and Governance (ESG) efforts are direct drivers of our long-term success. In 2019, we retained and enhanced our industry leadership position that builds on a strong foundation of ethics and integrity and has tremendous momentum as we continue to elevate our integrated corporate responsibility platform.
COMMITMENT TO ESG
2019 ANNUAL REPORT
ESG PRIORITIES
2020 ESG GOALS:
Ventas has organized its ESG strategy across three key
pillars: People, Performance, Planet. This structure fortifies
our robust ESG focus, enhances our conversations and
reporting on key issues and motivates our daily efforts.
In addition, we have set SMART goals against these
eight topics. The goals are closely aligned to the United
Nations Sustainable Development Goals, and we believe
we can make an impact through strategic investment in
our business and communities.
ESG GOALS
TOPIC
GOAL
PEOPLE
PERFORMANCE
PLANET
• Talent
• Tenant, Resident
Attraction &
Retention
& Operator
Satisfaction
• Diversity &
Inclusion
• Responsible
Investment
TALENT
ATTRACTION
AND RETENTION
• Employee engagement in top half of peer benchmark
• Employee health package exceeding peer benchmark
• Minimum wage of $15/hour, increasing to $17/hour by 2024
• 0 lost time incidents for employees
DIVERSITY
AND INCLUSION
• Employee gender balance*
• Minimum of 3 female Board members
• 25% female representation on SLT + ELT by 2023
TENANT,
RESIDENT AND
OPERATOR
SATISFACTION
• MOB tenant satisfaction survey (Kingsley) score above peer benchmark with
1% annual increase; R&I in top half of peer benchmark by 2024
• >80% of senior housing NOI from tenants/operators that conduct resident
satisfaction surveys by 2022
• 100% of Triple Net Lease (NNN) segment NOI from agreements requiring
compliance with applicable health and safety laws
RESPONSIBLE
INVESTMENT
• LEED® Silver or better on 100% of $1.5B R&I pipeline
• Communicate importance of LEED to all development partners for all new
projects by 2020
CLIMATE
CHANGE
• <10% of NOI from properties in high flood risk zone
• 100% of non-NNN assets have emergency plan
ENVIRONMENT
• Energy and Emissions: Reduce by 10% from 2013 to 2023
• Water: Reduce by 5% from 2013 to 2023
• Waste: Reduce by 4% from 2013 to 2023
Goals without a specific target date are ongoing
* Ventas defines gender balance as 50:50 +/- 5%
• Climate
Change
• Energy &
Emissions
• Water
• Waste
STATUS
ACHIEVED
IN 2018
ACHIEVED
IN 2018
ON TRACK
ON TRACK
ON TRACK
ACHIEVED
IN 2018
ON TRACK
ACHIEVED
IN 2018
ACHIEVED
IN 2018
ACHIEVED
IN 2018
ON TRACK
ON TRACK
ACHIEVED
IN 2018
ACHIEVED
IN 2018
ON TRACK
ON TRACK
ON TRACK
5
PORTFOLIO HIGHLIGHTS
2019 ANNUAL REPORT
INVESTMENT ACTIVITY
SENIOR HOUSING
RESEARCH & INNOVATION
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6PORTFOLIO HIGHLIGHTSIn 2019, Ventas made, committed to or closed nearly $4 billion in high-quality investments. Our disciplined and balanced strategy across the portfolio drives reliable, growing cash flow and earnings accretion.• Ventas is the leading owner of university-based Research & Innovation (R&I) in the United States.• With the increasing speed of biomedical and genetic innovation to support the growing prevalence of chronic diseases—more than 50% of Americans will suffer from multiple chronic conditions by 2030—these vibrant, amenity-rich knowledge communities are home to the leading academic institutions who are driving the dynamic convergence of medicine, cutting-edge research and technology.• Ventas owns 34 operating properties in 13 hub markets and has a $1.5B development pipeline including the University of Pittsburgh Immune Transplant & Therapy Center, Drexel University’s College of Nursing and Health Professions and a fully lab-enabled research center with Arizona State University.• All Ventas university partners are above the 95th percentile of National Institutes of Health (NIH) funding. • In 2019, Ventas established a new platform for growth with its investment in Le Groupe Maurice (LGM), one of Canada’s most celebrated best-in-class, fully integrated designer, developer and operators of senior housing for more than 20 years.• Known for its service, quality and innovation, LGM’s Class A portfolio of purpose-built, high-quality, apartment-like senior housing communities located in the attractive Quebec market.• Each LGM community bears a name with local significance and maintains a distinctive architecture designed to integrate with the surrounding location. With approximately 300-400 units, these communities heavily favor independent living and include a small care component. The buildings are highly amenitized and are built on sites that offer easy access to retail, restaurants, transport and other conveniences.• Ventas has made $0.3B in commitments to new developments and has the exclusive right to fund and own all future developments in partnership with LGM.
PORTFOLIO HIGHLIGHTS
2019 ANNUAL REPORT
SENIOR HOUSING
MEDICAL OFFICE/
OUTPATIENT BUILDINGS
• Atria Senior Living
• Sunrise Senior Living
• Le Groupe Maurice
53%
OF NOI
20%
OF NOI
RESEARCH & INNOVATION
HEALTHCARE SYSTEMS
& POST-ACUTE CARE
8%
OF NOI
15%
OF NOI
7• Ventas’s ~20 million square feet MOB portfolio expands across 32 states.• These MOBs are home to more than 12,000+ physicians providing care for more than 36 million patient visits each year.• The MOB portfolio generates reliable growing cash flows and has expanded more than seven times since its inception in 2010.• Our portfolio is 97 percent on-campus and off-campus affiliated with leading hospitals and health systems.• Ventas-owned communities provide high quality residential environments for approximately 70,000 seniors living in dignity.• Ventas has strategically partnered with and invested in best-in-class operators with industry scale and skill. These include recognized leaders in senior care: • Research & Innovation (R&I) is a capital allocation priority.• The R&I portfolio has grown by more than 50 percent since its inception in 2016.• 94 percent of our R&I portfolio is affiliated with leading universities and academic research institutions that are developing cures and solutions for chronic and life-threatening conditions such as blindness, cancer and diabetes.• Our 15 university relationships (<1% of universities nationwide) fuel more than 10 percent of all research & development spending in the United States.• Representing approximately 40 percent of our NNN portfolio, this portfolio includes U.S. Health Systems, Inpatient Rehabilitation Facilities (IRF), Long-Term Acute Care Facilities (LTAC), Skilled Nursing Facilities (SNF) and International Hospitals.• The portfolio includes assets and facilities across the healthcare delivery continuum in 19 U.S. states and the United Kingdom.• This portfolio is operated by leading care providers including Ardent Health Services and Kindred Healthcare.
OUR PEOPLE
2019 ANNUAL REPORT
DIVERSITY AND INCLUSION
MALE
52%
FEMALE
48%
• The Ventas organization is gender balanced (50:50 +/- 5%).
• The Ventas Board of Directors is 30% female and has included
at least two female Board members since 2001.
VENTAS
TOTAL
• Ventas was included in the 2020 Bloomberg Gender-Equality
Index (GEI) for the first time, earning its strongest scores for
overall disclosures (100%) and for data excellence around equal
pay and gender pay parity and sexual harassment policies.
• Ventas has committed to 25% female representation on its
Senior and Executive Leadership teams by 2023.
MALE
70%
FEMALE
30%
• Ventas is a signatory to the United Nations Women’s
Empowerment Principles (WEP).
• We have added a Diversity and Inclusion goal related to
achieving gender balance across the Ventas organization in
our 2020-22 long-term equity incentive program.
BOARD OF
DIRECTORS
INDUSTRY LEADERSHIP: PEOPLE
. 2020. --
( Bloomberg \
·.. Gender - Equality
.:
_:
·..
Index
Debra A. Cafaro, Ventas Chairman and CEO: Widely acclaimed for her strategic vision and
enduring business success, Ms. Cafaro received several professional recognitions in 2019:
• Named to Harvard Business Review’s CEO 100 list of the best performing CEOs in the
world for the sixth consecutive year; one of only 14 global CEOs to appear on the ranking
consistently since 2014.
• Named to Modern Healthcare’s 100 Most Influential People for the sixth time, the only real estate
representative on the list.
• Inducted into the American Senior Housing Association’s (ASHA) Senior Living Hall of Fame.
• Named Chair of The Economic Club of Chicago, whose mission is to foster meaningful
connections among the City’s leaders on important economic and social issues.
Robert F. Probst, Ventas Chief Financial Officer: Recognized for the major impact he has
made on Ventas in his five-year tenure, Mr. Probst was named Financial Executive International
(FEI) 2019 Public Company Financial Executive of the Year. The national award is presented to
a CFO who has achieved success in the Company’s growth and profitability and has shown
exemplary leadership skills throughout his career.
8EXCEPTIONAL TALENT, UNMATCHED EXPERIENCE At Ventas, our unified team drives our success and creates value. We have a commitment to the enterprise and to each other. We provide a unique environment that offers many opportunities for our people to utilize their professional skills, develop their talents and learn from each other as they build successful careers. We constantly strive to foster a culture that attracts and retains the top talent in our industry who share a passion for integrity, flawless execution, collaborative problem-solving, and above all, excellence.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
I!]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
D
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSITION PERIOD FROM
TO
For the fiscal year ended December 31, 2019
OR
Commission file number: 1-10989
Ventas, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
61-1055020
(I.R.S. Employer Identification No.)
353 N. Clark Street, Suite 3300
Chicago, Illinois
United States
(Address of Principal Executive Offices)
60654 (Zip Code)
Not Applicable
(Former Name, Former Address and Former Fiscal Year, if Changed
Since Last Report)
877
483-6827
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Trading symbol:
VTR
Class of Common Stock:
Common Stock, $0.25 par value
Name of exchange on which registered:
New York Stock Exchange
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
□
No
IBl
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes
No
IBl
□
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such
files). Yes
IBl
No
□
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or
an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in
Rule 12b-2 of the Exchange Act
Large accelerated filer
Smaller reporting company
[RI
D
Accelerated filer
□
Non-accelerated filer
Emerging growth company
D
D
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
□
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
No
□
IBl
The aggregate market value of shares of the registrant’s common stock held by non-affiliates of the registrant on June 28, 2019, based on a closing
price of the common stock of $68.35 as reported on the New York Stock Exchange, was $25.1 billion.
As of February 17, 2020, there were 372,860,471 shares of the registrant’s common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive Proxy Statement for the Annual Meeting of Stockholders to be held on May 19, 2020 are incorporated by reference into
Part III, Items 10 through 14 of this Annual Report on Form 10-K.
Unless otherwise indicated or except where the context otherwise requires, the terms “we,” “us” and “our” and other
similar terms in this Annual Report on Form 10-K refer to Ventas, Inc. and its consolidated subsidiaries.
CAUTIONARY STATEMENTS
Forward-Looking Statements
This Annual Report on Form 10-K includes forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). All statements regarding our or our tenants’, operators’, borrowers’ or managers’ expected future
financial condition, results of operations, cash flows, funds from operations, dividends and dividend plans, financing
opportunities and plans, capital markets transactions, business strategy, budgets, projected costs, operating metrics, capital
expenditures, competitive positions, acquisitions, investment opportunities, dispositions, merger integration, growth
opportunities, expected lease income, continued qualification as a real estate investment trust (“REIT”), plans and objectives of
management for future operations, and statements that include words such as “anticipate,” “if,” “believe,” “plan,” “estimate,”
“expect,” “intend,” “may,” “could,” “should,” “will,” and other similar expressions are forward-looking statements. These
forward-looking statements are inherently uncertain, and actual results may differ from our expectations. We do not undertake
a duty to update these forward-looking statements, which speak only as of the date on which they are made.
Our actual future results and trends may differ materially from expectations depending on a variety of factors
discussed in our filings with the Securities and Exchange Commission (the “SEC”). These factors include without limitation:
• The ability and willingness of our tenants, operators, borrowers, managers and other third parties to satisfy their
obligations under their respective contractual arrangements with us, including, in some cases, their obligations to
indemnify, defend and hold us harmless from and against various claims, litigation and liabilities;
• The ability of our tenants, operators, borrowers and managers to maintain the financial strength and liquidity
necessary to satisfy their respective obligations and liabilities to third parties, including without limitation
obligations under their existing credit facilities and other indebtedness;
• Our success in implementing our business strategy and our ability to identify, underwrite, finance, consummate
and integrate diversifying acquisitions and investments;
• Macroeconomic conditions such as a disruption of or lack of access to the capital markets, changes in the debt
rating on U.S. government securities, default or delay in payment by the United States of its obligations, and
changes in the federal or state budgets resulting in the reduction or nonpayment of Medicare or Medicaid
reimbursement rates;
• The nature and extent of future competition, including new construction in the markets in which our seniors
housing communities and office buildings are located;
• The extent and effect of future or pending healthcare reform and regulation, including cost containment measures
and changes in reimbursement policies, procedures and rates;
•
Increases in our borrowing costs as a result of changes in interest rates and other factors, including the potential
phasing out of London Inter-bank Offered Rate (“LIBOR”) after 2021;
• The ability of our tenants, operators and managers, as applicable, to comply with laws, rules and regulations in the
operation of our properties, to deliver high-quality services, to attract and retain qualified personnel and to attract
residents and patients;
• Changes in general economic conditions or economic conditions in the markets in which we may, from time to
time, compete, and the effect of those changes on our revenues, earnings and funding sources;
• Our ability to pay down, refinance, restructure or extend our indebtedness as it becomes due;
• Our ability and willingness to maintain our qualification as a REIT in light of economic, market, legal, tax and
other considerations;
i
•
Final determination of our taxable net income for the year ended December 31, 2019 and for the year ending
December 31, 2020;
• The ability and willingness of our tenants to renew their leases with us upon expiration of the leases, our ability to
reposition our properties on the same or better terms in the event of nonrenewal or in the event we exercise our
right to replace an existing tenant, and obligations, including indemnification obligations, we may incur in
connection with the replacement of an existing tenant;
• Risks associated with our senior living operating portfolio, such as factors that can cause volatility in our
operating income and earnings generated by those properties, including without limitation national and regional
economic conditions, development of new competing properties, costs of food, materials, energy, labor and
services, employee benefit costs, insurance costs and professional and general liability claims, and the timely
delivery of accurate property-level financial results for those properties;
• Changes in exchange rates for any foreign currency in which we may, from time to time, conduct business;
• Year-over-year changes in the Consumer Price Index or the U.K. Retail Price Index and the effect of those
changes on the rent escalators contained in our leases and on our earnings;
• Our ability and the ability of our tenants, operators, borrowers and managers to obtain and maintain adequate
property, liability and other insurance from reputable, financially stable providers;
• The impact of damage to our properties from catastrophic weather and other natural events and the physical
effects of climate change;
• The impact of increased operating costs and uninsured professional liability claims on our liquidity, financial
condition and results of operations or that of our tenants, operators, borrowers and managers and our ability and
the ability of our tenants, operators, borrowers and managers to accurately estimate the magnitude of those
claims;
• Risks associated with our office building portfolio and operations, including our ability to successfully design,
develop and manage office buildings and to retain key personnel;
• The ability of the hospitals on or near whose campuses our medical office buildings are located and their affiliated
health systems to remain competitive and financially viable and to attract physicians and physician groups;
• Risks associated with our investments in joint ventures and unconsolidated entities, including our lack of sole
decision-making authority and our reliance on our joint venture partners’ financial condition;
• Our ability to obtain the financial results expected from our development and redevelopment projects, including
projects undertaken through our joint ventures;
• The impact of market or issuer events on the liquidity or value of our investments in marketable securities;
• Consolidation in the seniors housing and healthcare industries resulting in a change of control of, or a
competitor’s investment in, one or more of our tenants, operators, borrowers or managers or significant changes in
the senior management of our tenants, operators, borrowers or managers;
• The impact of litigation or any financial, accounting, legal or regulatory issues that may affect us or our tenants,
operators, borrowers or managers; and
• Changes in accounting principles, or their application or interpretation, and our ability to make estimates and the
assumptions underlying the estimates, which could have an effect on our earnings.
Many of these factors, some of which are described in greater detail under “Risk Factors” in Part I, Item 1A of this
Annual Report on Form 10-K, are beyond our control and the control of our management.
ii
Brookdale Senior Living, Kindred, Atria, Sunrise and Ardent Information
Brookdale Senior Living Inc. (together with its subsidiaries, “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 Healthcare, LLC (formerly Kindred Healthcare, Inc.,
together with its subsidiaries, “Kindred”) is not currently subject to the reporting requirements of the SEC, but was subject to
such reporting requirements prior to the closing of its acquisition by a consortium of TPG Capital (“TPG”), Welsh, Carson,
Anderson & Stowe (“WCAS”) and Humana, Inc. in July 2018. The information related to Brookdale Senior Living and
Kindred contained or referred to in this Annual Report on Form 10-K 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 on the SEC’s website at www.sec.gov.
Kindred, Atria Senior Living, Inc. (“Atria”), Sunrise Senior Living, LLC (together with its subsidiaries, “Sunrise”) and
Ardent Health Partners, LLC (together with its subsidiaries, “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 Annual Report on
Form 10-K 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.
iii
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
TABLE OF CONTENTS
PART I
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Item 6.
Item 7.
Equity Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Item 15.
Item 16.
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Directors, Executive Officers and Corporate Governance
Executive Compensation
PART III
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
Exhibits and Financial Statement Schedules
Form 10-K Summary
PART IV
1
13
31
32
34
34
35
37
38
62
63
159
159
159
159
159
159
159
160
161
169
iv
ITEM 1. Business
Overview
PART I
BUSINESS
Ventas, Inc., 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 December 31, 2019, we owned approximately 1,200 properties (including properties owned through
investments in unconsolidated entities and properties classified as held for sale), consisting of seniors housing communities,
medical office buildings (“MOBs”), research and innovation centers, inpatient rehabilitation facilities (“IRFs”) and long-term
acute care facilities (“LTACs”), and health systems. We had 22 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 December 31, 2019, we leased a total of 412 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 122 properties (excluding two properties
managed by Brookdale Senior Living pursuant to long-term management agreements), 11 properties and 32 properties,
respectively, as of December 31, 2019.
As of December 31, 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 406
seniors housing communities for us.
Through our Lillibridge Healthcare Services, Inc. (“Lillibridge”) subsidiary and our ownership interest in PMB Real
Estate Services LLC (“PMBRES”), 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.
We operate through three reportable business segments: triple-net leased properties, senior living operations and office
operations. See our Consolidated Financial Statements and the related notes, including “NOTE 2—ACCOUNTING
POLICIES” and “NOTE 19—SEGMENT INFORMATION,” included in Part II, Item 8 of this Annual Report on Form 10-K.
Business Strategy
We aim to enhance shareholder value by delivering consistent, superior total returns through a strategy of:
(1) generating reliable and growing cash flows; (2) maintaining a balanced, diversified portfolio of high-quality assets; and
(3) preserving our financial strength, flexibility and liquidity.
Generating Reliable and Growing Cash Flows
Generating reliable and growing cash flows from our seniors housing and healthcare assets enables us to pay regular
cash dividends to stockholders and creates opportunities to increase stockholder value through profitable investments. The
combination of steady contractual growth from our long-term triple-net leases, steady, reliable cash flows from our loan
investments and stable cash flows from our office buildings with the higher growth potential inherent in our seniors housing
operating communities drives our ability to generate sustainable, growing cash flows that are resilient to economic downturns.
1
Maintaining a Balanced, Diversified Portfolio of High-Quality Assets
We believe that maintaining a balanced portfolio of high-quality assets diversified by investment type, geographic
location, asset type, tenant or operator, revenue source and operating model diminishes the risk that any single factor or event
could materially harm our business. Portfolio diversification also enhances the reliability of our cash flows by reducing our
exposure to any individual tenant, operator or manager and making us less susceptible to single-state regulatory or
reimbursement changes, regional climate events and local economic downturns.
Preserving Our Financial Strength, Flexibility and Liquidity
A strong, flexible balance sheet and excellent liquidity position us favorably to capitalize on strategic growth
opportunities in the seniors housing and healthcare industries through acquisitions, investments and development and
redevelopment projects. We maintain our financial strength to pursue profitable investment opportunities by actively managing
our leverage, improving our cost of capital and preserving our access to multiple sources of liquidity, including unsecured bank
debt, mortgage financings and public debt and equity markets.
2019 Highlights
Investments and Dispositions
•
•
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). In connection with this transaction, our previous secured loan to certain subsidiaries of Colony
Capital, Inc. of $282 million was paid in full.
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.
• During 2019, we also acquired four properties and one vacant land parcel for an aggregate purchase price of $237.0
million.
• During 2019, we sold 24 properties and our leasehold interest in one vacant land parcel for aggregate consideration of
$147.5 million and recognized a gain on the sales of these assets of $26.0 million.
Liquidity and Capital
•
In January 2019, we 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.
• During 2019, we (a) repaid or redeemed $1.7 billion aggregate principal then outstanding of our senior notes with a
weighted average coupon of 3.7% and maturities between 2019 and 2043; (b) repaid $100.0 million of the balance
outstanding on the $300.0 million unsecured term loan that matures in 2023; and (c) repaid in full the $600.0 million
unsecured term loan that was set to mature in 2024.
• During 2019, we (a) 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; (b) issued a total of $2.3 billion of senior notes with a fixed coupon
of 3.2% and maturities between 2024 and 2049; and (c) issued C$300 million floating rate senior notes maturing in
2021.
• During 2019, we sold an aggregate of 15.4 million shares of common stock under both a registered public offering and
our “at-the-market” equity offering program for average gross proceeds of $63.45 per share.
2
Portfolio Summary
The following table summarizes our consolidated portfolio of properties and other investments, including construction in
progress, as of and for the year ended December 31, 2019:
Asset Type
Seniors housing communities
MOBs(3)
Research and innovation centers
IRFs and LTACs
Health systems
SNFs
Development properties and other
# of
Properties (1)
# of Units/
Sq. Ft./
Beds(2)
Real Estate Property Investments
Revenues
Real Estate
Property
Investment,
at Cost
Percent of
Total Real
Estate
Property
Investments
Real Estate
Property
Investment
Per Unit/
Bed/Sq. Ft.
(Dollars in thousands)
Percent of
Total
Revenues
Revenue
70,633
$18,192,047
63.1% $
257.6
$2,618,601
734
347
34
37
12
16
18
19,863,529
6,300,841
3,106
2,064
1,732
5,709,478
2,409,541
459,535
1,517,814
201,700
326,985
19.8
8.4
1.6
5.3
0.7
1.1
0.3
0.4
148.0
735.4
116.5
Total real estate investments, at cost
1,198
$ 28,817,100
100.0%
Income from loans and investments
Interest and other income
Revenues related to assets classified as
held for sale
Total revenues
15
593,730
253,488
160,658
117,496
23,845
89,201
10,984
4,747
67.8%
15.3
6.5
4.1
3.0
0.6
2.3
0.3
0.1
$ 3,872,750
100.0%
(1) As of December 31, 2019, we also owned five seniors housing communities and one MOB through investments in unconsolidated entities. Our
(2)
consolidated properties were located in 45 states, the District of Columbia, seven Canadian provinces and the United Kingdom and were operated or
managed by 85 unaffiliated healthcare operating companies.
Seniors housing communities are generally measured in units; MOBs and research and innovation centers are measured by square footage; and IRFs and
LTACs, health systems and skilled nursing facilities (“SNFs”) are generally measured by licensed bed count.
(3) As of December 31, 2019, we leased 63 of our consolidated MOBs pursuant to triple-net leases, Lillibridge or PMBRES managed 273 of our consolidated
MOBs and 11 of our consolidated MOBs were managed by six unaffiliated managers. Through Lillibridge, we also provided management and leasing
services for 74 MOBs owned by third parties as of December 31, 2019.
Seniors Housing and Healthcare Properties
As of December 31, 2019, we owned a total of 1,201 seniors housing and healthcare properties (including properties
classified as held for sale) as follows:
Seniors housing communities
MOBs
Research and innovation centers
IRFs and LTACs
Health systems
SNFs
Total
Seniors Housing Communities
Consolidated
(100% interest)
Consolidated
(<100% interest)
Unconsolidated
(25% interest)
Total
710
313
22
36
12
16
1,109
38
35
12
1
—
—
86
5
1
—
—
—
—
6
753
349
34
37
12
16
1,201
Our seniors housing communities include independent and assisted living communities, continuing care retirement
communities and communities providing care for individuals with Alzheimer’s disease and other forms of dementia or memory
loss. These communities offer studio, one bedroom and two bedroom residential units on a month-to-month basis primarily to
elderly individuals requiring various levels of assistance. Basic services for residents of these communities include
housekeeping, meals in a central dining area and group activities organized by the staff with input from the residents. More
extensive care and personal supervision, at additional fees, are also available for such needs as eating, bathing, grooming,
transportation, limited therapeutic programs and medication administration, which allow residents certain conveniences and
enable them to live as independently as possible according to their abilities. These services are often met by home health
3
providers and through close coordination with the resident’s physician and SNFs. Charges for room, board and services are
generally paid from private sources.
Medical Office Buildings
Typically, our MOBs are multi-tenant properties leased to several unrelated medical practices, although in many cases
they may be associated with a large single specialty or multi-specialty group. Tenants include physicians, dentists,
psychologists, therapists and other healthcare providers, who require space devoted to patient examination and treatment,
diagnostic imaging, outpatient surgery and other outpatient services. MOBs are similar to commercial office buildings,
although they require greater plumbing, electrical and mechanical systems to accommodate physicians’ requirements such as
sinks in every room, brighter lights and specialized medical equipment. As of December 31, 2019, we owned or managed for
third parties approximately 21 million square feet of MOBs that are predominantly located on or near a health system.
Research and Innovation Centers
Our research and innovation centers contain laboratory and office space primarily for scientific research for
universities, academic medical centers, technology, biotechnology, medical device and pharmaceutical companies and other
organizations involved in the research and innovation industry. While these properties have characteristics similar to
commercial office buildings, they generally contain more advanced electrical, mechanical, and heating, ventilating and air
conditioning systems. The facilities generally have specialty equipment including emergency generators, fume hoods, lab
bench tops and related amenities. In many instances, research and innovation center tenants make significant investments to
improve their leased space, in addition to landlord improvements, to accommodate biology, chemistry or medical device
research initiatives. Our research and innovation centers are primarily located on or contiguous to university and academic
medical campuses. The campus settings allow us the opportunity to provide flexible, contiguous/adjacent expansion to
accommodate the growth of existing tenants.
Inpatient Rehabilitation and Long-term Acute Care Facilities
We have 29 properties that are operated as LTACs. LTACs have a Medicare average length of stay of greater than
25 days and serve medically complex, chronically ill patients who require a high level of monitoring and specialized care, but
whose conditions do not necessitate the continued services of an intensive care unit. The operators of these LTACs have the
capability to treat patients who suffer from multiple systemic failures or conditions such as neurological disorders, head
injuries, brain stem and spinal cord trauma, cerebral vascular accidents, chemical brain injuries, central nervous system
disorders, developmental anomalies and cardiopulmonary disorders. Chronic patients often depend on technology for
continued life support, such as mechanical ventilators, total parenteral nutrition, respiration or cardiac monitors and dialysis
machines, and, due to their severe medical conditions, generally are not clinically appropriate for admission to a nursing facility
or rehabilitation hospital. All of our LTACs are freestanding facilities, and we do not own any “hospitals within hospitals.” We
also own eight IRFs devoted to the rehabilitation of patients with various neurological, musculoskeletal, orthopedic and other
medical conditions following stabilization of their acute medical issues.
Health Systems
We have 12 properties that are operated as health systems. Health systems provide medical and surgical services,
including inpatient care, intensive care, cardiac care, diagnostic services and emergency services. These health systems also
provide outpatient services such as outpatient surgery, laboratory, radiology, respiratory therapy, cardiology and physical
therapy. In the United States, these health systems receive payments for patient services from the federal government primarily
under the Medicare program, state governments under their respective Medicaid or similar programs, health maintenance
organizations, preferred provider organizations, other private insurers and directly from patients.
Skilled Nursing Facilities
We have 16 properties that are operated as SNFs. SNFs provide rehabilitative, restorative, skilled nursing and medical
treatment for patients and residents who do not require the high technology, care-intensive, high cost setting of an acute care or
rehabilitation hospital. Treatment programs include physical, occupational, speech, respiratory and other therapies, including
sub-acute clinical protocols such as wound care and intravenous drug treatment. Charges for these services are generally paid
from a combination of government reimbursement and private sources.
4
Geographic Diversification of Properties
Our portfolio of seniors housing and healthcare properties is broadly diversified by geographic location throughout the
United States, Canada and the United Kingdom, with properties in only 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 year ended December 31, 2019.
Loans and Investments
As of December 31, 2019, we had $1.0 billion of net loans receivable and investments relating to seniors housing and
healthcare operators or properties. Our loans receivable and investments provide us with interest income, principal
amortization and transaction fees and are typically secured by mortgage liens or leasehold mortgages on the underlying
properties and corporate or personal guarantees by affiliates of the borrowing entity. In some cases, the loans are secured by a
pledge of ownership interests in the entity or entities that own the related seniors housing or healthcare properties. From time
to time, we also make investments in mezzanine loans, which are subordinated to senior secured loans held by other investors
that encumber the same real estate. See “NOTE 6—LOANS RECEIVABLE AND INVESTMENTS” of the Notes to
Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.
Development and Redevelopment Projects
We are party to certain agreements that obligate us to develop seniors housing or healthcare properties funded through
capital that we and, in certain circumstances, our joint venture partners provide. As of December 31, 2019, we had 22
properties under development pursuant to these agreements, including four properties that are owned through unconsolidated
real estate entities. In addition, from time to time, we engage in redevelopment projects with respect to our existing seniors
housing communities to maximize the value, increase NOI, maintain a market-competitive position, achieve property
stabilization or change the primary use of the property.
Segment Information
We operate through three reportable business segments: triple-net leased properties, senior living operations and office
operations. Non-segment assets, classified as “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 these
segments, in significant part, based on segment NOI and related measures. For further information regarding our business
segments and a discussion of our definition of segment NOI, see “NOTE 19—SEGMENT INFORMATION” of the Notes to
Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.
Significant Tenants, Operators and Managers
The following table summarizes certain information regarding our tenant, operator and manager concentration as of
and for the year ended December 31, 2019 (excluding properties classified as held for sale and properties owned by investments
in unconsolidated entities as of December 31, 2019):
Senior living operations
Brookdale Senior Living (2)
Ardent
Kindred
Number of
Properties Leased
or Managed
Percent of Total
Real Estate
Investments (1)
Percent of Total
Revenues
Percent of NOI
401
121
11
32
43.4%
7.7
4.7
1.0
55.8%
4.7
3.1
3.3
31.1%
8.7
5.8
6.3
(1) Based on gross book value.
(2) Excludes two properties managed by Brookdale Senior Living pursuant to long-term management agreements and included in the senior living operations
reportable business segment.
Triple-Net Leased Properties
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
5
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 year ended December 31, 2019. 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. See “Risk Factors—Risks Arising from Our
Business—Our leases and other agreements with Brookdale Senior Living, Ardent and Kindred account for a significant portion
of our revenues and operating income; any failure, inability or unwillingness by Brookdale Senior Living, Ardent or Kindred to
satisfy its obligations under our agreements could have a Material Adverse Effect on us” included in Part I, Item 1A of this
Annual Report on Form 10-K.
Brookdale Senior Living Leases
As of December 31, 2019, we leased 121 consolidated properties (excluding two properties managed by Brookdale
Senior Living pursuant to long-term management agreements and included in the senior living operations reportable business
segment) to Brookdale Senior Living.
Pursuant to our lease agreement, Brookdale Senior Living is obligated to pay base rent, which escalates annually at a
specified rate over the prior period base rent. As of December 31, 2019, the aggregate 2020 contractual cash rent due to us
from Brookdale Senior Living, including a reduction for an annual rent credit equal to $7.0 million, was approximately $182.8
million, and the current aggregate contractual base rent (computed in accordance with U.S. generally accepted accounting
principles (“GAAP”)) due to us from Brookdale Senior Living was approximately $184.1 million.
Ardent Lease
As of December 31, 2019, we leased 10 properties (excluding one MOB leased to Ardent under a separate lease) to
Ardent pursuant to a single, triple-net master lease agreement. Per our master lease agreement, Ardent is obligated to pay base
rent, which escalates annually by the lesser of four times the increase in the Consumer Price Index (“CPI”) for the relevant
period and 2.5%. The initial term of the master lease expires on August 31, 2035 and Ardent has one ten-year renewal option.
As of December 31, 2019, the aggregate 2020 contractual cash rent due to us from Ardent was approximately $120.9
million, and the current aggregate contractual base rent (computed in accordance with GAAP) due to us from Ardent was also
approximately $120.9 million.
Our 9.8% ownership interest in Ardent entitles us to customary rights and minority protections, as well as the right to
appoint one of 11 members on the Ardent Board of Directors.
Kindred Master Leases
As of December 31, 2019, we leased 29 properties to Kindred pursuant to a master lease agreement. In November
2016, Kindred extended the lease term to 2025 for all of our LTACs operated by Kindred that were scheduled to mature in 2018
and 2020, at the current rent level.
The aggregate annual rent we receive under each Kindred master lease is referred to as “base rent.” Base rent
escalates annually at a specified rate over the prior period base rent, contingent, in some cases, upon the satisfaction of specified
facility revenue parameters. The annual rent escalator under the Kindred master lease for 25 properties is based on year-over-
year changes in CPI, subject to a floor and cap, and is 2.7% for four properties. As of December 31, 2019, the aggregate 2020
contractual cash rent due to us from Kindred was approximately $127.4 million, and the current aggregate contractual base rent
(computed in accordance with GAAP) due to us from Kindred was approximately $129.4 million.
6
Senior Living Operations
As of December 31, 2019, Atria and Sunrise, collectively, provided comprehensive property management and
accounting services with respect to 260 consolidated seniors housing communities pursuant to long-term management
agreements with us. Under these management agreements, the operators receive annual base management fees ranging from
4.5% to 7% of revenues generated by the applicable properties and, in some cases, additional management fees based on the
achievement of specified performance targets. Our management agreements with Atria have initial terms expiring between
2024 and 2027, and our management agreements with Sunrise have terms expiring between 2030 and 2038. In some cases, our
management agreements include renewal provisions.
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. However,
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, to provide accurate property-level financials results in a timely manner 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. See “Risk Factors—Risks Arising from Our
Business—The properties managed by Atria and Sunrise account for a significant portion of our revenues and operating
income; adverse developments in Atria’s and Sunrise’s business and affairs or financial condition could have a Material
Adverse Effect on us” and “—We have rights to terminate our management agreements with Atria and Sunrise in whole or with
respect to specific properties under certain circumstances, and we may be unable to replace Atria or Sunrise if our management
agreements are terminated or not renewed” included in Part I, Item 1A of this Annual Report on Form 10-K.
Our 34% ownership interest in Atria entitles us to customary rights and protections, as well as the right to appoint two
of six members on the Atria Board of Directors.
Competition
We generally compete for investments in seniors housing and healthcare assets with publicly traded, private and non-
listed healthcare REITs, real estate partnerships, healthcare providers, healthcare lenders and other investors, including
developers, banks, insurance companies, pension funds, government-sponsored entities and private equity firms, some of whom
may have greater financial resources and lower costs of capital than we do. Increased competition challenges our ability to
identify and successfully capitalize on opportunities that meet our objectives, which is affected by, among other factors, the
availability of suitable acquisition or investment targets, our ability to negotiate acceptable transaction terms and our access to
and cost of capital. See “Risk Factors—Risks Arising from Our Business—Our ongoing strategy depends, in part, upon future
investments in and acquisitions of, or our development or redevelopment of, seniors housing and healthcare assets, and we may
not be successful in identifying and consummating these transactions” included in Part I, Item 1A of this Annual Report on
Form 10-K and “NOTE 10—SENIOR NOTES PAYABLE AND OTHER DEBT” of the Notes to Consolidated Financial
Statements included in Part II, Item 8 of this Annual Report on Form 10-K.
Our tenants, operators and managers also compete on a local and regional basis with other healthcare operating
companies that provide comparable services. Seniors housing community, SNF and health systems operators compete to attract
and retain residents and patients to our properties based on scope and quality of care, reputation and financial condition, price,
location and physical appearance of the properties, services offered, qualified personnel, physician referrals and family
preferences. With respect to MOBs, we and our third-party managers compete to attract and retain tenants based on many of
the same factors, in addition to quality of the affiliated health system, physician preferences and proximity to hospital
campuses. The ability of our tenants, operators and managers to compete successfully could be affected by private, federal and
state reimbursement programs and other laws and regulations. See “Risk Factors—Risks Arising from Our Business—Our
tenants, operators and managers may be adversely affected by healthcare regulation and enforcement” and “—Changes in the
reimbursement rates or methods of payment from third-party payors, including insurance companies and the Medicare and
Medicaid programs, could have a material adverse effect on certain of our tenants and operators and on us” included in Part I,
Item 1A of this Annual Report on Form 10-K.
7
Employees
As of December 31, 2019, we had 516 employees, none of which is subject to a collective bargaining agreement. We
believe that relations with our employees are positive.
Insurance
We maintain or require in our lease, management and other agreements that our tenants, operators and managers
maintain all applicable lines of insurance on our properties and their operations. We believe that the amount and scope of
insurance coverage provided by our policies and the policies required to be maintained by our tenants, operators and managers
are customary for similarly situated companies in our industry. Although we regularly monitor our tenants’, operators’ and
managers’ compliance with their respective insurance requirements, we cannot assure you that they will maintain the required
insurance coverages, and any failure, inability or unwillingness by our tenants, operators and managers to do so could have a
Material Adverse Effect on us. We also cannot assure you that we will continue to require the same levels of insurance
coverage under our lease, management and other agreements, that such insurance coverage will be available at a reasonable
cost in the future or that the policies maintained will fully cover all losses related to our properties upon the occurrence of a
catastrophic event, nor can we assure you of the future financial viability of the insurers.
We maintain the property insurance for all of our senior living operations, as well as the general and professional
liability insurance for our seniors housing communities and related operations managed by Atria. However, Sunrise maintains
the general and professional liability insurance for our seniors housing communities and related operations that it manages in
accordance with the terms of our management agreements. Under our management agreements with Sunrise, we may elect, on
an annual basis, whether we or Sunrise will bear responsibility for maintaining the required insurance coverage for the
applicable properties.
Through our office operations, we provide engineering, construction and architectural services in connection with new
development projects, and any design, construction or systems failures related to the properties we develop could result in
substantial injury or damage to our clients or third parties. Any such injury or damage claims may arise in the ordinary course
and may be asserted with respect to ongoing or completed projects. Although we maintain liability insurance to protect us
against these claims, if any claim results in a loss, we cannot assure you that our policy limits would be adequate to cover the
loss in full. If we sustain losses in excess of our insurance coverage, we may be required to pay the difference and we could
lose our investment in, or experience reduced profits and cash flows from, the affected MOB or research and innovation center,
which could have a Material Adverse Effect on us.
For various reasons, including to reduce and manage costs, many healthcare companies utilize different organizational
and corporate structures coupled with self-insurance trusts or captive programs that may provide less coverage than a traditional
insurance policy. As a result, companies that self-insure could incur large funded and unfunded general and professional
liability expenses, which could have a material adverse effect on their liquidity, financial condition and results of operations.
The implementation of a trust or captive by any of our tenants, operators or managers could adversely affect such person’s
ability to satisfy its obligations under, or otherwise comply with the terms of, its respective lease, management and other
agreements with us, which could have a Material Adverse Effect on us. Likewise, if we decide to implement a captive or self-
insurance program, any large funded and unfunded general and professional liability expenses that we incur could have a
Material Adverse Effect on us.
Additional Information
We maintain a website at www.ventasreit.com. The information on our website is not incorporated by reference in this
Annual Report on Form 10-K, and our web address is included as an inactive textual reference only.
We make available, free of charge, through our website our Annual Report on Form 10-K, Quarterly Reports on
Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13 or 15(d) of
the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. In
addition, our Guidelines on Governance, our Global Code of Ethics and Business Conduct (including waivers from and
amendments to that document) and the charters for each of our Audit and Compliance, Nominating and Corporate Governance
and Executive Compensation Committees are available on our website, and we will mail copies of the foregoing documents to
stockholders, free of charge, upon request to our Corporate Secretary at Ventas, Inc., 353 North Clark Street, Suite 3300,
Chicago, Illinois 60654.
8
GOVERNMENTAL REGULATION
Healthcare Regulation
Overview
Our tenants, operators and managers are typically subject to extensive and complex federal, state and local laws and
regulations relating to quality of care, licensure and certificate of need, government reimbursement, fraud and abuse practices,
qualifications of personnel, adequacy of plant and equipment, and other laws and regulations governing the operation of
healthcare facilities. Healthcare is a highly regulated industry and that trend will, in general, continue in the future. The
applicable rules are wide-ranging and can subject our tenants, operators and managers to civil, criminal, and administrative
sanctions, including: the possible loss of accreditation or license; denial of reimbursement; imposition of fines; suspension,
decertification, or exclusion from federal and state healthcare programs; or facility closure. Changes in laws or regulations,
reimbursement policies, enforcement activity and regulatory non-compliance by tenants, operators and managers can all have a
significant effect on their operations and financial condition, which in turn may adversely impact us, as detailed below and set
forth under “Risk Factors” in Part I, Item 1A of this Annual Report on Form 10-K.
A shift toward less comprehensive health coverage facilitated by current presidential administration regulation and
new Medicaid waiver programs has the potential to reduce the number of people with health insurance coverage. Additionally,
coverage expansions via the Affordable Care Act (the “ACA”) through Medicaid expansion and health insurance exchanges
may be scaled back by litigation that may strike some or all of the ACA, or waiver programs that reduce the number of people
with Medicaid in a given state. Beyond this, significant changes to commercial health insurance and government sponsored
insurance (i.e. Medicare and Medicaid) remain possible. Commercial and government payors, are likely to continue imposing
greater discounts and more stringent cost controls upon operators, through changes in reimbursement rates and methodologies,
discounted fee structures, the assumption by healthcare providers of all or a portion of the financial risk or otherwise. A shift
toward less comprehensive health insurance coverage and increased consumer cost-sharing on health expenditures could have a
material adverse effect on certain of our operators’ liquidity, financial condition and results of operations and, in turn, their
ability to satisfy their contractual obligations, including making rental payments under and otherwise complying with the terms
of our leases.
Licensure, Certification and CONs
In general, the operators of our inpatient rehabilitation and long-term acute care facilities, health systems and skilled
nursing facilities (collectively “healthcare facilities”) must be licensed and periodically certified through various regulatory
agencies that determine compliance with federal, state and local laws to participate in the Medicare and Medicaid programs.
Legal requirements pertaining to such licensure and certification relate to the quality of medical care provided by the operator,
qualifications of the operator’s administrative personnel and clinical staff, adequacy of the physical plant and equipment and
continuing compliance with applicable laws and regulations. A loss of licensure or certification could adversely affect a
healthcare facility operator’s ability to receive payments from the Medicare and Medicaid programs, which, in turn, could
adversely affect its ability to satisfy its obligations to us.
In addition, many of our healthcare facilities are subject to state certificate of need (“CON”) laws that require
governmental approval prior to the development or expansion of healthcare facilities and services. The approval process in
these states generally requires a facility to demonstrate the need for additional or expanded healthcare facilities or services.
CONs, where applicable, are also sometimes necessary for changes in ownership or control of licensed facilities, addition of
beds, investment in major capital equipment, introduction of new services or termination of services previously approved
through the CON process. CON laws and regulations may restrict an operator’s ability to expand our properties and grow its
business in certain circumstances, which could have an adverse effect on the operator’s revenues and, in turn, its ability to make
rental payments under and otherwise comply with the terms of our leases. See “Risk Factors-Risks Arising from Our Business-
If we must replace any of our tenants or operators, we might be unable to reposition the properties on as favorable terms, or at
all, and we could be subject to delays, limitations and expenses, which could have a Material Adverse Effect on us” included in
Part I, Item 1A of this Annual Report on Form 10-K.
Compared to healthcare facilities, seniors housing communities (other than those that receive Medicaid payments) do
not receive significant funding from governmental healthcare programs and are subject to relatively few, if any, federal
regulations. Instead, to the extent they are regulated, such regulation consists primarily of state and local laws governing
licensure, provision of services, staffing requirements and other operational matters, which vary greatly from one jurisdiction to
another. Although recent growth in the U.S. seniors housing industry has attracted the attention of various federal agencies that
believe more federal regulation of these properties is necessary, Congress thus far has deferred to state regulation of seniors
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housing communities. However, as a result of this growth and increased federal scrutiny, some states have revised and
strengthened their regulation of seniors housing communities, and more states are expected to do the same in the future.
As discussed in greater detail below, a number of states have instituted Medicaid waiver programs that blend the
functions of healthcare and custodial care providers, and expand the scope of services that can be provided under certain
licenses. The trend toward this kind of experimentation is likely to continue, and even hasten, under Republican leadership.
The temporary and experimental nature of these programs means that states will also continue to adjust their licensing and
certification processes which might result in some providers facing increased competition and others facing new requirements.
Fraud and Abuse Enforcement
Healthcare facilities and seniors housing communities that receive Medicaid payments are subject to various complex
federal, state and local laws and regulations that govern healthcare providers' relationships and arrangements and prohibit
fraudulent and abusive business practices. These laws and regulations include, among others:
•
•
•
Federal and state false claims acts, which, among other things, prohibit healthcare providers from filing false
claims or making false statements to receive payment from Medicare, Medicaid or other governmental healthcare
programs;
Federal and state anti-kickback and fee-splitting statutes, including the Medicare and Medicaid anti-kickback
statute, which prohibit the payment, receipt or solicitation of any remuneration to induce referrals of patients for
items or services covered by a governmental healthcare program, including Medicare and Medicaid;
Federal and state physician self-referral laws, including the federal Stark Law, which generally prohibits
physicians from referring patients enrolled in certain governmental healthcare programs to providers of certain
designated health services in which the referring physician or an immediate family member of the referring
physician has an ownership or other financial interest;
• The federal Civil Monetary Penalties Law, which authorizes the U.S. Department of Health and Human Services
(“HHS”) to impose civil penalties administratively for fraudulent acts; and
•
State and federal data privacy and security laws, including the privacy and security rules of the Health Insurance
Portability and Accountability Act of 1996, which provide for the privacy and security of certain individually
identifiable health information.
Violating these healthcare fraud and abuse laws and regulations may result in criminal and civil penalties, such as
punitive sanctions, damage assessments, monetary penalties, imprisonment, denial of Medicare and Medicaid payments, and
exclusion from the Medicare and Medicaid programs. The responsibility for enforcing these laws and regulations lies with a
variety or federal, state and local governmental agencies, however many of the laws and regulations can also be enforced by
private litigants through federal and state false claims acts and other laws that allow private individuals to bring whistleblower
suits known as qui tam actions.
Congress has significantly increased funding to the governmental agencies charged with enforcing the healthcare fraud
and abuse laws to facilitate increased audits, investigations and prosecutions of providers suspected of healthcare fraud. As a
result, government investigations and enforcement actions brought against healthcare providers have increased significantly in
recent years and are expected to continue. A violation of federal or state anti-fraud and abuse laws or regulations by an operator
of our properties could have a material adverse effect on the operator’s liquidity, financial condition or results of operations,
which could adversely affect its ability to satisfy its contractual obligations, including making rental payments under and
otherwise complying with the terms of our leases.
The current presidential administration has signaled it will expand current efforts to enforce healthcare fraud and abuse
laws by increasing funding for the Health Care Fraud and Abuse Control program. Additionally, government officials within
HHS and the U.S. Department of Justice have stated that they will make it a high priority to prosecute fraud and abuse in
federal claims. Further, many state Medicaid programs continue to devote additional resources to fraud, waste, and abuse
initiatives. Medicaid reform plans might include lowering the growth rate of Medicaid spending, which will put pressure on
states to exert greater scrutiny over the utilization of services. It is likely that states will have increased flexibility and incentive
to monitor utilization patterns and take action against outlier providers.
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Medicare’s fraud, waste, and abuse initiatives continue to be refined and refocused. Moratoria on new home health
providers obtaining Medicare provider status and higher fees for labs show that the federal government will take actions to
contain the number of providers that can bill Medicare in areas where wasteful billing is believed to exist. The current
administration has proposed expanding the extrapolated methods of the Recovery Audit Contractor program, which has
recovered more than $2 billion for the Medicare program, into the Medicare Advantage program. Further expansion of these
larger finding audits may be implemented in the future.
Reimbursement
The majority of SNF reimbursement, and a significant percentage of health system, IRF and LTAC reimbursement, is
through Medicare and Medicaid. Medical buildings and other healthcare related properties have provider tenants that
participate in Medicare and Medicaid. These programs are often their largest source of funding. Seniors housing communities
generally do not receive funding from Medicare or Medicaid, but their ability to retain their residents is impacted by policy
decisions and initiatives established by the administrators of Medicare and Medicaid. The passage of the ACA in 2010 allowed
formerly uninsured Americans to acquire coverage and utilize additional health care services. In addition, the ACA gave new
authorities to implement Medicaid waiver and pilot programs that impact healthcare and long term custodial care
reimbursement by Medicare and Medicaid. These activities promote “aging in place”, allowing senior citizens to stay longer in
seniors housing communities, and diverting or delaying their admission into SNFs. The potential risks that accompany these
regulatory and market changes are discussed below.
• As a result of the ACA, and specifically Medicaid expansion and establishment of health insurance exchanges
providing subsidized health insurance, an estimated seventeen million more Americans have health insurance than
in 2010. These newly-insured Americans utilize services delivered by providers at medical buildings and other
healthcare facilities. The ACA was nearly repealed in 2017 and the current presidential administration continues
to promulgate regulations to encourage the purchase of less comprehensive forms of health insurance for
individuals and families unable to purchase health insurance on their own. In addition, the continued litigation
regarding Texas v Azar may result in some or all of the ACA being invalidated. Such a determination could leave
uninsured the roughly twenty million people currently covered by health insurance exchange qualified plans or by
Medicaid expansion.
• Enabled by the Medicare Modernization Act (2003) and subsequent laws, Medicare and Medicaid have
implemented pilot programs (officially termed demonstrations or models) to “divert” elderly from SNFs and
promote “aging in place” in “the least restrictive environment.” Several states have implemented home and
community-based Medicaid waiver programs that increase the support services available to senior citizens in
senior housing, lengthening the time that many seniors can live outside of a SNF. These Medicaid waiver
programs are subject to re-approval and pilots are time-limited. The current presidential administration is not
necessarily opposed to these efforts, but is committed to giving states greater control of their Medicaid programs.
The current administration has also approved several community engagement waivers that, based on the first
implemented waiver in Arkansas, may result in tens thousands of people losing Medicaid coverage. The results of
these reforms could be the modification or curtailment of a number of existing pilots and the number of people
covered by Medicaid.
• CMS is currently in the midst of transitioning Medicare from a traditional fee-for-service reimbursement model to
capitated and value-based approaches in which the government pays a set amount for each beneficiary for a
defined period of time, based on that person’s underlying medical needs, rather than the actual services provided.
The result is increasing use of management tools to oversee individual providers and coordinate their services.
This puts downward pressure on the number and expense of services provided. Roughly 10 million Medicare
beneficiaries now receive care via accountable care organizations, and another 21 million are enrolled in Medicare
Advantage health plans. The continued trend toward capitated and value-based approaches - particularly
Medicare Advantage, which is expected to grow under the current presidential administration - has the potential to
diminish the market for certain healthcare providers, particularly specialist physicians and providers of particular
diagnostic technologies such as medical resonance imaging services. This could adversely impact the medical
properties that house these physicians and medical technology providers.
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• The majority of Medicare payments continue to be made through traditional Medicare Part A and Part B fee-for-
service schedules. Medicare’s payment regulations, particularly with respect to certain hospitals, skilled nursing
care, and home health services have resulted in lower net pay increases than providers of those services often
desire. In addition, the Medicare and CHIP Reauthorization Act (MACRA) of 2015 establishes a multi-year
transition into pay-for-quality approaches for Medicare physicians and other providers. This will include payment
reductions for providers who do not meet government quality standards. The implementation of pay-for-quality
models is expected to produce funding disparities that could adversely impact some provider tenants in MOBs and
other health care properties.
•
In 2019, federal regulators took a number of steps that could impact the operation of SNFs. For example, the
federal government now publicly posts a large number of SNFs that are suspected of providing substandard care.
A regulation proposed at the end of 2019, if finalized as proposed, would curb state provider taxes and fees that
leverage the federal Medicaid match to deliver greater net funding to institutional provider such as SNFs. Moves
to further regulate SNFs in 2020 are possible.
For the year ended December 31, 2019, approximately 7.3% of our total revenues and 13.3% of our total NOI (in each
case excluding amounts in discontinued operations) were attributable to acute and post-acute healthcare facilities in which our
third-party tenants receive reimbursement for their services under governmental healthcare programs, such as Medicare and
Medicaid. We are neither a participant in, nor a direct recipient of, any reimbursement under these programs with respect to
those leased facilities.
Research and Innovation Centers
In 2016, we entered the research and innovation sector through the acquisitions of substantially all of the university
affiliated research and innovation real estate assets of Wexford Science & Technology, LLC from affiliates of Blackstone Real
Estate Partners VIII, L.P. The research and innovation tenants of these assets are largely university-affiliated organizations.
These university-affiliated research and innovation tenants are dependent on government funding to varying degrees. Creating
a new pharmaceutical product or medical device requires substantial investments of time and capital, in part because of the
extensive regulation of the healthcare industry; it also entails considerable risk of failure in demonstrating that the product is
safe and effective and in gaining regulatory approval and market acceptance. Therefore, our tenants in the research and
innovation industry face high levels of regulation, expense and uncertainty.
Some of our research and innovation tenants require significant outlays of funds for the research, development and
clinical testing of their products and technologies. If private investors, the federal government or other sources of funding are
unavailable to support such activities, a tenant’s research and innovation operation may be adversely affected or fail. Further,
the research, development, clinical testing, manufacture and marketing of some of our tenants’ products requires federal, state
and foreign regulatory approvals which may be costly or difficult to obtain. Even after a research and innovation tenant gains
regulatory approval and market acceptance for a product, the product may still present significant regulatory and liability risks,
including, among others, the possible later discovery of safety concerns, competition from new products and the expiration of
patent protection for the product. Our tenants with marketable products may be adversely affected by healthcare reform and
government reimbursement policies, including changes under the current presidential administration or by private healthcare
payors. Likewise, our tenants may be unable to adequately protect their intellectual property under patent, copyright or trade
secret laws. If our research and innovation tenants’ businesses are adversely affected, they may have difficulty making
payments to us, which could materially adversely affect our business, results of operations and financial condition.
Environmental Regulation
As an owner of real property, we are subject to various federal, state and local laws and regulations regarding
environmental, health and safety matters.
These laws and regulations address, among other things, asbestos, polychlorinated biphenyls, fuel oil management,
wastewater discharges, air emissions, radioactive materials, medical wastes, and hazardous wastes, and, in certain cases, the
costs of complying with these laws and regulations and the penalties for non-compliance can be substantial. With respect to our
properties that are operated or managed by third parties, we may be held primarily or jointly and severally liable for costs
relating to the investigation and clean-up of any property from which there is or has been an actual or threatened release of a
regulated material and any other affected properties, regardless of whether we knew of or caused the release. Such costs
typically are not limited by law or regulation and could exceed the property’s value. In addition, we may be liable for certain
other costs, such as governmental fines and injuries to persons, property or natural resources, as a result of any such actual or
threatened release. See “Risk Factors-Risks Arising from Our Business-We could incur substantial liabilities and costs if any of
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our properties are found to be contaminated with hazardous substances or we become involved in any environmental disputes”
included in Part I, Item 1A of this Annual Report on Form 10-K.
Under the terms of our lease, management and other agreements, we generally have a right to indemnification by the
tenants, operators and managers of our properties for any contamination caused by them. However, we cannot assure you that
our tenants, operators and managers will have the financial capability or willingness to satisfy their respective indemnification
obligations to us, and any failure, inability or unwillingness to do so may require us to satisfy the underlying environmental
claims.
In general, we have also agreed to indemnify our tenants and operators against any environmental claims (including
penalties and clean-up costs) resulting from any condition arising in, on or under, or relating to, the leased properties at any
time before the applicable lease commencement date. With respect to our senior living operating portfolio, we have agreed to
indemnify our managers against any environmental claims (including penalties and clean- up costs) resulting from any
condition on those properties, unless the manager caused or contributed to that condition.
We did not make any material capital expenditures in connection with environmental, health, and safety laws,
ordinances and regulations in 2019 and do not expect that we will be required to make any such material capital expenditures
during 2020.
Canada
In Canada, seniors housing communities are currently generally subject to significantly less regulation than skilled
nursing facilities and hospitals, and the regulation of such facilities is principally a matter of provincial and municipal
jurisdiction. As a result, the regulatory regimes that apply to seniors housing communities vary depending on the province (and
in certain circumstances, the city) in which a facility is located. Recently, certain Canadian provinces have taken steps to
implement regulatory measures that could result in enhanced regulation for seniors housing communities in such provinces.
ITEM 1A. Risk Factors
This section discusses the most significant factors that affect our business, operations and financial condition. It does
not describe all risks and uncertainties applicable to us, our industry or ownership of our securities. If any of the following
risks, or any other risks and uncertainties that are not addressed below or that we have not yet identified, actually occur, we
could be materially adversely affected and the value of our securities could decline.
We have grouped these risk factors into three general categories:
• Risks arising from our business;
• Risks arising from our capital structure; and
• Risks arising from our status as a REIT.
Risks Arising from Our Business
The properties managed by Atria and Sunrise account for a significant portion of our revenues and operating income;
adverse developments in Atria’s and Sunrise’s business and affairs or financial condition could have a Material Adverse
Effect on us.
As of December 31, 2019, Atria and Sunrise, collectively, managed 260 of our consolidated seniors housing
communities pursuant to long-term management agreements. These properties represent a substantial portion of our portfolio,
based on their gross book value, and account for a significant portion of our revenues and NOI. Although we have various
rights as the property owner under our management agreements, we rely on Atria’s and Sunrise’s personnel, expertise, technical
resources and information systems, proprietary information, good faith and judgment to manage our senior living operations.
We also rely on Atria and Sunrise to set appropriate resident fees, to provide accurate property-level financial results for our
properties in a timely manner and to otherwise operate our seniors housing communities in compliance with the terms of our
management agreements and all applicable laws and regulations. For example, we depend on Atria’s and Sunrise’s ability to
attract and retain skilled management personnel who are responsible for the day-to-day operations of our seniors housing
communities. A shortage of nurses or other trained personnel or general inflationary pressures may force Atria or Sunrise to
enhance its pay and benefits package to compete effectively for such personnel, but it may not be able to offset these added
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costs by increasing the rates charged to residents. Any increase in labor costs and other property operating expenses, any
failure by Atria or Sunrise to attract and retain qualified personnel, or significant changes in Atria’s or Sunrise’s senior
management or equity ownership could adversely affect the income we receive from our seniors housing communities and have
a Material Adverse Effect on us.
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. However,
any adverse developments in Atria’s and Sunrise’s business and affairs or financial condition could impair its ability to manage
our properties efficiently and effectively and could have a Material Adverse Effect on us. If Atria or Sunrise experiences any
significant financial, legal, accounting or regulatory difficulties due to a weak economy or otherwise, such difficulties could
result in, among other adverse events, acceleration of its indebtedness, impairment of its continued access to capital, the
enforcement of default remedies by its counterparties, or the commencement of insolvency proceedings by or against it under
the U.S. Bankruptcy Code, any one or a combination of which indirectly could have a Material Adverse Effect on us.
Our leases and other agreements with Brookdale Senior Living, Ardent and Kindred account for a significant portion of
our revenues and operating income; any failure, inability or unwillingness by Brookdale Senior Living, Ardent or
Kindred to satisfy its obligations under our agreements could have a Material Adverse Effect on us.
The properties we lease to Brookdale Senior Living, Ardent and Kindred account for a significant portion of our
revenues and NOI, and we depend on Brookdale Senior Living, Ardent and Kindred to pay all insurance, taxes, utilities and
maintenance and repair expenses in connection with the leased properties and properties that are collateral for the loans. 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 us. In addition, any failure by Brookdale Senior
Living, Ardent or Kindred to effectively conduct its operations or to maintain and improve such properties could adversely
affect its business reputation and its ability to attract and retain patients and residents in such properties, which could have a
Material Adverse Effect on us. Brookdale Senior Living, Ardent and Kindred have agreed to indemnify, defend and hold us
harmless from and against various claims, litigation and liabilities arising in connection with their respective businesses, and we
cannot assure you that Brookdale Senior Living, Ardent and Kindred will have sufficient assets, income, access to financing
and insurance coverage to enable them to satisfy their respective indemnification obligations.
We face potential adverse consequences from the bankruptcy, insolvency or financial deterioration of one or more of our
tenants, operators, borrowers, managers and other obligors.
We lease our properties to unaffiliated tenants or operate them through independent third-party managers. We are also
a direct or indirect lender to various tenants and operators. We have very limited control over the success or failure of our
tenants’ and operators’ businesses and, at any time, a tenant or operator may experience a downturn in its business that weakens
its financial condition. If that happens, the tenant or operator may fail to make its payments to us when due. Although our
lease, loan and management agreements give us the right to exercise certain remedies in the event of default on the obligations
owing to us, we may determine not to do so if we believe that enforcement of our rights would be more detrimental to our
business than seeking alternative approaches.
A downturn in any of our tenants’ or operators’ businesses could ultimately lead to bankruptcy if it is unable to timely
resolve the underlying causes, which may be largely outside of its control. Bankruptcy and insolvency laws afford certain
rights to a party that has filed for bankruptcy or reorganization that may render certain of these remedies unenforceable, or, at
the least, delay our ability to pursue such remedies and realize any recoveries in connection therewith. For example, we cannot
evict a tenant or operator solely because of its bankruptcy filing.
A debtor-lessee may reject our lease in a bankruptcy proceeding, in which case our claim against the debtor-lessee for
unpaid and future rents would be limited by the statutory cap of the U.S. Bankruptcy Code. This statutory cap could be
substantially less than the remaining rent actually owed under the lease, and any claim we have for unpaid rent might not be
paid in full. In addition, a debtor-lessee may assert in a bankruptcy proceeding that our lease should be re-characterized as a
financing agreement, in which case our rights and remedies as a lender, compared to a landlord, generally would be more
limited. If a debtor-manager seeks bankruptcy protection, the automatic stay provisions of the U.S. Bankruptcy Code would
preclude us from enforcing our remedies against the manager unless relief is first obtained from the court having jurisdiction
over the bankruptcy case. In any of these events, we also may be required to fund certain expenses and obligations (e.g., real
estate taxes, debt costs and maintenance expenses) to preserve the value of our properties, avoid the imposition of liens on our
properties or transition our properties to a new tenant, operator or manager.
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Bankruptcy or insolvency proceedings may also result in increased costs to the operator and significant management
distraction. If we are unable to transition affected properties, they could experience prolonged operational disruption, leading
to lower occupancy rates and further depressed revenues. Publicity about the operator’s financial condition and insolvency
proceedings may also negatively impact their and our reputations, decreasing customer demand and revenues. Any or all of
these risks could have a Material Adverse Effect on us. These risks would be magnified where we lease multiple properties to a
single operator under a master lease, as an operator failure or default under a master lease would expose us to these risks across
multiple properties.
We have rights to terminate our management agreements with Atria and Sunrise in whole or with respect to specific
properties under certain circumstances, and we may be unable to replace Atria or Sunrise if our management agreements
are terminated or not renewed.
We are parties to long-term management agreements pursuant to which Atria and Sunrise, collectively, provided
comprehensive property management and accounting services with respect to 260 of our consolidated seniors housing
communities as of December 31, 2019. Most of our management agreements with Atria have terms expiring either July 31,
2024 or December 31, 2027, with successive automatic ten-year renewal periods, and most of our management agreements
with Sunrise have terms ranging from 25 to 30 years (which commenced as early as 2004 and as recently as 2012). Our ability
to terminate these long-term management agreements is limited to specific circumstances set forth in the agreements and may
relate to all properties or a specific property or group of properties.
We may terminate any of our management agreements with Atria and Sunrise upon the occurrence of an event of
default by the operator in the performance of a material covenant or term thereof (including, in certain circumstances, the
revocation of any license or certificate necessary for operation), subject in most cases to such operator’s right to cure such
default, or upon the occurrence of certain insolvency events relating to such operator. In addition, we may terminate our
management agreements with Atria based on their failure to achieve certain NOI targets or upon the payment of a fee. We also
may terminate most of our management agreements with Sunrise based on the failure to achieve certain NOI targets, subject to
certain rights of Sunrise to make cure payments to us, and upon the occurrence of certain other events or the existence of
certain other conditions.
We continually monitor and assess our contractual rights and remedies under our management agreements with Atria
and Sunrise. When determining whether to pursue any existing or future rights or remedies under those agreements, including
termination rights, we consider numerous factors, including legal, contractual, regulatory, business and other relevant
considerations. In the event that we exercise our rights to terminate the Atria or Sunrise management agreements for any
reason or such agreements are not renewed upon expiration of their terms, we would attempt to reposition the affected
properties with another manager. Although we believe that many qualified national and regional seniors housing operators
would be interested in managing our seniors housing communities, we cannot assure you that we would be able to locate
another suitable manager or, if we are successful in locating such a manager, that it would manage the properties effectively.
Moreover, the transition to a replacement manager would require approval by the applicable regulatory authorities and, in most
cases, the mortgage lenders for the properties, and we cannot assure you that such approvals would be granted on a timely
basis, if at all. Any inability to replace, or a lengthy delay in replacing, Atria or Sunrise as the manager of our seniors housing
communities following termination or non-renewal of the applicable management agreements could have a Material Adverse
Effect on us.
If we must replace any of our tenants or operators, we might be unable to reposition the properties on as favorable terms,
or at all, and we could be subject to delays, limitations and expenses, which could have a Material Adverse Effect on us.
We cannot predict whether our tenants will renew existing leases beyond their current term. If our leases with
Brookdale Senior Living or Ardent, the Kindred master leases or any of our other triple-net leases are not renewed, we would
attempt to reposition those properties with another tenant or operator. In case of non-renewal, we generally have one year prior
to expiration of the lease term to arrange for repositioning of the properties and our tenants are required to continue to perform
all of their obligations (including the payment of all rental amounts) for the non-renewed assets until such expiration.
However, following expiration of a lease term or if we exercise our right to replace a tenant or operator in default, rental
payments on the related properties could decline or cease altogether while we reposition the properties with a suitable
replacement tenant or operator. We also might not be successful in identifying suitable replacements or entering into leases or
other arrangements with new tenants or operators on a timely basis or on terms as favorable to us as our current leases, if at all,
and we may be required to fund certain expenses and obligations (e.g., real estate taxes, debt costs and maintenance expenses)
to preserve the value of, and avoid the imposition of liens on, our properties while they are being repositioned. In addition, we
may incur certain obligations and liabilities, including obligations to indemnify the replacement tenant or operator, which could
have a Material Adverse Effect on us.
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In the event of non-renewal or a tenant default, our ability to reposition our properties with a suitable replacement
tenant or operator could be significantly delayed or limited by state licensing, receivership, CON or other laws, as well as by
the Medicare and Medicaid change-of-ownership rules, and we could incur substantial additional expenses in connection with
any licensing, receivership or change-of-ownership proceedings. Our ability to locate and attract suitable replacement tenants
also could be impaired by the specialized healthcare uses or contractual restrictions on use of the properties, and we may be
forced to spend substantial amounts to adapt the properties to other uses. Any such delays, limitations and expenses could
adversely impact our ability to collect rent, obtain possession of leased properties or otherwise exercise remedies for tenant
default and could have a Material Adverse Effect on us.
Moreover, in connection with certain of our properties, we have entered into intercreditor agreements with the tenants’
lenders or tri-party agreements with our lenders. Our ability to exercise remedies under the applicable leases or management
agreements or to reposition the applicable properties may be significantly delayed or limited by the terms of the intercreditor
agreement or tri-party agreement. Any such delay or limit on our rights and remedies could adversely affect our ability to
mitigate our losses and could have a Material Adverse Effect on us.
Merger and acquisition activity or consolidation in the seniors housing and healthcare industries resulting in a change of
control of, or a competitor’s investment in, one or more of our tenants, operators or managers could have a Material
Adverse Effect on us.
The seniors housing and healthcare industries have recently experienced increased consolidation, including among owners
of real estate and care providers. We compete with other healthcare REITs, healthcare providers, healthcare lenders, real estate
partnerships, banks, insurance companies, private equity firms and other investors that pursue a variety of investments, which
may include investments in our tenants, operators or managers. A competitor’s investment in one of our tenants, operators or
managers could enable our competitor to influence that tenant’s, operator’s or manager’s business and strategy in a manner that
impairs our relationship with the tenant, operator or manager or is otherwise adverse to our interests. Depending on our
contractual agreements and the specific facts and circumstances, we may have the right to consent to, or otherwise exercise
rights and remedies, including termination rights, on account of, a competitor’s investment in, a change of control of, or other
transactions impacting a tenant, operator or manager. In deciding whether to exercise our rights and remedies, including
termination rights, we assess numerous factors, including legal, contractual, regulatory, business and other relevant
considerations. In addition, in connection with any change of control of a tenant, operator or manager, the tenant’s, operator’s
or manager’s management team may change, which could lead to a change in the tenant’s, operator’s or manager’s strategy or
adversely affect the business of the tenant, operator or manager, either of which could have a Material Adverse Effect on us.
Market conditions, including, but not limited to, interest rates and credit spreads, the availability of credit and the actual
and perceived state of the real estate markets and public capital markets generally could negatively impact our business,
results of operations, and financial condition.
The markets in which we operate are affected by a number of factors that are largely beyond our control but may
nevertheless have a significant negative impact on us. These factors include, but are not limited to:
•
Interest rates and credit spreads;
• The availability of credit, including the price, terms and conditions under which it can be obtained; and
• The actual and perceived state of the real estate market, the market for dividend-paying stocks and public capital
markets in general.
In addition, increased inflation may have a pronounced negative impact on the interest expense we pay in connection
with our outstanding indebtedness and our general and administrative expenses, as these costs could increase at a rate higher
than our rents.
Deflation may result in a decline in general price levels, often caused by a decrease in the supply of money or credit.
The predominant effects of deflation are high unemployment, credit contraction and weakened consumer demand. Restricted
lending practices may impact our ability to obtain financing for our properties, which could adversely impact our growth and
profitability.
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Our ongoing strategy depends, in part, upon future investments in and acquisitions of, or our development or
redevelopment of, seniors housing and healthcare assets, and we may not be successful in identifying and consummating
these transactions.
An important part of our business strategy is to continue to expand and diversify our portfolio through accretive
acquisition, investment, development and redevelopment opportunities in domestic and international seniors housing and
healthcare properties. Our execution of this strategy by successfully identifying, securing and consummating beneficial
transactions is made more challenging by increased competition and can be affected by many factors, including our
relationships with current and prospective clients, our ability to obtain debt and equity capital at costs comparable to or better
than our competitors and lower than the yield we earn on our acquisitions or investments, and our ability to negotiate favorable
terms with property owners seeking to sell and other contractual counterparties. Our competitors for these opportunities
include other healthcare REITs, real estate partnerships, healthcare providers, healthcare lenders and other investors, including
developers, banks, insurance companies, pension funds, government-sponsored entities and private equity firms, some of whom
may have greater financial resources and lower costs of capital than we do. See “Business—Competition” included in Part I,
Item 1 of this Annual Report on Form 10-K. If we are unsuccessful at identifying and capitalizing on investment, acquisition,
development and redevelopment opportunities, our growth and profitability may be adversely affected.
Investments in and acquisitions of seniors housing and healthcare properties entail risks associated with real estate
investments generally, including risks that the investment will not achieve expected returns, that the cost estimates for
necessary property improvements will prove inaccurate or that the tenant, operator or manager will fail to meet performance
expectations. Investments outside the United States raise legal, economic and market risks associated with doing business in
foreign countries, such as currency exchange fluctuations, costly regulatory requirements and foreign tax risks. Domestic and
international real estate development and redevelopment projects present additional risks, including construction delays or cost
overruns that increase expenses, the inability to obtain required zoning, occupancy and other governmental approvals and
permits on a timely basis, and the incurrence of significant costs prior to completion of the project. Furthermore, healthcare
properties are often highly customized and the development or redevelopment of such properties may require costly tenant-
specific improvements. As a result, we cannot assure you that we will achieve the economic benefit we expect from
acquisition, investment, development and redevelopment opportunities.
Our significant acquisition and investment activity presents certain risks to our business and operations.
We have made and expect to continue to make significant acquisitions and investments as part of our overall business
strategy. Our significant acquisition and investment activity presents certain risks to our business and operations, including,
among other things, that:
• We may be unable to successfully integrate the operations, personnel or systems of acquired companies, maintain
consistent standards, controls, policies and procedures, or realize the anticipated benefits of acquisitions and other
investments within the anticipated time frame or at all;
• We may be unable to effectively monitor and manage our expanded portfolio of properties, retain key employees
or attract highly qualified new employees;
•
Projections of estimated future revenues, costs savings or operating metrics that we develop during the due
diligence and integration planning process might be inaccurate;
• Our leverage could increase or our per share financial results could decline if we incur additional debt or issue
equity securities to finance acquisitions and investments;
• Acquisitions and other new investments could divert management’s attention from our existing assets;
• The value of acquired assets or the market price of our common stock may decline; and
• We may be unable to continue paying dividends at the current rate.
We cannot assure you that we will be able to integrate acquisitions and investments without encountering difficulties
or that any such difficulties will not have a Material Adverse Effect on us.
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If the liabilities we assume in connection with acquisitions, including indemnification obligations in favor of third parties,
are greater than expected, or if there are unknown liabilities, our business could be materially and adversely affected.
We may assume or incur liabilities in connection with our acquisitions, including, in some cases, contingent liabilities.
As we integrate these acquisitions, we may learn additional information about the sellers, the properties, their operations and
their liabilities that adversely affects us, such as:
• Liabilities relating to the clean-up or remediation of undisclosed environmental conditions;
• Unasserted claims of vendors or other persons dealing with the sellers;
• Liabilities, claims and litigation, including indemnification obligations, whether or not incurred in the ordinary
course of business, relating to periods prior to or following our acquisition;
• Claims for indemnification by general partners, directors, officers and others indemnified by the sellers; and
• Liabilities for taxes relating to periods prior to our acquisition.
As a result, we cannot assure you that our past or future acquisitions will be successful or will not, in fact, harm our
business. Among other things, if the liabilities we assume in connection with acquisitions are greater than expected, or if we
discover obligations relating to the acquired properties or businesses of which we were not aware at the time of acquisition, our
business and results of operations could be materially adversely affected.
In addition, we have now, and may have in the future, certain surviving indemnification obligations in favor of third
parties under the terms of acquisition agreements to which we are a party. Most of these indemnification obligations will be
capped as to amount and survival period, and we do not believe that these obligations will be material in the aggregate.
However, there can be no assurances as to the ultimate amount of such obligations or whether such obligations will have a
Material Adverse Effect on us.
Our future results will suffer if we do not effectively manage the expansion of our health system and research and
innovation portfolios and operations following the acquisition of AHS and the Research and Innovation Acquisition.
As a result of our acquisition of Ardent Medical Services, Inc. (“AHS”) in 2015, we entered into the health system
sector. Also, as a result of the acquisition of substantially all of the university affiliated research and innovation real estate
assets of Wexford Science & Technology, LLC (“Wexford”) in 2016 (the “Research and Innovation Acquisition”), we entered
into the university-affiliated research and innovation sector. Part of our long-term business strategy involves expanding our
health system and research and innovation portfolios through additional acquisitions and development of new properties. Both
the asset management of our existing health systems and university-affiliated research and innovation centers portfolios and
such additional acquisitions and developments may involve complex challenges. Our future success will depend, in part, upon
our ability to manage our expansion opportunities, integrate new investments into our existing business in an efficient and
timely manner, successfully monitor the operations, costs, regulatory compliance and service quality of our operators and
leverage our relationships with Ardent and other operators of health systems and Wexford and other operators and developers of
research and innovation centers. It is possible that our expansion or acquisition opportunities within the health system and
research and innovation sectors will not be successful, which could adversely impact our growth and future results.
Our investments are concentrated in seniors housing and healthcare real estate, making us more vulnerable economically
to adverse changes in the real estate market and the seniors housing and healthcare industries than if our investments
were diversified.
We invest primarily in seniors housing and healthcare properties and are constrained by the terms of our existing
indebtedness from making investments outside those industries. This investment focus exposes us to greater economic risk
than if our portfolio were to include real estate assets in other industries or assets unrelated to real estate.
The healthcare industry is highly regulated, and changes in government regulation and reimbursement can have
material adverse consequences on its participants, some of which may be unintended. The healthcare industry is also highly
competitive, and our operators and managers may encounter increased competition for residents and patients, including with
respect to the scope and quality of care and services provided, reputation and financial condition, physical appearance of the
properties, price and location. Our tenants, operators and managers are large employers who compete for labor, making their
results sensitive to changes in the labor market and/or wages and benefits offered to their employees. If our tenants, operators
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and managers are unable to successfully compete with other operators and managers by maintaining profitable occupancy and
rate levels or controlling labor costs, their ability to meet their respective obligations to us may be materially adversely affected.
We cannot assure you that future changes in government regulation will not adversely affect the healthcare industry, including
our seniors housing and healthcare operations, tenants and operators, nor can we be certain that our tenants, operators and
managers will achieve and maintain occupancy and rate levels or labor costs levels that will enable them to satisfy their
obligations to us. Any adverse changes in the regulation of the healthcare industry, or the competitiveness of our tenants,
operators and managers, or costs of labor, could have a more pronounced effect on us than if we had investments outside the
seniors housing and healthcare industries.
Real estate investments are relatively illiquid, and our ability to quickly sell or exchange our properties in response to
changes in economic or other conditions is limited. In the event we market any of our properties for sale, the value of those
properties and our ability to sell at prices or on terms acceptable to us could be adversely affected by a downturn in the real
estate industry or any economic weakness in the seniors housing and healthcare industries. In addition, transfers of healthcare
properties may be subject to regulatory approvals that are not required for transfers of other types of commercial properties.
We cannot assure you that we will recognize the full value of any property that we sell for liquidity or other reasons, and the
inability to respond quickly to changes in the performance of our investments could adversely affect our business, results of
operations and financial condition.
Our operating assets expose us to various operational risks, liabilities and claims that could adversely affect our ability to
generate revenues or increase our costs and could have a Material Adverse Effect on us.
Our senior living operating assets and office assets expose us to various operational risks, liabilities and claims that
could increase our costs or adversely affect our ability to generate revenues, thereby reducing our profitability. These
operational risks include fluctuations in occupancy levels, the inability to achieve economic resident fees (including anticipated
increases in those fees), increases in the cost of food, materials, energy, labor (as a result of unionization or otherwise) or other
services, rent control regulations, national and regional economic conditions, the imposition of new or increased taxes, capital
expenditure requirements, professional and general liability claims, and the availability and cost of professional and general
liability insurance. Any one or a combination of these factors could result in operating deficiencies in our senior living
operations or office operations reportable business segments, which could have a Material Adverse Effect on us.
Our ownership of properties outside the United States exposes us to different risks than those associated with our domestic
properties.
Our current or future ownership of properties outside the United States subjects us to risks that may be different or
greater than those we face with our domestic properties. These risks include, but are not limited to:
• Challenges with respect to repatriation of foreign earnings and cash;
•
Foreign ownership restrictions with respect to operations in countries in which we own properties;
• Regional or country-specific business cycles and economic instability;
• Challenges of complying with a wide variety of foreign laws and regulations, including those relating to real
estate, corporate governance, operations, taxes, employment and legal proceedings;
• Differences in lending practices and the willingness of domestic or foreign lenders to provide financing; and
•
Failure to comply with applicable laws and regulations in the United States that affect foreign operations,
including, but not limited to, the U.S. Foreign Corrupt Practices Act.
Increased construction and development in the markets in which our seniors housing communities and MOBs are located
could adversely affect our future occupancy rates, operating margins and profitability.
Limited barriers to entry in the seniors housing and MOB industries could lead to the development of new seniors
housing communities or MOBs that outpaces demand. Data published by the National Investment Center for Seniors Housing
& Care has indicated deliveries of new seniors housing communities will remain at elevated levels in 2019, especially in certain
geographic markets. If development outpaces demand for those assets in the markets in which our properties are located, those
markets may become saturated and we could experience decreased occupancy, reduced operating margins and lower
profitability, which could have a Material Adverse Effect on us.
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We have now, and may have in the future, exposure to contingent rent escalators, which could hinder our growth and
profitability.
We derive a significant portion of our revenues from leasing properties pursuant to long-term triple-net leases that
generally provide for fixed rental rates, subject to annual escalations. In certain cases, the annual escalations are contingent
upon the achievement of specified revenue parameters or based on changes in CPI, with caps and floors. If, as a result of weak
economic conditions or other factors, the properties subject to these leases do not generate sufficient revenue to achieve the
specified rent escalation parameters or CPI does not increase, our growth and profitability may be hindered. If strong economic
conditions result in significant increases in CPI, but the escalations under our leases are capped, our growth and profitability
also may be limited.
We own certain properties subject to ground lease, air rights or other restrictive agreements that limit our uses of the
properties, restrict our ability to sell or otherwise transfer the properties and expose us to loss of the properties if such
agreements are breached by us or terminated.
Our investments in MOBs and other properties may be made through leasehold interests in the land on which the
buildings are located, leases of air rights for the space above the land on which the buildings are located, or other similar
restrictive arrangements. Many of these ground lease, air rights and other restrictive agreements impose significant limitations
on our uses of the subject properties, restrict our ability to sell or otherwise transfer our interests in the properties or restrict the
leasing of the properties. These restrictions may limit our ability to timely sell or exchange the properties, impair the
properties’ value or negatively impact our ability to find suitable tenants for the properties. In addition, we could lose our
interests in the subject properties if the ground lease, air rights or other restrictive agreements are breached by us or terminated.
We may be unable to successfully foreclose on the collateral securing our loans and other investments, and even if we are
successful in our foreclosure efforts, we may be unable to successfully sell any acquired equity interests or reposition any
acquired properties, which could adversely affect our ability to recover our investments.
If a borrower defaults under mortgage or other secured loans for which we are the lender, we may attempt to foreclose
on the collateral securing those loans, including by acquiring any pledged equity interests or acquiring title to the subject
properties, to protect our investment. In response, the defaulting borrower may contest our enforcement of foreclosure or other
available remedies, seek bankruptcy protection against our exercise of enforcement or other available remedies, or bring claims
against us for lender liability. If a defaulting borrower seeks bankruptcy protection, the automatic stay provisions of the U.S.
Bankruptcy Code would preclude us from enforcing foreclosure or other available remedies against the borrower unless relief is
first obtained from the court with jurisdiction over the bankruptcy case. In addition, we may be subject to intercreditor or tri-
party agreements that delay, impact, govern or limit our ability to foreclose on a lien securing a loan or otherwise delay or limit
our pursuit of our rights and remedies. Any such delay or limit on our ability to pursue our rights or remedies could have a
Material Adverse Effect on us.
Even if we successfully foreclose on the collateral securing our mortgage loans and other investments, costs related to
enforcement of our remedies, high loan-to-value ratios or declines in the value of the collateral could prevent us from realizing
the full amount of our secured loans, and we could be required to record a valuation allowance for such losses. Moreover, the
collateral may include equity interests that we are unable to sell due to securities law restrictions or otherwise, or properties that
we are unable to reposition with new tenants or operators on a timely basis, if at all, or without making improvements or
repairs. Any delay or costs incurred in selling or repositioning acquired collateral could adversely affect our ability to recover
our investments.
Some of our loan investments are subordinated to loans held by third parties.
Our mezzanine loan investments are subordinated to senior secured loans held by other investors that encumber the
same real estate. If a senior secured loan is foreclosed, that foreclosure would extinguish our rights in the collateral for our
mezzanine loan. In order to protect our economic interest in that collateral, we would need to be prepared, on an expedited
basis, to advance funds to the senior lenders in order to cure defaults under the senior secured loans and prevent such a
foreclosure. If a senior secured loan has matured or has been accelerated, then in order to protect our economic interest in the
collateral, we would need to be prepared, on an expedited basis, to purchase or pay off that senior secured loan, which could
require an infusion of fresh capital as large or larger than our initial investment. Our ability to sell or syndicate a mezzanine
loan could be limited by transfer restrictions in the intercreditor agreement with the senior secured lenders. Our ability to
negotiate modifications to the mezzanine loan documents with our borrowers could be limited by restrictions on modifications
in the intercreditor agreement. Since mezzanine loans are typically secured by pledges of equity rather than direct liens on real
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estate, our mezzanine loan investments are more vulnerable than our mortgage loan investments to losses caused by competing
creditor claims, unauthorized transfers, or bankruptcies.
Our tenants, operators and managers may be adversely affected by healthcare regulation and enforcement.
Regulation of the healthcare industry generally has intensified over time both in the number and type of regulations
and in the efforts to enforce those regulations. This is particularly true for large for-profit, multi-facility providers like Atria,
Sunrise, Brookdale Senior Living, Ardent and Kindred. Federal, state and local laws and regulations affecting the healthcare
industry include those relating to, among other things, licensure, conduct of operations, ownership of facilities, addition of
facilities and equipment, allowable costs, services, prices for services, qualified beneficiaries, quality of care, patient rights,
fraudulent or abusive behavior, financial and other arrangements that may be entered into by healthcare providers and the
research, development, clinical testing, manufacture and marketing of research and innovation products. In addition, changes
in enforcement policies by federal and state governments have resulted in an increase in the number of inspections, citations of
regulatory deficiencies and other regulatory sanctions, including terminations from the Medicare and Medicaid programs, bars
on Medicare and Medicaid payments for new admissions, civil monetary penalties and even criminal penalties. See
“Governmental Regulation—Healthcare Regulation” included in Part I, Item 1 of this Annual Report on Form 10-K. We are
unable to predict the scope of future federal, state and local regulations and legislation, including the Medicare and Medicaid
statutes and regulations, or the intensity of enforcement efforts with respect to such regulations and legislation, and any changes
in the regulatory framework could have a material adverse effect on our tenants, operators and managers, which, in turn, could
have a Material Adverse Effect on us.
If our tenants, operators and managers fail to comply with the extensive laws, regulations and other requirements
applicable to their businesses and the operation of our properties, they could become ineligible to receive reimbursement from
governmental and private third-party payor programs, face bans on admissions of new patients or residents, suffer civil or
criminal penalties or be required to make significant changes to their operations. Our tenants, operators and managers also
could face increased costs related to changes in healthcare regulation, such as a shift toward less comprehensive health
coverage, or be forced to expend considerable resources in responding to an investigation or other enforcement action under
applicable laws or regulations. In such event, the results of operations and financial condition of our tenants, operators and
managers and the results of operations of our properties operated or managed by those entities could be adversely affected,
which, in turn, could have a Material Adverse Effect on us.
Changes in the reimbursement rates or methods of payment from third-party payors, including insurance companies and
the Medicare and Medicaid programs, could have a material adverse effect on certain of our tenants and operators and on
us.
Certain of our tenants and operators rely on reimbursement from third-party payors, including the Medicare (both
traditional Medicare and "managed" Medicare/Medicare Advantage) and Medicaid programs, for substantially all of their
revenues. Federal and state legislators and regulators have adopted or proposed various cost-containment measures that would
limit payments to healthcare providers, and budget crises and financial shortfalls have caused states to implement or consider
Medicaid rate freezes or cuts. See “Governmental Regulation—Healthcare Regulation” included in Part I, Item 1 of this
Annual Report on Form 10-K. Private third-party payors also have continued their efforts to control healthcare costs. In
addition, coverage expansions via the ACA through Medicaid expansion and health insurance exchanges may be scaled back by
litigation that may invalidate some or all of the ACA, or waiver programs that reduce the number of people with Medicaid
coverage in a given state. We cannot assure you that our tenants and operators who currently depend on governmental or
private payor reimbursement will be adequately reimbursed for the services they provide. Significant limits by governmental
and private third-party payors on the scope of services reimbursed or on reimbursement rates and fees, whether from
legislation, administrative actions or private payor efforts, could have a material adverse effect on the liquidity, financial
condition and results of operations of certain of our tenants and operators, which could affect adversely their ability to comply
with the terms of our leases and have a Material Adverse Effect on us.
The healthcare industry trend away from a traditional fee for service reimbursement model towards value-based payment
approaches may negatively impact certain of our tenants’ revenues and profitability.
Certain of our tenants, specifically those providers in the post-acute and health system space, are subject to the broad
trend in the healthcare industry toward value-based purchasing of healthcare services. These value-based purchasing programs
include public reporting of quality data and preventable adverse events tied to the quality and efficiency of care provided by
facilities. Medicare no longer reimburses hospitals for care related to certain preventable adverse events and imposes payment
reductions on hospitals for preventable readmissions. These punitive approaches could be expanded to additional types of
providers in the future.
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We expect value-based purchasing programs, including programs that condition reimbursement on patient outcome
measures, to become more common and to involve a higher percentage of reimbursement amounts. For example, several of the
nation’s largest commercial payors are increasing reliance on value-based reimbursement arrangements. We are unable at this
time to predict how this trend will affect the revenues and profitability of those of our tenants who are providers of healthcare
services; however, if this trend significantly and adversely affects their profitability, it could in turn negatively affect their
ability and willingness to comply with the terms of their leases with us and or renew those leases upon expiration, which could
have a Material Adverse Effect on us.
If controls imposed on certain of our tenants who provide healthcare services that are reimbursed by Medicare, Medicaid
and other third-party payors to reduce admissions and length of stay affect inpatient volumes at our healthcare facilities,
the financial condition or results of operations of those tenants could be adversely affected.
Controls imposed by Medicare, Medicaid and commercial third-party payors designed to reduce admissions and
lengths of stay, commonly referred to as “utilization reviews,” have affected and are expected to continue to affect certain of
our healthcare facilities, specifically our acute care hospitals and post-acute facilities. Utilization review entails the review of
the admission and course of treatment of a patient by managed care plans. Inpatient utilization, average lengths of stay and
occupancy rates continue to be negatively affected by payor-required preadmission authorization and utilization review and by
payor pressures to maximize outpatient and alternative healthcare delivery services for less acutely ill patients. Efforts to
impose more stringent cost controls and reductions are expected to continue, which could negatively impact the financial
condition of our tenants who provide healthcare services in our hospitals and post-acute facilities. If so, this could adversely
affect these tenants’ ability and willingness to comply with the terms of their leases with us and or renew those leases upon
expiration, which could have a Material Adverse Effect on us.
The hospitals on or near whose campuses our MOBs are located and their affiliated health systems could fail to remain
competitive or financially viable, which could adversely impact their ability to attract physicians and physician groups to
our MOBs.
Our MOB operations depend on the competitiveness and financial viability of the hospitals on or near whose
campuses our MOBs are located and their ability to attract physicians and other healthcare-related clients to our MOBs. The
viability of these hospitals, in turn, depends on factors such as the quality and mix of healthcare services provided, competition
for patients, physicians and physician groups, demographic trends in the surrounding community, market position and growth
potential, as well as the ability of the affiliated health systems to provide economies of scale and access to capital. If a hospital
on or near whose campus one of our MOBs is located fails or becomes unable to meet its financial obligations, and if an
affiliated health system is unable to support that hospital, the hospital may be unable to compete successfully or could be forced
to close or relocate, which could adversely impact its ability to attract physicians and other healthcare-related clients. Because
we rely on proximity to and affiliations with hospitals to create leasing demand in our MOBs, a hospital’s inability to remain
competitive or financially viable, or to attract physicians and physician groups, could materially adversely affect our MOB
operations and have a Material Adverse Effect on us.
Our development and redevelopment projects, including projects undertaken through our joint ventures, may not yield
anticipated returns.
We consider and, when appropriate, invest in various development and redevelopment projects. In deciding whether
to make an investment in a particular project, we make certain assumptions regarding the expected future performance of the
property. Our assumptions are subject to risks generally associated with development and redevelopment projects, including,
among others, that:
• We may be unable to obtain financing for the project on favorable terms or at all;
• We may not complete the project on schedule or within budgeted amounts;
• We may not be able to recognize rental revenue in some cases although cash rent is being paid and the lease has
commenced;
• We may encounter delays in obtaining or fail to obtain all necessary zoning, land use, building, occupancy,
environmental and other governmental permits and authorizations, or underestimate the costs necessary to
develop or redevelop the property to market standards;
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• Construction or other delays may provide tenants or residents the right to terminate preconstruction leases or
cause us to incur additional costs;
• Volatility in the price of construction materials or labor may increase our project costs;
•
In the case of our MOB developments, hospitals or health systems may maintain significant decision-making
authority with respect to the development schedule;
• Our builders may fail to perform or satisfy the expectations of our clients or prospective clients;
• We may incorrectly forecast risks associated with development in new geographic regions;
• Tenants may not lease space at the quantity or rental rate levels or on the schedule projected;
• Demand for our project may decrease prior to completion, due to competition from other developments; and
• Lease rates and rents at newly developed or redeveloped properties may fluctuate based on factors beyond our
control, including market and economic conditions.
If any of the risks described above occur, our development and redevelopment projects, including projects undertaken
through our joint ventures, may not yield anticipated returns, which could have a Material Adverse Effect on us.
Our investments in joint ventures and unconsolidated entities could be adversely affected by our lack of sole decision-
making authority, our reliance on our joint venture partners’ financial condition, any disputes that may arise between us
and our joint venture partners, and our exposure to potential losses from the actions of our joint venture partners.
As of December 31, 2019, we owned 35 MOBs, 12 research and innovation centers, 38 seniors housing communities
and one IRF through consolidated joint ventures, and we had 25% ownership interests in five seniors housing communities and
one MOB through investments in unconsolidated entities. In addition, we had a 34% ownership interest in Atria, a 34%
ownership interest in Eclipse Senior Living and a 9.8% interest in Ardent as of December 31, 2019. These joint ventures and
unconsolidated entities involve risks not present with respect to our wholly owned properties, including the following:
• We may be unable to take actions that are opposed by our joint venture partners under arrangements that require
us to share decision-making authority over major decisions affecting the ownership or operation of the joint
venture and any property owned by the joint venture, such as the sale or financing of the property or the making
of additional capital contributions for the benefit of the property;
•
For joint ventures in which we have a noncontrolling interest, our joint venture partners may take actions that we
oppose;
• Our ability to sell or transfer our interest in a joint venture to a third party may be restricted if we fail to obtain the
prior consent of our joint venture partners;
• Our joint venture partners may become bankrupt or fail to fund their share of required capital contributions, which
could delay construction or development of a property or increase our financial commitment to the joint venture;
• Our joint venture partners may have business interests or goals with respect to a property that conflict with our
business interests and goals, including with respect to the timing, terms and strategies for investment, which could
increase the likelihood of disputes regarding the ownership, management or disposition of the property;
• Disagreements with our joint venture partners could result in litigation or arbitration that increases our expenses,
distracts our officers and directors, and disrupts the day-to-day operations of the property, including by delaying
important decisions until the dispute is resolved; and
• We may suffer losses as a result of actions taken by our joint venture partners with respect to our joint venture
investments.
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Events that adversely affect the ability of seniors and their families to afford daily resident fees at our seniors housing
communities could cause our occupancy rates, resident fee revenues and results of operations to decline.
Assisted and independent living services generally are not reimbursable under government reimbursement programs,
such as Medicare and Medicaid. A large majority of the resident fee revenues generated by our senior living operations,
therefore, are derived from private pay sources consisting of the income or assets of residents or their family members. In light
of the significant expense associated with building new properties and staffing and other costs of providing services, typically
only seniors with income or assets that meet or exceed the comparable region median can afford the daily resident and care fees
at our seniors housing communities, and a weak economy, depressed housing market or changes in demographics could
adversely affect their continued ability to do so. If the managers of our seniors housing communities are unable to attract and
retain seniors that have sufficient income, assets or other resources to pay the fees associated with assisted and independent
living services, the occupancy rates, resident fee revenues and results of operations of our senior living operations could
decline, which, in turn, could have a Material Adverse Effect on us.
Our tenants in the research and innovation industry face high levels of regulation, expense and uncertainty.
Research and innovation tenants, particularly those involved in developing and marketing pharmaceutical products, are
subject to certain unique risks, including the following:
•
Some of our tenants require significant outlays of funds for the research and development and clinical testing of their
products and technologies. The economic environment in recent years has significantly impacted the ability of these
companies to access the capital markets and venture capital funding. In addition, state and federal government and
university budgets have been negatively impacted by the recent economic environment and, as a result certain
programs, including grants related to biotechnology research and development, may be at risk of being eliminated or
cut back significantly. If private investors, the government, universities, public markets or other sources of funding
are unavailable to support such development, a tenant’s business may fail.
• The research and development, clinical testing, manufacture and marketing of some of our tenants’ products require
federal, state and foreign regulatory approvals. The approval process is typically long, expensive and uncertain. Even
if our tenants have sufficient funds to seek approvals, one or all of their products may fail to obtain the required
regulatory approvals on a timely basis or at all. Furthermore, our tenants may only have a small number of products
under development. If one product fails to receive the required approvals at any stage of development, it could
significantly adversely affect our tenant’s entire business and its ability to pay rent.
• Our tenants may be unable to adequately protect their intellectual property under patent, copyright or trade secret laws.
Failure to do so could jeopardize their ability to profit from their efforts and to protect their products from competition.
• Collaborative relationships with other research and innovation entities may be crucial to the development,
manufacturing, distribution or marketing of our tenants’ products. If these other entities fail to fulfill their obligations
under these collaborative arrangements, our tenants’ businesses will suffer.
• Legislation to reform the U.S. healthcare system, including regulations and legislation relating to the ACA, may
include government intervention in product pricing and other changes that adversely affect reimbursement for our
tenants’ marketable products. In addition, sales of many of our tenants’ marketable products are dependent, in large
part, on the availability and extent of reimbursement from government health administration authorities, private health
insurers and other organizations. Changes in government regulations, price controls or third-party payors’
reimbursement policies may reduce reimbursement for our tenants’ marketable products and adversely impact our
tenants’ businesses.
We cannot assure you that our tenants in the research and innovation industry will be successful in their businesses. If
our tenants’ businesses are adversely affected, they may have difficulty making payments to us, which could materially
adversely affect our business, results of operations and financial condition.
The amount and scope of insurance coverage provided by our policies and policies maintained by our tenants, operators
and managers may not adequately insure against losses.
We maintain or require in our lease, management and other agreements that our tenants, operators and managers
maintain all applicable lines of insurance on our properties and their operations. Although we regularly review the amount and
scope of insurance provided by our policies and required to be maintained by our tenants, operators and managers and believe
24
the coverage provided to be customary for similarly situated companies in our industry, we cannot assure you that we or our
tenants, operators and managers will continue to be able to maintain adequate levels of insurance. We also cannot assure you
that we or our tenants, operators and managers will maintain the required coverages, that we will continue to require the same
levels of insurance under our lease, management and other agreements, that such insurance will be available at a reasonable
cost in the future or that the policies maintained will fully cover all losses on our properties upon the occurrence of a
catastrophic event, nor can we make any guaranty as to the future financial viability of the insurers that underwrite our policies
and the policies maintained by our tenants, operators and managers.
For various reasons, including to reduce and manage costs, many healthcare companies utilize different organizational
and corporate structures coupled with self-insurance trusts or captive programs that may provide less insurance coverage than a
traditional insurance policy. Companies that insure any part of their general and professional liability risks through their own
captive limited purpose entities generally estimate the future cost of general and professional liability through actuarial studies
that rely primarily on historical data. However, due to the rise in the number and severity of professional claims against
healthcare providers, these actuarial studies may underestimate the future cost of claims, and reserves for future claims may not
be adequate to cover the actual cost of those claims. As a result, the tenants and operators of our properties who self-insure
could incur large funded and unfunded general and professional liability expenses, which could materially adversely affect their
liquidity, financial condition and results of operations and, in turn, their ability to satisfy their obligations to us. If we or the
managers of our senior living operations decide to implement a captive or self-insurance program, any large funded and
unfunded general and professional liability expenses incurred could have a Material Adverse Effect on us.
Should an uninsured loss or a loss in excess of insured limits occur, we could incur substantial liability or lose all or a
portion of the capital we have invested in a property, as well as the anticipated future revenues from the property. Following
the occurrence of such an event, we might nevertheless remain obligated for any mortgage debt or other financial obligations
related to the property. We cannot assure you that material uninsured losses, or losses in excess of insurance proceeds, will not
occur in the future.
Damage from catastrophic weather and other natural events and the physical effects of climate change could result in
losses to the Company.
Certain of our properties are located in areas particularly susceptible to revenue loss, cost increase or damage caused
by catastrophic weather and other natural events, including fires, snow or ice storms, windstorms or hurricanes, earthquakes,
flooding or other severe weather. These adverse weather and natural events could cause substantial damages or losses to our
properties which could exceed our or our tenants’, operators’ and managers’ property insurance coverage. In the event of a loss
in excess of insured limits, we could lose our capital invested in the affected property, as well as anticipated future revenue
from that property. Any such loss could materially and adversely affect our business and our financial condition and results of
operations. Climate change may also have indirect effects on our business by increasing the cost of (or making unavailable)
property insurance on terms we find acceptable.
To the extent that significant changes in the climate occur in areas where our properties are located, we may
experience extreme weather and changes in precipitation and temperature, all of which may result in physical damage to or a
decrease in demand for properties located in these areas or affected by these conditions. Should the impact of climate
change be material in nature, including destruction of our properties, or occur for lengthy periods of time, our financial
condition or results of operations may be adversely affected.
In addition, changes in federal and state legislation and regulation on climate change could result in increased capital
expenditures to improve the energy efficiency of our existing properties and could also require us to spend more on our new
development properties without a corresponding increase in revenue.
The decision of the United Kingdom to exit the European Union could adversely affect our business, financial condition
and results of operations.
In 2019, we derived 1.3% of our NOI from the United Kingdom. The decision made in the British referendum of June
23, 2016 to leave the European Union, commonly referred to as “Brexit,” has led to volatility in the financial markets of the
United Kingdom (the “U.K.”), and more broadly across Europe and may also lead to weakening in consumer, corporate and
financial confidence in such markets. The U.K. government initiated the official EU withdrawal process on March 29, 2017,
and the exit from the EU was expected to occur by the end of March 2019. However, the withdrawal was extended several
times due to deadlock in negotiations. On January 29, 2020, the U.K. Parliament approved a withdrawal agreement submitted
on January 22, 2020, and the U.K. officially withdrew from the EU on January 31, 2020. There is a transition period through
December 2020, with an option to extend an additional one to two years, to allow for businesses and individuals to adjust to its
25
changes, during which all EU regulations will continue to apply to the U.K. Trade negotiations are expected to begin in early
March 2020, but the nature of the economic relationship between the EU and U.K. remains uncertain, and there is no guarantee
that both parties will be able to reach an agreement before the transition period expires. This Brexit decision has created
political and economic uncertainty, particularly in the U.K. and the EU, and this uncertainty may last for years. Our business
could be affected during this period of uncertainty, and perhaps longer, by the impact of the U.K. referendum. In addition, our
business could be negatively affected by new trade agreements between the U.K. and other countries, including the U.S., and
by the possible imposition of trade or other regulatory barriers in the U.K. These possible negative impacts, and others resulting
from the U.K.’s withdrawal from the EU, could adversely affect our and our tenants’ businesses, financial conditions and results
of operations.
Significant legal actions or regulatory proceedings could subject us or our tenants, operators and managers to increased
operating costs and substantial uninsured liabilities, which could materially adversely affect our or their liquidity,
financial condition and results of operations.
From time to time, we may be subject to claims brought against us in lawsuits and other legal or regulatory
proceedings arising out of our alleged actions or the alleged actions of our tenants, operators and managers for which such
tenants, operators and managers may have agreed to indemnify, defend and hold us harmless. An unfavorable resolution of any
such litigation or proceeding could materially adversely affect our or their liquidity, financial condition and results of operations
and have a Material Adverse Effect on us.
In certain cases, we and our tenants, operators and managers may be subject to professional liability claims brought by
plaintiffs’ attorneys seeking significant punitive damages and attorneys’ fees. Due to the historically high frequency and
severity of professional liability claims against seniors housing and healthcare providers, the availability of professional
liability insurance has decreased and the premiums on such insurance coverage remain costly. As a result, insurance protection
against such claims may not be sufficient to cover all claims against us or our tenants, operators or managers, and may not be
available at a reasonable cost. If we or our tenants, operators and managers are unable to maintain adequate insurance coverage
or are required to pay punitive damages, we or they may be exposed to substantial liabilities.
The occurrence of cyber incidents could disrupt our operations, result in the loss of confidential information and/or
damage our business relationships and reputation.
As our reliance on technology has increased, our business is subject to greater risk from cyber incidents, including
attempts to gain unauthorized access to our or our managers’ systems to disrupt operations, corrupt data or steal confidential
information, and other electronic security breaches. While we and our managers have implemented measures to help mitigate
these threats, such measures cannot guarantee that we will be successful in preventing a cyber incident. The occurrence of a
cyber incident could disrupt our operations, or the operations of our managers, compromise the confidential information of our
employees or the residents in our seniors housing communities, and/or damage our business relationships and reputation.
Our operators may be sued under a federal whistleblower statute.
Our operators who engage in business with the federal government may be sued under a federal whistleblower statute
designed to combat fraud and abuse in the healthcare industry. See “Governmental Regulation—Healthcare Regulation”
included in Part I, Item 1 of this Annual Report on Form 10-K. These lawsuits can involve significant monetary damages and
award bounties to private plaintiffs who successfully bring these suits. If any of these lawsuits were brought against our
operators, such suits combined with increased operating costs and substantial uninsured liabilities could have a material adverse
effect on our operators’ liquidity, financial condition and results of operations and on their ability to satisfy their obligations
under our leases, which, in turn, could have a Material Adverse Effect on us.
We could incur substantial liabilities and costs if any of our properties are found to be contaminated with hazardous
substances or we become involved in any environmental disputes.
Under federal and state environmental laws and regulations, a current or former owner of real property may be liable
for costs related to the investigation, removal and remediation of hazardous or toxic substances or petroleum that are released
from or are present at or under, or that are disposed of in connection with such property. Owners of real property may also face
other environmental liabilities, including government fines and penalties imposed by regulatory authorities and damages for
injuries to persons, property or natural resources. Environmental laws and regulations often impose liability without regard to
whether the owner was aware of, or was responsible for, the presence, release or disposal of hazardous or toxic substances or
petroleum. In certain circumstances, environmental liability may result from the activities of a current or former operator of the
property. Although we generally have indemnification rights against the current operators of our properties for contamination
26
caused by them, such indemnification may not adequately cover all environmental costs. See “Governmental Regulation—
Environmental Regulation” included in Part I, Item 1 of this Annual Report on Form 10-K.
Our success depends, in part, on our ability to attract and retain talented employees, and the loss of any one of our key
personnel could adversely impact our business.
The success of our business depends, in part, on the leadership and performance of our executive management team
and key employees, and our ability to attract, retain and motivate talented employees could significantly impact our future
performance. Competition for these individuals is intense, and we cannot assure you that we will retain our key officers and
employees or that we will be able to attract and retain other highly qualified individuals in the future. Losing any one or more
of these persons could have a Material Adverse Effect on us.
Failure to maintain effective internal controls could harm our business, results of operations and financial condition.
Pursuant to the Sarbanes-Oxley Act of 2002, we are required to provide a report by management on internal control
over financial reporting, including management’s assessment of the effectiveness of such control. Because of its inherent
limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud, effective internal
controls over financial reporting may not prevent or detect misstatement and can provide only reasonable assurance with
respect to the preparation and fair presentation of financial statements. If we fail to maintain the adequacy of our internal
controls over financial reporting and our operating internal controls, including any failure to implement required new or
improved controls as a result of changes to our business or otherwise, or if we experience difficulties in their implementation,
our business, results of operations and financial condition could be materially adversely harmed and we could fail to meet our
reporting obligations.
Economic and other conditions that negatively affect geographic locations to which a greater percentage of our NOI is
attributed could adversely affect our financial results.
For the year ended December 31, 2019, approximately 34.8% of our total NOI was derived from properties located in
California (13.8%), New York (6.4%), Texas (5.9%), Illinois (4.6%) and Pennsylvania (4.1%). As a result, we are subject to
increased exposure to adverse conditions affecting these regions, including downturns in the local economies or changes in
local real estate conditions, increased construction and competition or decreased demand for our properties, regional climate
events and changes in state-specific legislation, which could adversely affect our business and results of operations.
We may be adversely affected by fluctuations in currency exchange rates.
Our ownership of properties in Canada and the United Kingdom currently subjects us to fluctuations in the exchange
rates between U.S. dollars and Canadian dollars or the British pound, which may, from time to time, impact our financial
condition and results of operations. If we continue to expand our international presence through investments in, or acquisitions
or development of, seniors housing or healthcare assets outside the United States, Canada or the United Kingdom, we may
transact business in other foreign currencies. Although we may pursue hedging alternatives, including borrowing in local
currencies, to protect against foreign currency fluctuations, we cannot assure you that such fluctuations will not have a Material
Adverse Effect on us.
Risks Arising from Our Capital Structure
We may become more leveraged.
As of December 31, 2019, we had approximately $12.2 billion of outstanding indebtedness. The instruments
governing our existing indebtedness permit us to incur substantial additional debt, including secured debt, and we may satisfy
our capital and liquidity needs through additional borrowings. A high level of indebtedness would require us to dedicate a
substantial portion of our cash flow from operations to the payment of debt service, thereby reducing the funds available to
implement our business strategy and make distributions to stockholders. A high level of indebtedness could also have the
following consequences:
•
Potential limits on our ability to adjust rapidly to changing market conditions and vulnerability in the event of a
downturn in general economic conditions or in the real estate or healthcare industries;
•
Potential impairment of our ability to obtain additional financing to execute on our business strategy; and
27
•
Potential downgrade in the rating of our debt securities by one or more rating agencies, which could have the
effect of, among other things, limiting our access to capital and increasing our cost of borrowing.
In addition, from time to time, we mortgage certain of our properties to secure payment of indebtedness. If we are
unable to meet our mortgage payments, then the encumbered properties could be foreclosed upon or transferred to the
mortgagee with a resulting loss of income and asset value.
We are exposed to increases in interest rates, which could reduce our profitability and adversely impact our ability to
refinance existing debt, sell assets or engage in acquisition, investment, development and redevelopment activity, and our
decision to hedge against interest rate risk might not be effective.
We receive a significant portion of our revenues by leasing assets under long-term triple-net leases that generally
provide for fixed rental rates subject to annual escalations, while certain of our debt obligations are floating rate obligations
with interest and related payments that vary with the movement of LIBOR, Bankers’ Acceptance or other indexes. The
generally fixed rate nature of a significant portion of our revenues and the variable rate nature of certain of our debt obligations
create interest rate risk. Although our operating assets provide a partial hedge against interest rate fluctuations, if interest rates
rise, the costs of our existing floating rate debt and any new debt that we incur would increase. These increased costs could
reduce our profitability, impair our ability to meet our debt obligations, or increase the cost of financing our acquisition,
investment, development and redevelopment activity. An increase in interest rates also could limit our ability to refinance
existing debt upon maturity or cause us to pay higher rates upon refinancing, as well as decrease the amount that third parties
are willing to pay for our assets, thereby limiting our ability to promptly reposition our portfolio in response to changes in
economic or other conditions.
We may seek to manage our exposure to interest rate volatility with hedging arrangements that involve additional
risks, including the risks that counterparties may fail to honor their obligations under these arrangements, that these
arrangements may not be effective in reducing our exposure to interest rate changes, that the amount of income we earn from
hedging transactions may be limited by federal tax provisions governing REITs, and that these arrangements may cause us to
pay higher interest rates on our debt obligations than otherwise would be the case. Moreover, no amount of hedging activity
can fully insulate us from the risks associated with changes in interest rates. Failure to hedge effectively against interest rate
risk, if we choose to engage in such activities, could adversely affect our results of operations and financial condition.
Changes in the method pursuant to which the LIBOR rates are determined and potential phasing out of LIBOR after
2021 may affect our financial results.
LIBOR and certain other interest “benchmarks” may be subject to regulatory guidance and/or reform that could cause interest
rates under our current or future debt agreements to perform differently than in the past or cause other unanticipated consequences.
The United Kingdom’s Financial Conduct Authority, which regulates LIBOR, has announced that it intends to stop encouraging
or requiring banks to submit rates for the calculation of LIBOR rates after 2021, and it is unclear if LIBOR will cease to exist or
if new methods of calculating LIBOR will evolve. While there is no consensus on what rate or rates may become accepted
alternatives to LIBOR, the Alternative Reference Rates Committee, a steering committee comprised of U.S. financial market
participants, selected the Secured Overnight Finance Rate (“SOFR”) as an alternative to LIBOR. SOFR is a broad measure of the
cost of borrowing cash in the overnight U.S. treasury repo market, and the Federal Reserve Bank of New York started to publish
the SOFR in May 2018. At this time, it is impossible to predict whether the SOFR or another reference rate will become an
accepted alternative to LIBOR. The discontinuation, reform or replacement of LIBOR or any other benchmark rates may have
an unpredictable impact on contractual mechanics in the credit markets or cause disruption to the broader financial markets, and
could have an adverse effect on LIBOR-based interest rates on our current or future debt obligations.
Limitations on our ability to access capital could have an adverse effect on our ability to make required payments on our
debt obligations, make distributions to our stockholders or make future investments necessary to implement our business
strategy.
We cannot assure you that we will be able to raise the capital necessary to meet our debt service obligations, make
distributions to our stockholders or make future investments necessary to implement our business strategy, if our cash flow
from operations is insufficient to satisfy these needs, and the failure to do so could have a Material Adverse Effect on us.
Although we believe that we have sufficient access to capital and other sources of funding to meet our expected liquidity needs,
we cannot assure you that conditions in the capital markets will not deteriorate or that our access to capital and other sources of
funding will not become constrained, which could adversely affect the availability and terms of future borrowings, renewals or
refinancings and our results of operation and financial condition. If we cannot access capital at an acceptable cost or at all, we
28
may be required to liquidate one or more investments in properties at times that may not permit us to maximize the return on
those investments or that could result in adverse tax consequences to us.
As a public company, our access to debt and equity capital depends, in part, on the trading prices of our senior notes
and common stock, which, in turn, depend upon market conditions that change from time to time, such as the market’s
perception of our financial condition, our growth potential and our current and expected future earnings and cash distributions.
Our failure to meet the market’s expectation with regard to future earnings and cash distributions or a significant downgrade in
the ratings assigned to our long-term debt could impact our ability to access capital or increase our borrowing costs. We also
rely on the financial institutions that are parties to our revolving credit facilities. If these institutions become capital
constrained, tighten their lending standards or become insolvent or if they experience excessive volumes of borrowing requests
from other borrowers within a short period of time, they may be unable or unwilling to honor their funding commitments to us,
which would adversely affect our ability to draw on our revolving credit facilities and, over time, could negatively impact our
ability to consummate acquisitions, repay indebtedness as it matures, fund capital expenditures or make distributions to our
stockholders.
Covenants in the instruments governing our and our subsidiaries’ existing indebtedness limit our operational flexibility,
and a covenant breach could materially adversely affect our operations.
The terms of the instruments governing our existing indebtedness require us to comply with certain customary
financial and other covenants, such as maintaining debt service coverage, leverage ratios and minimum net worth requirements.
Our continued ability to incur additional debt and to conduct business in general is subject to our compliance with these
covenants, which limit our operational flexibility. Breaches of these covenants could result in defaults under the applicable
debt instruments and could trigger defaults under any of our other indebtedness that is cross-defaulted against such instruments,
even if we satisfy our payment obligations. In addition, covenants contained in the instruments governing our subsidiaries’
outstanding mortgage indebtedness may restrict our ability to obtain cash distributions from such subsidiaries for the purpose of
meeting our debt service obligations. Financial and other covenants that limit our operational flexibility, as well as defaults
resulting from our breach of any of these covenants, could have a Material Adverse Effect on us.
Risks Arising from Our Status as a REIT
Loss of our status as a REIT would have significant adverse consequences for us and the value of our common stock.
If we lose our status as a REIT (currently or with respect to any tax years for which the statute of limitations has not
expired), we will face serious tax consequences that will substantially reduce the funds available to satisfy our obligations, to
implement our business strategy and to make distributions to our stockholders for each of the years involved because:
• We would not be allowed a deduction for distributions to stockholders in computing our taxable income and
would be subject to regular U.S. federal corporate income tax;
• We could be subject to increased state and local taxes; and
• Unless we are entitled to relief under statutory provisions, we could not elect to be subject to tax as a REIT for
four taxable years following the year during which we were disqualified.
In addition, in such event we would no longer be required to pay dividends to maintain REIT status, which could
adversely affect the value of our common stock.
Qualification as a REIT involves the application of highly technical and complex provisions of the Internal Revenue
Code of 1986, as amended (the “Code”) for which there are only limited judicial and administrative interpretations. The
determination of factual matters and circumstances not entirely within our control, as well as new legislation, regulations,
administrative interpretations or court decisions, may adversely affect our investors or our ability to remain qualified as a REIT
for tax purposes. In order to maintain our qualification as a REIT, we must satisfy a number of requirements, generally
including requirements regarding the ownership of our stock, requirements regarding the composition of our assets, a
requirement that at least 95% of our gross income in any year must be derived from qualifying sources, and we must make
distributions to our stockholders aggregating annually at least 90% of our net taxable income, excluding capital gains.
Although we believe that we currently qualify as a REIT, we cannot assure you that we will continue to qualify for all future
periods.
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The 90% distribution requirement will decrease our liquidity and may limit our ability to engage in otherwise beneficial
transactions.
To comply with the 90% distribution requirement applicable to REITs and to avoid the nondeductible excise tax, we
must make distributions to our stockholders. Such distributions reduce the funds we have available to finance our investment,
acquisition, development and redevelopment activity and may limit our ability to engage in transactions that are otherwise in
the best interests of our stockholders.
Although we do not anticipate any inability to satisfy the REIT distribution requirement, from time to time, we may
not have sufficient cash or other liquid assets to do so. For example, timing differences between the actual receipt of income
and actual payment of deductible expenses, on the one hand, and the inclusion of that income and deduction of those expenses
in arriving at our taxable income, on the other hand, or non-deductible expenses such as principal amortization or repayments
or capital expenditures in excess of non-cash deductions may prevent us from having sufficient cash or liquid assets to satisfy
the 90% distribution requirement.
In the event that timing differences occur or we decide to retain cash or to distribute such greater amount as may be
necessary to avoid income and excise taxation, we may seek to borrow funds, issue additional equity securities, pay taxable
stock dividends, distribute other property or securities or engage in a transaction intended to enable us to meet the REIT
distribution requirements. Any of these actions may require us to raise additional capital to meet our obligations; however, see
“Risks Arising from Our Capital Structure—Limitations on our ability to access capital could have an adverse effect on our
ability to make required payments on our debt obligations, make distributions to our stockholders or make future investments
necessary to implement our business strategy.” The terms of the instruments governing our existing indebtedness restrict our
ability to engage in certain of these transactions.
To preserve our qualification as a REIT, our certificate of incorporation contains ownership limits with respect to our
capital stock that may delay, defer or prevent a change of control of our company.
To assist us in preserving our qualification as a REIT, our certificate of incorporation provides that if a person acquires
beneficial ownership of more than 9.0% of our outstanding common stock or more than 9.9% of our outstanding preferred
stock, the shares that are beneficially owned in excess of the applicable limit are considered “excess shares” and are
automatically deemed transferred to a trust for the benefit of a charitable institution or other qualifying organization selected by
our Board of Directors. The trust is entitled to all dividends with respect to the excess shares and the trustee may exercise all
voting power over the excess shares. In addition, we have the right to purchase the excess shares for a price equal to the lesser
of (i) the price per share in the transaction that created the excess shares or (ii) the market price on the day we purchase the
shares, but if we do not purchase the excess shares, the trustee of the trust is required to transfer the shares at the direction of
our Board of Directors. These ownership limits could delay, defer or prevent a transaction or a change of control that might
involve a premium price for our common stock or might otherwise be in the best interests of our stockholders.
Our use of TRSs is limited under the Code.
Under the Code, no more than 20% of the value of the gross assets of a REIT may be represented by securities of one
or more TRSs. This limitation may affect our ability to increase the size of our TRSs’ operations and assets, and there can be
no assurance that we will be able to comply with the applicable limitation, or that such compliance will not adversely affect our
business. Also, our TRSs may not, among other things, operate or manage certain health care facilities, which may cause us to
forgo investments we might otherwise make. Finally, we may be subject to a 100% excise tax on the income derived from
certain transactions with our TRSs that are not on an arm's-length basis. We believe our arrangements with our TRSs are on
arm's-length terms and intend to continue to operate in a manner that allows us to avoid incurring the 100% excise tax
described above, but there can be no assurance that we will be able to avoid application of that tax.
The tax imposed on REITs engaging in “prohibited transactions” may limit our ability to engage in transactions which
would be treated as sales for federal income tax purposes.
A REIT’s net income from prohibited transactions is subject to a 100% penalty tax. In general, prohibited transactions
are sales or other dispositions of property, other than foreclosure property, held primarily for sale to customers in the ordinary
course of business. Although we do not intend to hold any properties that would be characterized as held for sale to customers
in the ordinary course of our business, unless a sale or disposition qualifies under certain statutory safe harbors, such
characterization is a factual determination and no guarantee can be given that the IRS would agree with our characterization of
our properties or that we will always be able to make use of the available safe harbors.
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Legislative or other actions affecting REITs could have a negative effect on our stockholders or us.
The rules dealing with federal income taxation are constantly under review by persons involved in the legislative
process and by the IRS and the U.S. Treasury Department. Changes to the tax laws, with or without retroactive application,
could adversely affect our investors or us. We cannot predict how changes in the tax laws might affect our investors or us.
New legislation, U.S. Treasury Department regulations, administrative interpretations or court decisions could significantly and
negatively affect our ability to qualify as a REIT, the federal income tax consequences of such qualification, or the federal
income tax consequences of an investment in us. Also, the law relating to the tax treatment of other entities, or an investment
in other entities, could change, making an investment in such other entities more attractive relative to an investment in a REIT.
The Tax Cuts and Jobs Act of 2017 (the “2017 Tax Act”) significantly changed the U.S. federal income taxation of
U.S. businesses and their owners, including REITs and their stockholders. Changes made by the 2017 Tax Act that could
affect us and our stockholders include:
•
•
•
•
•
•
temporarily reducing individual U.S. federal income tax rates on ordinary income; the highest individual U.S.
federal income tax rate has been reduced from 39.6% to 37% for taxable years beginning after December 31, 2017
and before January 1, 2026;
permanently eliminating the progressive corporate tax rate structure, which previously imposed a maximum
corporate tax rate of 35%, and replacing it with a flat corporate tax rate of 21%;
permitting a deduction for certain pass-through business income, including dividends received by our
stockholders from us that are not designated by us as capital gain dividends or qualified dividend income, which
will allow individuals, trusts, and estates to deduct up to 20% of such amounts for taxable years beginning after
December 31, 2017 and before January 1, 2026;
reducing the highest rate of withholding with respect to our distributions to non-U.S. stockholders that are treated
as attributable to gains from the sale or exchange of U.S. real property interests from 35% to 21%;
limiting our deduction for net operating losses arising in taxable years beginning after December 31, 2017 to 80%
of REIT taxable income (prior to the application of the dividends paid deduction);
generally limiting the deduction for net business interest expense in excess of 30% of a business’s “adjusted
taxable income,” except for taxpayers (including most equity REITs) that engage in certain real estate businesses
and elect out of this rule (provided that such electing taxpayers must use an alternative depreciation system with
longer depreciation periods); and
•
eliminating the corporate alternative minimum tax.
Many of these changes were effective immediately, without any transition periods or grandfathering for existing
transactions. The 2017 Tax Act is unclear in many respects and could be subject to potential amendments and technical
corrections, as well as interpretations and implementing regulations by the U.S. Treasury Department and IRS, any of which
could lessen or increase the impact of the 2017 Tax Act. In addition, it is unclear how these U.S. federal income tax changes
will affect state and local taxation, which often uses federal taxable income as a starting point for computing state and local tax
liabilities. While some of the changes made by the 2017 Tax Act may adversely affect us in one or more reporting periods and
prospectively, other changes may be beneficial on a going forward basis. We continue to work with our tax advisors and
auditors to determine the full impact that the 2017 Tax Act as a whole will have on us.
ITEM 1B. Unresolved Staff Comments
None.
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ITEM 2. Properties
Seniors Housing and Healthcare Properties
As of December 31, 2019, we owned approximately 1,200 properties (including properties owned through investments in
unconsolidated entities and properties classified as held for sale), consisting of seniors housing communities, medical office
buildings (“MOBs”), research and innovation centers, inpatient rehabilitation facilities (“IRFs”) and long-term acute care facilities
(“LTACs”), and health systems. We had 22 properties under development, including four properties that are owned by
unconsolidated real estate entities. We believe that maintaining a balanced portfolio of high-quality assets diversified by
investment type, geographic location, asset type, tenant/operator, revenue source and operating model makes us less susceptible to
single-state regulatory or reimbursement changes, regional climate events and local economic downturns and diminishes the risk
that any single factor or event could materially harm our business.
As of December 31, 2019, we had $2.0 billion aggregate principal amount of mortgage loan indebtedness outstanding,
secured by 84 of our properties. Excluding those portions attributed to our joint venture partners, our share of mortgage loan
indebtedness outstanding was $1.8 billion.
The following table provides additional information regarding the geographic diversification of our portfolio of properties
as of December 31, 2019 (excluding properties owned through investments in unconsolidated entities and properties classified as
held for sale).
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Seniors Housing
Communities
SNFs
MOBs
Research and
Innovation Centers
IRFs and LTACs
Health Systems
Geographic
Location
# of
Properties
Units
# of
Properties
Licensed
Beds
# of
Properties
Square
Feet(1)
# of
Properties
Square
Feet(1)
# of
Properties
Licensed
Beds
# of
Properties
Licensed
Beds
Alabama
Arizona
Arkansas
California
Colorado
Connecticut
District of
Columbia
Florida
Georgia
Idaho
Illinois
Indiana
Kansas
Kentucky
Louisiana
Maine
Maryland
Massachusetts
Michigan
Minnesota
Mississippi
Missouri
Montana
Nebraska
Nevada
New
Hampshire
New Jersey
New Mexico
New York
North
Carolina
North Dakota
Ohio
Oklahoma
Oregon
Pennsylvania
Rhode Island
South
Carolina
South Dakota
Tennessee
Texas
Utah
Virginia
Washington
West Virginia
Wisconsin
Wyoming
Total U.S.
Canada
United
Kingdom
Total
5
27
4
81
15
13
—
44
18
1
25
5
8
9
1
6
5
15
21
14
—
2
3
1
3
1
12
4
40
22
2
19
7
29
30
4
6
4
18
45
3
8
23
2
45
2
324
2,316
302
9,048
1,257
1,587
—
4,181
1,635
70
2,955
402
515
805
58
452
352
1,789
1,345
856
—
154
222
133
326
126
1,137
451
4,639
1,314
115
1,194
439
2,583
2,201
399
433
182
1,400
3,578
321
655
2,230
124
2,218
169
652
70
12
734
56,992
12,865
776
70,633
(1)
Square Feet are in thousands
—
—
—
—
1
—
—
—
—
—
1
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1
—
—
—
—
—
—
—
4
—
—
—
—
—
—
—
5
4
—
—
16
—
—
16
—
—
—
—
82
—
—
—
—
—
82
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
153
—
—
—
—
—
—
—
620
—
—
—
—
—
—
—
469
326
—
—
4
15
1
29
13
—
2
11
14
—
36
23
1
4
5
—
2
—
13
4
1
21
—
—
5
—
3
—
4
17
1
28
1
1
9
—
20
—
7
16
—
5
10
—
21
—
1,732
—
—
1,732
347
—
—
347
469
962
5
2,371
896
—
102
223
1,201
—
1,447
1,602
33
173
362
—
83
—
589
241
51
1,167
—
—
416
—
37
—
244
831
114
1,225
80
105
713
—
1,092
—
278
837
—
231
579
—
1,105
—
19,864
—
—
19,864
33
—
—
—
—
—
2
—
1
—
—
1
—
—
—
—
—
5
1
—
—
—
5
—
—
—
—
—
—
—
8
—
—
—
—
5
3
—
—
—
—
—
3
—
—
—
—
34
—
—
34
—
—
—
—
—
1,033
—
252
—
—
129
—
—
—
—
—
467
78
—
—
—
818
—
—
—
—
—
—
—
1,538
—
—
—
—
953
580
—
—
—
—
—
453
—
—
—
—
6,301
—
—
6,301
—
1
—
6
1
—
—
6
—
—
4
1
—
1
—
—
—
—
—
—
—
1
—
—
1
—
—
2
—
1
—
1
—
—
1
—
—
—
1
9
—
—
—
—
—
—
37
—
—
37
—
60
—
503
68
—
—
508
—
—
430
59
—
384
—
—
—
—
—
—
—
60
—
—
52
—
—
123
—
124
—
50
—
—
52
—
—
—
49
584
—
—
—
—
—
—
3,106
—
—
3,106
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
4
—
—
—
—
4
—
—
—
—
—
—
1
—
—
—
—
—
—
9
—
3
12
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
544
—
—
—
—
954
—
—
—
—
—
—
445
—
—
—
—
—
—
1,943
—
121
2,064
Corporate Offices
Our headquarters are located in Chicago, Illinois and we have an additional corporate office in Louisville, Kentucky. We
lease all of our corporate offices.
ITEM 3. Legal Proceedings
The information contained in “NOTE 14—COMMITMENTS AND CONTINGENCIES” of the Notes to Consolidated
Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K is incorporated by reference into this
Item 3. Except as set forth therein, we are not a party to, nor is any of our property the subject of, any material pending legal
proceedings.
ITEM 4. Mine Safety Disclosures
Not applicable.
34
PART II
ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our common stock, par value $0.25 per share, is listed and traded on the New York Stock Exchange (the “NYSE”)
under the symbol “VTR.” As of February 17, 2020, we had 372.9 million shares of our common stock outstanding held by
approximately 3,926 stockholders of record.
Dividends and Distributions
We pay regular quarterly dividends to holders of our common stock to comply with the provisions of the Internal
Revenue Code of 1986, as amended (the “Code”) governing REITs. In order to maintain our qualification as a REIT, we are
required under the Code, among other things, to distribute annually at least 90% of our REIT taxable income, determined
without regard to any net capital gain. In addition, we will be subject to income tax at the regular corporate rate to the extent
we distribute less than 100% of our REIT taxable income, including any net capital gains. We expect to distribute at least
100% of our taxable net income, after the use of any net operating loss carryforwards, to our stockholders for 2020.
In general, our Board of Directors makes decisions regarding the nature, frequency and amount of our dividends on a
quarterly basis. Because the Board considers many factors when making these decisions, including our present and future
liquidity needs, our current and projected financial condition and results of operations and the performance and credit quality of
our tenants, operators, borrowers and managers, we cannot assure you that we will maintain the practice of paying regular
quarterly dividends to continue to qualify as a REIT. Please see “Cautionary Statements” and the risk factors included in Part I,
Item 1A of this Annual Report on Form 10-K for a description of other factors that may affect our distribution policy.
Director and Employee Stock Sales
Certain of our directors, executive officers and other employees have adopted and, from time to time in the future,
may adopt non-discretionary, written trading plans that comply with Rule 10b5-1 under the Exchange Act, or otherwise
monetize, gift or transfer their equity-based compensation. These transactions typically are conducted for estate, tax and
financial planning purposes and are subject to compliance with our Amended and Restated Securities Trading Policy and
Procedures (“Securities Trading Policy”), the minimum stock ownership requirements contained in our Guidelines on
Governance and all applicable laws and regulations.
Our Securities Trading Policy expressly prohibits our directors, executive officers and employees from buying or
selling derivatives with respect to our securities or other financial instruments that are designed to hedge or offset a decrease in
the market value of our securities and from engaging in short sales with respect to our securities. In addition, our Securities
Trading Policy prohibits our directors and executive officers from holding our securities in margin accounts or pledging our
securities to secure loans without the prior approval of our Audit and Compliance Committee. Each of our executive officers
has advised us that he or she is in compliance with the Securities Trading Policy and has not pledged any of our equity
securities to secure margin or other loans.
Stock Repurchases
The table below summarizes repurchases of our common stock made during the quarter ended December 31, 2019:
October 1 through October 31
November 1 through November 30
December 1 through December 31
Number of Shares
Repurchased (1)
Average Price
Per Share
13,085
181
21,091
$
$
$
71.14
59.20
57.08
(1) Repurchases represent shares withheld to pay taxes on the vesting of restricted stock granted to employees under our 2006 Incentive Plan or 2012
Incentive Plan or restricted stock units granted to employees under the Nationwide Health Properties, Inc. (“NHP”) 2005 Performance Incentive Plan and
assumed by us in connection with our acquisition of NHP. The value of the shares withheld is the closing price of our common stock on the date the
vesting or exercise occurred (or, if not a trading day, the immediately preceding trading day) or the fair market value of our common stock at the time of
the exercise, as the case may be.
35
Stock Performance Graph
The following performance graph compares the cumulative total return (including dividends) to the holders of our
common stock from December 31, 2014 through December 31, 2019, with the cumulative total returns of the NYSE Composite
Index, the FTSE Nareit Composite REIT Index (the “Composite REIT Index”) and the S&P 500 Index over the same period.
The comparison assumes $100 was invested on December 31, 2014 in our common stock and in each of the foregoing indexes
and assumes reinvestment of dividends, as applicable. We have included the NYSE Composite Index in the performance graph
because our common stock is listed on the NYSE, and we have included the S&P 500 Index because we are a member of the
S&P 500. We have included the Composite REIT Index because we believe that it is most representative of the industries in
which we compete, or otherwise provides a fair basis for comparison with us, and is therefore particularly relevant to an
assessment of our performance. The figures in the table below are rounded to the nearest dollar.
Ventas
NYSE Composite Index
Composite REIT Index
S&P 500 Index
12/31/2014
12/31/2015
12/31/2016
12/31/2017
12/31/2018
12/31/2019
$100
$100
$100
$100
$94
$96
$102
$101
$110
$108
$112
$113
$110
$128
$122
$138
$114
$117
$117
$132
$118
$147
$150
$174
Ventas Total Return Performance
170
150
V,
@
0
Ci 130
110
90
12/31/14
12/31/15
12/31/16
12/31/17
12/31/18
12/31/19
Year Ended
~ Ventas
----
NYSE Composite Index
-.-
Composite REIT Index
_,._
S&P 500 Index
36
ITEM 6. Selected Financial Data
The selected financial data has been derived from our audited Consolidated Financial Statements included in Part II,
Item 8 of this Annual Report on Form 10-K and previous Annual Reports on Form 10- K. You should read the following
selected financial data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” included in Part II, Item 7 of this Annual Report on Form 10-K and our Consolidated Financial Statements and the
notes thereto included in Part II, Item 8 of this Annual Report on Form 10-K, as acquisitions, dispositions, changes in
accounting policies and other items may impact the comparability of the financial data.
Operating Data
Rental income
Resident fees and services
Interest expense
As of and For the Years Ended December 31,
2019
2018
2017
2016
2015
(Dollars in thousands, except per share data)
$ 1,609,876
$ 1,513,807
$ 1,593,598
$ 1,476,176
$ 1,346,046
2,151,533
2,069,477
1,843,232
1,847,306
1,811,255
451,662
442,497
448,196
419,740
367,114
Property-level operating expenses
1,808,208
1,689,880
1,483,072
1,434,762
1,383,640
General, administrative and professional fees
Income from continuing operations
Net income attributable to common stockholders
165,996
439,297
433,016
151,982
415,991
409,467
135,490
1,361,222
1,356,470
126,875
652,412
649,231
128,035
408,119
417,843
Per Share Data
Income from continuing operations:
Basic
Diluted
Net income attributable to common
stockholders:
Basic
Diluted
Other Data
$
$
$
$
1.20
1.19
1.18
1.17
$
$
$
$
1.17
1.16
1.15
1.14
$
$
$
$
3.83
3.80
3.82
3.78
$
$
$
$
1.89
1.87
1.88
1.86
$
$
$
$
1.24
1.22
1.26
1.25
Net cash provided by operating activities
$ 1,437,783
$ 1,381,467
$ 1,428,752
$ 1,354,702
$ 1,402,003
Net cash (used in) provided by investing
activities
Net cash provided by (used in) financing
activities
FFO (1)
Normalized FFO (1)
Balance Sheet Data
Real estate property, gross
Cash and cash equivalents
Total assets
(1,585,299)
324,496
(937,107)
(1,214,280)
(2,420,740)
160,674
1,436,049
1,423,047
(1,761,937)
1,308,149
(671,327)
1,512,885
1,462,055
1,491,241
96,838
1,440,544
1,438,643
1,023,058
1,365,408
1,493,683
$28,817,100
$26,476,938
$26,260,553
$25,380,524
$ 23,855,137
106,363
72,277
81,355
286,707
53,023
24,692,208
22,584,555
23,954,541
23,166,600
22,261,918
Senior notes payable and other debt
12,158,773
10,733,699
11,276,062
11,127,326
11,206,996
(1) We consider Funds From Operations (“FFO”) and normalized FFO to be appropriate supplemental measures of operating
performance of an equity REIT. In particular, we believe that normalized FFO is useful because it allows investors,
analysts and our management to compare our operating performance to the operating performance of other real estate
companies and between periods on a consistent basis without having to account for differences caused by non-recurring
items and other non-operational events such as transactions and litigation. In some cases, we provide information about
identified non-cash components of FFO and normalized FFO because it allows investors, analysts and our management to
assess the impact of those items on our financial results.
FFO and normalized FFO presented in this Annual Report on Form 10-K, or otherwise disclosed by us, may not be
comparable to FFO and normalized FFO presented by other real estate companies due to the fact that not all real estate
companies use the same definitions. FFO and normalized FFO should not be considered as alternatives to net income
37
attributable to common stockholders (determined in accordance with U.S. generally accepted accounting principles
(“GAAP”)) as indicators of our financial performance or as alternatives to cash flow from operating activities (determined
in accordance with GAAP) as measures of our liquidity, nor are FFO and normalized FFO necessarily indicative of
sufficient cash flow to fund all of our needs.
We use the National Association of Real Estate Investment Trusts (“Nareit”) definition of FFO. Nareit defines FFO as net
income attributable to common stockholders (computed in accordance with GAAP), excluding gains or losses from sales
of real estate property, including gains or losses on re-measurement of equity method investments, and impairment write-
downs of depreciable real estate, plus real estate depreciation and amortization, and after adjustments for unconsolidated
partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures will be calculated to
reflect FFO on the same basis. We define normalized FFO as FFO excluding the following income and expense items
(which may be recurring in nature): (a) merger-related costs and expenses, including amortization of intangibles, transition
and integration expenses, and deal costs and expenses, including expenses and recoveries relating to acquisition lawsuits;
(b) the impact of any expenses related to asset impairment and valuation allowances, the write-off of unamortized deferred
financing fees, or additional costs, expenses, discounts, make-whole payments, penalties or premiums incurred as a result
of early retirement or payment of our debt; (c) the non-cash effect of income tax benefits or expenses, the non-cash impact
of changes to our executive equity compensation plan, derivative transactions that have non-cash mark-to-market impacts
on our Consolidated Statements of Income and non-cash charges related to lease terminations; (d) the financial impact of
contingent consideration, severance-related costs and charitable donations made to the Ventas Charitable Foundation; (e)
gains and losses for non-operational foreign currency hedge agreements and changes in the fair value of financial
instruments; (f) gains and losses on non-real estate dispositions and other unusual items related to unconsolidated entities;
(g) expenses related to the re-audit and re-review in 2014 of our historical financial statements and related matters; and (h)
net expenses or recoveries related to natural disasters.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Funds From Operations
and Normalized Funds from Operations” included in Part II, Item 7 of this Annual Report on Form 10-K for a
reconciliation of FFO and normalized FFO to our GAAP earnings.
ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion provides information that management believes is relevant to an understanding and
assessment of the consolidated financial condition and results of operations of Ventas, Inc. You should read this discussion in
conjunction with our Consolidated Financial Statements and the notes thereto included in Part II, Item 8 of this Annual Report
on Form 10-K, as it will help you understand:
• Our company and the environment in which we operate;
• Our 2019 highlights;
• Our critical accounting policies and estimates;
• Our results of operations for the last three years;
• Our non-GAAP financial measures:
• How we manage our assets and liabilities;
• Our liquidity and capital resources;
• Our cash flows; and
• Our future contractual obligations.
Corporate and Operating Environment
We are 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
December 31, 2019, we owned approximately 1,200 properties (including properties owned through investments in
unconsolidated entities and properties classified as held for sale), consisting of seniors housing communities, medical office
38
buildings (“MOBs”), research and innovation centers, inpatient rehabilitation facilities (“IRFs”) and long-term acute care
facilities (“LTACs”), and health systems. We had 22 properties under development, including four properties that are owned by
unconsolidated real estate entities. We are an S&P 500 company 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 December 31, 2019, we leased a total of 412 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 122 properties (excluding two properties
managed by Brookdale Senior Living pursuant to long-term management agreements), 11 properties and 32 properties,
respectively, as of December 31, 2019
As of December 31, 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 406
seniors housing communities for us.
Through our Lillibridge Healthcare Services, Inc. (“Lillibridge”) subsidiary and our ownership interest in PMB Real
Estate Services LLC (“PMBRES”), 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.
We conduct our operations through three reportable business segments: triple-net leased properties, senior living
operations and office operations. See “NOTE 19—SEGMENT INFORMATION” of the Notes to Consolidated Financial
Statements included in Part II, Item 8 of this Annual Report on Form 10-K.
As of December 31, 2019, our consolidated portfolio included 100% ownership interests in 1,109 properties and
controlling joint venture interests in 86 properties, and we had non-controlling ownership interests in six properties through
investments in unconsolidated entities. Through Lillibridge, we provided management and leasing services to third parties with
respect to 74 MOBs as of December 31, 2019.
We aim to enhance shareholder value by delivering consistent, superior total returns through a strategy of:
(1) generating reliable and growing cash flows; (2) maintaining a balanced, diversified portfolio of high-quality assets; and
(3) preserving our financial strength, flexibility and liquidity.
Our ability to access capital in a timely and cost-effective manner is critical to the success of our business strategy
because it affects our ability to satisfy existing obligations, including the repayment of maturing indebtedness, and to make
future investments. Factors such as general market conditions, interest rates, credit ratings on our securities, expectations of
our potential future earnings and cash distributions, and the trading price of our common stock that are beyond our control and
fluctuate over time all impact our access to and cost of external capital. For that reason, we generally attempt to match the
long-term duration of our investments in real property with long-term financing through the issuance of shares of our common
stock or the incurrence of long-term fixed rate debt.
2019 Highlights
For information regarding our 2019 highlights, see “Business” in Part I, Item 1 of this Annual Report on Form 10-K.
Critical Accounting Policies and Estimates
Our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K have been
prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) set forth in the Accounting Standards
Codification (“ASC”), as published by the Financial Accounting Standards Board (“FASB”). GAAP requires us to make
estimates and assumptions regarding future events that affect the reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses
during the reporting periods. We base these estimates on our experience and assumptions we believe to be reasonable under the
circumstances. However, if our judgment or interpretation of the facts and circumstances relating to various transactions or
39
other matters had been different, we may have applied a different accounting treatment, resulting in a different presentation of
our financial statements. We periodically reevaluate our estimates and assumptions, and in the event they prove to be different
from actual results, we make adjustments in subsequent periods to reflect more current estimates and assumptions about
matters that are inherently uncertain. We believe that the critical accounting policies described below, among others, affect our
more significant estimates and judgments used in the preparation of our financial statements. For more information regarding
our critical accounting policies, see “NOTE 2—ACCOUNTING POLICIES” of the Notes to Consolidated Financial
Statements included in Part II, Item 8 of this Annual Report on Form 10-K.
Principles of Consolidation
The Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K 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.
Accounting for Real Estate Acquisitions
When we acquire real estate, we first make reasonable judgments about whether the transaction involves an asset or a
business. Our real estate acquisitions are generally accounted for as asset acquisitions as substantially all of the fair value of
the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. Regardless of
whether an acquisition is considered a business combination or an asset acquisition, we record the cost of the businesses or
assets acquired as tangible and intangible assets and liabilities based upon their estimated fair values as of the acquisition date.
We estimate the fair value of buildings acquired on an as-if-vacant basis or replacement cost basis and depreciate the
building value over the estimated remaining life of the building, generally not to exceed 35 years. We determine the fair value
of other fixed assets, such as site improvements and furniture, fixtures and equipment, based upon the replacement cost and
depreciate such value over the assets’ estimated remaining useful lives as determined at the applicable acquisition date. We
determine the value of land either by considering the sales prices of similar properties in recent transactions or based on
internal analyses of recently acquired and existing comparable properties within our portfolio. We generally determine the
value of construction in progress based upon the replacement cost. However, for certain acquired properties that are part of a
ground-up development, we determine fair value by using the same valuation approach as for all other properties and deducting
the estimated cost to complete the development. During the remaining construction period, we capitalize project costs until the
development has reached substantial completion. Construction in progress, including capitalized interest, is not depreciated
until the development has reached substantial completion.
Intangibles primarily include the value of in-place leases and acquired lease contracts. We include all lease-related
intangible assets and liabilities within acquired lease intangibles and accounts payable and other liabilities, respectively, on our
Consolidated Balance Sheets.
The fair value of acquired lease-related intangibles, if any, reflects: (i) the estimated value of any above and/or below
market leases, determined by discounting the difference between the estimated market rent and in-place lease rent; and (ii) the
estimated value of in-place leases related to the cost to obtain tenants, including leasing commissions, and an estimated value of
the absorption period to reflect the value of the rent and recovery costs foregone during a reasonable lease-up period as if the
40
acquired space was vacant. We amortize any acquired lease-related intangibles to revenue or amortization expense over the
remaining life of the associated lease plus any assumed bargain renewal periods. If a lease is terminated prior to its stated
expiration or not renewed upon expiration, we recognize all unamortized amounts of lease-related intangibles associated with
that lease in operations at that time.
We estimate the fair value of purchase option intangible assets and liabilities, if any, by discounting the difference
between the applicable property’s acquisition date fair value and an estimate of its future option price. We do not amortize the
resulting intangible asset or liability over the term of the lease, but rather adjust the recognized value of the asset or liability
upon sale.
In connection with an acquisition, we may assume rights and obligations under certain lease agreements pursuant to
which we become the lessee of a given property. We generally assume the lease classification previously determined by the
prior lessee absent a modification in the assumed lease agreement. We assess assumed operating leases, including ground
leases, to determine whether the lease terms are favorable or unfavorable to us given current market conditions on the
acquisition date. To the extent the lease terms are favorable or unfavorable to us relative to market conditions on the
acquisition date, we recognize an intangible asset or liability at fair value and amortize that asset or liability to interest or rental
expense in our Consolidated Statements of Income over the applicable lease term. Where we are the lessee, we record the
acquisition date values of leases, including any above or below market value, within operating lease assets and operating lease
liabilities on our Consolidated Balance Sheets.
We estimate the fair value of noncontrolling interests assumed consistent with the manner in which we value all of the
underlying assets and liabilities.
We calculate the fair value of long-term assumed debt by discounting the remaining contractual cash flows on each
instrument at the current market rate for those borrowings, which we approximate based on the rate at which we would expect
to incur a replacement instrument on the date of acquisition, and recognize any fair value adjustments related to long-term debt
as effective yield adjustments over the remaining term of the instrument.
Impairment of Long-Lived and Intangible 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 real
estate 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.
Estimates of fair value used in our evaluation of investments in real estate are based upon discounted future cash flow
projections, if necessary, or other acceptable valuation techniques that are based, in turn, upon all available evidence including
level three inputs, such as revenue and expense growth rates, estimates of future cash flows, capitalization rates, discount rates,
general economic conditions and trends, or other available market data. Our ability to accurately predict future operating
results and cash flows and to estimate and determine fair values impacts the timing and recognition of impairments. While we
believe our assumptions are reasonable, changes in these assumptions may have a material impact on our financial results.
Revenue Recognition
We recognize rental revenues under our leases on a straight-line basis over the applicable lease term when
collectability of substantially all rents is probable. 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 not probable that we will be able 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.
Federal Income Tax
We have elected to be treated as a REIT under the applicable provisions of the Internal Revenue Code of 1986, as
amended (the “Code”), for every year beginning with the year ended December 31, 1999. Accordingly, we generally are not
41
subject to federal income tax on net income that we distribute to our stockholders, provided that we continue to qualify as a
REIT. However, with respect to certain of our subsidiaries that have elected to be treated as taxable REIT subsidiaries (“TRS”
or “TRS entities”), we record income tax expense or benefit, as those entities are subject to federal income tax similar to
regular corporations. Certain foreign subsidiaries are subject to foreign income tax, although they did not elect to be treated as
TRSs.
We account for deferred income taxes using the asset and liability method and recognize deferred tax assets and
liabilities for the expected future tax consequences of events that have been included in our financial statements or tax returns.
Under this method, we determine deferred tax assets and liabilities based on the differences between the financial reporting and
tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.
Any increase or decrease in the deferred tax liability that results from a change in circumstances, and that causes us to change
our judgment about expected future tax consequences of events, is included in the tax provision when such changes occur.
Deferred income taxes also reflect the impact of operating loss and tax credit carryforwards. A valuation allowance is provided
if we believe it is more likely than not that all or some portion of the deferred tax asset will not be realized. Any increase or
decrease in the valuation allowance that results from a change in circumstances, and that causes us to change our judgment
about the realizability of the related deferred tax asset, is included in the tax provision when such changes occur.
We recognize the tax benefit from an uncertain tax position claimed or expected to be claimed on a tax return only if it
is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits
of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest
benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. We recognize interest and
penalties, if applicable, related to uncertain tax positions as part of income tax benefit or expense.
Recently Issued or Adopted Accounting Standards
We adopted ASC Topic 842, Leases (“ASC 842”) on January 1, 2019, which introduced 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 had 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.
42
Results of Operations
As of December 31, 2019, we operated through three reportable business segments: triple-net leased properties, senior
living operations and office operations. In our triple-net leased properties segment, we invest in and own seniors housing and
healthcare properties throughout the United States and the United Kingdom and lease those properties to healthcare operating
companies under “triple-net” or “absolute-net” leases that obligate the tenants to pay all property-related expenses. In our
senior living operations segment, we invest in seniors housing communities throughout the United States and Canada and
engage independent operators, such as Atria 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 net operating income
(“NOI”) and related measures. For further information regarding our business segments and a discussion of our definition of
segment NOI, see “NOTE 19—SEGMENT INFORMATION” of the Notes to Consolidated Financial Statements included in
Part II, Item 8 of this Annual Report on Form 10-K. See “Non-GAAP Financial Measures” included elsewhere in this Annual
Report on Form 10-K for additional disclosure and reconciliations of net income attributable to common stockholders, as
computed in accordance with GAAP, to NOI.
43
Years Ended December 31, 2019 and 2018
The table below shows our results of operations for the years ended December 31, 2019 and 2018 and the effect of
changes in those results from period to period on our net income attributable to common stockholders.
For the Years Ended
December 31,
Increase (Decrease) to Net Income
2019
2018
$
%
(Dollars in thousands)
Segment NOI:
Triple-net leased properties
Senior living operations
Office operations
All other
Total segment NOI
Interest and other income
Interest expense
Depreciation and amortization
General, administrative and professional fees
Loss on extinguishment of debt, net
Merger-related expenses and deal costs
Other
Income before unconsolidated entities, real estate
dispositions, income taxes, discontinued operations
and noncontrolling interests
Loss from unconsolidated entities
Gain on real estate dispositions
Income tax benefit
Income from continuing operations
Discontinued operations
Net income
Net income attributable to noncontrolling interests
$
754,337
$
740,318
$
630,135
574,157
92,610
623,276
538,506
127,520
2,051,239
2,029,620
10,984
(451,662)
(1,045,620)
(165,996)
(41,900)
(15,235)
17,609
359,419
(2,454)
26,022
56,310
439,297
—
439,297
6,281
24,892
(442,497)
(919,639)
(151,982)
(58,254)
(30,547)
(66,768)
384,825
(55,034)
46,247
39,953
415,991
(10)
415,981
6,514
Net income attributable to common stockholders
$
433,016
$
409,467
nm—not meaningful
Segment NOI—Triple-Net Leased Properties
14,019
6,859
35,651
(34,910)
21,619
(13,908)
(9,165)
(125,981)
(14,014)
16,354
15,312
84,377
(25,406)
52,580
(20,225)
16,357
23,306
10
23,316
233
23,549
1.9%
1.1
6.6
(27.4)
1.1
(55.9)
(2.1)
(13.7)
(9.2)
28.1
50.1
nm
(6.6)
95.5
(43.7)
40.9
5.6
nm
5.6
3.6
5.8
The following table summarizes results of operations in our triple-net leased properties reportable business segment,
including assets sold or classified as held for sale as of December 31, 2019, but excluding assets whose operations were
classified as discontinued operations:
Segment NOI—Triple-Net Leased Properties:
Rental income
Other services revenue
Less: Property-level operating expenses
Segment NOI
nm—not meaningful
$
$
44
For the Years Ended
December 31,
Increase (Decrease) to Segment NOI
2019
2018
$
%
(Dollars in thousands)
780,898
$
737,796
$
—
(26,561)
754,337
2,522
—
$
740,318
43,102
(2,522)
(26,561)
14,019
5.8%
nm
nm
1.9
In our triple-net leased properties reportable business segment, our revenues generally consist of fixed rental amounts
(subject to annual contractual escalations) received from our tenants in accordance with the applicable lease terms.
Pursuant to our adoption of ASC 842 on January 1, 2019, we now report revenues and property-level operating
expenses within our triple-net leased properties reportable business segment for real estate tax and insurance expenses that are
paid from escrows collected from our tenants. For further information regarding our adoption of ASC 842, see “NOTE 2—
ACCOUNTING POLICIES” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual
Report on Form 10-K.
Triple-net leased properties segment NOI increased in 2019 over the prior year primarily due to the second quarter
2018 non-cash expense of $21.3 million related to the Brookdale Senior Living lease extensions and net increases in rent,
partially offset by fewer assets in the portfolio due to dispositions and operator transitions of seniors housing communities from
triple-net leased properties to senior living operations.
Occupancy rates may affect the profitability of our tenants’ operations. The following table sets forth average
continuing occupancy rates related to the triple-net leased properties we owned at December 31, 2019 for the trailing 12 months
ended September 30, 2019 (which is the most recent information available to us from our tenants) and average continuing
occupancy rates related to the triple-net leased properties we owned at December 31, 2018 for the 12 months ended September
30, 2018. The table excludes non-stabilized properties, properties owned through investments in unconsolidated entities,
certain properties for which we do not receive occupancy information and properties acquired or properties that transitioned
operators for which we do not have a full four quarters of occupancy results.
Seniors housing communities
Skilled nursing facilities (“SNFs”)
IRFs and LTACs
Number of
Properties at
December 31,
2019
Average Occupancy
for the Trailing 12
Months Ended
September 30, 2019
Number of
Properties at
December 31,
2018
Average Occupancy
for the Trailing 12
Months Ended
September 30, 2018
326
16
36
86.0%
87.3
53.6
361
17
36
85.0%
85.2
56.5
The following table compares results of operations for our 393 same-store triple-net leased properties. See “Non-
GAAP Financial Measures—NOI” included elsewhere in this Annual Report on Form 10-K for additional disclosure regarding
same-store NOI.
Same-Store Segment NOI—Triple-Net Leased
Properties:
Rental income
Less: Property-level operating expenses
Segment NOI
nm—not meaningful
For the Years Ended
December 31,
Increase (Decrease) to Segment NOI
2019
2018
$
%
(Dollars in thousands)
$
$
749,561
(25,180)
724,381
$
$
688,914
$
—
688,914
60,647
(25,180)
35,467
8.8%
nm
5.1
The increase in our same-store triple-net leased properties rental income in 2019 over the prior year is attributable
primarily to the second quarter 2018 non-cash expense of $21.3 million related to the Brookdale Senior Living lease extensions
and net increases in rent.
45
Segment NOI—Senior Living Operations
The following table summarizes results of operations in our senior living operations reportable business segment,
including assets sold or classified as held for sale as of December 31, 2019, but excluding assets whose operations were
classified as discontinued operations:
Segment NOI—Senior Living Operations:
Resident fees and services
Less: Property-level operating expenses
Segment NOI
For the Years Ended
December 31,
Increase (Decrease) to Segment NOI
2019
2018
$
%
(Dollars in thousands)
$
$
2,151,533
(1,521,398)
630,135
$
$
2,069,477
(1,446,201)
623,276
$
82,056
(75,197)
6,859
4.0%
(5.2)
1.1
Number of
Properties at
December 31,
Average Unit
Occupancy
for the Years Ended
December 31,
Average Monthly Revenue Per
Occupied Room for
the Years Ended
December 31,
2019
2018
2019
2018
2019
2018
Total communities
401
355
86.6%
87.0% $
5,451
$
5,699
Resident fees and services include all amounts earned from residents at our seniors housing communities, such as
rental fees related to resident leases, extended health care fees and other ancillary service income. Property-level operating
expenses related to our senior living operations segment include labor, food, utilities, marketing, management and other costs
of operating the properties.
The increase in our senior living operations segment NOI in 2019 over the prior year is attributable primarily to the
acquisition of 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”), partially offset by
decreases in occupancy and increases in property-level operating expenses.
The following table compares results of operations for our 340 same-store senior living operating communities.
Same-Store Segment NOI—Senior Living Operations:
Resident fees and services
Less: Property-level operating expenses
Segment NOI
nm—not meaningful
For the Years Ended
December 31,
Increase (Decrease) to Segment NOI
2019
2018
$
%
(Dollars in thousands)
$
$
1,990,057
(1,401,208)
588,849
$
$
1,989,104
(1,376,142)
612,962
$
953
(25,066)
(24,113)
nm
(1.8)
(3.9)
Number of
Properties at
December 31,
Average Unit
Occupancy
for the Years Ended
December 31,
Average Monthly Revenue Per
Occupied Room for
the Years Ended
December 31,
2019
2018
2019
2018
2019
2018
Same-store communities
340
340
86.5%
87.2% $
5,787
$
5,733
The decrease in our same-store senior living operations segment NOI was primarily attributable to increases in
property-level operating expenses and decreases in occupancy.
Effective January 1, 2020, we amended the same-store definition for our senior living operations segment in order to
better align with industry practice. Going forward, among other changes, redevelopments in our senior living operations
46
segment that are considered materially disruptive will be excluded from the same-store pool until they meet the definition for
subsequent inclusion. If this policy had been in place for 2019, same-store senior living operations results would have been
based on same-store communities of 334 while the year-over-year change in same-store segment NOI would have remained
substantially unchanged at (3.9%).
Segment NOI—Office Operations
The following table summarizes results of operations in our office operations reportable business segment, including
assets sold or classified as held for sale as of December 31, 2019, but excluding assets whose operations were classified as
discontinued operations:
Segment NOI—Office Operations:
Rental income
Office building services revenue
Total revenues
Less:
Property-level operating expenses
Office building services costs
Segment NOI
For the Years Ended
December 31,
Increase (Decrease) to Segment NOI
2019
2018
$
%
(Dollars in thousands)
$
828,978
$
776,011
$
52,967
7,747
836,725
7,592
783,603
(260,249)
(243,679)
(2,319)
(1,418)
$
574,157
$
538,506
155
53,122
(16,570)
(901)
35,651
6.8%
2.0
6.8
(6.8)
(63.5)
6.6
Number of
Properties at
December 31,
Occupancy at
December 31,
Annualized Average Rent
Per Occupied Square Foot
for the Years Ended
December 31,
2019
2018
2019
2018
2019
2018
Total office buildings
382
387
90.3%
90.1% $
34
$
32
The increase in our office operations segment NOI in 2019 over the prior year is attributable primarily to 2019
increases in occupancy and 2018 and 2019 acquisitions and openings of new buildings, partially offset by dispositions.
The following table compares results of operations for our 353 same-store office buildings.
For the Years Ended
December 31,
Increase (Decrease) to Segment NOI
2019
2018
$
%
(Dollars in thousands)
Same-Store Segment NOI—Office Operations:
Rental income
Less: Property-level operating expenses
Segment NOI
$
$
723,229
(224,072)
499,157
$
$
$
709,714
(218,272)
491,442
13,515
(5,800)
7,715
1.9%
(2.7)
1.6
Number of
Properties at
December 31,
Occupancy at
December 31,
Annualized Average Rent
Per Occupied Square Foot
for the Years Ended
December 31,
2019
2018
2019
2018
2019
2018
Same-store office buildings
353
353
92.1%
91.9% $
33
$
32
The increase in our same-store office operations segment NOI in 2019 over the prior year is attributable primarily to
increases in occupancy.
47
All Other
Information provided for all other segment NOI includes income from loans and investments and other miscellaneous
income not directly attributable to any of our three reportable business segments. The $34.9 million decrease in all other
segment NOI in 2019 over the prior year is primarily due to reduced income related to the $700.0 million term loan that we
made to Ardent in March 2017, which was fully repaid in June 2018, partially offset by increased 2019 investment activity. See
“NOTE 6—LOANS RECEIVABLE AND INVESTMENTS” of the Notes to Consolidated Financial Statements included in
Part II, Item 8 of this Annual Report on Form 10-K.
Interest and other income
The $13.9 million decrease in interest and other income in 2019 over the prior year is primarily due to a $12.3 million
fee received in the third quarter of 2018 related to certain 2018 Kindred transactions. See “NOTE 3-CONCENTRATION OF
CREDIT RISK” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on
Form 10-K.
Interest Expense
The $9.2 million increase in total interest expense in 2019 over the prior year is primarily attributable to an increase of
$17.9 million due to higher debt balances and decreased capitalized interest, partially offset by a decrease of $10.7 million due
to a lower effective interest rate. Our weighted average effective interest rate was 3.8% for 2019, compared to 3.9% for 2018.
Capitalized interest for 2019 and 2018 was $9.0 million and $10.9 million, respectively.
Depreciation and Amortization
Depreciation and amortization expense related to continuing operations increased during 2019 compared to 2018,
primarily due to real estate impairments and asset acquisitions, net of dispositions.
Loss on Extinguishment of Debt, Net
The loss on extinguishment of debt, net in 2019 was due primarily to the redemption and repayment of $600.0 million
aggregate principal amounts then outstanding of our 4.25% senior notes due 2022. The loss on extinguishment of debt, net in
2018 was due primarily to the redemption and repayment of $1.3 billion aggregate principal amounts then outstanding of our
4.00% senior notes due 2019 and our 4.75% senior notes due 2021.
Merger-Related Expenses and Deal Costs
The $15.3 million decrease in merger-related expenses and deal costs in 2019 over the prior year was due primarily to
costs associated with the 2018 transition of the management of 76 private pay seniors housing communities to Eclipse Senior
Living.
Other
The $84.4 million change in other for 2019 over 2018 is primarily due to 2019 property insurance recoveries related to
natural disasters in addition to 2018 impairments and expenses related to natural disasters.
Loss from Unconsolidated Entities
The $52.6 million decrease in loss from unconsolidated entities for 2019 over 2018 is primarily due to our share of
improved financial results from our unconsolidated entities in 2019 and a $35.7 million impairment in 2018 relating to the
carrying costs of one of our equity method investments consisting principally of SNFs.
Gain on Real Estate Dispositions
The $20.2 million decrease in gain on real estate dispositions for 2019 over 2018 is due primarily to higher disposition
activity in 2018.
48
Income Tax Benefit
The $16.4 million increase in income tax benefit related to continuing operations for 2019 over 2018 is primarily due
to a $57.6 million reversal of valuation allowances recorded against the net deferred tax assets of certain of our taxable REIT
subsidiaries in the second quarter of 2019, partially offset by the reversal of a valuation allowance on deferred interest
carryforwards in the fourth quarter of 2018. The $23.3 million valuation allowance reversal recorded in 2018 was an
adjustment to the provisional amount recorded in the prior year related to enactment of the Tax Cuts and Jobs Act of 2017 and
was made based upon additional guidance issued by the Internal Revenue Service subsequent to enactment.
Years Ended December 31, 2018 and 2017
Our Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on February 8, 2019,
contains information regarding our results of operations for the years ended December 31, 2018 and 2017 and the effect of
changes in those results from period to period on our net income attributable to common stockholders.
Non-GAAP Financial Measures
We consider certain non-GAAP financial measures to be useful supplemental measures of our operating performance.
A non-GAAP financial measure is a measure of historical or future financial performance, financial position or cash flows that
excludes or includes amounts that are not so excluded from or included in the most directly comparable measure calculated and
presented in accordance with GAAP. Described below are the non-GAAP financial measures used by management to evaluate
our operating performance and that we consider most useful to investors, together with reconciliations of these measures to the
most directly comparable GAAP measures.
The non-GAAP financial measures we present in this Annual Report on Form 10-K may not be comparable to those
presented by other real estate companies due to the fact that not all real estate companies use the same definitions. You should
not consider these measures as alternatives to net income attributable to common stockholders (determined in accordance with
GAAP) as indicators of our financial performance or as alternatives to cash flow from operating activities (determined in
accordance with GAAP) as measures of our liquidity, nor are these measures necessarily indicative of sufficient cash flow to
fund all of our needs. In order to facilitate a clear understanding of our consolidated historical operating results, you should
examine these measures in conjunction with net income attributable to common stockholders as presented in our Consolidated
Financial Statements and other financial data included elsewhere in this Annual Report on Form 10-K.
Funds From Operations and Normalized Funds From Operations
Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes
predictably over time. However, since real estate values historically have risen or fallen with market conditions, many industry
investors deem presentations of operating results for real estate companies that use historical cost accounting to be insufficient
by themselves. For that reason, we consider Funds From Operations (“FFO”) and normalized FFO to be appropriate
supplemental measures of operating performance of an equity REIT. In particular, we believe that normalized FFO is useful
because it allows investors, analysts and our management to compare our operating performance to the operating performance
of other real estate companies and between periods on a consistent basis without having to account for differences caused by
non-recurring items and other non-operational events such as transactions and litigation. In some cases, we provide
information about identified non-cash components of FFO and normalized FFO because it allows investors, analysts and our
management to assess the impact of those items on our financial results.
We use the National Association of Real Estate Investment Trusts (“Nareit”) definition of FFO. Nareit defines FFO as
net income attributable to common stockholders (computed in accordance with GAAP), excluding gains or losses from sales of
real estate property, including gains or losses on re-measurement of equity method investments, and impairment write-downs of
depreciable real estate, plus real estate depreciation and amortization, and after adjustments for unconsolidated partnerships and
joint ventures. Adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect FFO on the same
basis. We define normalized FFO as FFO excluding the following income and expense items (which may be recurring in
nature): (a) merger-related costs and expenses, including amortization of intangibles, transition and integration expenses, and
deal costs and expenses, including expenses and recoveries relating to acquisition lawsuits; (b) the impact of any expenses
related to asset impairment and valuation allowances, the write-off of unamortized deferred financing fees, or additional costs,
expenses, discounts, make-whole payments, penalties or premiums incurred as a result of early retirement or payment of our
debt; (c) the non-cash effect of income tax benefits or expenses, the non-cash impact of changes to our executive equity
compensation plan, derivative transactions that have non-cash mark-to-market impacts on our Consolidated Statements of
Income and non-cash charges related to lease terminations; (d) the financial impact of contingent consideration, severance-
49
related costs and charitable donations made to the Ventas Charitable Foundation; (e) gains and losses for non-operational
foreign currency hedge agreements and changes in the fair value of financial instruments; (f) gains and losses on non-real estate
dispositions and other unusual items related to unconsolidated entities; (g) expenses related to the re-audit and re-review in
2014 of our historical financial statements and related matters; and (h) net expenses or recoveries related to natural disasters.
The following table summarizes our FFO and normalized FFO for each of the five years ended December 31, 2019.
The decrease in normalized FFO for the year ended December 31, 2019 over the prior year is due primarily to the $12.3 million
fee received in the third quarter of 2018 related to certain 2018 Kindred transactions and 2018 loan repayments and fees.
Net income attributable to common
stockholders
Adjustments:
2019
2018
2017
2016
2015
For the Years Ended December 31,
(In thousands)
$
433,016
$
409,467
$
1,356,470
$
649,231
$
417,843
Real estate depreciation and amortization
1,039,550
913,537
881,088
891,985
887,126
Real estate depreciation related to
noncontrolling interests
Real estate depreciation related to
unconsolidated entities
(Gain) loss on real estate dispositions
related to unconsolidated entities
(Gain) loss on re-measurement of equity
interest upon acquisition, net
Impairment on equity method investment
Gain on real estate dispositions related to
noncontrolling interests
(9,762)
(6,926)
(7,565)
(7,785)
(7,906)
187
1,977
4,231
5,754
7,353
(1,263)
(875)
(1,057)
(439)
—
—
343
—
35,708
(3,027)
—
—
—
1,508
(46,247)
18
(717,273)
—
(98,203)
19
176
—
—
(18,580)
(231)
79,608
Gain on real estate dispositions
(26,022)
Discontinued operations:
Loss (gain) on real estate dispositions
Depreciation on real estate assets
—
—
—
—
—
—
1
—
FFO attributable to common stockholders
1,436,049
1,308,149
1,512,885
1,440,544
1,365,408
Adjustments:
Change in fair value of financial
instruments
Non-cash income tax benefit
Effect of the 2017 Tax Act
Loss on extinguishment of debt, net
Gain on non-real estate dispositions related
to unconsolidated entities
Merger-related expenses, deal costs and re-
audit costs
Amortization of other intangibles
Other items related to unconsolidated
entities
Non-cash impact of changes to equity plan
Non-cash charges related to lease
terminations
Natural disaster (recoveries) expenses, net
Normalized FFO attributable to common
stockholders
(78)
(58,918)
—
41,900
(18)
(18,427)
(24,618)
63,073
(41)
(22,387)
(36,539)
839
62
(34,227)
—
2,779
460
(42,384)
—
15,797
(18)
(2)
(39)
(557)
—
18,208
484
3,291
7,812
—
(25,683)
38,145
759
5,035
4,830
21,299
63,830
14,823
1,458
3,188
5,453
—
11,601
28,290
1,752
152,344
2,058
—
—
—
—
—
—
—
—
$
1,423,047
$
1,462,055
$
1,491,241
$
1,438,643
$
1,493,683
50
Adjusted EBITDA
We consider Adjusted EBITDA an important supplemental measure because it provides another manner in which to
evaluate our operating performance and serves as another indicator of our credit strength and our ability to service our debt
obligations. We define Adjusted EBITDA as consolidated earnings, which includes amounts in discontinued operations, before
interest, taxes, depreciation and amortization (including non-cash stock-based compensation expense), excluding gains or
losses on extinguishment of debt, our consolidated joint venture partners’ share of EBITDA, merger-related expenses and deal
costs, expenses related to the re-audit and re-review in 2014 of our historical financial statements, net gains or losses on real
estate activity, gains or losses on re-measurement of equity interest upon acquisition, changes in the fair value of financial
instruments, unrealized foreign currency gains or losses, net expenses or recoveries related to natural disasters and non-cash
charges related to lease terminations, and including our share of EBITDA from unconsolidated entities and adjustments for
other immaterial or identified items. The following table sets forth a reconciliation of net income attributable to common
stockholders to Adjusted EBITDA:
For the Years Ended December 31,
2019
2018
2017
(In thousands)
Net income attributable to common stockholders
$
433,016
$
409,467
$
1,356,470
Adjustments:
Interest
Loss on extinguishment of debt, net
Taxes (including amounts in general, administrative and professional
fees)
Depreciation and amortization
Non-cash stock-based compensation expense
Merger-related expenses, deal costs and re-audit costs
Net income attributable to noncontrolling interests, adjusted for
consolidated joint venture partners’ share of EBITDA
Loss from unconsolidated entities, adjusted for Ventas share of EBITDA
from unconsolidated entities
Gain on real estate dispositions
Unrealized foreign currency (gains) losses
Changes in fair value of financial instruments
Gain on re-measurement of equity interest upon acquisition, net
Non-cash charges related to lease terminations
Natural disaster (recoveries) expenses, net
Adjusted EBITDA
NOI
451,662
41,900
(52,677)
1,045,620
33,923
15,246
442,497
58,254
(37,230)
919,639
29,963
33,608
448,196
754
(57,307)
887,948
26,543
12,653
(16,396)
(10,420)
(12,975)
32,462
(26,022)
(1,061)
(104)
—
—
(25,981)
1,931,588
$
86,278
(46,247)
138
(54)
—
21,299
54,684
32,219
(717,273)
(612)
(61)
(3,027)
—
11,601
$
1,961,876
$
1,985,129
We also consider NOI an important supplemental measure because it allows investors, analysts and our management
to assess our unlevered property-level operating results and to compare our operating results with those of other real estate
companies and between periods on a consistent basis. We define NOI as total revenues, less interest and other income,
property-level operating expenses and office building services costs. Cash receipts may differ due to straight-line recognition
51
of certain rental income and the application of other GAAP policies. The following table sets forth a reconciliation of net
income attributable to common stockholders to NOI:
Net income attributable to common stockholders
$
433,016
$
409,467
$
1,356,470
For the Years Ended December 31,
2019
2018
2017
(In thousands)
Adjustments:
Interest and other income
Interest
Depreciation and amortization
General, administrative and professional fees
Loss on extinguishment of debt, net
Merger-related expenses and deal costs
Discontinued operations
Other
Net income attributable to noncontrolling interests
Loss from unconsolidated entities
Income tax benefit
Gain on real estate dispositions
NOI
(10,984)
451,662
1,045,620
165,996
41,900
15,235
—
(17,609)
6,281
(24,892)
442,497
919,639
151,982
58,254
30,547
10
66,768
6,514
(6,034)
448,196
887,948
135,490
754
10,535
110
20,052
4,642
2,454
(56,310)
(26,022)
2,051,239
$
55,034
(39,953)
(46,247)
2,029,620
$
561
(59,799)
(717,273)
2,081,652
$
See “Results of Operations” for discussions regarding both segment NOI and same-store segment NOI. We define
same-store as properties owned, consolidated and operational for the full period in both comparison periods and are not
otherwise excluded; provided, however, that we may include selected properties that otherwise meet the same-store criteria if
they are included in substantially all of, but not a full, period for one or both of the comparison periods, and in our judgment
such inclusion provides a more meaningful presentation of our portfolio performance. Same-store excludes: (i) properties sold
or classified as held for sale or properties whose operations were classified as discontinued operations in accordance with
GAAP; (ii) for properties included in our office operations reportable business segment, those properties for which
management has an intention to institute a redevelopment plan because the properties may require major property-level
expenditures to maximize value, increase NOI, maintain a market-competitive position and/or achieve property stabilization;
and (iii) for other assets, those properties (A) that have transitioned operators or business models after the start of the prior
comparison period or (B) for which an operator or business model transition has been scheduled after the start of the prior
comparison period. Newly-developed properties in the office operations and triple-net leased properties reportable business
segments will be included in same-store if in service for the full period in both periods presented. To eliminate the impact of
exchange rate movements, all same-store NOI measures assume constant exchange rates across comparable periods, using the
following methodology: the current period’s results are shown in actual reported USD, while prior comparison period’s results
are adjusted and converted to USD based on the average exchange rate for the current period.
Asset/Liability Management
Asset/liability management, a key element of enterprise risk management, is designed to support the achievement of
our business strategy, while ensuring that we maintain appropriate and tolerable levels of market risk (primarily interest rate
risk and foreign currency exchange risk) and credit risk. Effective management of these risks is a contributing factor to the
absolute levels and variability of our FFO and net worth. The following discussion addresses our integrated management of
assets and liabilities, including the use of derivative financial instruments.
Market Risk
We are exposed to market risk related to changes in interest rates with respect to borrowings under our unsecured
revolving credit facility and our unsecured term loans, certain of our mortgage loans that are floating rate obligations, mortgage
loans receivable that bear interest at floating rates and available for sale securities. These market risks result primarily from
changes in LIBOR rates or prime rates. To manage these risks, we continuously monitor our level of floating rate debt with
respect to total debt and other factors, including our assessment of current and future economic conditions.
52
The table below sets forth certain information with respect to our debt, excluding premiums and discounts.
Balance:
Fixed rate:
Senior notes
Unsecured term loans
Secured revolving construction credit facility
Mortgage loans and other(1)
Variable rate:
Senior notes
Unsecured revolving credit facility
Unsecured term loans
Commercial paper notes
Secured revolving construction credit facility
Mortgage loans and other(1)
Total
Percent of total debt:
Fixed rate:
Senior notes
Unsecured term loans
Secured revolving construction credit facility
Mortgage loans and other(1)
Variable rate:
Senior notes
Unsecured revolving credit facility
Unsecured term loans
Commercial paper notes
Secured revolving construction credit facility
Mortgage loans and other(1)
Total
Weighted average interest rate at end of period:
Fixed rate:
Senior notes
Unsecured term loans
Secured revolving construction credit facility
Mortgage loans and other(1)
Variable rate:
Senior notes
Unsecured revolving credit facility
Unsecured term loans
Commercial paper notes
Secured revolving construction credit facility
Mortgage loans and other(1)
As of December 31,
2019
2018
2017
(Dollars in thousands)
$
8,584,056
$
7,945,598
$
8,218,369
200,000
160,492
1,325,854
231,018
120,787
385,030
567,450
—
400,000
—
200,000
—
698,136
1,010,517
—
765,919
500,000
—
90,488
400,000
535,832
700,000
—
2,868
671,115
$ 12,245,802
429,561
$ 10,829,702
298,047
$ 11,365,633
70.1%
1.6
1.3
10.8
1.9
1.0
3.1
4.7
—
5.5
73.4%
72.3%
3.7
—
6.4
—
7.1
4.6
—
0.8
4.0
1.8
—
8.9
3.5
4.7
6.2
—
0.0
2.6
100.0%
100.0%
100.0%
3.7%
3.8%
3.7%
2.0
4.5
3.7
2.5
2.4
2.9
2.0
—
3.4
2.8
—
4.4
—
3.2
3.3
—
4.1
3.4
2.1
—
5.2
2.3
2.3
2.3
—
3.1
2.9
Total
3.6
(1) Excludes mortgage debt of $57.4 million related to real estate assets classified as held for sale as of December 31, 2017
3.5
3.7
which was included in liabilities related to assets held for sale on our Consolidated Balance Sheet.
53
The variable rate debt in the table above reflects, in part, the effect of $147.8 million notional amount of interest rate
swaps with maturities ranging from March 2022 to May 2022, in each case that effectively convert fixed rate debt to variable
rate debt. In addition, the fixed rate debt in the table above reflects, in part, the effect of $505.1 million and C$119.8 million
notional amount of interest rate swaps with maturities ranging from August 2020 to December 2029, in each case that
effectively convert variable rate debt to fixed rate debt. See “NOTE 10—SENIOR NOTES PAYABLE AND OTHER DEBT”
of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.
The increase in our outstanding variable rate debt at December 31, 2019 compared to December 31, 2018 is primarily
attributable to the assumption of mortgage debt related to the LGM Acquisition and our November 2019 issuance of floating
rate senior notes.
Assuming a 100 basis point increase in the weighted average interest rate related to our variable rate debt and
assuming no change in our variable rate debt outstanding as of December 31, 2019, interest expense on an annualized basis
would increase by approximately $19.2 million, or $0.05 per diluted common share.
As of December 31, 2019 and 2018, our joint venture partners’ aggregate share of total debt was $228.2 million and
$100.9 million, respectively, with respect to certain properties we owned through consolidated joint ventures. Total debt does
not include our portion of debt related to investments in unconsolidated entities, which was $60.6 million and $40.8 million as
of December 31, 2019 and 2018, respectively.
The fair value of our fixed and variable rate debt is based on current interest rates at which we could obtain similar
borrowings. For fixed rate debt, interest rate fluctuations generally affect the fair value, but not our earnings or cash flows.
Therefore, interest rate risk does not have a significant impact on our fixed rate debt obligations until their maturity or earlier
prepayment and refinancing. If interest rates have risen at the time we seek to refinance our fixed rate debt, whether at maturity
or otherwise, our future earnings and cash flows could be adversely affected by additional borrowing costs. Conversely, lower
interest rates at the time of refinancing may reduce our overall borrowing costs.
To highlight the sensitivity of our fixed rate debt to changes in interest rates, the following summary shows the effects
of a hypothetical instantaneous change of 100 basis points in interest rates:
Gross book value
Fair value
Fair value reflecting change in interest rates:
-100 basis points
+100 basis points
As of December 31,
2019
2018
(In thousands)
10,270,402
$
9,043,734
10,784,441
8,926,280
11,438,507
10,196,943
9,574,799
8,568,149
The change in fair value of our fixed rate debt from December 31, 2018 to December 31, 2019 was due primarily to
2019 senior note issuances, net of repayments, and the assumption of mortgage debt related to the LGM Acquisition.
As of December 31, 2019 and 2018, the fair value of our secured and non-mortgage loans receivable, based on our
estimates of currently prevailing rates for comparable loans, was $710.5 million and $479.4 million, respectively. See “NOTE
6—LOANS RECEIVABLE AND INVESTMENTS” and “NOTE 11—FAIR VALUES OF FINANCIAL INSTRUMENTS” of
the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.
As a result of our Canadian and United Kingdom operations, we are subject to fluctuations in certain foreign currency
exchange rates that may, from time to time, affect our financial condition and operating performance. Based solely on our
results for the year ended December 31, 2019 (including the impact of existing hedging arrangements), if the value of the U.S.
dollar relative to the British pound and Canadian dollar were to increase or decrease by one standard deviation compared to the
average exchange rate during the year, our normalized FFO per share for the year ended December 31, 2019 would decrease or
increase, as applicable, by less than $0.01 per share or 0.1%. We will continue to mitigate these risks through a layered
approach to hedging looking out for the next year and continual assessment of our foreign operational capital structure.
Nevertheless, we cannot assure you that any such fluctuations will not have an effect on our earnings.
54
Concentration and Credit Risk
We use concentration ratios to identify, understand and evaluate the potential impact of economic downturns and other
adverse events that may affect our asset types, geographic locations, business models, and tenants, operators and managers. We
evaluate concentration risk in terms of investment mix and operations mix. Investment mix measures the percentage of our
investments that is concentrated in a specific asset type or that is operated or managed by a particular tenant, operator or
manager. Operations mix measures the percentage of our operating results that is attributed to a particular tenant, operator or
manager, geographic location or business model. The following tables reflect our concentration risk as of the dates and for the
periods presented:
Investment mix by asset type(1):
Seniors housing communities
MOBs
Research and innovation centers
Health systems
IRFs and LTACs
SNFs
Secured loans receivable and investments, net
Investment mix by tenant, operator and manager(1):
Atria
Sunrise
Brookdale Senior Living
Ardent
Kindred
All other
As of
December 31,
2019
2018
62.2%
19.3
61.6%
20.4
8.7
5.1
1.6
0.7
2.4
20.4%
10.3
7.7
4.7
1.0
55.9
8.1
5.6
1.7
0.8
1.8
22.1%
11.0
8.4
5.2
1.1
52.2
(1) Ratios are based on the gross book value of consolidated real estate investments (excluding properties classified as held for
sale) as of each reporting date.
55
Operations mix by tenant and operator and business model:
Revenues(1):
Senior living operations
Brookdale Senior Living(2)
Ardent
Kindred
All others
Adjusted EBITDA:
Senior living operations
Brookdale Senior Living(2)
Ardent
Kindred
All others
NOI:
Senior living operations
Brookdale Senior Living(2)
Ardent
Kindred
All others
Operations mix by geographic location(3):
California
New York
Texas
Pennsylvania
Florida
All others
For the Years Ended December 31,
2019
2018
2017
55.8%
55.3%
51.6%
4.7
3.1
3.3
33.1
4.3
3.1
3.5
33.8
4.7
3.1
4.7
35.9
32.5%
31.3%
28.7%
8.1
5.4
5.8
48.2
6.7
5.1
5.6
51.3
7.6
5.1
7.7
50.9
31.1%
30.7%
28.5%
8.7
5.8
6.3
48.1
7.6
5.7
6.4
49.6
8.0
5.3
8.1
50.1
15.9%
15.7%
15.3%
8.8
6.0
4.7
4.0
60.6
8.4
6.2
4.6
4.4
60.7
8.6
5.8
4.2
4.4
61.7
(1) Total revenues include medical office building and other services revenue, revenue from loans and investments and interest
and other income (excluding amounts in discontinued operations and including amounts related to assets classified as held
for sale).
(2) Results exclude two seniors housing communities in 2019 and 2018 and one seniors housing community in 2017 included
in the senior living operations reportable business segment. 2018 results include the impact of a net non-cash charge of
$21.3 million related to April 2018 lease extensions.
(3) Ratios are based on total revenues (excluding amounts in discontinued operations and including amounts related to assets
classified as held for sale) for each period presented.
See “Non-GAAP Financial Measures” included elsewhere in this Annual Report on Form 10-K for additional
disclosure and reconciliations of net income attributable to common stockholders, as computed in accordance with GAAP, to
Adjusted EBITDA and NOI, respectively.
We derive a significant portion of our revenues by leasing assets under long-term triple-net leases in which the rental
rate is generally fixed with annual escalators, subject to certain limitations. Some of our triple-net lease escalators are
contingent upon the satisfaction of specified facility revenue parameters or based on increases in the Consumer Price Index
(“CPI”), with caps, floors or collars. We also earn revenues directly from individual residents in our seniors housing
communities that are managed by independent operators, such as Atria and Sunrise, and tenants in our office buildings. For the
year ended December 31, 2019, 60.3% of our Adjusted EBITDA (including amounts in discontinued operations) was derived
from our senior living operations and office operations, for which rental rates may fluctuate more frequently upon lease
rollovers and renewals due to shorter term leases and changing economic or market conditions.
56
The concentration of our triple-net leased properties segment revenues and operating income that are attributed to
Brookdale Senior Living, Ardent and Kindred creates credit risk. If any of 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. See “Risk Factors—Risks Arising from Our Business—Our leases and
other agreements with Brookdale Senior Living, Ardent and Kindred account for a significant portion of our revenues and
operating income; any failure, inability or unwillingness by Brookdale Senior Living, Ardent or Kindred to satisfy its
obligations under our agreements could have a Material Adverse Effect on us” included in Part I, Item 1A of this Annual Report
on Form 10-K and “NOTE 3—CONCENTRATION OF CREDIT RISK” of the Notes to Consolidated Financial Statements
included in Part II, Item 8 of this Annual Report on Form 10-K.
We regularly monitor and assess any changes in the relative credit risk of our significant tenants, and in particular
those tenants that have recourse obligations under our triple-net leases. The ratios and metrics we use to evaluate a significant
tenant’s liquidity and creditworthiness depend on facts and circumstances specific to that tenant and the industry or industries
in which it operates, including without limitation the tenant’s credit history and economic conditions related to the tenant, its
operations and the markets in which the tenant operates, that may vary over time. Among other things, we may (i) review and
analyze information regarding the real estate, seniors housing and healthcare industries generally, publicly available
information regarding the significant tenant, and information required to be provided by the tenant under the terms of its lease
agreements with us, (ii) examine monthly and/or quarterly financial statements of the significant tenant to the extent publicly
available or otherwise provided under the terms of our lease agreements, and (iii) participate in periodic discussions and in-
person meetings with representatives of the significant tenant. Using this information, we calculate multiple financial ratios
(which may, but do not necessarily, include leverage, fixed charge coverage and tangible net worth), after making certain
adjustments based on our judgment, and assess other metrics we deem relevant to an understanding of the significant tenant’s
credit risk.
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. However,
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 Atria and Sunrise to set
appropriate resident fees, to provide accurate property-level financials results in a timely manner 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. See
“Risk Factors—Risks Arising from Our Business—The properties managed by Atria and Sunrise account for a significant
portion of our revenues and operating income; adverse developments in Atria’s and Sunrise’s business and affairs or financial
condition could have a Material Adverse Effect on us” and “—We have rights to terminate our management agreements with
Atria and Sunrise in whole or with respect to specific properties under certain circumstances, and we may be unable to replace
Atria or Sunrise if our management agreements are terminated or not renewed” included in Part I, Item 1A of this Annual
Report on Form 10-K.
Our 34% ownership interests 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.
Triple-Net Lease Performance and Expirations
Any failure, inability or unwillingness by our tenants to satisfy their obligations under our triple-net leases could have
a Material Adverse Effect on us. Also, if our tenants are not able or willing to renew our triple-net leases upon expiration, we
may be unable to reposition the applicable properties on a timely basis or on the same or better economic terms, if at all.
Although our lease expirations are staggered, the non-renewal of some or all of our triple-net leases that expire in any given
year could have a Material Adverse Effect on us. During the year ended December 31, 2019, we had no triple-net lease
renewals or expirations without renewal that, in the aggregate, had a material impact on our financial condition or results of
operations for that period. See “Risk Factors—Risks Arising from Our Business—If we must replace any of our tenants or
operators, we might be unable to reposition the properties on as favorable terms, or at all, and we could be subject to delays,
limitations and expenses, which could have a Material Adverse Effect on us” included in Part I, Item IA of this Annual Report
on Form 10-K.
57
The following table summarizes our triple-net lease expirations currently scheduled to occur over the next 10 years
(excluding leases related to assets classified as held for sale as of December 31, 2019):
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
Number of
Properties
2019 Annual
Rental Income
% of 2019 Total
Triple-Net Leased
Properties Segment
Rental Income
(Dollars in thousands)
$
1
8
9
6
29
180
36
3
66
21
4,425
6,543
10,777
30,506
16,747
315,596
56,515
6,857
114,344
25,284
0.6%
0.8
1.4
3.9
2.1
40.4
7.2
0.9
14.6
3.2
Liquidity and Capital Resources
During 2019, our principal sources of liquidity were cash flows from operations, proceeds from the issuance of debt
and equity securities, borrowings under our commercial paper program, proceeds from asset sales and cash on hand.
For the next 12 months, our principal liquidity needs are to: (i) fund operating expenses; (ii) meet our debt service
requirements; (iii) repay maturing mortgage and other debt; (iv) fund acquisitions, investments and commitments and any
development and redevelopment activities; (v) fund capital expenditures; and (vi) make distributions to our stockholders and
unitholders, as required for us to continue to qualify as a REIT. We expect that these liquidity needs generally will be satisfied
by a combination of the following: cash flows from operations, cash on hand, debt assumptions and financings (including
secured financings), issuances of debt and equity securities, dispositions of assets (in whole or in part through joint venture
arrangements with third parties) and borrowings under our revolving credit facilities and commercial paper program. However,
an inability to access liquidity through multiple capital sources concurrently could have a Material Adverse Effect on us. See
“Risk Factors—Risks Arising from Our Capital Structure—Limitations on our ability to access capital could have an adverse
effect on our ability to make required payments on our debt obligations, make distributions to our stockholders or make future
investments necessary to implement our business strategy” included in Part I, Item 1A of this Annual Report on Form 10-K.
See “NOTE 10—SENIOR NOTES PAYABLE AND OTHER DEBT” of the Notes to Consolidated Financial
Statements included in Part II, Item 8 of this Annual Report on Form 10-K for further information regarding our significant
financing activities.
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 December 31, 2019. The unsecured revolving credit facility matures in 2021, but may be extended at our option
subject to the satisfaction of certain conditions for two additional periods of six months each. The unsecured revolving credit
facility also includes an accordion feature that permits us to increase our aggregate borrowing capacity thereunder to up to
$3.75 billion.
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 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 December 31, 2019, $567.5
million was outstanding under our commercial paper program.
As of December 31, 2019, $120.8 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
58
revolving credit facility in order to maintain liquidity and to support our commercial paper program. Including these internal
limits, we had $2.3 billion in available liquidity under the unsecured revolving credit facility as of December 31, 2019.
As of December 31, 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 December 31, 2019, we had a $400.0 million secured revolving construction credit facility with $160.5 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.
As of December 31, 2019, we had a C$500 million unsecured term loan facility priced at Canadian Dollar Offered
Rate (“CDOR”) plus 0.90% that matures in 2025.
Senior Notes
As of December 31, 2019, we had outstanding $7.5 billion aggregate principal amount of senior notes issued by
Ventas Realty ($500.0 million of which was co-issued by Ventas Realty’s wholly owned subsidiary, Ventas Capital
Corporation), approximately $75.2 million aggregate principal amount of senior notes issued by Nationwide Health Properties,
Inc. (“NHP”) and assumed by our subsidiary, Nationwide Health Properties, LLC (“NHP LLC”), as successor to NHP, in
connection with our acquisition of NHP, and C$1.7 billion aggregate principal amount of senior notes issued by our subsidiary,
Ventas Canada Finance Limited (“Ventas Canada”). All of the senior notes issued by Ventas Realty and Ventas Canada are
unconditionally guaranteed by Ventas, Inc.
We may, from time to time, seek to retire or purchase our outstanding senior notes for cash or in exchange for equity
securities in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will
depend on prevailing market conditions, our liquidity requirements, contractual restrictions, prospects for future access to
capital and other factors. The amounts involved may be material.
The indentures governing our outstanding senior notes require us to comply with various financial and other restrictive
covenants. We were in compliance with all of these covenants at December 31, 2019.
Mortgages
At December 31, 2019 and 2018, our consolidated aggregate principal amount of mortgage debt outstanding was $2.0
billion and $1.1 billion, of which our share was $1.8 billion and $1.0 billion, respectively.
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 Finance Limited’s senior notes.
Derivatives and Hedging
In the normal course of our business, interest rate fluctuations affect future cash flows under our variable rate debt
obligations, loans receivable and marketable debt securities, and foreign currency exchange rate fluctuations affect our
operating results. We follow established risk management policies and procedures, including the use of derivative instruments,
to mitigate the impact of these risks.
Dividends
In order to continue to qualify as a REIT, we must make annual distributions to our stockholders of at least 90% of
our REIT taxable income (excluding net capital gain). In addition, we will be subject to income tax at the regular corporate rate
to the extent we distribute less than 100% of our REIT taxable income, including any net capital gains. We intend to pay
dividends greater than 100% of our taxable income, after the use of any net operating loss carryforwards, for 2020.
We expect that our cash flows will exceed our REIT taxable income due to depreciation and other non-cash deductions
in computing REIT taxable income and that we will be able to satisfy the 90% distribution requirement. However, from time to
time, we may not have sufficient cash on hand or other liquid assets to meet this requirement or we may decide to retain cash or
59
distribute such greater amount as may be necessary to avoid income and excise taxation. If we do not have sufficient cash on
hand or other liquid assets to enable us to satisfy the 90% distribution requirement, or if we desire to retain cash, we may
borrow funds, issue additional equity securities, pay taxable stock dividends, if possible, distribute other property or securities
or engage in a transaction intended to enable us to meet the REIT distribution requirements or any combination of the
foregoing.
Capital Expenditures
The terms of our triple-net leases generally obligate our tenants to pay all capital expenditures necessary to maintain
and improve our triple-net leased properties. However, from time to time, we may fund the capital expenditures for our triple-
net leased properties through loans or advances to the tenants, which may increase the amount of rent payable with respect to
the properties in certain cases. We may also fund capital expenditures for which we may become responsible upon expiration
of our triple-net leases or in the event that our tenants are unable or unwilling to meet their obligations under those leases. We
also expect to fund capital expenditures related to our senior living operations and office operations reportable business
segments with the cash flows from the properties or through additional borrowings. We expect that these liquidity needs
generally will be satisfied by a combination of the following: cash flows from operations, cash on hand, debt assumptions and
financings (including secured financings), issuances of debt and equity securities, dispositions of assets (in whole or in part
through joint venture arrangements with third parties) and borrowings under our revolving credit facilities.
To the extent that unanticipated capital expenditure needs arise or significant borrowings are required, our liquidity
may be affected adversely. Our ability to borrow additional funds may be restricted in certain circumstances by the terms of the
instruments governing our outstanding indebtedness.
We are party to certain agreements that obligate us to develop seniors housing or healthcare properties funded through
capital that we and, in certain circumstances, our joint venture partners provide. As of December 31, 2019, we had 22
properties under development pursuant to these agreements, including four properties that are owned by unconsolidated real
estate entities. In addition, from time to time, we engage in redevelopment projects with respect to our existing seniors housing
communities to maximize the value, increase NOI, maintain a market-competitive position, achieve property stabilization or
change the primary use of the property.
Equity Offerings
From time to time, we may sell our common stock under an “at-the-market” equity offering program (“ATM
program”). In August 2018, we replaced our expired ATM program with an identical program, under which we may sell up to
an aggregate of $1.0 billion of our common stock.
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” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual
Report on Form 10-K for additional information regarding the LGM Acquisition.
During the year ended December 31, 2019, we sold 2.7 million shares of our common stock under our ATM program
for gross proceeds of $66.75 per share. As of December 31, 2019, $822.1 million of our common stock remained available for
sale under our ATM program.
For the year ended December 31, 2018, we sold no shares of our common stock under our ATM program.
60
Cash Flows
The following table sets forth our sources and uses of cash flows for the years ended December 31, 2019 and 2018:
For the Years Ended
December 31,
(Decrease) Increase
to Cash
2019
2018
$
%
(Dollars in thousands)
Cash, cash equivalents and restricted cash at beginning of
year
$
131,464
$
188,253
$
Net cash provided by operating activities
Net cash (used in) provided by investing activities
Net cash provided by (used in) financing activities
Effect of foreign currency translation
1,437,783
(1,585,299)
160,674
1,480
Cash, cash equivalents and restricted cash at end of year
$
146,102
$
1,381,467
324,496
(1,761,937)
(815)
131,464
(56,789)
56,316
(1,909,795)
1,922,611
2,295
14,638
(30.2)%
4.1
nm
nm
nm
11.1
nm—not meaningful
Cash Flows from Operating Activities
Cash flows from operating activities increased $56.3 million during the year ended December 31, 2019 over the same
period in 2018 due primarily to higher NOI in 2019 including the impact of property acquisitions and lease-up of new
developments, partially offset by asset dispositions, and lower merger-related expenses and deal costs in 2019.
Cash Flows from Investing Activities
Cash flows from investing activities decreased $1.9 billion during 2019 over 2018 primarily due to increased
acquisition and investment activity together with decreased real estate dispositions.
Cash Flows from Financing Activities
Cash flows from financing activities increased $1.9 billion during 2019 over 2018 primarily due to the 2019 issuance
of common stock and increased net borrowings in 2019.
Contractual Obligations
The following table summarizes the effect that minimum debt (which includes principal and interest payments) and
other material noncancelable commitments are expected to have on our cash flow in future periods as of December 31, 2019:
Long-term debt obligations (1) (2)
Operating obligations, including ground
lease obligations
Total
Total
Less than 1
year(3)
1 - 3 years(4)
3 - 5 years(5)
(In thousands)
More than 5
years(6)
$ 15,591,539
$
1,296,990
$
2,607,408
$
3,799,947
$
7,887,194
803,659
28,826
90,930
38,902
645,001
$ 16,395,198
$
1,325,816
$
2,698,338
$
3,838,849
$
8,532,195
(1) Amounts represent contractual amounts due, including interest.
(2)
(3)
(4)
(5)
Interest on variable rate debt based on rates as of December 31, 2019.
Includes $567.5 million of borrowings outstanding on our commercial paper program.
Includes $120.8 million of borrowings outstanding on our unsecured revolving credit facility, $160.5 million of borrowings
outstanding on our secured revolving construction credit facility, $500.0 million outstanding principal amount of our
3.25% senior notes due 2022, $231.0 million outstanding principal amount of our floating rate senior notes, Series F due
2021 and $192.5 million outstanding principal amount of our 3.30% senior notes, Series C due 2022.
Includes $200.0 million of borrowings outstanding on our unsecured term loan due 2023, $400.0 million outstanding
principal amount of our 3.125% senior notes due 2023, $400.0 million outstanding principal amount of our 3.10% senior
notes due 2023, $211.8 million outstanding principal amount of our 2.55% senior notes, Series D due 2023, $400.0 million
61
(6)
outstanding principal amount of our 3.50% senior notes due 2024, $400.0 million outstanding principal amount of our
3.75% senior notes due 2024, $462.0 million outstanding principal amount of our 2.80% senior notes, Series E due 2024
and $192.5 million outstanding principal amount of our 4.125% senior notes, Series B due 2024.
Includes $385.0 million of borrowings outstanding on our unsecured term loan due 2025 and $5.4 billion aggregate
principal amount outstanding of our senior notes maturing between 2025 and 2049. $52.4 million aggregate principal
amount outstanding of our 6.90% senior notes due 2037 are subject to repurchase, at the option of the holders, at par, on
October 1, 2027, and $22.8 million aggregate principal amount outstanding of our 6.59% senior notes due 2038 are subject
to repurchase, at the option of the holders, at par, on July 7 in each of 2023 and 2028.
As of December 31, 2019, we had $12.1 million of unrecognized tax benefits that are excluded from the table above,
as we are unable to make a reasonable reliable estimate of the period of cash settlement, if any, with the respective tax
authority.
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk
The information set forth in Part II, Item 7 of this Annual Report on Form 10-K under “Management’s Discussion and
Analysis of Financial Condition and Results of Operations—Asset/Liability Management” is incorporated by reference into
this Item 7A.
62
ITEM 8. Financial Statements and Supplementary Data
Ventas, Inc.
Index to Consolidated Financial Statements and Financial Statement Schedules
Management Report on Internal Control over Financial Reporting
Report of Independent Registered Public Accounting Firm
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting
Consolidated Balance Sheets as of December 31, 2019 and 2018
Consolidated Statements of Income for the Years Ended December 31, 2019, 2018 and 2017
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2019, 2018 and 2017
Consolidated Statements of Equity for the Years Ended December 31, 2019, 2018 and 2017
Consolidated Statements of Cash Flows for the Years Ended December 31, 2019, 2018 and 2017
Notes to Consolidated Financial Statements
Consolidated Financial Statement Schedules
Schedule II — Valuation and Qualifying Accounts
Schedule III — Real Estate and Accumulated Depreciation
Schedule IV — Mortgage Loans on Real Estate
64
65
67
69
70
71
72
73
75
122
123
158
63
MANAGEMENT REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as
defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act of 1934, as amended. This system is designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for
external purposes in accordance with U.S. GAAP. Because of its inherent limitations, internal control over financial reporting is
not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.
Management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, conducted
an assessment of the effectiveness of the Company’s internal control over financial reporting based on the criteria set forth in
Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO). Based on this assessment, management has concluded that our internal control over financial reporting was effective at
the reasonable assurance level as of December 31, 2019.
In September 2019, the Company acquired an 87% interest in 34 Canadian seniors housing communities (including five
in-process developments) valued at $1.8 billion through an equity partnership with Le Groupe Maurice (“LGM”). As permitted
under Securities and Exchange Commission guidelines, the Company excluded from the assessment of the effectiveness of its
internal control over financial reporting as of December 31, 2019, internal control over financial reporting of the operations of
these acquired assets. Total assets and total revenues related to these operations represented 0.1% and 1.7%, respectively, of the
Company’s related consolidated financial statement amounts as of and for the year ended December 31, 2019.
The effectiveness of our internal control over financial reporting as of December 31, 2019 has been audited by KPMG
LLP, an independent registered public accounting firm, as stated in their report included herein.
64
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Ventas, Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Ventas, Inc. and subsidiaries (the
Company) as of December 31, 2019 and 2018, the related consolidated statements of income,
comprehensive income, equity, and cash flows for each of the years in the three-year period ended
December 31, 2019, and the related notes and financial statement schedules II, III, and IV (collectively, the
consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all
material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of
its operations and its cash flows for each of the years in the three-year period ended December 31, 2019, in
conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2019 based
on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission, and our report dated February 21, 2020 expressed an unqualified
opinion on the effectiveness of the Company’s internal control over financial reporting.
Change in Accounting Principle
As discussed in Note 2 to the consolidated financial statements, the Company has changed its method of
accounting for leases as of January 1, 2019 due to the adoption of Financial Accounting Standards Board’s
Accounting Standards Codification (ASC) Topic 842, Leases.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility
is to express an opinion on these consolidated financial statements based on our audits. We are a public
accounting firm registered with the PCAOB and are required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are
free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess
the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and
performing procedures that respond to those risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also
included evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a
reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the
consolidated financial statements that were communicated or required to be communicated to the audit
committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of
critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a
whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the
critical audit matters or on the accounts or disclosures to which they relate.
65
Evaluation of the probability of collection for substantially all triple-net rents
As discussed in Note 2 to the consolidated financial statements, the Company assesses the probability of
collecting substantially all triple-net rents on an operator-by-operator basis. Whenever the results of that
assessment, events, or changes in circumstances indicate that the Company will be unable to collect
substantially all triple-net rents, the Company records a charge to rental income.
We identified the evaluation of the probability of collection for substantially all triple-net rents as a critical audit
matter. The assessment is subjective and required complex auditor judgment to evaluate the various inputs
and assumptions, including the financial strength of the tenant and any guarantors, and the expected
operating performance of the leased property.
The primary procedures we performed to address this critical audit matter included the following. We tested
certain internal controls over the Company’s evaluation of the relevant data inputs and assumptions in the
collectibility assessment. To assess the financial strength of the tenant and any guarantors, we identified and
evaluated the relevance, reliability, and sufficiency of the tenant and property financial information, tenant
guarantees, the existence of outstanding accounts receivable, and the remaining term of the lease in the
triple net collectibility assessment. We assessed the Company’s ability to estimate probability of collections
by testing the reliability of the Company’s historical determinations.
Evaluation of the purchase price allocation related to buildings and improvements, land, and seniors housing
in-place lease related intangibles
As discussed in Notes 2 and 4 to the consolidated financial statements, the Company acquired
approximately $2 billion of real estate during the year ended December 31, 2019. The purchase price was
allocated to the real estate assets acquired, primarily buildings and improvements, land, and seniors housing
in-place lease related intangibles on a relative fair value basis.
We identified the evaluation of the purchase price allocation related to buildings and improvements, land, and
seniors housing in-place lease related intangibles as a critical audit matter. The recorded value of investment
in real estate, specifically buildings and improvements, land, and seniors housing in-place lease related
intangibles, was sensitive to changes to the inputs and assumptions in the purchase price allocation. This
resulted in a higher degree of subjectivity and required complex auditor judgment.
The primary procedures we performed to address this critical audit matter included the following. We tested
certain internal controls over the Company’s purchase price allocation over buildings and improvements, land,
and seniors housing in-place lease related intangibles. We evaluated the Company’s inputs and assumptions
that were used to determine relative fair value by 1) identifying and considering the relevancy, reliability, and
sufficiency of the sources of data used by the Company in developing the assumptions, 2) comparing to
relevant industry market data, and 3) where relevant, performing a retrospective analysis of the assumptions
used in prior acquisitions. We involved valuation professionals with specialized skills and knowledge who
assisted in performing an assessment of the purchase price allocation to buildings and improvements, land,
and seniors housing in-place lease related intangibles, including the comparison to relevant market data.
/s/ KPMG LLP
We have served as the Company’s auditor since 2014.
Chicago, Illinois
February 21, 2020
66
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Ventas, Inc.:
Opinion on Internal Control Over Financial Reporting
We have audited Ventas, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of
December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by
the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company
maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019,
based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2019 and 2018,
and the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the
years in the three-year period ended December 31, 2019, and related notes and financial statement schedules II,
III, and IV (collectively, the consolidated financial statements), and our report dated February 21, 2020 expressed
an unqualified opinion on those consolidated financial statements.
The Company acquired an interest in certain real estate assets through an equity partnership with Le Groupe
Maurice during 2019, and management excluded from its assessment of the effectiveness of the Company’s
internal control over financial reporting as of December 31, 2019, the internal control over financial reporting of
the operations of the acquired assets (LGM Operations). Total assets and total revenues related to LGM
Operations represented 0.1% and 1.7%, respectively, of the Company’s related consolidated financial statement
amounts as of and for the year ended December 31, 2019. Our audit of internal control over financial reporting of
the Company also excluded an evaluation of the internal control over financial reporting of LGM Operations.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting
and for its assessment of the effectiveness of internal control over financial reporting, included in the
accompanying Management Report on Internal Control over Financial Reporting. Our responsibility is to
express an opinion on the Company’s internal control over financial reporting based on our audit. We are a
public accounting firm registered with the PCAOB and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether effective internal control over financial
reporting was maintained in all material respects. Our audit of internal control over financial reporting included
obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on
the assessed risk. Our audit also included performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements
in accordance with generally accepted accounting principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of management and directors of the company; and (3)
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
67
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
Chicago, Illinois
February 21, 2020
/s/ KPMG LLP
68
VENTAS, INC.
CONSOLIDATED BALANCE SHEETS
Assets
Real estate investments:
Land and improvements
Buildings and improvements
Construction in progress
Acquired lease intangibles
Operating lease assets
Accumulated depreciation and amortization
Net real estate property
Secured loans receivable and investments, net
Investments in unconsolidated real estate entities
Net real estate investments
Cash and cash equivalents
Escrow deposits and restricted cash
Goodwill
Assets held for sale
Deferred income tax assets, net
Other assets
Total assets
Liabilities and equity
Liabilities:
Senior notes payable and other debt
Accrued interest
Operating lease liabilities
Accounts payable and other liabilities
Liabilities related to assets held for sale
Deferred income tax liabilities
Total liabilities
Redeemable OP unitholder and noncontrolling interests
Commitments and contingencies
Equity:
Ventas stockholders’ equity:
Preferred stock, $1.00 par value; 10,000 shares authorized, unissued
Common stock, $0.25 par value; 600,000 shares authorized, 372,811 and 356,572 shares
issued at December 31, 2019 and 2018, respectively
Capital in excess of par value
Accumulated other comprehensive loss
Retained earnings (deficit)
Treasury stock, 2 and 0 shares at December 31, 2019 and 2018, respectively
Total Ventas stockholders’ equity
Noncontrolling interests
Total equity
Total liabilities and equity
See accompanying notes.
69
As of December 31,
2019
2018
(In thousands, except per
share amounts)
$
2,283,929
24,380,440
461,354
1,306,152
385,225
28,817,100
(7,088,013)
21,729,087
704,612
45,022
22,478,721
106,363
39,739
1,051,161
91,433
47,495
877,296
$ 24,692,208
$
2,114,406
22,437,243
422,334
1,502,955
—
26,476,938
(6,383,281)
20,093,657
495,869
48,378
20,637,904
72,277
59,187
1,050,548
5,454
—
759,185
$ 22,584,555
$ 12,158,773
111,115
251,196
1,145,700
5,463
200,831
13,873,078
273,678
$ 10,733,699
99,667
—
1,086,030
205
205,219
12,124,820
188,141
—
—
93,185
14,056,453
(34,564)
(3,669,050)
(132)
10,445,892
99,560
10,545,452
$ 24,692,208
89,125
13,076,528
(19,582)
(2,930,214)
—
10,215,857
55,737
10,271,594
$ 22,584,555
VENTAS, INC.
CONSOLIDATED STATEMENTS OF INCOME
Revenues
Rental income:
Triple-net leased
Office
Resident fees and services
Office building and other services revenue
Income from loans and investments
Interest and other income
Total revenues
Expenses
Interest
Depreciation and amortization
Property-level operating expenses:
Senior living
Office
Triple-net leased
Office building services costs
General, administrative and professional fees
Loss on extinguishment of debt, net
Merger-related expenses and deal costs
Other
Total expenses
Income before unconsolidated entities, real estate dispositions, income
taxes, discontinued operations and noncontrolling interests
Loss from unconsolidated entities
Gain on real estate dispositions
Income tax benefit
Income from continuing operations
Discontinued operations
Net income
Net income attributable to noncontrolling interests
Net income attributable to common stockholders
Earnings per common share
Basic:
Income from continuing operations
Net income attributable to common stockholders
Diluted:
Income from continuing operations
Net income attributable to common stockholders
For the Years Ended December 31,
2019
2018
2017
(In thousands, except per share
amounts)
780,898
828,978
1,609,876
2,151,533
11,156
89,201
10,984
3,872,750
451,662
1,045,620
1,521,398
260,249
26,561
1,808,208
2,319
165,996
41,900
15,235
(17,609)
3,513,331
359,419
(2,454)
26,022
56,310
439,297
—
439,297
6,281
433,016
1.20
1.18
1.19
1.17
$
$
$
$
737,796
776,011
1,513,807
2,069,477
13,416
124,218
24,892
3,745,810
442,497
919,639
1,446,201
243,679
—
1,689,880
1,418
151,982
58,254
30,547
66,768
3,360,985
384,825
(55,034)
46,247
39,953
415,991
(10)
415,981
6,514
409,467
1.17
1.15
1.16
1.14
$
$
$
$
840,131
753,467
1,593,598
1,843,232
13,677
117,608
6,034
3,574,149
448,196
887,948
1,250,065
233,007
—
1,483,072
3,391
135,490
754
10,535
20,052
2,989,438
584,711
(561)
717,273
59,799
1,361,222
(110)
1,361,112
4,642
1,356,470
3.83
3.82
3.80
3.78
$
$
$
$
See accompanying notes.
70
VENTAS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Net income
Other comprehensive (loss) income:
Foreign currency translation
Unrealized gain (loss) on available for sale securities
Derivative instruments
Total other comprehensive (loss) income
Comprehensive income
Comprehensive income attributable to noncontrolling interests
For the Years Ended December 31,
2019
2018
2017
(In thousands)
$
439,297
$
415,981
$ 1,361,112
5,729
11,634
(30,814)
(13,451)
425,846
7,649
(9,436)
14,944
10,030
15,538
20,612
(437)
2,239
22,414
431,519
1,383,526
6,514
4,642
Comprehensive income attributable to common stockholders
$
418,197
$
425,005
$ 1,378,884
See accompanying notes.
71
VENTAS, INC.
CONSOLIDATED STATEMENTS OF EQUITY
For the Years Ended December 31, 2019, 2018 and 2017
Common
Stock Par
Value
Capital in
Excess of
Par Value
Accumulated
Other
Comprehensive
Loss
Retained
Earnings
(Deficit)
Treasury
Stock
Total Ventas
Stockholders’
Equity
Non-
controlling
Interests
Total Equity
(In thousands, except per share amounts)
Balance at January 1, 2017
$
88,514
$ 12,917,002
$
(57,534) $ (2,487,695) $
(47) $ 10,460,240
$
68,513
$ 10,528,753
Net income
Other comprehensive income
Impact of CCP Spin-Off
Net change in noncontrolling interests
Dividends to common stockholders—
$3.115 per share
Issuance of common stock
Issuance of common stock for stock
plans
Change in redeemable noncontrolling
interests
Adjust redeemable OP unitholder
interests to current fair value
Redemption of OP and Class C Units
Grant of restricted stock, net of
forfeitures
—
—
—
—
—
276
87
—
—
84
68
—
—
107
(1,427)
—
72,618
21,723
(850)
253
19,845
23,786
—
1,356,470
22,414
—
—
—
—
—
—
—
—
—
—
—
—
(1,109,473)
—
—
—
—
—
—
—
—
—
—
—
553
796
—
—
3,207
(4,551)
Balance at December 31, 2017
89,029
13,053,057
(35,120)
(2,240,698)
(42)
10,866,226
1,356,470
4,642
1,361,112
22,414
107
—
—
22,414
107
(1,427)
(13,292)
(14,719)
(1,109,473)
73,447
22,606
—
—
—
(850)
6,096
(1,109,473)
73,447
22,606
5,246
253
23,136
19,303
10,932,185
415,981
15,538
(24,206)
(1,129,626)
12,909
(3,323)
(128)
21,621
30,643
—
—
—
65,959
6,514
—
—
—
—
—
—
—
6,281
1,368
36,174
—
—
—
—
—
—
—
439,297
(13,451)
23,842
(1,172,653)
942,338
71,320
(7,388)
(738)
(9,347)
638
(7,470)
(16,736)
(1,129,626)
1,318
12,909
253
23,136
19,303
409,467
15,538
(3,323)
(128)
21,621
30,643
433,016
(14,819)
(12,332)
(1,172,653)
942,338
—
—
—
—
—
252
(1,528)
—
—
—
—
—
—
—
6,587
71,320
—
—
(6,719)
(7,388)
(738)
(9,347)
10,215,857
55,737
10,271,594
Net income
Other comprehensive income
Net change in noncontrolling interests
Dividends to common stockholders—
$3.1625 per share
Issuance of common stock for stock
plans and other
Adjust redeemable OP unitholder
interests to current fair value
Redemption of OP Units
Grant of restricted stock, net of
forfeitures
Cumulative effect of change in
accounting principles
Balance at December 31, 2018
Net income
Other comprehensive (loss) income
Net change in noncontrolling interests
Dividends to common stockholders—
$3.17 per share
Issuance of common stock for stock
plans
Adjust redeemable OP unitholder
interests to current fair value
Redemption of OP Units
Grant of restricted stock, net of
forfeitures
Cumulative effect of change in
accounting principle
—
—
—
—
49
—
3
44
—
—
—
(7,470)
—
11,542
(3,323)
(383)
23,105
—
—
15,538
—
—
—
—
—
—
—
409,467
—
—
(1,129,626)
—
—
—
—
30,643
89,125
13,076,528
(19,582)
(2,930,214)
—
—
—
—
—
—
(12,332)
—
152
64,581
(7,388)
(739)
(2,706)
—
1
78
—
—
433,016
(14,819)
—
—
—
—
—
—
—
—
—
(1,172,653)
—
—
—
—
—
Issuance of common stock
3,829
938,509
—
(163)
801
—
638
Balance at December 31, 2019
$
93,185
$ 14,056,453
$
(34,564) $ (3,669,050) $
(132) $ 10,445,892
$
99,560
$ 10,545,452
See accompanying notes.
72
VENTAS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
2019
For the Years Ended December 31,
2018
(In thousands)
2017
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
$
439,297
$
415,981
$
1,361,112
Depreciation and amortization
Amortization of deferred revenue and lease intangibles, net
Other non-cash amortization
Stock-based compensation
Straight-lining of rental income
Loss on extinguishment of debt, net
Gain on real estate dispositions
Gain on real estate loan investments
Income tax benefit
Loss from unconsolidated entities
Gain on re-measurement of equity interest upon acquisition, net
Distributions from unconsolidated entities
Real estate impairments related to natural disasters
Other
Changes in operating assets and liabilities:
Increase in other assets
Increase in accrued interest
Increase (decrease) in accounts payable and other liabilities
Net cash provided by operating activities
Cash flows from investing activities:
Net investment in real estate property
Investment in loans receivable
Proceeds from real estate disposals
Proceeds from loans receivable
Development project expenditures
Capital expenditures
Distributions from unconsolidated entities
Investment in unconsolidated entities
Insurance proceeds for property damage claims
Net cash (used in) provided by investing activities
Cash flows from financing activities:
Net change in borrowings under revolving credit facilities
Net change in borrowings under commercial paper program
Proceeds from debt
Repayment of debt
Purchase of noncontrolling interests
Payment of deferred financing costs
Issuance of common stock, net
Cash distribution to common stockholders
Cash distribution to redeemable OP unitholders
Cash issued for redemption of OP Units
Contributions from noncontrolling interests
Distributions to noncontrolling interests
Proceeds from stock option exercises
Other
Net cash provided by (used in) financing activities
Net increase (decrease) in cash, cash equivalents and restricted cash
Effect of foreign currency translation
Cash, cash equivalents and restricted cash at beginning of year
Cash, cash equivalents and restricted cash at end of year
$
73
1,045,620
(7,967)
22,985
33,923
(30,073)
41,900
(26,022)
—
(58,918)
2,464
—
1,600
—
13,264
(76,693)
9,737
26,666
1,437,783
(958,125)
(1,258,187)
147,855
1,017,309
(403,923)
(156,724)
172
(3,855)
30,179
(1,585,299)
(569,891)
565,524
3,013,191
(2,623,916)
—
(21,403)
942,085
(1,157,720)
(9,218)
(2,203)
6,282
(9,717)
36,179
(8,519)
160,674
13,158
1,480
131,464
146,102
$
919,639
(30,660)
18,886
29,963
13,396
58,254
(46,247)
(13,202)
(43,026)
55,034
—
2,934
52,510
3,720
(23,198)
4,992
(37,509)
1,381,467
(265,907)
(229,534)
353,792
911,540
(330,876)
(131,858)
57,455
(47,007)
6,891
324,496
321,463
—
2,549,473
(3,465,579)
(4,724)
(20,612)
—
(1,127,143)
(7,459)
(1,370)
1,883
(11,574)
8,762
(5,057)
(1,761,937)
(55,974)
(815)
188,253
131,464
$
887,948
(20,537)
16,058
26,543
(23,134)
754
(717,273)
(124)
(63,599)
3,588
(3,027)
4,676
4,616
4,624
(29,282)
11,068
(35,259)
1,428,752
(664,684)
(748,119)
859,874
101,097
(299,085)
(132,558)
6,169
(61,220)
1,419
(937,107)
384,783
—
1,111,649
(1,369,084)
(15,809)
(27,297)
73,596
(827,285)
(5,677)
—
4,402
(11,187)
16,287
(5,705)
(671,327)
(179,682)
581
367,354
188,253
VENTAS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
Supplemental disclosure of cash flow information:
Interest paid including swap payments and receipts
Supplemental schedule of non-cash activities:
Assets acquired and liabilities assumed from acquisitions and other:
Real estate investments
Other assets
Debt
Other liabilities
Deferred income tax liability
Noncontrolling interests
Equity issued
Equity issued for redemption of OP Units
See accompanying notes.
$
$
For the Years Ended December 31,
2019
2018
2017
(In thousands)
410,584
$
406,907
$
409,890
$
1,057,138
11,140
907,746
47,121
95
113,316
—
127
$
94,280
5,398
30,508
18,086
922
2,591
30,487
907
425,906
(3,716)
75,231
70,878
(14,869)
4,202
—
24,002
74
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1—DESCRIPTION OF BUSINESS
Ventas, Inc., 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 December 31, 2019, we owned approximately 1,200 properties (including properties owned through
investments in unconsolidated entities and properties classified as held for sale), consisting of seniors housing communities,
medical office buildings (“MOBs”), research and innovation centers, inpatient rehabilitation facilities (“IRFs”) and long-term
acute care facilities (“LTACs”), and health systems. We had 22 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 December 31, 2019, we leased a total of 412 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 122 properties (excluding two properties
managed by Brookdale Senior Living pursuant to long-term management agreements), 11 properties and 32 properties,
respectively, as of December 31, 2019.
As of December 31, 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 406
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.
NOTE 2—ACCOUNTING POLICIES
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.
U.S. generally accepted accounting principles (“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.
75
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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 the 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:
NHP/PMB L.P.
Other identified VIEs
Tax credit VIEs
Investments in Unconsolidated Entities
December 31, 2019
December 31, 2018
Total Assets
Total
Liabilities
Total Assets
Total
Liabilities
(In thousands)
$
666,404
$
244,934
$
673,467
$
4,075,821
845,229
1,459,830
333,809
2,076,715
797,077
238,147
405,350
297,004
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. Under this method of accounting, our share of the
investee’s earnings or losses is included in our Consolidated Statements of Income.
We base the initial carrying value of investments in unconsolidated entities on the fair value of the assets at the time
we acquired the joint venture interest. We estimate fair values for our equity method investments based on discounted cash
flow models that include all estimated cash inflows and outflows over a specified holding period and, where applicable, any
estimated debt premiums or discounts. The capitalization rates, discount rates and credit spreads we use in these models are
based upon assumptions that we believe to be within a reasonable range of current market rates for the respective investments.
We generally amortize any difference between our cost basis and the basis reflected at the joint venture level, if any,
over the lives of the related assets and liabilities and include that amortization in our share of income or loss from
unconsolidated entities. For earnings of equity method investments with pro rata distribution allocations, net income or loss is
allocated between the partners in the joint venture based on their respective stated ownership percentages. In other instances,
76
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
net income or loss is allocated between the partners in the joint venture based on the hypothetical liquidation at book value
method (the “HLBV method”). Under the HLBV method, net income or loss is allocated between the partners based on the
difference between each partner’s claim on the net assets of the joint venture at the end and beginning of the period, after taking
into account contributions and distributions. Each partner’s share of the net assets of the joint venture is calculated as the
amount that the partner would receive if the joint venture were to liquidate all of its assets at net book value and distribute the
resulting cash to creditors and partners in accordance with their respective priorities. Under the HLBV method, in any given
period, we could record more or less income than the joint venture has generated, than actual cash distributions we receive or
than the amount we may receive in the event of an actual liquidation.
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 December 31, 2019, third party
investors owned 3.3 million Class A limited partnership units in NHP/PMB (“OP Units”), which represented 31% of the total
units then outstanding, and we owned 7.3 million Class B limited partnership units in NHP/PMB, representing the remaining
69%. At any time following the first anniversary of the date of their issuance, the OP Units may be redeemed at the election of
the holder for cash or, at our option, 0.9051 shares of our common stock per OP Unit, subject to further adjustment in certain
circumstances. We are party by assumption to a registration rights agreement with the holders of the OP Units that requires us,
subject to the terms and conditions and certain exceptions set forth therein, to file and maintain a registration statement relating
to the issuance of shares of our common stock upon redemption of OP Units.
Prior to January 2017, we owned a majority interest in Ventas Realty Capital Healthcare Trust Operating Partnership,
L.P. (“Ventas Realty OP”) and we consolidated this entity because our wholly owned subsidiary is the general partner and was
the primary beneficiary of this VIE. In January 2017, third party investors redeemed the remaining limited partnership units
(“Class C Units”) outstanding. After giving effect to such redemptions, Ventas Realty OP is our wholly owned subsidiary.
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
December 31, 2019 and 2018, the fair value of the redeemable OP Units was $171.2 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
December 31, 2019 and 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.
Noncontrolling Interests
Excluding the redeemable noncontrolling interests described above, we present the portion of any equity that we do
not own in entities that we control (and thus consolidate) as noncontrolling interests and classify those interests as a component
of consolidated equity, separate from total Ventas stockholders’ equity, on our Consolidated Balance Sheets. For consolidated
joint ventures with pro rata distribution allocations, net income or loss, and comprehensive income, is allocated between the
joint venture partners based on their respective stated ownership percentages. In other cases, net income or loss is allocated
between the joint venture partners based on the HLBV method. We account for purchases or sales of equity interests that do not
result in a change of control as equity transactions, through capital in excess of par value. We include net income attributable to
the noncontrolling interests in net income in our Consolidated Statements of Income and we include the noncontrolling interests
share of comprehensive income in our Consolidated Statements of Comprehensive Income.
77
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Accounting for Historic and New Markets Tax Credits
For certain of our research and innovation centers, we are party to certain 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 December 31, 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.
Accounting Estimates
The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions
regarding future events that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Accounting for Real Estate Acquisitions
When we acquire real estate, we first make reasonable judgments about whether the transaction involves an asset or a
business. Our real estate acquisitions are generally accounted for as asset acquisitions as substantially all of the fair value of the
gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. Regardless of whether
an acquisition is considered a business combination or an asset acquisition, we record the cost of the businesses or assets
acquired as tangible and intangible assets and liabilities based upon their estimated fair values as of the acquisition date.
We estimate the fair value of buildings acquired on an as-if-vacant basis or replacement cost basis and depreciate the
building value over the estimated remaining life of the building, generally not to exceed 35 years. We determine the fair value
of other fixed assets, such as site improvements and furniture, fixtures and equipment, based upon the replacement cost and
depreciate such value over the assets’ estimated remaining useful lives as determined at the applicable acquisition date. We
determine the value of land either by considering the sales prices of similar properties in recent transactions or based on internal
analyses of recently acquired and existing comparable properties within our portfolio. We generally determine the value of
construction in progress based upon the replacement cost. However, for certain acquired properties that are part of a ground-up
development, we determine fair value by using the same valuation approach as for all other properties and deducting the
estimated cost to complete the development. During the remaining construction period, we capitalize project costs until the
development has reached substantial completion. Construction in progress, including capitalized interest, is not depreciated
until the development has reached substantial completion.
Intangibles primarily include the value of in-place leases and acquired lease contracts. We include all lease-related
intangible assets and liabilities within acquired lease intangibles and accounts payable and other liabilities, respectively, on our
Consolidated Balance Sheets.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The fair value of acquired lease-related intangibles, if any, reflects: (i) the estimated value of any above and/or below
market leases, determined by discounting the difference between the estimated market rent and in-place lease rent; and (ii) the
estimated value of in-place leases related to the cost to obtain tenants, including leasing commissions, and an estimated value of
the absorption period to reflect the value of the rent and recovery costs foregone during a reasonable lease-up period as if the
acquired space was vacant. We amortize any acquired lease-related intangibles to revenue or amortization expense over the
remaining life of the associated lease plus any assumed bargain renewal periods. If a lease is terminated prior to its stated
expiration or not renewed upon expiration, we recognize all unamortized amounts of lease-related intangibles associated with
that lease in operations at that time.
We estimate the fair value of purchase option intangible assets and liabilities, if any, by discounting the difference
between the applicable property’s acquisition date fair value and an estimate of its future option price. We do not amortize the
resulting intangible asset or liability over the term of the lease, but rather adjust the recognized value of the asset or liability
upon sale.
In connection with an acquisition, we may assume rights and obligations under certain lease agreements pursuant to
which we become the lessee of a given property. We generally assume the lease classification previously determined by the
prior lessee absent a modification in the assumed lease agreement. We assess assumed operating leases, including ground
leases, to determine whether the lease terms are favorable or unfavorable to us given current market conditions on the
acquisition date. To the extent the lease terms are favorable or unfavorable to us relative to market conditions on the acquisition
date, we recognize an intangible asset or liability at fair value and amortize that asset or liability to interest or rental expense in
our Consolidated Statements of Income over the applicable lease term. Where we are the lessee, we record the acquisition date
values of leases, including any above or below market value, within operating lease assets and operating lease liabilities on our
Consolidated Balance Sheets.
We estimate the fair value of noncontrolling interests assumed consistent with the manner in which we value all of the
underlying assets and liabilities.
We calculate the fair value of long-term assumed debt by discounting the remaining contractual cash flows on each
instrument at the current market rate for those borrowings, which we approximate based on the rate at which we would expect
to incur a replacement instrument on the date of acquisition, and recognize any fair value adjustments related to long-term debt
as effective yield adjustments over the remaining term of the instrument.
Impairment of Long-Lived and Intangible 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 real
estate 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.
If impairment indicators arise with respect to intangible assets with finite useful lives, we evaluate impairment by
comparing the carrying amount of the asset to the estimated future undiscounted net cash flows expected to be generated by the
asset. If estimated future undiscounted net cash flows are less than the carrying amount of the asset, then we estimate the fair
value of the asset and compare the estimated fair value to the intangible asset’s carrying value. We recognize any shortfall from
carrying value as an impairment loss in the current period.
We evaluate our investments in unconsolidated entities for impairment at least annually, and whenever events or
changes in circumstances indicate that the carrying value of our investment may exceed its fair value. If we determine that a
decline in the fair value of our investment in an unconsolidated entity is other-than-temporary, and if such reduced fair value is
below the carrying value, we record an impairment.
We test goodwill for impairment at least annually, and more frequently if indicators arise. We first assess qualitative
factors, such as current macroeconomic conditions, state of the equity and capital markets and our overall financial and
operating performance, to determine the likelihood that the fair value of a reporting unit is less than its carrying amount. If we
determine it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we proceed with the
two-step approach to evaluating impairment. First, we estimate the fair value of the reporting unit and compare it to the
reporting unit’s carrying value. If the carrying value exceeds fair value, we proceed with the second step, which requires us to
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
assign the fair value of the reporting unit to all of the assets and liabilities of the reporting unit as if it had been acquired in a
business combination at the date of the impairment test. The excess fair value of the reporting unit over the amounts assigned
to the assets and liabilities is the implied value of goodwill and is used to determine the amount of impairment. We recognize
an impairment loss to the extent the carrying value of goodwill exceeds the implied value in the current period.
Estimates of fair value used in our evaluation of goodwill (if necessary based on our qualitative assessment),
investments in real estate, investments in unconsolidated entities and intangible assets are based upon discounted future cash
flow projections or other acceptable valuation techniques that are based, in turn, upon all available evidence including level
three inputs, such as revenue and expense growth rates, estimates of future cash flows, capitalization rates, discount rates,
general economic conditions and trends, or other available market data. Our ability to accurately predict future operating
results and cash flows and to estimate and determine fair values impacts the timing and recognition of impairments. While we
believe our assumptions are reasonable, changes in these assumptions may have a material impact on our financial results.
Assets Held for Sale and Discontinued Operations
We sell properties from time to time for various reasons, including favorable market conditions or the exercise of
purchase options by tenants. We classify certain long-lived assets as held for sale once the criteria, as defined by GAAP, have
been met. Long-lived assets to be disposed of are reported at the lower of their carrying amount or fair value minus cost to sell
and are no longer depreciated.
If at any time we determine that the criteria for classifying assets as held for sale are no longer met, we reclassify
assets within net real estate investments on our Consolidated Balance Sheets for all periods presented. The carrying amount of
these assets is adjusted (in the period in which a change in classification is determined) to reflect any depreciation expense that
would have been recognized had the asset been continuously classified as net real estate investments.
We report discontinued operations when the following criteria are met: (1) a component of an entity or group of
components that has been disposed of or classified as held for sale and represents a strategic shift that has or will have a major
effect on an entity’s operations and financial results; or (2) an acquired business is classified as held for sale on the acquisition
date. The results of operations for assets meeting the definition of discontinued operations are reflected in our Consolidated
Statements of Income as discontinued operations for all periods presented. We allocate estimated interest expense to
discontinued operations based on property values and our weighted average interest rate or the property’s actual mortgage
interest.
Loans Receivable
We record loans receivable, other than those acquired in connection with a business combination, on our Consolidated
Balance Sheets (either in secured loans receivable and investments, net or other assets, in the case of non-mortgage loans
receivable) at the unpaid principal balance, net of any deferred origination fees, purchase discounts or premiums and valuation
allowances. We amortize net deferred origination fees, which are comprised of loan fees collected from the borrower net of
certain direct costs, and purchase discounts or premiums over the contractual life of the loan using the effective interest method
and immediately recognize in income any unamortized balances if the loan is repaid before its contractual maturity.
We regularly evaluate the collectability of loans receivable based on factors such as corporate and facility-level
financial and operational reports, compliance with financial covenants set forth in the applicable loan agreement, the financial
strength of the borrower and any guarantor, the payment history of the borrower and current economic conditions. If our
evaluation of these factors indicates it is probable that we will be unable to collect all amounts due under the terms of the
applicable loan agreement, we provide a reserve against the portion of the receivable that we estimate may not be collected.
Cash Equivalents
Cash equivalents consist of highly liquid investments with a maturity date of three months or less when purchased.
These investments are stated at cost, which approximates fair value.
Escrow Deposits and Restricted Cash
Escrow deposits consist of amounts held by us or our lenders to provide for future real estate tax, insurance
expenditures and tenant improvements related to our properties and operations. Restricted cash generally represents amounts
paid to us for security deposits and other similar purposes.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Deferred Financing Costs
We amortize deferred financing costs, which are reported within senior notes payable and other debt on our
Consolidated Balance Sheets, as a component of interest expense over the terms of the related borrowings using a method that
approximates a level yield. Amortized costs of approximately $20.2 million, $18.1 million and $18.9 million were included in
interest expense for the years ended December 31, 2019, 2018 and 2017, respectively.
Available for Sale Securities
We classify available for sale securities as a component of other assets on our Consolidated Balance Sheets (other than
our interests in government-sponsored pooled loan investments, which are classified as secured loans receivable and
investments, net on our Consolidated Balance Sheets). We record these securities at fair value and include unrealized gains and
losses recorded in stockholders’ equity as a component of accumulated other comprehensive income on our Consolidated
Balance Sheets. We report interest income, including discount or premium amortization, on available for sale securities and
gains or losses on securities sold, which are based on the specific identification method, in income from loans and investments
in our Consolidated Statements of Income.
Derivative Instruments
We recognize all derivative instruments in other assets or accounts payable and other liabilities on our Consolidated
Balance Sheets at fair value as of the reporting date. We recognize changes in the fair value of derivative instruments in other
expenses in our Consolidated Statements of Income or accumulated other comprehensive income on our Consolidated Balance
Sheets, depending on the intended use of the derivative and our designation of the instrument.
We do not use our derivative financial instruments, including interest rate caps, interest rate swaps and foreign
currency forward contracts, for trading or speculative purposes. Our foreign currency forward contracts and certain of our
interest rate swaps (including the interest rate swap contracts of consolidated and unconsolidated joint ventures) are designated
as effectively hedging the variability of expected cash flows related to their underlying securities and, therefore, also are
recorded on our Consolidated Balance Sheets at fair value, with changes in the fair value of these instruments recognized in
accumulated other comprehensive income on our Consolidated Balance Sheets. We recognize any noncontrolling interests’
proportionate share of the changes in fair value of swap contracts of our consolidated joint ventures in noncontrolling interests
on our Consolidated Balance Sheets. We recognize our proportionate share of the change in fair value of swap contracts of our
unconsolidated joint ventures in accumulated other comprehensive income on our Consolidated Balance Sheets. Certain of our
other interest rate swaps and rate caps were not designated as having a hedging relationship with the underlying securities and
therefore do not meet the criteria for hedge accounting under GAAP. Accordingly, these interest rate swaps are recorded on our
Consolidated Balance Sheets at fair value, and we recognize changes in the fair value of these instruments in current earnings
(in other expenses) in our Consolidated Statements of Income.
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
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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 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 December 31, 2019 and 2018, this cumulative excess totaled $278.8 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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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 not probable that we will be able 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.
Stock-Based Compensation
We recognize share-based payments to employees and directors, including grants of stock options and restricted stock,
included in general, administrative and professional fees in our Consolidated Statements of Income generally on a straight-line
basis over the requisite service period based on the grant date fair value of the award.
Gain on Sale of Assets
On January 1, 2018, we adopted the provisions of Accounting Standards Codification (“ASC”) 610-20, Gains and
Losses from the Derecognition of Nonfinancial Assets (“ASC 610-20”). In accordance with ASC 610-20, we recognize any
gains when we transfer control of a property and when it is probable that we will collect substantially all of the related
consideration. We adopted ASC 610-20 using the modified retrospective method and recognized a cumulative effect
adjustment to retained earnings of $31.2 million relating to deferred gains on sales of real estate assets in 2015.
Federal Income Tax
We have elected to be treated as a REIT under the applicable provisions of the Internal Revenue Code of 1986, as
amended (the “Code”), for every year beginning with the year ended December 31, 1999. Accordingly, we generally are not
subject to federal income tax on net income that we distribute to our stockholders, provided that we continue to qualify as a
REIT. However, with respect to certain of our subsidiaries that have elected to be treated as taxable REIT subsidiaries (“TRS”
or “TRS entities”), we record income tax expense or benefit, as those entities are subject to federal income tax similar to regular
corporations. Certain foreign subsidiaries are subject to foreign income tax, although they did not elect to be treated as TRSs.
We account for deferred income taxes using the asset and liability method and recognize deferred tax assets and
liabilities for the expected future tax consequences of events that have been included in our financial statements or tax returns.
Under this method, we determine deferred tax assets and liabilities based on the differences between the financial reporting and
tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.
Any increase or decrease in the deferred tax liability that results from a change in circumstances, and that causes us to change
our judgment about expected future tax consequences of events, is included in the tax provision when such changes occur.
Deferred income taxes also reflect the impact of operating loss and tax credit carryforwards. A valuation allowance is provided
if we believe it is more likely than not that all or some portion of the deferred tax asset will not be realized. Any increase or
decrease in the valuation allowance that results from a change in circumstances, and that causes us to change our judgment
about the realizability of the related deferred tax asset, is included in the tax provision when such changes occur.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
We recognize the tax benefit from an uncertain tax position claimed or expected to be claimed on a tax return only if it
is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits
of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest
benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. We recognize interest and
penalties, if applicable, related to uncertain tax positions as part of income tax benefit or expense.
Foreign Currency
Certain of our subsidiaries’ functional currencies are the local currencies of their respective foreign jurisdictions. We
translate the results of operations of our foreign subsidiaries into U.S. dollars using average rates of exchange in effect during
the period, and we translate balance sheet accounts using exchange rates in effect at the end of the period. We record resulting
currency translation adjustments in accumulated other comprehensive income, a component of stockholders’ equity, on our
Consolidated Balance Sheets, and we record foreign currency transaction gains and losses in other expense in our Consolidated
Statements of Income. We recognize any noncontrolling interests’ proportionate share of currency translation adjustments of
our foreign consolidated joint ventures in noncontrolling interests on our Consolidated Balance Sheets.
Segment Reporting
As of December 31, 2019, 2018 and 2017, we operated through three reportable business segments: triple-net leased
properties, senior living operations and office operations. Under 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. See “NOTE 19—SEGMENT INFORMATION.”
Recently Issued or Adopted Accounting Standards
We adopted ASC Topic 842, Leases (“ASC 842”) on January 1, 2019, which introduced 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 had 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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
In June 2016, the FASB issued 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.
Reclassifications
Certain prior year amounts have been reclassified to conform to the current year presentation.
NOTE 3—CONCENTRATION OF CREDIT RISK
As of December 31, 2019, Atria, Sunrise, Brookdale Senior Living, Ardent and Kindred managed or operated
approximately 20.4%, 10.3%, 7.7%, 4.7% and 1.0%, respectively, of our consolidated real estate investments based on gross
book value (excluding properties classified as held for sale as of December 31, 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 18.8% and 43.4% of our consolidated real estate investments were seniors
housing communities included in the triple-net leased properties and senior living operations reportable business segments,
respectively (excluding properties classified as held for sale as of December 31, 2019). MOBs, research and innovation
centers, IRFs and LTACs, health systems, skilled nursing facilities (“SNFs”) and secured loans receivable and investments
collectively comprised the remaining 37.8%. Our consolidated properties were located in 45 states, the District of Columbia,
seven Canadian provinces and the United Kingdom as of December 31, 2019, with properties in one state (California)
accounting for more than 10% of our total continuing revenues and net operating income (“NOI,” which is defined as total
revenues, excluding interest and other income, less property-level operating expenses and office building services costs) for
each of the years ended December 31, 2019, 2018 and 2017.
Triple-Net Leased Properties
The following table reflects the concentration risk related to our triple-net leased properties for the periods presented:
Revenues(1):
Brookdale Senior Living(2)
Ardent
Kindred(3)
NOI:
Brookdale Senior Living(2)
Ardent
Kindred(3)
For the Years Ended December 31,
2019
2018
2017
4.7%
4.3%
4.7%
3.1
3.3
3.1
3.5
3.1
4.6
8.7%
7.6%
8.0%
5.8
6.3
5.7
6.4
5.3
7.9
(1) Total revenues include office building and other services revenue, income from loans and investments and interest and
other income.
(2) 2018 results include the impact of a net non-cash charge of $21.3 million related to April 2018 lease extensions.
(3) 2017 results include amounts related to 36 SNFs that were sold during 2017.
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 years ended December 31, 2019, 2018 and 2017. If Brookdale
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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.
In April 2018, we entered into various agreements with Brookdale Senior Living that provide for, among other things:
(a) a consolidation of substantially all of our multiple lease agreements with Brookdale Senior Living into one master lease; (b)
extension of the term for substantially all of our Brookdale Senior Living leased properties until December 31, 2025, with
Brookdale Senior Living retaining two successive 10 year renewal options; and (c) the guarantee of all the Brookdale Senior
Living obligations to us by Brookdale Senior Living Inc., including covenant protections for us. In connection with these
agreements, we recognized a net non-cash expense of $21.3 million for the acceleration of straight-line rent receivables, net
unamortized market lease intangibles and deferred revenues, which is included in triple-net leased rental income in our
Consolidated Statements of Income. We also received a fee of $2.5 million that is being amortized over the new lease term.
In July 2018, Kindred closed transactions (the “Go Private Transactions”) pursuant to which (a) Kindred would be
acquired by a consortium of TPG Capital (“TPG”), Welsh, Carson, Anderson & Stowe (“WCAS”) and Humana, Inc. and (b)
immediately following the acquisition, (i) Kindred’s home health, hospice and community care businesses would be separated
from Kindred and operated as a standalone company owned by Humana, Inc., TPG and WCAS, and (ii) Kindred would be
operated as a separate healthcare company owned by TPG and WCAS. In connection with the closing of the transactions, we
received a payment from Kindred of $12.3 million, which was recognized in interest and other income in our Consolidated
Statements of Income during the third quarter of 2018.
The following table sets forth the future contracted minimum rentals, excluding contingent rent escalations, but
including straight-line rent adjustments and reserves where applicable, for all of our consolidated triple-net and office building
leases as of December 31, 2019 (excluding properties classified as held for sale as of December 31, 2019):
Brookdale Senior
Living
Ardent
Kindred
(In thousands)
Other
Total
$
$
184,141
183,774
183,398
183,000
182,600
182,189
1,099,102
$
$
122,348
122,348
122,348
122,348
122,348
1,292,096
1,903,836
$
$
130,790
130,786
130,790
110,365
100,153
40,358
643,242
$
$
891,141
829,610
743,575
680,422
627,798
2,633,754
6,406,300
$
$
1,328,420
1,266,518
1,180,111
1,096,135
1,032,899
4,148,397
10,052,480
2020
2021
2022
2023
2024
Thereafter
Total
Senior Living Operations
As of December 31, 2019, Atria and Sunrise, collectively, provided comprehensive property management and
accounting services with respect to 260 of our 401 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
86
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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 Securities and Exchange Commission (“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 the Go Private Transactions in July 2018. The information related to
Brookdale Senior Living and Kindred contained or referred to in this Annual Report on Form 10-K 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 Annual Report on Form 10-K 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.
NOTE 4—ACQUISITIONS OF REAL ESTATE PROPERTY
The following summarizes our acquisition and development activities during 2019, 2018 and 2017. We acquire and
invest in seniors housing, research and innovation and healthcare properties primarily to achieve an expected yield on our
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.
2019 Acquisitions
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.
During the year ended December 31, 2019, we also acquired two properties reported within our office operations reportable
business segment (one research and innovation center and one MOB), two seniors housing communities reported within our senior
living operations reportable business segment and one vacant land parcel for an aggregate purchase price of $237.0 million.
Each of our 2019 acquisitions was accounted for as an asset acquisition.
2018 Acquisitions
During the year ended December 31, 2018, we acquired five properties reported within our office operations
reportable business segment (four MOBs and one research and innovation center) and one seniors housing community reported
within our senior living operations reportable business segment for an aggregate purchase price of $311.3 million. Each of
these acquisitions was accounted for as an asset acquisition.
2017 Acquisitions
During the year ended December 31, 2017, we acquired 15 triple-net leased properties (including six assets previously
owned by an equity method investee), four properties reported within our office operations reportable business segment (three
research and innovation centers and one MOB) and three seniors housing communities (reported within our senior living
operations reportable business segment) for an aggregate purchase price of $691.3 million. Each of these acquisitions was
accounted for as an asset acquisition.
87
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 5—DISPOSITIONS
2019 Activity
During the year ended December 31, 2019, we sold ten triple-net leased properties, eight MOBs, six seniors housing
assets and our leasehold interest in one vacant land parcel for aggregate consideration of $147.5 million, and we recognized a
gain on the sales of these assets of $26.0 million.
2018 Activity
During 2018, we sold seven seniors housing communities included in our senior living operations reportable business
segment, five triple-net leased properties, 11 MOBs and two vacant land parcels for aggregate consideration of $348.6 million.
We recognized a gain on the sales of these assets of $46.2 million for the year ended December 31, 2018.
2017 Activity
During the year ended December 31, 2017, we sold 53 triple-net leased properties, five MOBs and certain vacant land
parcels for aggregate consideration of $870.8 million, and we recognized a gain on the sale of these assets of $717.3 million.
Assets Held for Sale
The table below summarizes our real estate assets classified as held for sale as of December 31, 2019 and 2018,
including the amounts reported within other assets and accounts payable and other liabilities on our Consolidated Balance
Sheets:
December 31, 2019
December 31, 2018
Number of
Properties
Held for Sale
Assets Held
for Sale
Liabilities
Held for Sale
Number of
Properties
Held for Sale
Assets Held
for Sale
Liabilities
Held for Sale
(Dollars in thousands)
Triple-net leased properties
Office operations (1)
Senior living operations (1)
Total
8
1
6
$
62,098
$
5,177
24,158
15
$
91,433
$
1,623
499
3,341
5,463
1
—
—
1
$
$
5,482
$
160
(188)
5,454
$
40
152
13
205
(1) Balances relate to anticipated post-closing settlements of working capital.
In March 2018, five MOBs no longer met the criteria as being classified as held for sale. As a result, we adjusted the
carrying amount of these assets by recognizing depreciation expense of $5.7 million and classified these assets within net real
estate investments on our Consolidated Balance Sheets for all periods presented.
Real Estate Impairment
We recognized impairments of $133.6 million, $29.5 million and $32.9 million for the years ended December 31,
2019, 2018 and 2017 respectively, which are recorded primarily as a component of depreciation and amortization in our
Consolidated Statements of Income. Our recorded impairments were primarily the result of a change in our intent to hold the
impaired assets. In most cases, we recognized an impairment in the periods in which our change in intent was made.
Additionally, we recognized impairments of $52.5 million and $4.6 million for the years ended December 31, 2018
and 2017, respectively, as a result of natural disasters which are recorded as a component of other in our Consolidated
Statements of Income. There were no impairments recorded as a result of natural disasters for the year ended December 31,
2019. We believe there is insurance coverage to mitigate these events. However, there can be no assurance regarding the
amount or timing of any future recoveries. Such recoveries will be recognized when collection is deemed probable.
88
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 6—LOANS RECEIVABLE AND INVESTMENTS
As of December 31, 2019 and 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 December 31, 2019:
Secured/mortgage loans and other, net
Government-sponsored pooled loan investments, net(1)
$
645,546
$
645,546
$
646,925
$
59,066
52,178
59,066
Total investments reported as secured loans receivable and
investments, net
Non-mortgage loans receivable, net
Marketable debt securities (2)
704,612
63,724
237,360
697,724
63,724
213,062
705,991
63,538
237,360
Total loans receivable and investments, net
$ 1,005,696
$
974,510
$ 1,006,889
$
As of December 31, 2018:
Secured/mortgage loans and other, net
Government-sponsored pooled loan investments, net(3)
$
439,491
$
439,491
$
425,290
$
56,378
49,601
56,378
Total investments reported as secured loans receivable and
investments, net
Non-mortgage loans receivable, net
Marketable debt securities (4)
495,869
54,164
206,442
489,092
54,164
197,473
481,668
54,081
206,442
Total loans receivable and investments, net
$
756,475
$
740,729
$
742,191
$
—
6,888
6,888
—
24,298
31,186
—
6,777
6,777
—
8,969
15,746
(1) As of December 31, 2019, investments in government-sponsored pool loans have contractual maturity dates in 2021 and
2023.
(2) As of December 31, 2019, investments in marketable debt securities have contractual maturity dates in 2024 and 2026.
(3) As of December 31, 2018, investments in government-sponsored pooled 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 marketable debt securities 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). In connection with this transaction, our previous secured 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.”
89
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2018 Activity
During the year ended December 31, 2018, we received aggregate proceeds of $862.9 million for the full repayment of
the principal balances of 14 loans receivable with a weighted average interest rate of 9.1% that were due to mature between
2018 and 2033, which resulted in total gains of $27.8 million.
Included in the repayments above is $713 million that we received in June 2018 for the full repayment of the principal
balance of a $700.0 million term loan and $13.0 million then outstanding on a revolving line of credit we made to a subsidiary
of Ardent. We also received a $14.0 million cash pre-payment fee and accelerated recognition of the unamortized portion
($13.2 million) of a previously received cash “upfront” fee for the loans, resulting in income of $27.2 million, which is
recorded in income from loans and investments in our Consolidated Statements of Income.
In June 2018, we also made a $200.0 million investment in senior unsecured notes issued by a subsidiary of Ardent at
a price of 98.6% of par value. The notes have an effective interest rate of 10.0% and mature in 2026. These marketable debt
securities are classified as available for sale and are reflected on our Consolidated Balance Sheets at fair value.
There was no impact on our 9.8% equity investment in Ardent as a result of these transactions.
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. 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.
We provide various services to our unconsolidated real estate joint venture entities in exchange for fees and
reimbursements. Total management fees earned in connection with these entities were $3.4 million, $5.8 million and $6.3
million for the years ended December 31, 2019, 2018 and 2017, 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
and received $57.5 million at closing.
90
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 8—INTANGIBLES
The following is a summary of our intangibles:
As of December 31, 2019
As of December 31, 2018
Remaining
Weighted
Average
Amortization
Period in Years
Balance
Remaining
Weighted
Average
Amortization
Period in Years
Balance
(Dollars in thousands)
$
$
$
$
145,891
1,160,261
1,051,161
35,837
(920,742)
1,472,408
349,357
13,498
(203,834)
3,568
162,589
6.9
10.6
N/A
10.9
N/A
10.2
14.5
N/A
N/A
N/A
14.5
$
$
$
$
181,393
1,321,562
1,050,548
35,759
(921,107)
1,668,155
356,771
31,418
(191,909)
3,568
199,848
6.7
24.7
N/A
11.8
N/A
22.9
14.4
46.5
N/A
N/A
17.2
Intangible assets:
Above market lease intangibles
In-place and other lease intangibles
Goodwill
Other intangibles
Accumulated amortization
Net intangible assets
Intangible liabilities:
Below market lease intangibles
Other lease intangibles
Accumulated amortization
Purchase option intangibles
Net intangible liabilities
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.” For the years ended December 31, 2019, 2018 and 2017, our net amortization related to these
intangibles was $59.2 million, $49.2 million and $67.2 million, respectively. The following is a summary of the estimated net
amortization related to these intangibles for each of the next five years:
2020
2021
2022
2023
2024
$
Estimated Net
Amortization
(In thousands)
53,988
46,651
39,315
36,107
28,622
The table below reflects the carrying amount of goodwill, by segment, as of December 31, 2019:
Triple-net leased properties
Senior living operations
Office operations
Total goodwill
91
Goodwill
(In thousands)
$
$
321,781
259,482
469,898
1,051,161
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 9—OTHER ASSETS
The following is a summary of our other assets:
Straight-line rent receivables
Non-mortgage loans receivable, net
Marketable debt securities
Other intangibles, net
Investment in unconsolidated operating entities
Other
Total other assets
As of December 31,
2019
2018
(In thousands)
$
278,833
$
250,023
63,724
237,360
5,149
59,301
232,929
$
877,296
$
54,164
206,442
5,623
56,820
186,113
759,185
92
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 10—SENIOR NOTES PAYABLE AND OTHER DEBT
The following is a summary of our senior notes payable and other debt:
Unsecured revolving credit facility (1)
Commercial paper notes
Secured revolving construction credit facility due 2022
3.00% Senior Notes, Series A due 2019 (2)
2.70% Senior Notes due 2020
Floating Rate Senior Notes, Series F due 2021 (2)
4.25% Senior Notes due 2022
3.25% Senior Notes due 2022
3.30% Senior Notes, Series C due 2022 (2)
Unsecured term loan due 2023
3.125% Senior Notes due 2023
3.10% Senior Notes due 2023
2.55% Senior Notes, Series D due 2023 (2)
Unsecured term loan due 2024
3.50% Senior Notes due 2024
3.75% Senior Notes due 2024
4.125% Senior Notes, Series B due 2024 (2)
2.80% Senior Notes, Series E due 2024 (2)
Unsecured term loan due 2025 (2)
3.50% Senior Notes due 2025
2.65% Senior Notes due 2025
4.125% Senior Notes due 2026
3.25% Senior Notes due 2026
3.85% Senior Notes due 2027
4.00% Senior Notes due 2028
4.40% Senior Notes due 2029
3.00% Senior Notes due 2030
6.90% Senior Notes due 2037
6.59% Senior Notes due 2038
5.45% Senior Notes due 2043
5.70% Senior Notes due 2043
4.375% Senior Notes due 2045
4.875% Senior Notes due 2049
Mortgage loans and other
Total
Deferred financing costs, net
Unamortized fair value adjustment
Unamortized discounts
Senior notes payable and other debt
93
As of December 31,
2019
2018
(In thousands)
$
120,787
$
765,919
567,450
160,492
—
—
231,018
—
500,000
192,515
200,000
400,000
400,000
211,767
—
400,000
400,000
192,515
462,036
385,030
600,000
450,000
500,000
450,000
400,000
650,000
750,000
650,000
52,400
22,823
—
300,000
300,000
300,000
—
90,488
293,319
500,000
—
600,000
500,000
183,325
300,000
400,000
400,000
201,657
600,000
—
400,000
183,324
—
—
600,000
—
500,000
450,000
400,000
650,000
750,000
—
52,400
22,823
258,750
300,000
300,000
—
1,996,969
12,245,802
(79,939)
20,056
(27,146)
12,158,773
$
1,127,697
10,829,702
(69,615)
(1,163)
(25,225)
10,733,699
$
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(1) As of December 31, 2019 and 2018, respectively, $26.2 million and $23.1 million of aggregate borrowings were
denominated in Canadian dollars. Aggregate borrowings of $27.6 million and $27.8 million were denominated in British
pounds as of December 31, 2019 and 2018, respectively.
(2) Canadian Dollar debt obligations shown in US Dollars.
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 December 31, 2019. The unsecured revolving credit facility matures in 2021, but may be extended at our option
subject to the satisfaction of certain conditions for two additional periods of six months each. The unsecured revolving credit
facility also includes an accordion feature that permits us to increase our aggregate borrowing capacity thereunder to up to
$3.75 billion.
Our unsecured credit facility imposes certain customary restrictions on us, including restrictions pertaining to:
(i) liens; (ii) investments; (iii) the incurrence of additional indebtedness; (iv) mergers and dissolutions; (v) certain dividend,
distribution and other payments; (vi) permitted businesses; (vii) transactions with affiliates; (viii) agreements limiting certain
liens; and (ix) the maintenance of certain consolidated total leverage, secured debt leverage, unsecured debt leverage and fixed
charge coverage ratios and minimum consolidated adjusted net worth, and contains customary events of default.
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 December 31, 2019, $567.5
million was outstanding under our commercial paper program.
As of December 31, 2019, $120.8 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 $2.3 billion in available liquidity under the unsecured revolving credit facility as of December 31, 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. We
originally entered into this $900.0 million unsecured term loan facility in June 2018, which replaced and repaid in full our
previous $900.0 million unsecured term loan due 2020.
As of December 31, 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 December 31, 2019, we had a $400.0 million secured revolving construction credit facility with $160.5 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
As of December 31, 2019, we had outstanding $7.5 billion aggregate principal amount of senior notes issued by
Ventas Realty ($500.0 million of which was co-issued by Ventas Realty’s wholly owned subsidiary, Ventas Capital
Corporation), approximately $75.2 million aggregate principal amount of senior notes issued by Nationwide Health Properties,
Inc. (“NHP”) and assumed by our subsidiary, Nationwide Health Properties, LLC (“NHP LLC”), as successor to NHP, in
connection with our acquisition of NHP, and C$1.7 billion aggregate principal amount of senior notes issued by our subsidiary,
Ventas Canada Finance Limited (“Ventas Canada”). All of the senior notes issued by Ventas Realty and Ventas Canada are
unconditionally guaranteed by Ventas, Inc.
94
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Ventas Realty’s senior notes are part of our and Ventas Realty’s general unsecured obligations, ranking equal in right
of payment with all of our and Ventas Realty’s existing and future senior obligations and ranking senior in right of payment to
all of our and Ventas Realty’s existing and future subordinated indebtedness. However, Ventas Realty’s senior notes are
effectively subordinated to our and Ventas Realty’s secured indebtedness, if any, to the extent of the value of the assets securing
that indebtedness. Ventas Realty’s senior notes are also structurally subordinated to the preferred equity and indebtedness,
whether secured or unsecured, of our subsidiaries (other than Ventas Realty and, with respect to those senior notes co-issued by
Ventas Capital Corporation, Ventas Capital Corporation).
Ventas Canada’s senior notes are part of our and Ventas Canada’s general unsecured obligations, ranking equal in right
of payment with all of Ventas Canada’s existing and future subordinated indebtedness. However, Ventas Canada’s senior notes
are effectively subordinated to our and Ventas Canada’s secured indebtedness, if any, to the extent of the value of the assets
securing that indebtedness. Ventas Canada’s senior notes are also structurally subordinated to the preferred equity and
indebtedness, whether secured or unsecured, of our subsidiaries (other than Ventas Canada).
NHP LLC’s senior notes are part of NHP LLC’s general unsecured obligations, ranking equal in right of payment with
all of NHP LLC’s existing and future senior obligations and ranking senior to all of NHP LLC’s existing and future
subordinated indebtedness. However, NHP LLC’s senior notes are effectively subordinated to NHP LLC’s secured
indebtedness, if any, to the extent of the value of the assets securing that indebtedness. NHP LLC’s senior notes are also
structurally subordinated to the preferred equity and indebtedness, whether secured or unsecured, of its subsidiaries.
Ventas Realty and Ventas Canada may redeem each series of their respective senior notes in whole at any time or in
part from time to time, prior to maturity at the redemption prices set forth in the applicable indenture (which include, in many
instances, a make-whole premium), plus, in each case, accrued and unpaid interest thereon to the redemption date.
NHP LLC’s 6.90% senior notes due 2037 are subject to repurchase at the option of the holders, at par, on October 1,
2027, and its 6.59% senior notes due 2038 are subject to repurchase at the option of the holders, at par, on July 7 in each of
2023 and 2028.
2019 Activity
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 tendered $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.
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 tendered $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 $35.9 million.
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.
95
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
In November 2019, Ventas Canada issued and sold C$600 million aggregate principal amount of 2.80% senior notes,
Series E due 2024 and C$300 million aggregate principal amount of floating rate senior notes, Series F due 2021, at a public
offering price equal to 99.99% and 100.00%, respectively, of par.
2018 Activity
In February 2018, we repaid in full, at par, $700.0 million aggregate principal amount then outstanding of our 2.00%
senior notes due February 2018 upon maturity.
In February 2018, Ventas Realty issued and sold $650.0 million aggregate principal amount of 4.00% senior notes due
2028 at a public offering price equal to 99.23% of par.
In February 2018, we redeemed $502.1 million aggregate principal amount then outstanding of our 4.00% senior notes
due April 2019 at a public offering price of 101.83% of par, plus accrued and unpaid interest to the redemption date, and
recognized a loss on extinguishment of debt of $11.0 million. The redemption was funded using cash on hand and borrowings
under our unsecured revolving credit facility. In April 2018, we repaid the remaining balance then outstanding of our 4.00%
senior notes due April 2019 of $97.9 million and recognized a loss on extinguishment of debt of $1.8 million.
In August 2018, Ventas Realty issued and sold $750.0 million aggregate principal amount of 4.40% senior notes due
2029 at a public offering price equal to 99.95% of par.
In August 2018, we redeemed $549.5 million aggregate principal amount then outstanding of our 4.75% senior notes
due 2021 at a public offering price of 104.56% of par, plus accrued and unpaid interest to the redemption date, and recognized a
loss on extinguishment of debt of $28.3 million. The redemption was funded using proceeds from our August 2018 senior note
issuance, cash on hand and borrowings under our unsecured revolving credit facility. In September 2018, we repaid the
remaining balance then outstanding of our 4.75% senior notes due 2021 of $150.5 million and recognized a loss on
extinguishment of debt of $7.6 million.
Mortgages
At December 31, 2019, we had 89 mortgage loans outstanding in the aggregate principal amount of $2.0 billion and
secured by 84 of our properties. Of these loans, 67 loans in the aggregate principal amount of $1.3 billion bear interest at fixed
rates ranging from 2.0% to 13.0% per annum, and 22 loans in the aggregate principal amount of $671.1 million bear interest at
variable rates ranging from 1.2% to 4.4% per annum as of December 31, 2019. At December 31, 2019, the weighted average
annual rate on our fixed rate mortgage loans was 3.7%, and the weighted average annual rate on our variable rate mortgage
loans was 3.4%. Our mortgage loans had a weighted average maturity of 4.2 years as of December 31, 2019.
During the years ended December 31, 2019 and 2018, we repaid in full mortgage loans in the aggregate principal
amount of $97.7 million and $485.7 million, respectively.
In September 2019, we assumed C$1.2 billion mortgage debt (included in the $2.0 billion above), including a fair value
premium of C$16.6 million, in connection with the LGM Acquisition. See “NOTE 4—ACQUISITIONS OF REAL ESTATE
PROPERTY.”
96
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Scheduled Maturities of Borrowing Arrangements and Other Provisions
The following summarizes the maturities of our senior notes payable and other debt as of December 31, 2019:
2020
2021
2022
2023
2024
Thereafter
Total maturities
Unsecured
Revolving
Credit
Facility and
Commercial
Paper Notes (1)
Principal Amount
Due at Maturity
Scheduled
Periodic
Amortization
Total Maturities
$
276,653
$
567,450
$
40,291
$
(In thousands)
361,046
1,269,661
1,602,104
1,571,967
6,243,430
120,787
—
—
—
—
38,954
33,163
19,409
13,058
87,829
884,394
520,787
1,302,824
1,621,513
1,585,025
6,331,259
$
11,324,861
$
688,237
$
232,704
$
12,245,802
(1) As of December 31, 2019, we had $581.9 million of borrowings outstanding under our unsecured revolving credit facility
and commercial paper program, net of $106.4 million of unrestricted cash and cash equivalents.
The instruments governing our outstanding indebtedness contain covenants that limit our ability and the ability of
certain of our subsidiaries to, among other things: (i) incur debt; (ii) make certain dividends, distributions and investments;
(iii) enter into certain transactions; and/or (iv) merge, consolidate or sell certain assets. Ventas Realty’s and Ventas Canada’s
senior notes also require us and our subsidiaries to maintain total unencumbered assets of at least 150% of our unsecured debt.
Our credit facilities also require us to maintain certain financial covenants pertaining to, among other things, our consolidated
total leverage, secured debt, unsecured debt, fixed charge coverage and net worth.
As of December 31, 2019, we were in compliance with all of these covenants.
Derivatives and Hedging
In the normal course of our business, interest rate fluctuations affect future cash flows under our variable rate debt
obligations, loans receivable and marketable debt securities, and foreign currency exchange rate fluctuations affect our
operating results. We follow established risk management policies and procedures, including the use of derivative instruments,
to mitigate the impact of these risks.
We do not use derivative instruments for trading or speculative purposes, and we have a policy of entering into
contracts only with major financial institutions based upon their credit ratings and other factors. When considered together
with the underlying exposure that the derivative is designed to hedge, we do not expect that the use of derivatives in this
manner would have any material adverse effect on our future financial condition or results of operations.
As of December 31, 2019, our variable rate debt obligations of $2.0 billion reflect, in part, the effect of $147.8 million
notional amount of interest rate swaps with maturities ranging from March 2022 to May 2022 that effectively convert fixed rate
debt to variable rate debt. As of December 31, 2019, our fixed rate debt obligations of $10.3 billion reflect, in part, the effect of
$505.1 million and C$119.8 million notional amount of interest rate swaps with maturities ranging from August 2020 to
December 2029, in each case that effectively convert variable rate debt to fixed rate debt.
97
NOTE 11—FAIR VALUES OF FINANCIAL INSTRUMENTS
The carrying amounts and fair values of our financial instruments were as follows:
Assets:
Cash and cash equivalents
Escrow deposits and restricted cash
Secured mortgage loans and other, net
Non-mortgage loans receivable, net
Marketable debt securities
Government-sponsored pooled loan investments, net
Derivative instruments
Liabilities:
As of December 31, 2019
As of December 31, 2018
Carrying
Amount
Fair Value
Carrying
Amount
Fair Value
(In thousands)
$
106,363
$
106,363
$
72,277
$
39,739
645,546
63,724
237,360
59,066
738
39,739
646,925
63,538
237,360
59,066
738
59,187
439,491
54,164
206,442
56,378
6,012
72,277
59,187
425,290
54,081
206,442
56,378
6,012
Senior notes payable and other debt, gross
12,245,802
12,778,758
10,829,702
10,617,074
Derivative instruments
Redeemable OP Units
12,987
171,178
12,987
171,178
4,561
174,552
4,561
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.
NOTE 12—STOCK- BASED COMPENSATION
Compensation Plans
We currently have: four plans under which outstanding options to purchase common stock, shares of restricted stock
or restricted stock units have been, or may in the future be, granted to our officers, employees and non-employee directors (the
2000 Incentive Compensation Plan (Employee Plan), the 2006 Incentive Plan, the 2006 Stock Plan for Directors, and the 2012
Incentive Plan); one plan under which executive officers may receive common stock in lieu of compensation (the Executive
Deferred Stock Compensation Plan); and one plan under which certain non-employee directors have received or may receive
common stock in lieu of director fees (the Nonemployee Directors’ Deferred Stock Compensation Plan). These plans are
referred to collectively as the “Plans.”
During the year ended December 31, 2019, we were permitted to issue shares and grant options, restricted stock and
restricted stock units only under the Executive Deferred Stock Compensation Plan, the Nonemployee Directors’ Deferred Stock
Compensation Plan and the 2012 Incentive Plan. The 2006 Incentive Plan and the 2006 Stock Plan for Directors (collectively,
the “2006 Plans”) expired on December 31, 2012, and no additional grants were permitted under those Plans after that date.
The number of shares initially reserved for issuance and the number of shares available for future grants or issuance
under these Plans as of December 31, 2019 were as follows:
• Executive Deferred Stock Compensation Plan—0.6 million shares were reserved initially for issuance to our
executive officers in lieu of the payment of all or a portion of their salary, at their option, and 0.6 million shares
were available for future issuance as of December 31, 2019.
• Nonemployee Directors’ Deferred Stock Compensation Plan—0.6 million shares were reserved initially for
issuance to nonemployee directors in lieu of the payment of all or a portion of their retainer and meeting fees, at
their option, and 0.4 million shares were available for future issuance as of December 31, 2019.
•
2012 Incentive Plan—10.5 million shares (plus the number of shares or options outstanding under the 2006 Plans
as of December 31, 2012 that were or are subsequently forfeited or expire unexercised) were reserved initially for
98
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
grants or issuance to employees and non-employee directors, and 3.0 million shares (plus the number of shares or
options outstanding under the 2006 Plans as of December 31, 2019 that were or are subsequently forfeited or
expire unexercised) were available for future issuance as of December 31, 2019.
Outstanding options issued under the Plans are exercisable at the market price on the date of grant, expire ten years
from the date of grant, and vest or have vested over periods of two or three years. If provided in the applicable Plan or award
agreement, the vesting of stock options may accelerate upon a change of control (as defined in the applicable Plan) of Ventas,
Inc. and other specified events.
Stock Options
The following is a summary of stock option activity in 2019:
Outstanding as of December 31, 2018
Options granted
Options exercised
Options forfeited
Options expired
Outstanding as of December 31, 2019
Exercisable as of December 31, 2019
Shares (000’s)
Weighted
Average
Exercise Price
Weighted
Average
Remaining
Contractual
Life (years)
Intrinsic
Value
($000’s)
4,783
$
—
(700)
(6)
—
4,077
4,014
59.20
—
51.68
60.50
—
60.49
60.49
5.7
5.7
$
$
7,379
7,415
Compensation costs for all share-based awards are based on the grant date fair value and are recognized on a straight-
line basis during the requisite service periods, with charges recorded in general, administrative and professional fees.
Compensation costs related to stock options for the years ended December 31, 2019, 2018 and 2017 were $0.3 million, $2.6
million and $4.8 million, respectively.
Aggregate proceeds received from options exercised under the Plans for the years ended December 31, 2019, 2018
and 2017 were $36.1 million, $8.8 million and $16.3 million, respectively. The total intrinsic value at exercise of options
exercised during the years ended December 31, 2019, 2018 and 2017 was $12.3 million, $3.1 million and $7.0 million,
respectively. There was no deferred income tax benefit for stock options exercised.
Restricted Stock and Restricted Stock Units
We recognize the fair value of shares of restricted stock and restricted stock units on the grant date of the award as
stock-based compensation expense over the requisite service period, with charges to general, administrative and professional
fees of $33.6 million, $27.3 million and $21.7 million in 2019, 2018 and 2017, respectively. Restricted stock and restricted
stock units generally vest over periods ranging from two to five years. If provided in the applicable Plan or award agreement,
the vesting of restricted stock and restricted stock units may accelerate upon a change of control (as defined in the applicable
Plan) of Ventas and other specified events.
A summary of the status of our non-vested restricted stock and restricted stock units, including performance-based
awards, as of December 31, 2019, and changes during the year ended December 31, 2019 follows:
Nonvested at December 31, 2018
Granted
Vested
Forfeited
Nonvested at December 31, 2019
Restricted
Stock
(000’s)
Weighted
Average
Grant Date
Fair Value
Restricted
Stock Units
(000’s)
Weighted
Average
Grant Date
Fair Value
$
276
143
(149)
(22)
248
53.64
62.69
54.20
57.24
58.21
$
628
304
(371)
(22)
539
57.70
59.85
60.73
53.69
56.99
99
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of December 31, 2019, we had $15.1 million of unrecognized compensation cost related to non-vested restricted
stock and restricted stock units under the Plans. We expect to recognize that cost over a weighted average period of 1.66 years.
The total fair value at the vesting date for restricted stock and restricted stock units that vested during the years ended
December 31, 2019, 2018 and 2017 was $31.6 million, $15.5 million and $16.6 million, respectively.
Employee and Director Stock Purchase Plan
We have in effect an Employee and Director Stock Purchase Plan (“ESPP”) under which our employees and directors
may purchase shares of our common stock at a discount. Pursuant to the terms of the ESPP, on each purchase date, participants
may purchase shares of common stock at a price not less than 90% of the market price on that date (with respect to the
employee tax-favored portion of the plan) and not less than 95% of the market price on that date (with respect to the additional
employee and director portion of the plan). We initially reserved 3.0 million shares for issuance under the ESPP. As of
December 31, 2019, 0.1 million shares had been purchased under the ESPP and 2.9 million shares were available for future
issuance.
Employee Benefit Plan
We maintain a 401(k) plan that allows eligible employees to defer compensation subject to certain limitations imposed
by the Code. In 2019, we made contributions for each qualifying employee of up to 3.5% of his or her salary, subject to certain
limitations. During 2019, 2018 and 2017, our aggregate contributions were approximately $1.5 million, $1.5 million and $1.4
million, respectively.
NOTE 13—INCOME TAXES
We have elected to be taxed as a REIT under the applicable provisions of the Code, 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 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 we intend to continue to operate in a manner that will enable us to qualify as a REIT, such qualification
depends upon our ability to meet, on a continuing basis, various distribution, stock ownership and other tests. Our tax
treatment of distributions per common share was as follows:
For the Years Ended December 31,
2019
2018
2017
$
— $
— $
0.12230
2.22898
—
0.03434
0.78438
3.17000
0.00375
2.97465
0.05916
0.12244
—
3.16000
0.79250
(0.79000)
3.16250
1.02814
0.00337
—
1.07836
0.21513
—
2.32500
0.79000
—
$
3.11500
Tax treatment of distributions:
Ordinary income
Qualified ordinary income
199A qualified business income
Long-term capital gain
Unrecaptured Section 1250 gain
Non-dividend distribution
Distribution reported for 1099-DIV purposes
Add: Dividend declared in current year and taxable in following year
Less: Dividend declared in prior year and taxable in current year
Distribution declared per common share outstanding
0.79250
(0.79250)
3.17000
$
$
100
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
We believe we have met the annual REIT distribution requirement by payment of at least 90% of our estimated taxable
income for 2019, 2018 and 2017. Our consolidated benefit for income taxes was as follows:
Current - Federal
Current - State
Deferred - Federal
Deferred - State
Current - Foreign
Deferred - Foreign
Total
For the Years Ended December 31,
2019
2018
2017
(In thousands)
$
$
(1,840) $
2,118
(49,532)
(3,353)
2,335
(6,038)
(56,310) $
(2,953) $
1,332
(32,492)
(825)
1,892
(6,907)
(39,953) $
(5,672)
1,119
(54,396)
3,237
2,307
(6,394)
(59,799)
The 2019 income tax benefit is primarily due to the $57.7 million reversal of valuation allowances recorded against
the net deferred tax assets of certain of our TRS entities. During the second quarter of 2019, we concluded it was “more-likely
than-not” that these deferred tax assets (primarily US federal NOL carryforwards which begin to expire in 2031) would be
realized. This conclusion was based on recently sustained profitability and recent upward revisions to estimates of future
taxable income for these TRS entities. The 2018 income tax benefit is primarily due to the reversal of a $23.2 million valuation
allowance on deferred interest carryforwards and tax losses of certain TRS entities. The $23.2 million valuation allowance
reversal was an adjustment to the provisional amount recorded in the prior year related to enactment of the Tax Cuts and Jobs
Act of 2017 (the “2017 Tax Act”) and was made based upon additional guidance issued by the IRS subsequent to enactment of
the 2017 Tax Act. The 2017 income tax benefit is primarily due to accounting for the 2017 Tax Act, specifically a $64.5
million benefit from the reduced U.S. federal corporate tax rate on net deferred tax liabilities and an offsetting expense of $23.3
million to establish the valuation allowance on deferred interest carryforwards (subsequently reversed in 2018), losses of
certain TRS entities and the release of a tax reserve.
Although the TRS entities and certain other foreign entities have paid minimal cash federal, state and foreign income
taxes for the year ended December 31, 2019, their income tax liabilities may increase in future years as we exhaust net
operating loss (“NOL”) carryforwards and as our senior living and other operations grow. Such increases could be significant.
A reconciliation of income tax expense and benefit, which is computed by applying the federal corporate tax rate for
the years ended December 31, 2019, 2018 and 2017, to the income tax benefit is as follows:
For the Years Ended December 31,
2019
2018
2017
(In thousands)
Tax at statutory rate on earnings from continuing operations before
unconsolidated entities, noncontrolling interest and income taxes
$
77,803
$
State income taxes, net of federal benefit
Change in valuation allowance from ordinary operations
Decrease in ASC 740 income tax liability
Tax at statutory rate on earnings not subject to federal income taxes
Foreign rate differential and foreign taxes
Change in tax status of TRS
Effect of the 2017 Tax Act
Other differences
Income tax benefit
2,341
(47,227)
—
(90,862)
1,407
(52)
—
280
(56,310) $
$
$
80,811
(253)
(5,451)
(4,347)
(89,947)
1,924
359
(23,160)
111
(39,953) $
204,742
(1,115)
8,237
(4,750)
(231,379)
6,407
(690)
(41,212)
(39)
(59,799)
101
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Each TRS is a tax paying component for purposes of classifying deferred tax assets and liabilities. The tax effects of
temporary differences and carryforwards included in the net deferred tax liabilities are summarized as follows:
Property, primarily differences in depreciation and amortization, the tax basis
of land assets and the treatment of interests and certain costs
Operating loss and interest deduction carryforwards
Expense accruals and other
Valuation allowance
Net deferred tax liabilities
As of December 31,
2019
2018
2017
(In thousands)
$
$
(257,373) $
136,771
7,380
(40,114)
(153,336) $
(269,758) $
133,243
11,910
(80,614)
(205,219) $
(300,395)
146,732
12,890
(109,319)
(250,092)
We established beginning net deferred tax assets and liabilities related to temporary differences between the financial
reporting and the tax bases of assets acquired and liabilities assumed (primarily property, intangible and related assets, net of
NOL carryforwards) in connection with the following acquisitions:
Research and innovation acquisition
Miscellaneous acquisitions
Established beginning deferred tax assets or liabilities
For the Years Ended December 31,
2019
2018
2017
$
$
(In thousands)
— $
—
— $
— $
(922)
(922) $
19,262
(4,510)
14,752
Our net deferred tax liability decreased $51.9 million during 2019 primarily due to the $57.7 million reversal of
valuation allowances recorded against the net deferred tax assets of certain of our TRS entities. Our net deferred tax liability
decreased $44.8 million during 2018 primarily due to accounting for IRS guidance issued subsequent to the enactment of the
2017 Tax Act, specifically a $23.2 million benefit for the reversal of a valuation allowance on deferred interest carryforwards,
and tax losses of certain TRS entities. Our net deferred tax liability decreased $66.5 million during 2017 primarily due to
accounting for the 2017 Tax Act, specifically a $64.5 million benefit from the reduced U.S. federal corporate tax rate on net
deferred tax liabilities and an offsetting expense of $23.3 million to establish a provisional adjustment on deferred interest
carryforwards, the impact of TRS operating losses, currency translation adjustments, and purchase accounting adjustments.
Due to uncertainty regarding the realization of certain deferred tax assets, we have established valuation allowances,
primarily in connection with the NOL carryforwards related to certain TRSs. The amounts related to NOLs at the TRS entities
for 2019, 2018 and 2017 are $21.2 million, $55.1 million and $67.1 million, respectively.
We are subject to corporate level taxes (“built-in gains tax”) for any asset dispositions during the five-year period
immediately after the assets were owned by a C corporation (either prior to our REIT election, through stock acquisition or
merger). The amount of income potentially subject to built-in gains tax is generally equal to the lesser of the excess of the fair
value of the asset over its adjusted tax basis as of the date it became a REIT asset or the actual amount of gain. Some, but not
all, future gains could be offset by available NOL carryforwards.
At December 31, 2019, 2018 and 2017, the REIT had NOL carryforwards of $858.6 million, $910.7 million and
$973.4 million, respectively. Additionally, the REIT has $12.6 million of federal income tax credits that were carried over from
acquisitions. These amounts can be used to offset future taxable income (and/or taxable income for prior years if an audit
determines that tax is owed), if any. The REIT will be entitled to utilize NOLs and tax credit carryforwards only to the extent
that REIT taxable income exceeds our deduction for dividends paid. Certain NOL and credit carryforwards are limited as to
their utilization by Section 382 of the Code. The remaining REIT carryforwards begin to expire in 2020.
For the years ended December 31, 2019 and 2018, the net difference between tax bases and the reported amount of
REIT assets and liabilities for federal income tax purposes was approximately $3.5 billion and $3.8 billion, respectively, less
than the book bases of those assets and liabilities for financial reporting purposes.
Generally, we are subject to audit under the statute of limitations by the Internal Revenue Service (“IRS”) 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
102
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Revenue Agency and provincial authorities with respect to the Canadian entities for the year ended December 31, 2015 and
subsequent years. We are also subject to audit in Canada for periods subsequent to the acquisition, and certain prior periods,
with respect to entities acquired in 2014 from Holiday Retirement. We are subject to audit in the United Kingdom generally for
the periods ended in and subsequent to 2018.
The following table summarizes the activity related to our unrecognized tax benefits:
Balance as of January 1
Additions to tax positions related to prior years
Subtractions to tax positions related to prior years
Subtractions to tax positions as a result of the lapse of the statute of limitations
Balance as of December 31
2019
2018
(In thousands)
$
12,344
$
178
(395)
—
$
12,127
$
16,765
207
(1,720)
(2,908)
12,344
Included in these unrecognized tax benefits of $12.1 million and $12.3 million at December 31, 2019 and 2018,
respectively, were $10.7 million and $10.6 million of tax benefits at December 31, 2019 and 2018, respectively, that, if
recognized, would reduce our annual effective tax rate. We accrued no interest or penalties related to the unrecognized tax
benefits during 2019. We do not expect our unrecognized tax benefits to increase or decrease materially in 2020.
As a part of the transfer pricing structure in the normal course of business, the REIT enters into transactions with
certain TRSs, such as leasing transactions, other capital financing and allocation of general and administrative costs, which
transactions are intended to comply with Internal Revenue Service and foreign tax authority transfer pricing rules.
Subsequent Event
In the first quarter of 2020, we completed an internal restructuring of certain US taxable REIT subsidiaries. As a
result, we expect to record a $152 million tax benefit from the transfer of assets subject to certain deferred tax liabilities from
taxable REIT subsidiaries to the REIT in this tax-free transaction.
NOTE 14—COMMITMENTS AND CONTINGENCIES
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
103
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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 that, 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.
Certain Obligations, Liabilities and Litigation
We may be subject to various obligations, liabilities and litigation assumed in connection with or arising out of our
acquisitions or otherwise arising in connection with our business, some of which may be indemnifiable by third parties. If
these liabilities are greater than expected or were not known to us at the time of acquisition, if we are not entitled to
indemnification, or if the responsible third party fails to indemnify us, such obligations, liabilities and litigation could have a
Material Adverse Effect on us. In addition, in connection with the sale or leasing of our properties, we may incur various
obligations and liabilities, including indemnification obligations to the buyer or tenant, relating to the operations of those
properties, which could have a Material Adverse Effect on us.
Operating Leases
We lease real property, primarily land and corporate office space, and equipment, primarily vehicles at our seniors
housing communities. At inception, we establish an operating lease asset and operating lease liability calculated as the present
value of future minimum lease payments. As our leases do not provide an implicit rate, we use a discount rate that
approximates our incremental borrowing rate available at lease commencement to determine the present value. Incremental
borrowing rates are adjusted for the length of the individual lease term. The weighted average discount rate and remaining
lease term of our leases as of December 31, 2019 are 7.25% and 41.8 years, respectively. Operating lease assets and liabilities
are not recognized for leases with an initial term of 12 months or less.
Our lease expense primarily consists of ground and corporate office leases. Ground lease expense is included in
interest expense and corporate office lease expense is included in general, administrative and professional fees in the
Company's Consolidated Statements of Income. For the years ended December 31, 2019 and 2018 we recognized $32.6
million and $32.3 million of expense relating to our leases. For the years ended December 31, 2019 and 2018, cash paid for
leases was $25.8 million and $26.7 million, respectively as reported within operating cash outflows in our Consolidated
Statements of Cash Flows.
The following table summarizes future minimum lease obligations under non-cancelable ground and other operating
leases as of December 31, 2019 (in thousands):
2020
2021(1)
2022(1)
2023
2024
Thereafter
Total undiscounted minimum lease payments
Less: imputed interest
Operating lease liabilities
$
$
24,395
56,948
28,023
19,322
18,398
644,996
792,082
(540,886)
251,196
(1) Obligations include payment of ground rent upon substantial completion of in progress research and innovation
developments.
104
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 15—EARNINGS PER SHARE
The following table shows the amounts used in computing our basic and diluted earnings per common share:
Numerator for basic and diluted earnings per share:
Income from continuing operations
Discontinued operations
Net income
Net income attributable to noncontrolling interests
For the Years Ended December 31,
2019
2018
2017
(In thousands, except per share amounts)
$
439,297
$
—
439,297
6,281
$
415,991
(10)
415,981
6,514
1,361,222
(110)
1,361,112
4,642
Net income attributable to common stockholders
$
433,016
$
409,467
$
1,356,470
Denominator:
Denominator for basic earnings per share—weighted average shares
365,977
356,265
355,326
Effect of dilutive securities:
Stock options
Restricted stock awards
OP unitholder interests
Denominator for diluted earnings per share—adjusted weighted
average shares
Basic earnings per share:
Income from continuing operations
Net income attributable to common stockholders
Diluted earnings per share:
Income from continuing operations
Net income attributable to common stockholders
391
527
2,991
174
331
2,531
494
265
2,481
369,886
359,301
358,566
$
$
$
$
1.20
1.18
1.19
1.17
$
$
1.17
1.15
1.16
1.14
3.83
3.82
3.80
3.78
There were 1.1 million, 3.5 million and 3.0 million anti-dilutive options outstanding for the years ended December 31,
2019, 2018 and 2017, respectively.
NOTE 16—PERMANENT AND TEMPORARY 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 year ended December 31, 2019, we sold 2.7 million shares of our
common stock under our ATM program for gross proceeds of $66.75 per share. As of December 31, 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.
During the year ended December 31, 2018, we sold no shares of common stock under our ATM program.
During the year ended December 31, 2017, we issued and sold 1.1 million shares of common stock under our previous
ATM program.
Excess Share Provision
In order to preserve our ability to maintain REIT status, our Charter provides that if a person acquires beneficial
ownership of more than 9% of our outstanding common stock or 9.9% of our outstanding preferred stock, the shares that are
105
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
beneficially owned in excess of such limit are deemed to be excess shares. These shares are automatically deemed transferred
to a trust for the benefit of a charitable institution or other qualifying organization selected by our Board of Directors. The trust
is entitled to all dividends with respect to the shares and the trustee may exercise all voting power over the shares.
We have the right to buy the excess shares for a purchase price equal to the lesser of the price per share in the
transaction that created the excess shares or the market price on the date we buy the shares, and we may defer payment of the
purchase price for the excess shares for up to five years. If we do not purchase the excess shares, the trustee of the trust is
required to transfer the excess shares at the direction of the Board of Directors. The owner of the excess shares is entitled to
receive the lesser of the proceeds from the sale or the original purchase price for such excess shares, and any additional
amounts are payable to the beneficiary of the trust. As of December 31, 2019, there were no shares in the trust.
Our Board of Directors is empowered to grant waivers from the excess share provisions of our Charter.
Accumulated Other Comprehensive Loss
The following is a summary of our accumulated other comprehensive loss:
Foreign currency translation
Available for sale securities
Derivative instruments
Total accumulated other comprehensive loss
Redeemable OP Unitholder and Noncontrolling Interests
As of December 31,
2019
2018
(In thousands)
$
$
(51,743) $
27,380
(10,201)
(34,564) $
(55,016)
15,746
19,688
(19,582)
The following is a rollforward of our redeemable OP unitholder and noncontrolling interests for 2019:
Balance as of December 31, 2018
New issuances (1)
Change in valuation
Distributions and other
Redemptions
Balance as of December 31, 2019
Redeemable OP
Unitholder Interests
Redeemable
Noncontrolling
Interests
(In thousands)
Total Redeemable OP
Unitholder and
Noncontrolling
Interests
$
$
174,552
$
13,589
$
—
7,389
(9,298)
(1,465)
171,178
81,181
7,730
—
—
$
102,500
$
188,141
81,181
15,119
(9,298)
(1,465)
273,678
(1)
Includes the redeemable portion of LGM's interest in certain seniors housing communities acquired in September 2019.
NOTE 17—RELATED PARTY TRANSACTIONS
Atria provides comprehensive property management and accounting services with respect to our seniors housing
communities that Atria operates, for which we pay annual management fees pursuant to long-term management agreements.
For the years ended December 31, 2019, 2018 and 2017, we incurred fees to Atria of $62.1 million, $60.1 million and $59.7
million respectively, the majority of which are recorded within property-level operating expenses in our Consolidated
Statements of Income.
Our 34% ownership interest in Atria entitles us to customary rights and minority protections, as well as the right to
appoint two of six members on the Atria Board of Directors.
As of December 31, 2019, we leased 10 hospital campuses to Ardent pursuant to a single, triple-net master lease
agreement. For the years ended December 31, 2019, 2018 and 2017, we recognized rental income from Ardent of $118.8
million, $114.8 million and $110.8 million, respectively, relating to the Ardent master lease.
106
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Our 9.8% ownership interest in Ardent entitles us to customary rights and minority protections, as well as the right to
appoint one of 11 members on the Ardent Board of Directors.
In January 2018, we transitioned the management of 76 private pay seniors housing communities to ESL. These
assets, substantially all of which were previously leased by Elmcroft Senior Living (“Elmcroft”) under triple-net leases, are
now operated by ESL under a management contract with us and are included in the senior living operations reportable business
segment. Upon termination of our lease with Elmcroft, we derecognized our accumulated straight-line receivable balance and
offsetting reserve of $75.2 million. For the years ended December 31, 2019 and 2018, we incurred $8.2 million and $23.6
million respectively of transaction and integration costs relating to this transaction, net of property-level net assets assumed for
no consideration, included in merger-related expenses and deal costs in our Consolidated Statements of Income.
In January 2018, we acquired a 34% ownership interest in ESL which entitles us to customary rights and minority
protections, as well as the right to appoint two of six members to the ESL Board of Directors. ESL management owns the 66%
controlling interest.
ESL provides comprehensive property management and accounting services with respect to our seniors housing
communities that ESL operates, for which we pay annual management fees pursuant to a management agreement. For the
years ended December 31, 2019 and 2018, we incurred fees to ESL of $14.6 million and $12.9 million, respectively, the
majority of which are recorded within property-level operating expenses in our Consolidated Statements of Income.
NOTE 18—QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
Summarized unaudited consolidated quarterly information is provided below:
Revenues
Income from continuing operations
Net income
Net income attributable to noncontrolling interests
Net income attributable to common stockholders
Basic earnings per share:
Income from continuing operations
Net income attributable to common stockholders
Diluted earnings per share:
Income from continuing operations
Net income attributable to common stockholders
Dividends declared per common share
For the Year Ended December 31, 2019
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
(In thousands, except per share amounts)
$
$
$
$
$
942,874
127,588
127,588
1,803
125,785
0.36
0.35
0.35
0.35
$
$
$
$
$
950,717
211,898
211,898
1,369
210,529
0.59
0.58
0.58
0.58
$
$
$
$
$
983,155
86,918
86,918
1,659
85,259
0.23
0.23
0.23
0.23
996,004
12,893
12,893
1,450
11,443
0.03
0.03
0.03
0.03
0.7925
$
0.7925
$
0.7925
$
0.7925
$
$
$
$
$
$
107
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Revenues
Income from continuing operations
Discontinued operations
Net income
Net income attributable to noncontrolling interests
Net income attributable to common stockholders
Basic earnings per share:
Income from continuing operations
Net income attributable to common stockholders
Diluted earnings per share:
Income from continuing operations
Net income attributable to common stockholders
Dividends declared per common share
NOTE 19—SEGMENT INFORMATION
For the Year Ended December 31, 2018
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
(In thousands, except per share amounts)
$
$
$
$
$
943,705
80,108
(10)
80,098
1,395
78,703
0.22
0.22
0.22
0.22
$
$
$
$
$
942,304
169,300
—
169,300
2,781
166,519
0.48
0.47
0.47
0.46
$
$
$
$
$
936,538
103,281
—
103,281
1,309
101,972
0.29
0.29
0.29
0.28
923,263
63,302
—
63,302
1,029
62,273
0.18
0.17
0.18
0.17
0.79
$
0.79
$
0.79
$
0.7925
$
$
$
$
$
$
As of December 31, 2019, we operated through three reportable business segments: triple-net leased properties, senior
living operations and office operations. In our triple-net leased properties segment, we invest in and own seniors housing and
healthcare properties throughout the United States and the United Kingdom and lease those properties to healthcare operating
companies under “triple-net” or “absolute-net” leases that obligate the tenants to pay all property-related expenses. In our
senior living operations segment, we invest in seniors housing communities throughout the United States and Canada and
engage independent operators, such as Atria 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 Annual
Report on Form 10-K.
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.
108
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Summary information by reportable business segment is as follows:
Revenues:
Rental income
For the Year Ended December 31, 2019
Triple-Net
Leased
Properties
Senior
Living
Operations
Office
Operations
(In thousands)
All
Other
Total
$
780,898
$
— $
828,978
$
— $ 1,609,876
Resident fees and services
— 2,151,533
Office building and other services revenue
Income from loans and investments
Interest and other income
Total revenues
Total revenues
Less:
Interest and other income
Property-level operating expenses
Office building services costs
Segment NOI
Interest and other income
Interest expense
Depreciation and amortization
General, administrative and professional fees
Loss on extinguishment of debt, net
Merger-related expenses and deal costs
Other
Loss from unconsolidated entities
Gain on real estate dispositions
Income tax benefit
Income from continuing operations
Discontinued operations
Net income
Net income attributable to noncontrolling interests
Net income attributable to common stockholders
—
—
—
—
—
—
—
7,747
—
—
$
$
780,898
$ 2,151,533
780,898
$ 2,151,533
$
$
836,725
836,725
$
$
— 2,151,533
3,409
89,201
10,984
11,156
89,201
10,984
103,594
$ 3,872,750
103,594
$ 3,872,750
—
—
—
10,984
10,984
26,561
1,521,398
—
—
260,249
2,319
— 1,808,208
—
2,319
$
754,337
$
630,135
$
574,157
$
92,610
2,051,239
10,984
(451,662)
(1,045,620)
(165,996)
(41,900)
(15,235)
17,609
(2,454)
26,022
56,310
439,297
—
439,297
6,281
433,016
$
109
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Revenues:
Rental income
For the Year Ended December 31, 2018
Triple-Net
Leased
Properties
Senior
Living
Operations
Office
Operations
(In thousands)
All
Other
Total
$
737,796
$
— $
776,011
$
— $ 1,513,807
Resident fees and services
— 2,069,477
Office building and other services revenue
Income from loans and investments
Interest and other income
Total revenues
Total revenues
Less:
Interest and other income
Property-level operating expenses
Office building services costs
Segment NOI
Interest and other income
Interest expense
Depreciation and amortization
General, administrative and professional fees
Loss on extinguishment of debt, net
Merger-related expenses and deal costs
Other
Loss from unconsolidated entities
Gain on real estate dispositions
Income tax benefit
Income from continuing operations
Discontinued operations
Net income
Net income attributable to noncontrolling interests
Net income attributable to common stockholders
2,522
—
—
—
—
—
—
7,592
—
—
$
$
740,318
$ 2,069,477
740,318
$ 2,069,477
$
$
783,603
783,603
$
$
— 2,069,477
3,302
124,218
24,892
13,416
124,218
24,892
152,412
$ 3,745,810
152,412
$ 3,745,810
—
—
—
24,892
24,892
— 1,446,201
—
—
243,679
1,418
— 1,689,880
—
1,418
$
740,318
$
623,276
$
538,506
$
127,520
2,029,620
24,892
(442,497)
(919,639)
(151,982)
(58,254)
(30,547)
(66,768)
(55,034)
46,247
39,953
415,991
(10)
415,981
6,514
$
409,467
110
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Revenues:
Rental income
For the Year Ended December 31, 2017
Triple-Net
Leased
Properties
Senior
Living
Operations
Office
Operations
(In thousands)
All
Other
Total
$
840,131
$
— $
753,467
$
— $ 1,593,598
Resident fees and services
— 1,843,232
Office building and other services revenue
Income from loans and investments
Interest and other income
Total revenues
Total revenues
Less:
Interest and other income
Property-level operating expenses
Office building services costs
Segment NOI
Interest and other income
Interest expense
Depreciation and amortization
General, administrative and professional fees
Loss on extinguishment of debt, net
Merger-related expenses and deal costs
Other
Loss from unconsolidated entities
Gain on real estate dispositions
Income tax benefit
Income from continuing operations
Discontinued operations
Net income
Net income attributable to noncontrolling interests
Net income attributable to common stockholders
4,580
—
—
—
—
—
—
7,497
—
—
$
$
844,711
$ 1,843,232
844,711
$ 1,843,232
$
$
760,964
760,964
$
$
— 1,843,232
1,600
117,608
6,034
13,677
117,608
6,034
125,242
$ 3,574,149
125,242
$ 3,574,149
—
—
—
6,034
6,034
— 1,250,065
—
—
233,007
3,391
— 1,483,072
—
3,391
$
844,711
$
593,167
$
524,566
$
119,208
2,081,652
6,034
(448,196)
(887,948)
(135,490)
(754)
(10,535)
(20,052)
(561)
717,273
59,799
1,361,222
(110)
1,361,112
4,642
$ 1,356,470
Assets by reportable business segment are as follows:
Assets:
Triple-net leased properties
Senior living operations
Office operations
All other assets
Total assets
As of December 31,
2019
2018
(Dollars in thousands)
$
6,381,657
25.8% $
6,795,142
10,142,023
7,173,401
995,127
41.1
29.1
4.0
8,156,187
6,772,957
860,269
30.1%
36.1
30.0
3.8
$ 24,692,208
100.0% $ 22,584,555
100.0%
111
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Capital expenditures, including investments in real estate property and development project expenditures, by
reportable business segment are as follows:
Capital expenditures:
Triple-net leased properties
Senior living operations
Office operations
Total capital expenditures
For the Years Ended December 31,
2019
2018
2017
(In thousands)
$
55,429
$
58,744
$
944,214
519,129
337,750
332,147
254,542
261,900
579,885
$
1,518,772
$
728,641
$
1,096,327
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:
Revenues:
United States
Canada
United Kingdom
Total revenues
Net real estate property:
United States
Canada
United Kingdom
Total net real estate property
For the Years Ended December 31,
2019
2018
2017
(In thousands)
$
3,578,341
$
3,524,875
$
3,361,682
266,946
27,463
192,350
28,585
186,049
26,418
$
3,872,750
$
3,745,810
$
3,574,149
As of December 31,
2019
2018
(In thousands)
$ 18,631,352
$ 18,861,163
2,830,850
266,885
963,588
268,906
$ 21,729,087
$ 20,093,657
NOTE 20—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. None of our other subsidiaries is obligated
with respect to Ventas Canada’s outstanding senior notes, all of which were issued on a private placement basis in Canada.
In connection with the NHP acquisition, our 100% owned subsidiary, 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.
112
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following summarizes our condensed consolidating information as of December 31, 2019 and 2018 and for the
years ended December 31, 2019, 2018, and 2017:
CONDENSED CONSOLIDATING BALANCE SHEET
Ventas, Inc.
Ventas Realty
Consolidated
Elimination
Consolidated
As of December 31, 2019
Ventas
Subsidiaries
(In thousands)
$
14,714
$
108,533
$
22,355,474
$
— $
22,478,721
1,904
1,205
—
128
104,459
38,406
—
—
—
—
—
—
—
—
83,190
1,499
1,051,161
91,433
47,495
792,607
—
—
—
—
$
15,875,910
$
2,838,270
$
24,481,035
$
(18,503,007) $
24,692,208
106,363
39,739
—
1,051,161
91,433
47,495
877,296
Assets
Net real estate investments
Cash and cash equivalents
Escrow deposits and restricted cash
Goodwill
Assets held for sale
Deferred income tax assets, net
Other assets
Total assets
Liabilities and equity
Liabilities:
Investment in and advances to affiliates
15,774,897
2,728,110
—
(18,503,007)
Senior notes payable and other debt
$
— $
8,352,384
$
3,806,389
$
— $
12,158,773
Intercompany loans
Accrued interest
Operating lease liabilities
Accounts payable and other liabilities
Liabilities related to assets held for sale
Deferred income tax liabilities
8,789,600
(5,105,070)
(3,684,530)
(14,522)
14,498
342,828
—
1,329
94,874
519
20,360
—
—
30,763
236,179
782,512
5,463
199,502
Total liabilities
9,133,733
3,363,067
1,376,278
—
—
—
—
—
—
—
—
—
111,115
251,196
1,145,700
5,463
200,831
13,873,078
273,678
Redeemable OP unitholder and
noncontrolling interests
Total equity
102,657
6,639,520
—
171,021
(524,797)
22,933,736
(18,503,007)
10,545,452
Total liabilities and equity
$
15,875,910
$
2,838,270
$
24,481,035
$
(18,503,007) $
24,692,208
113
Assets
Net real estate investments
Cash and cash equivalents
Escrow deposits and restricted cash
Goodwill
Assets held for sale
Other assets
Total assets
Liabilities and equity
Liabilities:
Intercompany loans
Accrued interest
Accounts payable and other liabilities
Liabilities related to assets held for sale
Deferred income taxes
Total liabilities
Redeemable OP unitholder and
noncontrolling interests
Total equity
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
CONDENSED CONSOLIDATING BALANCE SHEET
Ventas, Inc.
Ventas
Realty
As of December 31, 2018
Ventas
Subsidiaries
(In thousands)
Consolidated
Elimination
Consolidated
$
3,598
$
112,691
$
20,521,615
$
— $
20,637,904
6,470
4,211
—
128
65,807
54,848
—
—
—
—
45,989
—
—
4,443
1,050,548
5,454
708,753
—
—
—
72,277
59,187
—
1,050,548
5,454
759,185
$
15,716,860
$
2,843,460
$
22,407,025
$
(18,382,790) $
22,584,555
Investment in and advances to affiliates
15,656,592
2,726,198
—
(18,382,790)
Senior notes payable and other debt
$
— $
8,620,867
$
2,112,832
$
— $
10,733,699
8,580,896
(5,629,764)
(2,951,132)
(9,953)
319,753
—
608
85,717
19,178
—
—
8,891,304
3,095,998
23,903
747,099
205
204,611
137,518
—
—
—
—
—
—
—
—
99,667
1,086,030
205
205,219
12,124,820
188,141
13,746
6,811,810
—
174,395
(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
114
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
CONDENSED CONSOLIDATING STATEMENT OF INCOME
Ventas, Inc.
For the Year Ended December 31, 2019
Ventas
Subsidiaries
(In thousands)
Consolidated
Elimination
Ventas Realty
Consolidated
Revenues
Rental income
Resident fees and services
Office building and other services revenues
Income from loans and investments
Equity earnings in affiliates
Interest and other income
Total revenues
Expenses
Interest
Depreciation and amortization
Property-level operating expenses
Office building services costs
General, administrative and professional fees
Loss on extinguishment of debt, net
Merger-related expenses and deal costs
Other
Total expenses
Income (loss) before unconsolidated entities,
real estate dispositions, income taxes and
noncontrolling interests
Loss from unconsolidated entities
Gain on real estate dispositions
Income tax benefit
Income (loss) from continuing operations
Net income (loss)
Net income attributable to noncontrolling
interests
Net income (loss) attributable to common
stockholders
$
1,074
$
142,562
$
1,466,240
$
— $
1,609,876
—
—
2,812
362,143
214
366,243
(87,222)
5,686
—
—
6,512
—
7,170
2,077
(65,777)
—
—
—
—
192
142,754
323,860
5,410
578
—
17,958
41,875
—
2
389,683
2,151,533
11,156
86,389
(2,469)
10,578
3,723,427
215,024
1,034,524
1,807,630
2,319
141,526
25
8,065
(19,688)
3,189,425
—
—
—
(359,674)
—
(359,674)
—
—
—
—
—
—
—
—
—
2,151,533
11,156
89,201
—
10,984
3,872,750
451,662
1,045,620
1,808,208
2,319
165,996
41,900
15,235
(17,609)
3,513,331
432,020
(246,929)
534,002
(359,674)
359,419
—
930
66
433,016
433,016
—
88
—
(246,841)
(246,841)
(2,454)
25,004
56,244
612,796
612,796
—
—
—
(359,674)
(359,674)
(2,454)
26,022
56,310
439,297
439,297
—
—
6,281
—
6,281
$
433,016
$
(246,841) $
606,515
$
(359,674) $
433,016
115
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
CONDENSED CONSOLIDATING STATEMENT OF INCOME
Ventas, Inc.
For the Year Ended December 31, 2018
Ventas
Subsidiaries
(In thousands)
Consolidated
Elimination
Ventas Realty
Consolidated
Revenues
Rental income
Resident fees and services
Office building and other services revenues
Income from loans and investments
Equity earnings in affiliates
Interest and other income
Total revenues
Expenses
Interest
Depreciation and amortization
Property-level operating expenses
Office building services costs
General, administrative and professional fees
Loss on extinguishment of debt, net
Merger-related expenses and deal costs
Other
Total expenses
Income (loss) before unconsolidated entities,
real estate dispositions, income taxes,
discontinued operations and
noncontrolling interests
Loss from unconsolidated entities
Gain on real estate dispositions
Income tax benefit
Income (loss) from continuing operations
Discontinued operations
Net income (loss)
Net income attributable to noncontrolling
interests
Net income (loss) attributable to common
stockholders
$
1,407
$
139,043
$
1,373,357
$
— $
1,513,807
—
—
1,640
308,764
23,802
335,613
(98,411)
5,425
—
—
(2,866)
355
25,880
4,881
(64,736)
—
—
—
—
19
139,062
327,898
5,680
283
—
18,845
55,910
—
3
408,619
400,349
(269,557)
—
6,653
2,475
409,477
(10)
409,467
—
—
—
(269,557)
—
(269,557)
2,069,477
13,416
122,578
(2,696)
1,071
3,577,203
213,010
908,534
1,689,597
1,418
136,003
1,989
4,667
61,884
3,017,102
560,101
(55,034)
39,594
37,478
582,139
—
582,139
—
—
—
(306,068)
—
(306,068)
—
—
—
—
—
—
—
—
—
(306,068)
—
—
—
(306,068)
—
(306,068)
2,069,477
13,416
124,218
—
24,892
3,745,810
442,497
919,639
1,689,880
1,418
151,982
58,254
30,547
66,768
3,360,985
384,825
(55,034)
46,247
39,953
415,991
(10)
415,981
—
—
6,514
—
6,514
$
409,467
$
(269,557) $
575,625
$
(306,068) $
409,467
116
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
CONDENSED CONSOLIDATING STATEMENT OF INCOME
Revenues
Rental income
Resident fees and services
Office building and other services revenues
Income from loans and investments
Equity earnings in affiliates
Interest and other income
Total revenues
Expenses
Interest
Depreciation and amortization
Property-level operating expenses
Office building services costs
General, administrative and professional fees
Loss (gain) on extinguishment of debt, net
Merger-related expenses and deal costs
Other
Total expenses
Income (loss) before unconsolidated entities,
real estate dispositions, income taxes,
discontinued operations and
noncontrolling interests
Loss from unconsolidated entities
Gain on real estate dispositions
Income tax benefit
Income from continuing operations
Discontinued operations
Net income
Net income attributable to noncontrolling
interests
Net income attributable to common
stockholders
For the Year Ended December 31, 2017
Ventas, Inc.
Ventas Realty
Ventas
Subsidiaries
(In thousands)
Consolidated
Elimination
Consolidated
$
2,383
$
178,165
$
1,413,050
$
— $
1,593,598
—
—
—
—
—
1,843,232
13,677
116,372
5,086
646
—
—
—
(1,265,751)
—
1,843,232
13,677
117,608
—
6,034
178,165
3,392,063
(1,265,751)
3,574,149
319,632
7,510
330
—
16,976
942
—
1
229,949
874,955
1,482,742
3,391
116,474
(188)
739
17,804
(81,819)
345,391
2,725,866
—
—
—
—
—
—
—
—
—
448,196
887,948
1,483,072
3,391
135,490
754
10,535
20,052
2,989,438
—
—
1,236
1,260,665
5,388
1,269,672
(101,385)
5,483
—
—
2,040
—
9,796
2,247
1,351,491
(167,226)
666,197
(1,265,751)
584,711
—
—
5,089
1,356,580
(110)
1,356,470
—
675,808
—
508,582
—
508,582
(561)
41,465
54,710
761,811
—
—
—
—
(561)
717,273
59,799
(1,265,751)
1,361,222
—
(110)
761,811
(1,265,751)
1,361,112
—
—
4,642
—
4,642
$
1,356,470
$
508,582
$
757,169
$
(1,265,751) $
1,356,470
117
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME
Net income (loss)
$
433,016
$
Ventas, Inc.
Ventas Realty
Consolidated
For the Year Ended December 31, 2019
Ventas
Subsidiaries
(In thousands)
612,796
(246,841) $
$
Consolidated
Elimination
(359,674) $
Other comprehensive loss:
Foreign currency translation
Unrealized gain on available for sale
securities
Derivative instruments
Total other comprehensive loss
Comprehensive income (loss)
Comprehensive income attributable to
noncontrolling interests
Comprehensive income (loss) attributable to
common stockholders
—
—
—
—
—
—
—
—
433,016
(246,841)
5,729
11,634
(30,814)
(13,451)
599,345
—
—
—
—
(359,674)
439,297
5,729
11,634
(30,814)
(13,451)
425,846
—
—
7,649
—
7,649
$
433,016
$
(246,841) $
591,696
$
(359,674) $
418,197
Ventas, Inc.
For the Year Ended December 31, 2018
Ventas
Subsidiaries
(In thousands)
Consolidated
Elimination
Ventas Realty
Consolidated
Net income (loss)
$
409,467
$
(269,557) $
582,139
$
(306,068) $
415,981
Other comprehensive income:
Foreign currency translation
Unrealized gain on available for sale
securities
Derivative instruments
Total other comprehensive income
—
—
—
—
—
—
—
—
(9,436)
14,944
10,030
15,538
—
—
—
—
(9,436)
14,944
10,030
15,538
Comprehensive income (loss)
409,467
(269,557)
597,677
(306,068)
431,519
Comprehensive income attributable to
noncontrolling interests
Comprehensive income (loss) attributable to
—
—
6,514
—
6,514
common stockholders
$
409,467
$
(269,557) $
591,163
$
(306,068) $
425,005
For the Year Ended December 31, 2017
Ventas, Inc.
Ventas Realty
Ventas
Subsidiaries
(In thousands)
Consolidated
Elimination
Consolidated
Net income
$
1,356,470
$
508,582
$
761,811
$
(1,265,751) $
1,361,112
Other comprehensive income:
Foreign currency translation
Unrealized loss on available for sale
securities
Derivative instruments
Total other comprehensive income
—
—
—
—
—
—
—
—
20,612
(437)
2,239
22,414
—
—
—
—
20,612
(437)
2,239
22,414
Comprehensive income
1,356,470
508,582
784,225
(1,265,751)
1,383,526
Comprehensive income attributable to
noncontrolling interests
Comprehensive income attributable to
common stockholders
—
—
4,642
—
4,642
$
1,356,470
$
508,582
$
779,583
$
(1,265,751) $
1,378,884
118
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Year Ended December 31, 2019
Ventas, Inc.
Ventas Realty
Ventas
Subsidiaries
Consolidated
Elimination
Consolidated
(In thousands)
$
59,433
$
(179,258) $
1,557,608
$
— $
1,437,783
Net cash used in investing activities
(117,240)
(790)
(1,467,269)
Net cash provided by (used in) operating
activities
Cash flows from investing activities:
Net investment in real estate property
Investment in loans receivable
Proceeds from real estate disposals
Proceeds from loans receivable
Development project expenditures
Capital expenditures
Distributions from unconsolidated entities
Investment in unconsolidated entities
Insurance proceeds for property damage
claims
Cash flows from financing activities:
Net change in borrowings under revolving
credit facilities
Net change in borrowings under
commercial paper program
Proceeds from debt
Repayment of debt
Net change in intercompany debt
Payment of deferred financing costs
Issuance of common stock, net
—
—
—
—
225,407
—
942,085
Cash distribution to common stockholders
(1,157,720)
Cash distribution to redeemable OP
unitholders
Purchases of redeemable OP Units
Contributions from noncontrolling interests
Distributions to noncontrolling interests
Proceeds from stock option exercises
Other
Net cash provided by (used in) financing
activities
Net (decrease) increase in cash, cash
equivalents and restricted cash
Effect of foreign currency translation
Cash, cash equivalents and restricted cash at
beginning of period
Cash, cash equivalents and restricted cash at
end of period
(235,807)
(21,799)
147,546
60
(7,240)
—
—
—
—
—
—
—
—
(790)
—
—
—
—
(722,318)
(1,236,388)
309
1,017,249
(395,893)
(156,724)
172
(3,855)
30,179
(577,996)
565,524
1,793,154
(2,109,894)
525,608
(16,348)
—
—
—
—
—
—
—
—
8,105
—
1,220,037
(514,022)
(751,015)
(5,055)
—
—
(9,218)
(2,203)
6,282
(9,717)
—
(17)
—
—
—
—
36,179
(8,502)
37,449
180,048
(56,823)
(20,358)
12,786
10,681
—
—
128
33,516
(11,306)
120,655
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(958,125)
(1,258,187)
147,855
1,017,309
(403,923)
(156,724)
172
(3,855)
30,179
(1,585,299)
(569,891)
565,524
3,013,191
(2,623,916)
—
(21,403)
942,085
(1,157,720)
(9,218)
(2,203)
6,282
(9,717)
36,179
(8,519)
160,674
13,158
1,480
131,464
$
3,109
$
128
$
142,865
$
— $
146,102
119
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Year Ended December 31, 2018
Ventas, Inc.
Ventas Realty
Ventas
Subsidiaries
Consolidated
Elimination
Consolidated
(In thousands)
$
45,334
$
(194,283) $
1,530,416
$
— $
1,381,467
Net cash provided by (used in) operating
activities
Cash flows from investing activities:
Net investment in real estate property
Investment in loans receivable and other
Proceeds from real estate disposals
Proceeds from loans receivable
Development project expenditures
Capital expenditures
Distributions from unconsolidated entities
Investment in unconsolidated entities
Insurance proceeds for property damage
claims
Net cash provided by (used in) investing
activities
Cash flows from financing activities:
Net change in borrowings under unsecured
revolving credit facility
Proceeds from debt
Repayment of debt
Purchase of noncontrolling interests
Payment of deferred financing costs
Cash distribution (to) from affiliates
Cash distribution to common stockholders
Cash distribution to redeemable OP
unitholders
Cash issued for redemption of OP Units
Contributions from noncontrolling interests
Distributions to noncontrolling interests
Proceeds from stock option exercises
Other
Net cash (used in) provided by financing
activities
Net decrease in cash, cash equivalents and
restricted cash
Effect of foreign currency translation
Cash, cash equivalents and restricted cash at
beginning of period
Cash, cash equivalents and restricted cash at
end of period
(265,907)
(4,307)
353,792
1,490
—
—
—
—
—
—
—
—
—
—
(1,199)
—
—
—
—
(225,227)
—
910,050
(330,876)
(130,659)
57,455
(47,007)
6,891
85,068
(1,199)
240,627
—
—
—
326,620
2,309,141
(2,954,654)
(5,157)
240,332
(510,925)
(8,271)
—
(490,214)
(1,127,143)
—
—
—
—
8,762
(5,057)
—
(15,861)
—
—
—
—
—
—
—
—
3,547
(4,751)
490,214
—
(7,459)
(1,370)
1,883
(11,574)
—
—
(153,112)
195,482
(1,804,307)
(22,710)
(13,554)
46,945
—
—
128
(33,264)
12,739
141,180
Net change in intercompany debt
1,468,811
530,236
(1,999,047)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(265,907)
(229,534)
353,792
911,540
(330,876)
(131,858)
57,455
(47,007)
6,891
324,496
321,463
2,549,473
(3,465,579)
—
(4,724)
(20,612)
—
(1,127,143)
(7,459)
(1,370)
1,883
(11,574)
8,762
(5,057)
(1,761,937)
(55,974)
(815)
188,253
$
10,681
$
128
$
120,655
$
— $
131,464
120
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
Net cash provided by (used in) operating
activities
Cash flows from investing activities:
Net investment in real estate property
Investment in loans receivable and other
Proceeds from real estate disposals
Proceeds from loans receivable
Development project expenditures
Capital expenditures
Distributions from unconsolidated entities
Investment in unconsolidated entities
Insurance proceeds for property damage
claims
Net cash provided by (used in) investing
activities
Cash flows from financing activities:
Net change in borrowings under unsecured
revolving credit facility
Proceeds from debt
Repayment of debt
Net change in intercompany debt
Purchase of noncontrolling interests
Payment of deferred financing costs
Issuance of common stock, net
Cash distribution (to) from affiliates
Cash distribution to common stockholders
Cash distribution to redeemable OP
unitholders
Contributions from noncontrolling interests
Distributions to noncontrolling interests
Proceeds from stock option exercises
Other
Net cash (used in) provided by financing
activities
Net (decrease) increase in cash, cash
equivalents and restricted cash
Effect of foreign currency translation
Cash, cash equivalents and restricted cash at
beginning of period
Cash, cash equivalents and restricted cash at
end of period
For the Year Ended December 31, 2017
Ventas, Inc.
Ventas Realty
Ventas
Subsidiaries
Consolidated
Elimination
Consolidated
(In thousands)
$
149,923
$
(143,960) $
1,422,789
$
— $
1,428,752
(635,352)
(4,633)
859,587
47
—
—
—
—
—
—
—
—
—
—
(726)
—
—
—
(29,332)
(743,486)
287
101,050
(299,085)
(131,832)
6,169
(61,220)
1,419
219,649
(726)
(1,156,030)
—
—
—
1,003,315
(15,809)
—
73,596
(803,257)
(827,285)
—
—
—
16,287
(5,705)
478,868
793,904
(778,606)
(917,917)
—
(20,450)
—
587,511
—
—
—
—
—
—
(94,085)
317,745
(590,478)
(85,398)
—
(6,847)
—
215,746
—
(5,677)
4,402
(11,187)
—
—
(558,858)
143,310
(255,779)
(189,286)
28,442
(1,376)
—
10,980
(27,861)
207,789
1,504
158,061
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(664,684)
(748,119)
859,874
101,097
(299,085)
(132,558)
6,169
(61,220)
1,419
(937,107)
384,783
1,111,649
(1,369,084)
—
(15,809)
(27,297)
73,596
—
(827,285)
(5,677)
4,402
(11,187)
16,287
(5,705)
(671,327)
(179,682)
581
367,354
$
46,945
$
128
$
141,180
$
— $
188,253
121
VENTAS, INC.
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
Allowance Accounts
Additions
Deductions
(In thousands)
Year Ended December 31,
Balance at
Beginning of
Year
Charged to
Earnings
Acquired
Properties
Uncollectible
Accounts
Written-off
Disposed
Properties
Balance at
End of Year
2018
Allowance for doubtful accounts
Straight-line rent receivable
allowance (1)
2017
Allowance for doubtful accounts
Straight-line rent receivable
allowance
$
$
$
$
$
$
15,164
10,708
117,764
132,928
(71,543)
(60,835)
11,637
109,836
121,473
7,207
8,540
15,747
3,515
—
3,515
—
—
—
(7,533)
—
(7,533)
(3,237)
—
(3,237)
(9) $
21,845
(1,576) $
(1,585) $
44,645
66,490
(443) $
15,164
(612) $
(1,055) $
117,764
132,928
(1) Amounts charged to earnings primarily relate to termination of lease arrangements with Elmcroft in January 2018.
122
VENTAS, INC.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
Reconciliation of real estate:
Carrying cost:
Balance at beginning of period
Additions during period:
Acquisitions
Capital expenditures
Deductions during period:
Foreign currency translation
Other(1)
Balance at end of period
Accumulated depreciation:
Balance at beginning of period
Additions during period:
Depreciation expense
Dispositions:
Sales and/or transfers to assets held for sale
Foreign currency translation
Balance at end of period
For the Years Ended December 31,
2019
2018
2017
(In thousands)
$ 24,973,983
$ 24,712,478
$ 23,859,816
1,941,016
563,706
318,895
446,490
702,501
453,829
107,508
(460,490)
$ 27,125,723
(105,192)
(398,688)
$ 24,973,983
93,490
(397,158)
$ 24,712,478
$
5,492,310
$
4,802,917
$
4,208,010
828,954
791,882
760,314
(136,093)
12,755
$
6,197,926
$
(84,819)
(17,670)
5,492,310
(176,918)
11,511
$
4,802,917
(1) Other may include sales, transfers to assets held for sale and impairments.
123
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5
1
VENTAS, INC.
SCHEDULE IV
MORTGAGE LOANS ON REAL ESTATE
December 31, 2019
Location
Number of
RE Assets
Interest
Rate
Fixed /
Variable
Maturity
Date
Monthly Debt
Service
Face Value
Net Book
Value
Prior Liens
First Mortgages
Ohio
Texas
Mezzanine Loans
Multiple
California
California
Construction Loans
Colorado
Total
1
1
156
1
1
1
8.88%
7.21%
8.16%
7.76%
7.76%
8.75%
V
V
V
V
V
F
10/1/2021
1/31/2029
6/9/2021
8/29/2024
8/29/2024
(In thousands)
568
12
78,448
1,900
78,448
1,900
—
—
2,005
489,752
487,246
1,024,482
14
20
6,428
9,336
6,428
9,336
34,252
11,181
11/1/2021
437
59,043
58,860
—
$
3,056 $
644,907 $
642,218 $
1,069,915
Mortgage Loan Reconciliation
Beginning Balance
Additions:
New loans
Construction draws
Total additions
Deductions:
Principal repayments
Total deductions
Effect of foreign currency translation
Ending Balance
2019
2018
2017
(In thousands)
$
427,117
$
565,875
$
634,201
1,234,244
—
1,234,244
(1,011,353)
(1,011,353)
(7,790)
9,900
—
9,900
(148,658)
(148,658)
—
—
—
—
(68,326)
(68,326)
—
$
642,218
$
427,117
$
565,875
158
ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
ITEM 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act, our management, with the participation of our
Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures
as of December 31, 2019. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that
our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective as
of December 31, 2019, at the reasonable assurance level.
Internal Control over Financial Reporting
The information set forth under “Management Report on Internal Control over Financial Reporting” and “Report of
Independent Registered Public Accounting Firm on Internal Control over Financial Reporting” included in Part II, Item 8 of
this Annual Report on Form 10-K is incorporated by reference into this Item 9A.
Internal Control Changes
During the fourth quarter of 2019, there were no changes in our internal control over financial reporting (as defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
ITEM 9B. Other Information
Not applicable.
ITEM 10. Directors, Executive Officers and Corporate Governance
PART III
The information required by this Item 10 is incorporated by reference to the material under the headings “Proposals
Requiring Your Vote—Proposal 1: Election of Directors,” “Our Executive Officers,” “Securities Ownership—Section 16(a)
Beneficial Ownership Reporting Compliance,” “Corporate Governance—Governance Policies” and “Audit and Compliance
Committee” in our definitive Proxy Statement for the 2020 Annual Meeting of Stockholders, which we will file with the SEC
not later than April 30, 2020.
ITEM 11. Executive Compensation
The information required by this Item 11 is incorporated by reference to the material under the headings “Executive
Compensation,” “Non-Employee Director Compensation” and “Executive Compensation Committee” in our definitive Proxy
Statement for the 2020 Annual Meeting of Stockholders, which we will file with the SEC not later than April 30, 2020.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item 12 is incorporated by reference to the material under the headings “Equity
Compensation Plan Information” and “Securities Ownership” in our definitive Proxy Statement for the 2020 Annual Meeting
of Stockholders, which we will file with the SEC not later than April 30, 2020.
ITEM 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item 13 is incorporated by reference to the material under the headings “Corporate
Governance—Transactions with Related Persons,” “Our Board of Directors—Director Independence,” “Audit and Compliance
Committee,” “Executive Compensation Committee” and “Nominating and Corporate Governance Committee” in our definitive
Proxy Statement for the 2020 Annual Meeting of Stockholders, which we will file with the SEC not later than April 30, 2020.
159
ITEM 14. Principal Accountant Fees and Services
The information required by this Item 14 is incorporated by reference to the material under the heading “Proposals
Requiring Your Vote—Proposal 2: Ratification of the Selection of KPMG LLP as Our Independent Registered Public
Accounting Firm for Fiscal Year 2020” in our definitive Proxy Statement for the 2020 Annual Meeting of Stockholders, which
we will file with the SEC not later than April 30, 2020.
160
ITEM 15. Exhibits and Financial Statement Schedules
Financial Statements and Financial Statement Schedules
PART IV
The following documents have been included in Part II, Item 8 of this Annual Report on Form 10-K:
Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2019 and 2018
Consolidated Statements of Income for the Years Ended December 31, 2019, 2018 and 2017
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2019, 2018 and 2017
Consolidated Statements of Equity for the Years Ended December 31, 2019, 2018 and 2017
Consolidated Statements of Cash Flows for the Years Ended December 31, 2019, 2018 and 2017
Notes to Consolidated Financial Statements
Consolidated Financial Statement Schedules
Schedule II — Valuation and Qualifying Accounts
Schedule III — Real Estate and Accumulated Depreciation
Schedule IV — Mortgage Loans on Real Estate
Page
65
69
70
71
72
73
75
122
123
158
All other schedules have been omitted because they are inapplicable, not required or the information is included
elsewhere in the Consolidated Financial Statements or notes thereto.
161
EXHIBITS
Exhibit
Number
3.1
Description of Document
Amended and Restated Certificate of Incorporation,
as amended, of Ventas, Inc.
3.2
Fifth Amended and Restated Bylaws, as amended, of
Ventas, Inc.
4.1
Specimen common stock certificate.
Indenture dated as of September 19, 2006 by and
among Ventas, Inc., Ventas Realty, Limited
Partnership and Ventas Capital Corporation, as
Issuer(s), the Guarantors named therein, as
Guarantors, and U.S. Bank National Association, as
Trustee.
Seventh Supplemental Indenture dated as of August
3, 2012 by and among Ventas Realty, Limited
Partnership and Ventas Capital Corporation, as
Issuers, Ventas, Inc., as Guarantor, and U.S. Bank
National Association, as Trustee, relating to the
3.250% Senior Notes due 2022.
Indenture dated as of September 26, 2013 by and
among Ventas, Inc., Ventas Realty, Limited
Partnership, as Issuer, the Guarantors named therein,
as Guarantors, and U.S. Bank National Association,
as Trustee.
Second Supplemental Indenture dated as of
September 26, 2013 by and among Ventas Realty,
Limited Partnership, as Issuer, Ventas, Inc., as
Guarantor, and U.S. Bank National Association, as
Trustee, relating to the 5.700% Senior Notes due
2043.
Fourth Supplemental Indenture dated as of April 17,
2014 by and among Ventas Realty, Limited
Partnership, as Issuer, Ventas, Inc., as Guarantor, and
U.S. Bank National Association, as Trustee, relating
to the 3.750% Senior Notes due 2024.
Fifth Supplemental Indenture dated as of January 14,
2015 by and among Ventas Realty, Limited
Partnership, as Issuer, Ventas, Inc., as Guarantor, and
U.S. Bank National Association, as Trustee, relating
to the 3.500% Senior Notes due 2025.
Sixth Supplemental Indenture dated as of January 14,
2015 by and among Ventas Realty, Limited
Partnership, as Issuer, Ventas, Inc., as Guarantor, and
U.S. Bank National Association, as Trustee, relating
to the 4.375% Senior Notes due 2045.
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
Location of Document
Incorporated by reference herein. Previously filed as
Exhibit 3.1 to our Quarterly Report on Form 10-Q
for the quarter ended June 30, 2011, filed on August
5, 2011, File No. 001-10989.
Incorporated by reference herein. Previously filed as
Exhibit 3.2 to our Current Report on Form 8-K, filed
on January 11, 2017, File No. 001-10989.
Incorporated by reference herein. Previously filed as
Exhibit 4.1 to our Annual Report on Form 10-K for
the fiscal year ended December 31, 2015, filed on
February 12, 2016, File No. 001-10989.
Incorporated by reference herein. Previously filed as
Exhibit 4.9 to our Registration Statement on Form
S-3, filed on April 7, 2006, File No. 333-133115.
Incorporated by reference herein. Previously filed as
Exhibit 4.1 to our Quarterly Report on Form 10-Q
for the quarter ended September 30, 2012, filed on
October 26, 2012, File No. 001-10989.
Incorporated by reference herein. Previously filed as
Exhibit 4.10 to our Annual Report on Form 10-K for
the year ended December 31, 2016, filed on February
14, 2017, File No. 001-10989.
Incorporated by reference herein. Previously filed as
Exhibit 4.3 to our Current Report on Form 8-K, filed
on September 26, 2013, File No. 001-10989.
Incorporated by reference herein. Previously filed as
Exhibit 4.3 to our Current Report on Form 8-K, filed
on April 17, 2014, File No. 001-10989.
Incorporated by reference herein. Previously filed as
Exhibit 4.2 to our Current Report on Form 8-K, filed
on January 14, 2015, File No. 001-10989.
Incorporated by reference herein. Previously filed as
Exhibit 4.3 to our Current Report on Form 8-K, filed
on January 14, 2015, File No. 001-10989.
Indenture dated as of August 19, 1997 by and
between Nationwide Health Properties, Inc. and The
Bank of New York, as Trustee, relating to the 6.90%
Series C Medium-Term Notes due 2037 and the
6.59% Series C Medium-Term Notes due 2038.
Incorporated by reference herein. Previously filed as
Exhibit 1.2 to the Nationwide Health Properties, Inc.
Current Report on Form 8-K, filed on August 19,
1997, File No. 001-09028 (see Exhibit 1.2 of
complete submission text file).
162
Exhibit
Number
4.10
4.11
4.12
4.13
4.14
4.15
4.16
4.17
4.18
4.19
Description of Document
Supplemental Indenture dated July 1, 2011 among
Nationwide Health Properties, Inc., Needles
Acquisition LLC, and The Bank of New York
Mellon Trust Company, N.A., as successor Trustee,
relating to the 6.90% Series C Medium-Term Notes
due 2037 and the 6.59% Series C Medium-Term
Notes due 2038.
Indenture dated as September 24, 2014 by and
among Ventas, Inc., Ventas Canadian Finance
Limited, the Guarantors parties thereto from time to
time and Computershare Trust Company of Canada,
as Trustee.
Second Supplemental Indenture dated as of
September 24, 2014 by and among Ventas Canada
Finance Limited, as Issuer, Ventas, Inc., as
Guarantor, and Computershare Trust Company of
Canada, as Trustee, relating to the 4.125% Senior
Notes, Series B due 2024.
Third Supplemental Indenture dated as of January
13, 2015 by and among Ventas Canada Finance
Limited, as Issuer, Ventas, Inc., as Guarantor, and
Computershare Trust Company of Canada, as
Trustee, relating to the 3.30% Senior Notes, Series C
due 2022.
Fourth Supplemental Indenture dated as of June 1,
2017 by and among Ventas Canada Finance Limited,
as Issuer, Ventas, Inc., as Guarantor, and
Computershare Trust Company of Canada, as
Trustee, relating to the 2.55% Senior Notes, Series D
due 2023.
Fifth Supplemental Indenture dated as of November
12, 2019 by and among Ventas Canada Finance
Limited, as Issuer, Ventas, Inc., as Guarantor, and
Computershare Trust Company of Canada, as
Trustee, relating to the 2.80% Senior Notes, Series E
due 2024.
Sixth Supplemental Indenture dated as of November
12, 2019 by and among Ventas Canada Finance
Limited, as Issuer, Ventas, Inc., as Guarantor, and
Computershare Trust Company of Canada, as
Trustee, relating to the Floating Rate Senior Notes,
Series F due 2021.
Indenture dated as of July 16, 2015 by and among
Ventas, Inc., Ventas Realty, Limited Partnership, as
Issuer, the Guarantors named therein as Guarantors,
and U.S. Bank National Association, as Trustee.
First Supplemental Indenture dated as of July 16,
2015 by and among Ventas Realty, Limited
Partnership, as Issuer, Ventas Inc., as Guarantor, and
U.S. Bank National Association, as Trustee, relating
to the 4.125% Senior Notes due 2026.
Second Supplemental Indenture dated as of June 2,
2016 by and among Ventas Realty, Limited
Partnership, as Issuer, Ventas Inc., as Guarantor, and
U.S. Bank National Association, as Trustee, relating
to the 3.125% Senior Notes due 2023.
163
Location of Document
Incorporated by reference herein. Previously filed as
Exhibit 4.17 to our Annual Report on Form 10-K for
the year ended December 31, 2016, filed on February
14, 2017, File No. 001-10989.
Incorporated by reference herein. Previously filed as
Exhibit 4.1 to our Quarterly Report on Form 10-Q
for the quarter ended September 30, 2014, filed on
October 24, 2014, File No. 001-10989.
Incorporated by reference herein. Previously filed as
Exhibit 4.3 to our Quarterly Report on Form 10-Q
for the quarter ended September 30, 2014, filed on
October 24, 2014, File No. 001-10989.
Incorporated by reference herein. Previously filed as
Exhibit 4.24 to our Annual Report on Form 10-K for
the year ended December 31, 2014, filed on February
13, 2015, File No. 001-10989.
Incorporated by reference herein. Previously filed as
Exhibit 4.1 to our Quarterly Report on Form 10-Q
for the quarter ended June 30, 2017, filed on July 28,
2017, File No. 001-10989.
Filed herewith.
Filed herewith.
Incorporated by reference herein. Previously filed as
Exhibit 4.1 to our Current Report on Form 8-K, filed
on July 16, 2015, File No. 001-10989.
Incorporated by reference herein. Previously filed as
Exhibit 4.2 to our Current Report on Form 8-K, filed
on July 16, 2015, File No. 001-10989.
Incorporated by reference herein. Previously filed as
Exhibit 4.2 to our Current Report on Form 8-K, filed
on June 2, 2016, File No. 001-10989.
Exhibit
Number
4.20
4.21
4.22
4.23
4.24
4.25
4.26
4.27
4.28
Description of Document
Third Supplemental Indenture dated as of September
21, 2016 by and among Ventas Realty, Limited
Partnership, as Issuer, Ventas Inc., as Guarantor, and
U.S. Bank National Association, as Trustee, relating
to the 3.250% Senior Notes due 2026.
Fourth Supplemental Indenture dated as of March
29, 2017 by and among Ventas Realty, Limited
Partnership, as Issuer, Ventas, Inc., as Guarantor, and
U.S. Bank National Association, as Trustee, relating
to the 3.100% Senior Notes due 2023 and the
3.850% Senior Notes due 2027.
Indenture dated February 23, 2018 among Ventas,
Inc., Ventas Realty, Limited Partnership, the
Guarantors named therein, and U.S. Bank National
Association, as Trustee
First Supplemental Indenture dated as of February
23, 2018 by and among Ventas Realty, Limited
Partnership, as Issuer, Ventas, Inc., as Guarantor and
U.S. Bank National Association, as Trustee relating
to the 4.000% Senior Notes due 2028
Second Supplemental Indenture dated as of August
15, 2018 by and among Ventas Realty, Limited
Partnership, as Issuer, Ventas, Inc., as Guarantor and
U.S. Bank National Association, as Trustee relating
to the 4.400% Senior Notes due 2029
Third Supplemental Indenture dated as of February
26, 2019 by and among Ventas Realty, Limited
Partnership, as Issuer, Ventas, Inc., as Guarantor and
U.S. Bank National Association, as Trustee relating
to the 3.500% Senior Notes due 2024 and 4.875%
Senior Notes due 2049
Fourth Supplemental Indenture dated as of July 3,
2019 by and among Ventas Realty, Limited
Partnership, as Issuer, Ventas, Inc., as Guarantor and
U.S. Bank National Association, as Trustee relating
to the 2.650% Senior Notes due 2025
Fifth Supplemental Indenture dated as of August 21,
2019 by and among Ventas Realty, Limited
Partnership, as Issuer, Ventas, Inc., as Guarantor and
U.S. Bank National Association, as Trustee relating
to the 3.000% Senior Notes due 2030
Credit and Guaranty Agreement dated July 26, 2018
among Ventas Realty, Limited Partnership, as
Borrower, Ventas, Inc., as Guarantor, The Lenders
party thereto from time to time, and Bank of
America, N.A., as Administrative Agent
10.1
First Amended and Restated Agreement of Limited
Partnership of Ventas Realty, Limited Partnership.
Location of Document
Incorporated by reference herein. Previously filed as
Exhibit 4.2 to our Current Report on Form 8-K, filed
on September 21, 2016, File No. 001-10989.
Incorporated by reference herein. Previously filed as
Exhibit 4.2 to our Current Report on Form 8-K, filed
on March 29, 2017, File No. 001-10989.
Incorporated by reference herein. Previously filed as
Exhibit 4.1 to our Current Report on Form 8-K, filed
on February 23, 2018, File No. 001-10989.
Incorporated by reference herein. Previously filed as
Exhibit 4.2 to our Current Report on Form 8-K, filed
on February 23, 2018, File No. 001-10989.
Incorporated by reference herein. Previously filed as
Exhibit 4.2 to our Current Report on Form 8-K, filed
on August 15, 2018, File No. 001-10989.
Incorporated by reference herein. Previously filed as
Exhibit 4.2 to our Current Report on Form 8-K, filed
on February 26, 2019, File No. 001-10989.
Incorporated by reference herein. Previously filed as
Exhibit 4.2 to our Current Report on Form 8-K, filed
on July 3, 2019, File No. 001-10989.
Incorporated by reference herein. Previously filed as
Exhibit 4.2 to our Current Report on Form 8-K, filed
on August 21, 2019, File No. 001-10989.
Incorporated by reference herein. Previously filed as
Exhibit 10.1 to our Quarterly Report on Form 10-Q
for the quarter ended September 30, 2018, filed on
October 26, 2018, File No. 001.10989.
Incorporated by reference herein. Previously filed as
Exhibit 3.5 to our Registration Statement on Form
S-4, as amended, filed on May 29, 2002, File No.
333-89312.
164
Exhibit
Number
10.2
Description of Document
Second Amended and Restated Credit and Guaranty
Agreement, dated as of April 25, 2017, among
Ventas Realty, Limited Partnership, Ventas SSL
Ontario II, Inc., Ventas SSL Ontario III, Inc., Ventas
Canada Finance Limited, Ventas UK Finance, Inc.,
and Ventas Euro Finance, LLC, as Borrowers,
Ventas, Inc., as Guarantor, the Lenders identified
therein, and Bank of America, N.A., as
Administrative Agent, and Alternative Currency
Fronting Lender, Bank of America, N.A. and JP
Morgan Chase Bank, N.A., as Swing Line Lenders
and L/C Issuers.
10.3*
Ventas, Inc. 2004 Stock Plan for Directors, as
amended.
10.4.1*
Ventas, Inc. 2006 Incentive Plan, as amended.
10.4.2*
Form of Stock Option Agreement—2006 Incentive
Plan.
10.4.3*
Form of Restricted Stock Agreement—2006
Incentive Plan.
10.5.1*
Ventas, Inc. 2006 Stock Plan for Directors, as
amended.
10.5.2*
Form of Stock Option Agreement—2006 Stock Plan
for Directors.
10.5.3*
Form of Amendment to Stock Option Agreement—
2006 Stock Plan for Directors.
10.5.4*
Form of Restricted Stock Unit Agreement—2006
Stock Plan for Directors.
10.6.1*
Ventas, Inc. 2012 Incentive Plan.
10.6.2*
First Amendment to the Ventas, Inc. 2012 Incentive
Plan.
10.6.3*
Form of Stock Option Agreement (Employees) under
the Ventas, Inc. 2012 Incentive Plan.
165
Location of Document
Incorporated by reference herein. Previously filed as
Exhibit 10.3.1 to our Quarterly Report on Form 10-Q
for the quarter ended March 31, 2017, filed on April
28, 2017, File No. 001-10989.
Incorporated by reference herein. Previously filed as
Exhibit 10.16.1 to our Annual Report on Form 10-K
for the year ended December 31, 2004, filed on
March 1, 2005, File No. 33-107942.
Incorporated by reference herein. Previously filed as
Exhibit 10.10.1 to our Annual Report on Form 10-K
for the year ended December 31, 2008, filed on
February 27, 2009, File No. 001-10989.
Incorporated by reference herein. Previously filed as
Exhibit 10.15.2 to our Annual Report on Form 10-K
for the year ended December 31, 2006, filed on
February 22, 2007, File No. 001-10989.
Incorporated by reference herein. Previously filed as
Exhibit 10.15.3 to our Annual Report on Form 10-K
for the year ended December 31, 2006, filed on
February 22, 2007, File No. 001-10989.
Incorporated by reference herein. Previously filed as
Exhibit 10.1 to our Quarterly Report on Form 10-Q
for the quarter ended March 31, 2012, filed on April
27, 2012, File No. 001-10989.
Incorporated by reference herein. Previously filed as
Exhibit 10.11.2 to our Annual Report on Form 10-K
for the year ended December 31, 2008, filed on
February 27, 2009, File No. 001-10989.
Incorporated by reference herein. Previously filed as
Exhibit 10.2 to our Quarterly Report on Form 10-Q
for the quarter ended March 31, 2012, filed on April
27, 2012, File No. 001-10989.
Incorporated by reference herein. Previously filed as
Exhibit 10.11.4 to our Annual Report on Form 10-K
for the year ended December 31, 2008, filed on
February 27, 2009, File No. 001-10989.
Incorporated by reference herein. Previously filed as
Exhibit 10.1 to our Current Report on Form 8-K,
filed on May 23, 2012, File No. 001-10989.
Incorporated by reference herein. Previously filed as
Exhibit 10.10.7 to our Quarterly Report on Form 10-
Q for the quarter ended March 31, 2017, filed on
April 28, 2017, File No. 001-10989.
Incorporated by reference herein. Previously filed as
Exhibit 10.6.2 to our Annual Report on Form 10-K
for the year ended December 31, 2014, filed
February 13, 2015, File No. 001-10989.
Exhibit
Number
10.6.4*
Description of Document
Form of Restricted Stock Agreement (Employees)
under the Ventas, Inc. 2012 Incentive Plan.
10.6.5*
Form of Stock Option Agreement (Directors) under
the Ventas, Inc. 2012 Incentive Plan.
10.6.6*
Form of Restricted Stock Agreement (Directors)
under the Ventas, Inc. 2012 Incentive Plan.
10.6.7*
Form of Restricted Stock Unit Agreement (Directors)
under the Ventas, Inc. 2012 Incentive Plan.
10.6.8*
Form of Performance-Based Restricted Stock Unit
Agreement (CEO) under the Ventas, Inc. 2012
Incentive Plan.
10.6.9*
Form of Restricted Stock Unit Agreement (CEO)
under the Ventas, Inc. 2012 Incentive Plan.
10.6.10*
Form of Transition Restricted Stock Unit Agreement
(CEO) under the Ventas, Inc. 2012 Incentive Plan.
10.6.11*
Form of Performance-Based Restricted Stock Unit
Agreement (Non-CEO) under the Ventas, Inc. 2012
Incentive Plan.
10.6.12*
Form of Restricted Stock Unit Agreement (Non-
CEO) under the Ventas, Inc. 2012 Incentive Plan.
10.6.13*
Form of Transition Restricted Stock Unit Agreement
(Non-CEO) under the Ventas, Inc. 2012 Incentive
Plan.
10.7.1*
Ventas Executive Deferred Stock Compensation
Plan, as amended and restated on December 7, 2017.
10.7.2*
Deferral Election Form under the Ventas Executive
Deferred Stock Compensation Plan, as amended and
restated on December 7, 2017.
10.8.1*
Ventas Nonemployee Directors’ Deferred Stock
Compensation Plan, as amended.
10.8.2*
Deferral Election Form under the Ventas
Nonemployee Directors’ Deferred Stock
Compensation Plan.
Location of Document
Incorporated by reference herein. Previously filed as
Exhibit 10.6.3 to our Annual Report on Form 10-K
for the year ended December 31, 2014, filed on
February 13, 2015, File No. 001-10989.
Incorporated by reference herein. Previously filed as
Exhibit 10.4 to our Registration Form on S-8, filed
on August 7, 2012, File No. 333-183121.
Incorporated by reference herein. Previously filed as
Exhibit 10.5 to our Registration Form on S-8, filed
on August 7, 2012, File No. 333-183121.
Incorporated by reference herein. Previously filed as
Exhibit 10.6 to our Registration Form on S-8, filed
on August 7, 2012, File No. 333-183121.
Incorporated by reference herein. Previously filed as
Exhibit 10.10.8 to our Quarterly Report on Form 10-
Q for the quarter ended March 31, 2017, filed on
April 28, 2017, File No. 001-10989.
Incorporated by reference herein. Previously filed as
Exhibit 10.10.9 to our Quarterly Report on Form 10-
Q for the quarter ended March 31, 2017, filed on
April 28, 2017, File No. 001-10989.
Incorporated by reference herein. Previously filed as
Exhibit 10.10.10 to our Quarterly Report on
Form 10-Q for the quarter ended March 31, 2017,
filed on April 28, 2017, File No. 001-10989.
Incorporated by reference herein. Previously filed as
Exhibit 10.10.11 to our Quarterly Report on
Form 10-Q for the quarter ended March 31, 2017,
filed on April 28, 2017, File No. 001-10989.
Incorporated by reference herein. Previously filed as
Exhibit 10.10.12 to our Quarterly Report on
Form 10-Q for the quarter ended March 31, 2017,
filed on April 28, 2017, File No. 001-10989.
Incorporated by reference herein. Previously filed as
Exhibit 10.10.13 to our Quarterly Report on
Form 10-Q for the quarter ended March 31, 2017,
filed on April 28, 2017, File No. 001-10989.
Incorporated by reference herein. Previously filed as
Exhibit 10.9.1 to our Annual Report on Form 10-K
for the year ended December 31, 2017, filed on
February 9, 2018, File No. 001-10989.
Incorporated by reference herein. Previously filed as
Exhibit 10.9.2 to our Annual Report on Form 10-K
for the year ended December 31, 2017, filed on
February 9, 2018, File No. 001-10989.
.
Incorporated by reference herein. Previously filed as
Exhibit 10.13.1 to our Annual Report on Form 10-K
for the year ended December 31, 2008, filed on
February 27, 2009, File No. 001-10989.
Incorporated by reference herein. Previously filed as
Exhibit 10.13.2 to our Annual Report on Form 10-K
for the year ended December 31, 2008, filed on
February 27, 2009, File No. 001-10989.
166
Exhibit
Number
10.9.1*
10.10.2*
Description of Document
Nationwide Health Properties, Inc. Retirement Plan
for Directors, as amended and restated on April 20,
2006.
Location of Document
Incorporated by reference herein. Previously filed as
Exhibit 10.1 to the Nationwide Health
Properties, Inc. Quarterly Report on Form 10-Q for
the quarter ended March 31, 2006, filed on May 4,
2006, File No. 001-09028.
Amendment dated October 28, 2008 to the
Nationwide Health Properties, Inc. Retirement Plan
for Directors, as amended and restated on April 20,
2006.
Incorporated by reference herein. Previously filed as
Exhibit 10.9 to the Nationwide Health
Properties, Inc. Current Report on Form 8-K, filed
on November 3, 2008, File No. 001-09028.
10.10*
Second Amended and Restated Employment
Agreement dated as of March 22, 2011 between
Ventas, Inc. and Debra A. Cafaro.
Incorporated by reference herein. Previously filed as
Exhibit 10.1 to our Current Report on Form 8-K,
filed on March 24, 2011, File No. 001-10989.
10.11.1*
Consulting Agreement dated as of October 15, 2019
between Ventas, Inc. and T. Richard Riney.
Filed herewith.
10.11.2*
10.12.1*
10.12.2*
Consulting Agreement Amendment dated as of
December 13, 2019 between Ventas, Inc. and T.
Richard Riney.
Filed herewith.
Employee Protection and Noncompetition
Agreement dated as of October 21, 2013 between
Ventas, Inc. and John D. Cobb.
Incorporated by reference herein. Previously filed as
Exhibit 10.18 to our Annual Report on Form 10-K
for the year ended December 31, 2013, filed on
February 18, 2014, File No. 001-10989.
Amendment dated December 8, 2017 to Employee
Protection and Noncompetition Agreement dated as
of October 21, 2013 between Ventas, Inc. and John
D. Cobb.
Incorporated by reference herein. Previously filed as
Exhibit 10.16.2 to our Annual Report on Form 10-K
for the year ended December 31, 2017, filed on
February 9, 2018, File No. 001-10989.
10.13.1*
Offer Letter dated September 16, 2014 from Ventas,
Inc. to Robert F. Probst.
Incorporated by reference herein. Previously filed as
Exhibit 10.1 to our Current Report on Form 8-K,
filed on September 29, 2014, File No. 001-10989.
10.13.2*
10.13.3*
Employee Protection and Noncompetition
Agreement dated September 16, 2014 between
Ventas, Inc. and Robert F. Probst.
Incorporated by reference herein. Previously filed as
Exhibit 10.2 to our Current Report on Form 8-K,
filed on September 29, 2014, File No. 001-10989.
Amendment dated December 8, 2017 to Employee
Protection and Noncompetition Agreement dated as
of September 16, 2014 between Ventas, Inc. and
Robert F. Probst.
Incorporated by reference herein. Previously filed as
Exhibit 10.17.3 to our Annual Report on Form 10-K
for the year ended December 31, 2017, filed on
February 9, 2018, File No. 001-10989.
10.14.1*
Offer of Employment Term Sheet dated March 20,
2018 from Ventas, Inc. to Peter J. Bulgarelli.
10.14.2*
Employee Protection and Noncompetition
Agreement dated March 20, 2018 between Ventas,
Inc. and Peter J. Bulgarelli.
10.15*
Ventas Employee and Director Stock Purchase Plan,
as amended.
Incorporated by reference herein. Previously filed as
Exhibit 10.1.1 to our Quarterly Report on Form 10-Q
for the quarter ended March 31, 2018, filed on April
27, 2018, File No. 001-10989.
Incorporated by reference herein. Previously filed as
Exhibit 10.1.2 to our Quarterly Report on Form 10-Q
for the quarter ended March 31, 2018, filed on April
27, 2018, File No. 001-10989.
Incorporated by reference herein. Previously filed as
Exhibit 10.18 to our Annual Report on Form 10-K
for the year ended December 31, 2008, filed on
February 27, 2009, File No. 001-10989.
21
23
31.1
Subsidiaries of Ventas, Inc.
Consent of KPMG LLP.
Certification of Debra A. Cafaro, Chairman and
Chief Executive Officer, pursuant to Rule 13a-14(a)
under the Exchange Act.
Filed herewith.
Filed herewith.
Filed herewith.
167
Exhibit
Number
31.2
32.1
32.2
Description of Document
Location of Document
Certification of Robert F. Probst, Executive Vice
President and Chief Financial Officer, pursuant to
Rule 13a-14(a) under the Exchange Act.
Filed herewith.
Certification of Debra A. Cafaro, Chairman and
Chief Executive Officer, pursuant to Rule 13a-14(b)
under the Exchange Act and 18 U.S.C. 1350.
Filed herewith.
Certification of Robert F. Probst, Executive Vice
President and Chief Financial Officer, pursuant to
Rule 13a-14(b) under the Exchange Act and 18
U.S.C. 1350.
Filed herewith.
101
Interactive Data File.
Filed herewith.
* Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 15(b) of
Form 10-K.
168
ITEM 16. Form 10-K Summary
None.
169
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
Date: February 21, 2020
VENTAS, INC.
By:
/s/ DEBRA A. CAFARO
Debra A. Cafaro
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by
the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
170
Signature
Title
Date
/s/ DEBRA A. CAFARO
Debra A. Cafaro
/s/ ROBERT F. PROBST
Robert F. Probst
/s/ GREGORY R. LIEBBE
Gregory R. Liebbe
Chairman and Chief Executive Officer
(Principal Executive Officer)
February 21, 2020
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
February 21, 2020
Senior Vice President, Chief Accounting Officer and Controller
(Principal Accounting Officer)
February 21, 2020
February 21, 2020
February 21, 2020
February 21, 2020
February 21, 2020
February 21, 2020
February 21, 2020
February 21, 2020
February 21, 2020
February 21, 2020
/s/ MELODY C. BARNES
Director
Melody C. Barnes
/s/ JAY M. GELLERT
Director
Jay M. Gellert
/s/ RICHARD I. GILCHRIST
Director
Richard I. Gilchrist
/s/ MATTHEW J. LUSTIG
Director
Matthew J. Lustig
/s/ ROXANNE M. MARTINO
Director
Roxanne M. Martino
/s/ SEAN P. NOLAN
Director
Sean P. Nolan
/s/WALTER C. RAKOWICH
Director
Walter C. Rakowich
/s/ ROBERT D. REED
Director
Robert D. Reed
/s/ JAMES D. SHELTON
Director
James D. Shelton
171
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DIRECTORS
Debra A. Cafaro
Chairman and Chief
Executive Officer, Ventas
Jay M. Gellert
Former President and
Chief Executive Officer,
Health Net, Inc.
Roxanne M. Martino
Managing Partner, OceanM19,
LLC; Chairperson, Ann and Robert
H. Lurie Children’s Hospital and
Medical Center
Sean P. Nolan
Former Chief Executive Officer and
President, AveXis, Inc.; Chairman,
Encoded Therapeutics; Executive
Chairman, Istari Oncology, Inc.
EXECUTIVE OFFICERS
Debra A. Cafaro
Chairman and Chief
Executive Officer
Robert F. Probst
Executive Vice President
and Chief Financial Officer
James D. Shelton
Former Chairman, Omnicare, Inc;
Former Chief Executive Officer and
Chairman, Triad Hospitals, Inc.
Richard I. Gilchrist
Chairman, Spirit Realty Capital, Inc.;
Senior Advisor, The Irvine Company
Walter C. Rakowich
Former Chief Executive Officer,
Prologis, Inc.
Melody C. Barnes
Co-Director for Policy and Public
Affairs, Democracy Initiative,
University of Virginia; Co-Founder
and Principal, MB Squared
Solutions, LLC
Matthew J. Lustig
Chairman of Investment Bank-
ing North America and Head of
Real Estate and Lodging, Lazard
Frères & Co. LLC
Robert D. Reed
Former Senior Vice President
and Chief Financial Officer,
Sutter Health
Peter J. Bulgarelli
Executive Vice President,
Office and President and Chief
Executive Officer, Lillibridge
Healthcare Services
Carey S. Roberts
Executive Vice President,
General Counsel and
Ethics & Compliance Officer
John D. Cobb
Executive Vice President
and Chief Investment Officer
J. Justin Hutchens
Executive Vice President,
Senior Housing, North America
ANNUAL MEETING†
The Annual Meeting of Stockholders
will convene May 18, 2020 at 8:00 a.m.
(CDT) at 353 North Clark Street, Chicago,
IL 60654
TRANSFER AGENT & REGISTRAR
EQ Shareowner Services
P.O. Box 64874
St. Paul, MN 55164-0854
+1 800 401 1957
STOCK INFORMATION
NYSE Symbol: VTR
As of March 20, 2020, Ventas had
373,063,831 million shares outstanding.
INDEPENDENT AUDITORS
KPMG LLP
INFORMATION
Copies of our 2019 Form 10K
and other filings with the Securities
and Exchange Commission may
be obtained without charge via our
website at ventasreit.com
MEMBER
National Association of Real Estate
Investment Trusts
* All data correct as of 4/1/2020
† We are actively monitoring the public health and travel concerns relating to COVID-19 and the related recommendations and protocols issued by
federal, state and local governments. In the event that it is not possible or advisable to hold our Annual Meeting at the time, date and place as
originally planned, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting
solely by means of remote communication or adjourning or postponing the meeting. Any such change, including details on how to participate in
a remote meeting, would be announced in advance via press release, a copy of which would be filed with the SEC as additional proxy solicitation
materials and posted on our website at www.ventasreit.com/newsroom/news-releases
LEADERSHIP
VENTAS®
CORPORATE HEADQUARTERS
500 North
Hurstbourne Parkway
Suite 200
Louisville, KY 40222
+1 502 357 9000
353 North Clark Street
Suite 3300
Chicago, IL 60654
+1 312 660 3800
2745 North
Dallas Parkway
Suite 570
Plano, TX 75093
+1 972 248 9100
ventasreit.com
2019 ANNUAL REPORTExcellence. Sustained.