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Watchlist
Account
Ventas
VTR
#673
Rank
$36.36 B
Marketcap
๐บ๐ธ
United States
Country
$77.41
Share price
-0.33%
Change (1 day)
28.01%
Change (1 year)
๐ Real estate
Categories
Ventas, Inc.
is a real estate investment trust specializing in the ownership and management of health care facilities in the United States, Canada and the United Kingdom.
Market cap
Revenue
Earnings
Price history
P/E ratio
P/S ratio
Annual Reports (10-K)
More
Price history
P/E ratio
P/S ratio
P/B ratio
Operating margin
EPS
Stock Splits
Dividends
Dividend yield
Shares outstanding
Fails to deliver
Cost to borrow
Total assets
Total liabilities
Total debt
Cash on Hand
Net Assets
Ventas
Annual Reports (10-K)
Financial Year 2020
Ventas - 10-K annual report 2020
Text size:
Small
Medium
Large
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2020
FY
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P2Y
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-K
(Mark One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the year ended
December 31
, 2020
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSITION PERIOD FROM
TO
Commission file number:
1-10989
Ventas, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
61-1055020
(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification No.)
353 N. Clark Street
,
Suite 3300
Chicago
,
Illinois
60654
(Address of Principal Executive Offices)
(
877
)
483-6827
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Trading Symbol
Title of Each Class
Name of Exchange on Which Registered
VTR
Common Stock, $0.25 par value
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
☒
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
¨
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
☒
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
☒
Accelerated filer
¨
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
☐
No
☒
The aggregate market value of shares of the registrant’s common stock held by non-affiliates of the registrant on June 30, 2020, based on a closing price of the common stock of $36.62 as reported on the New York Stock Exchange, was $
11.7
billion.
As of February 18, 2021, there were
374,659,068
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 25, 2021 are incorporated by reference into Part III, Items 10 through 14 of this Annual Report on Form 10-K.
CAUTIONARY STATEMENTS
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 (the “Annual Report”) refer to Ventas, Inc. and its consolidated subsidiaries.
Forward-Looking Statements
This Annual Report 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”). These forward-looking statements
include, among others, statements of expectations, beliefs, future plans and strategies, anticipated results from operations and developments and other matters that are not historical facts.
Forward-looking statements include, among other things, statements regarding our and our officers’ intent, belief or expectation as identified by the use of words such as “may,” “will,” “project,” “expect,” “believe,” “intend,” “anticipate,” “seek,” “target,” “forecast,” “plan,” “potential,” “estimate,” “could,” “would,” “should” and other comparable and derivative terms or the negatives thereof.
The forward-looking statements are based on management’s beliefs as well as on a number of assumptions concerning future events.
You should not put undue reliance on these forward-looking statements, which are not a guarantee of performance and are subject to a number of uncertainties and other factors that could cause actual events or results to differ materially from those expressed or implied by the forward-looking statements.
You are urged to carefully review the disclosures we make concerning risks and uncertainties that may affect our business and future financial performance, including those made below under “Summary Risk Factors” and in “Item 1A, Risk Factors” in this report.
We do not undertake a duty to update these forward-looking statements, which speak only as of the date on which they are made.
Summary Risk Factors
COVID-19 Risks
•
The ongoing COVID-19 pandemic and measures intended to prevent its spread have had and may continue to have a material adverse effect on our business;
•
There is a high degree of uncertainty regarding the implementation and impact of the CARES Act and other pandemic-related legislation and any future COVID-19 relief measures;
Our Business Operations and Strategy Risks
•
Market and general economic conditions, including economic and financial market events and the actual and perceived state of the real estate markets and public capital markets, could negatively impact our business;
•
Third parties must operate our non-Office assets, limiting our control and influence over operations and results;
•
Our operating assets may expose us to various operational risks, liabilities and claims that could adversely affect our ability to generate revenues or increase our costs;
•
Decreases in our tenants’, borrowers’ or managers’ revenues, or increases in their expenses, could affect their ability to meet their financial and other contractual obligations to us, which could adversely affect our business, financial condition and results of operations;
•
Bankruptcy, insolvency or financial deterioration of our tenants, borrowers, managers and other obligors may adversely affect us;
•
A significant portion of our revenues and operating income is dependent on a limited number of tenants and managers;
•
If we need to replace any of our tenants or managers, we may be unable to do so on as favorable terms or at all, and we could be subject to delays, limitations and expenses;
•
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;
•
Our investments are concentrated in a variety of asset classes within healthcare real estate, making us more vulnerable to adverse changes in those asset classes and the real estate industry generally;
•
Our investments may be unsuccessful or fail to meet our expectations;
•
If we are unable to identify and consummate future investments and effectively manage our expansion opportunities and our investments in co-investment vehicles, joint ventures and minority interests, we may be adversely affected;
•
Development, redevelopment and construction risks could affect our profitability and expose us to liability;
•
In the event of borrower defaults, we may be unable to foreclose successfully on the collateral securing our loans and other investments or, if we are able to foreclose, realize the full value of the collateral;
i
•
We own certain properties subject to ground lease, air rights or other restrictive agreements that limit our uses of the properties and restrict our ability to sell or otherwise transfer the properties;
Environmental, Economic and Market Risks
•
Increased construction and development in the markets in which our properties are located could adversely affect our profitability;
•
General economic conditions and other events or occurrences that affect areas in which our properties are geographically concentrated may impact financial results;
•
If we or our tenants, borrowers and managers are unable to navigate the trends impacting our or their businesses, such as limits on demand for site-based activities, and the industries in which we or they operate, or if our tenants fail to remain competitive or financially viable, we may be adversely affected;
•
Our life science, R&I tenants face unique levels of regulation, expense and uncertainty;
•
Merger, acquisition and investment activity in our industries could adversely affect our business;
•
Damage from catastrophic or extreme weather and other natural events and the physical effects of climate change could result in significant losses;
Our Capital Structure Risks
•
We may become more leveraged, which could impact our ability to obtain financing and to execute our business strategy;
•
We are highly dependent on access to the capital markets. Limitations on our ability to access capital could have an adverse effect on us;
•
We are exposed to increases in interest rates and fluctuations in currency exchange rates, which could affect our financial results;
•
Changes in the method pursuant to which the LIBOR rates are determined and potential phasing out of LIBOR may affect our financial results;
•
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.
Our Legal, Compliance and Regulatory Risks
•
Significant legal or regulatory proceedings could subject us or our tenants or managers to increased operating costs and substantial uninsured liabilities;
•
We and our tenants, borrowers and managers may be adversely affected by regulation and enforcement;
•
Our investments may expose us to unknown liabilities;
•
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;
•
The occurrence of cyber incidents could disrupt our operations, result in the loss of confidential information or damage our business relationships and reputation;
•
The amount and scope of insurance coverage provided by our policies and policies maintained by our tenants, managers or other counterparties may not adequately insure against losses;
•
Failure to maintain effective internal controls could harm our business;
Our REIT Status Risks
•
We are subject to certain limitations and requirements as a result of our status as a REIT, which may affect our ability to and impose limitations on the operation of our business and subject us to significant risk if we are not able to comply;
•
Loss of our status as a REIT would have significant adverse consequences for us; and
•
Ownership limits with respect to our capital stock may delay, defer or prevent a change of control of our company;
•
Legislative or other actions affecting REITs could have a negative effect on our stockholders or us.
Many of these factors, some of which are described in greater detail under “Risk Factors” in Part I, Item 1A of this Annual Report, are beyond our control and the control of our management.
ii
Note Regarding Third-Party Information
This Annual Report includes information that has been derived from SEC filings made by our publicly listed tenants or other publicly available information or was provided to us by our tenants and managers.
We believe that such information is accurate and that the sources from which it has been obtained are reliable; however, we cannot guarantee the accuracy of such information and have not independently verified the assumptions on which such information is based.
iii
TABLE OF CONTENTS
PART I
Item 1.
Business
1
Item 1A.
Risk Factors
14
Item 1B.
Unresolved Staff Comments
33
Item 2.
Properties
33
Item 3.
Legal Proceedings
35
Item 4.
Mine Safety Disclosures
35
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
36
Item 6.
Selected Financial Data
38
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
39
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
70
Item 8.
Financial Statements and Supplementary Data
71
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
156
Item 9A.
Controls and Procedures
156
Item 9B.
Other Information
156
PART III
Item 10.
Directors, Executive Officers and Corporate Governance
156
Item 11.
Executive Compensation
156
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
156
Item 13.
Certain Relationships and Related Transactions, and Director Independence
156
Item 14.
Principal Accountant Fees and Services
157
PART IV
Item 15.
Exhibits and Financial Statement Schedules
158
Item 16.
Form 10-K Summary
166
iv
PART I
ITEM 1.
Business
BUSINESS
Overview
Ventas, Inc., an S&P 500 company, is a real estate investment trust (“REIT”) operating at the intersection of healthcare and real estate, with a highly diversified portfolio of senior housing; life science, research and innovation; and healthcare properties; which we generally refer to as “healthcare real estate,” located throughout the United States, Canada and the United Kingdom. As of December 31, 2020, we owned or managed through unconsolidated real estate entities approximately 1,200 properties (including properties classified as held for sale), consisting of senior housing communities, medical office buildings (“MOBs”), life science, research and innovation centers, inpatient rehabilitation facilities (“IRFs”) and long-term acute care facilities (“LTACs”), and health systems. Our company was originally founded in 1983 and is headquartered in Chicago, Illinois with an additional office in Louisville, Kentucky.
We primarily invest in a diversified portfolio of healthcare real estate assets through wholly owned subsidiaries and other co-investment entities. We operate through three reportable business segments: triple-net leased properties, senior living operations, which we also refer to as SHOP, 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 (the “Annual Report”).
Our senior housing properties are either operated under triple-net leases in our triple-net leased properties segment or through independent third-party managers in our senior living operations segment.
As of December 31, 2020, we leased a total of 366 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 (together with its subsidiaries, “Kindred”) leased from us 121 properties (excluding eight properties managed by Brookdale Senior Living pursuant to long-term management agreements), 12 properties and 32 properties, respectively, as of December 31, 2020.
As of December 31, 2020, 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 441 senior housing communities in our senior living operations segment 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 senior housing and healthcare operators or properties.
During fiscal 2020 and continuing into fiscal 2021, the world has been, and continues to be, impacted by the novel coronavirus (“COVID-19”) pandemic. COVID-19 and actions taken to prevent its spread have negatively affected our businesses in a number of ways and are expected to continue to do so. See “Risk Factors” in Part I, Item 1A, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7
and “Consolidated Financial Statements and the related notes thereto” included in Part II, Item 8, in each case, of this Annual Report.
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 senior housing and healthcare assets enables us to pay regular cash dividends to stockholders and creates opportunities to increase stockholder value through profitable investments. The
1
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 senior housing operating communities drives our ability to generate sustainable, growing cash flows that are resilient to economic downturns.
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 particular asset class or market, or individual tenant, borrower or manager and making us less susceptible to certain risks, including risks related to regulatory changes, climate events and economic downturns or global health events.
Preserving Our Financial Strength, Flexibility and Liquidity
A strong, flexible balance sheet and excellent liquidity position us to capitalize on strategic growth opportunities in the senior 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 capital and liquidity, including unsecured bank debt, mortgage financings and public and private debt and equity markets.
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, 2020:
Real Estate Property Investments
Revenues
Asset Type
# of
Properties
(1)
# of Units/
Sq. Ft./ Beds
(2)
Real Estate Property Investment, at Cost
Percent of
Total Real Estate Property Investments
Real Estate
Property
Investment Per Unit/Bed/Sq. Ft.
Revenue
Percent of Total Revenues
(Dollars in thousands)
Senior housing communities
730
71,629
$18,313,746
64.4
%
$
255.7
$2,589,991
68.4
%
MOBs
(3)
343
19,591,131
5,704,700
20.1
0.3
597,229
15.7
Research and innovation centers
31
5,451,703
2,031,666
7.1
0.4
216,624
5.7
IRFs and LTACs
37
3,139
496,259
1.7
158.1
164,239
4.3
Health systems
13
2,064
1,522,287
5.4
737.5
121,179
3.2
SNFs
16
1,732
193,808
0.7
111.9
17,011
0.4
Development properties and other
10
165,234
0.6
Total real estate investments, at cost
1,180
$
28,427,700
100.0
%
Income from loans and investments
80,505
2.1
Interest and other income
7,609
0.2
Revenues related to assets classified as held for sale
2
970
0.0
Total revenues
$
3,795,357
100.0
%
(1)
As of December 31, 2020, we also owned nine senior housing communities, nine research and innovation centers and two MOBs through investments in unconsolidated real estate entities. Our consolidated properties were located in 45 states, the District of Columbia, seven Canadian provinces and the United Kingdom and were operated or managed by 82 unaffiliated healthcare operating companies.
(2)
Senior 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, 2020, we leased 66 of our consolidated MOBs pursuant to triple-net leases, Lillibridge or PMBRES managed 268 of our consolidated MOBs and nine of our consolidated MOBs were managed by five unaffiliated managers. Through Lillibridge, we also provided management and leasing services for 73 MOBs owned by third parties as of December 31, 2020.
Senior Housing Communities
Our senior 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- 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,
2
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 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, 2020, we owned or managed through unconsolidated real estate entities for third parties approximately 21 million square feet of MOBs that are predominantly located on or near a health system.
Research and Innovation Centers, Life Science
Our life science, research and innovation centers contain laboratory and office space primarily for universities, academic medical centers, technology, biotechnology, medical device and pharmaceutical companies and other organizations involved in the life science, 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 often located on or contiguous to university and academic medical campuses. As of December 31, 2020, we own or have investments in nearly 9 million square feet spanning 40 operating properties and three in progress ground-up development properties, including a presence in the top two life sciences clusters, South San Francisco, California and Cambridge, Massachusetts.
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. 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 13 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
3
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.
Geographic Diversification of Properties
Our portfolio of assets 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, 2020.
Loans and Investments
As of December 31, 2020, we had $0.9 billion of net loans receivable and investments relating to senior 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 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.
Development and Redevelopment Projects
We are party to certain agreements that obligate us to develop properties funded through capital that we and, in certain circumstances, our joint venture partners provide. As of December 31, 2020, we had 13 properties under development pursuant to these agreements, including three 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 properties 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.
Triple-Net Leased Properties
In our triple-net leased properties segment, we invest in and own senior 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, 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.
Senior Living Operations
In our senior living operations segment, we invest in senior housing communities throughout the United States and Canada and engage independent managers, such as Atria and Sunrise, to manage those communities. The REIT Investment
4
Diversification and Empowerment Act of 2007 (“RIDEA”) permits us to own or partially own qualified healthcare properties in a structure through which we can participate directly in the cash flow of the properties’ operations (as compared to receiving only contractual rent payments under a triple-net lease) in compliance with REIT requirements. In a RIDEA structure, we are required to rely on a third-party manager to manage and operate the property, including procuring supplies, hiring and training all employees, entering into all third-party contracts for the benefit of the property, including resident/patient agreements, complying with laws, including but not limited to healthcare laws, and providing resident care, in exchange for a management fee. As a result, we must rely on our managers’ personnel, expertise, technical resources and information systems, risk management processes, 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 financial results in a timely manner and otherwise operate our senior housing communities in compliance with the terms of our management agreements and all applicable laws and regulations.
Office Operations
In our office operations segment, we primarily acquire, own, develop, lease and manage MOBs and research and innovation centers throughout the United States.
Significant Tenants and Managers
The following table summarizes certain information regarding our tenant and manager concentration as of and for the year ended December 31, 2020 (excluding properties classified as held for sale and properties owned by investments in unconsolidated real estate entities as of December 31, 2020):
Number of
Properties Leased
or Managed
Percent of Total Real Estate Investments
(1)
Percent of Total Revenues
Percent of NOI
Senior Living Operations
432
47.9
%
58.0
%
29.4
%
Brookdale Senior Living
(2)
121
8.2
4.4
9.0
Ardent
12
4.9
3.2
6.6
Kindred
32
1.1
3.5
7.1
(1)
Based on gross book value.
(2)
Excludes eight 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. 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, 2020. See “Risk Factors—Our Business Operations and Strategy Risks—A significant portion of our revenues and operating income is dependent on a limited number of tenants and managers, including Brookdale Senior Living, Ardent, Kindred, Atria and Sunrise.” included in Part I, Item 1A of this Annual Report.
Brookdale Senior Living Leases
As of December 31, 2020, we leased 121 consolidated properties (excluding eight 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.
In July 2020, we entered into a revised master lease agreement (the “Brookdale Lease”) and certain other agreements (together with the Brookdale Lease, the “Agreements”) with Brookdale Senior Living.
In connection with the revised Brookdale Lease, we received up-front consideration approximating $235 million, which will be amortized over the remaining lease term and consisted of: (a) $162 million in cash including $47 million from the transfer to Ventas of deposits under the Brookdale Lease; (b) a $45 million cash pay note (the “Note”), which has an initial interest rate of 9.0%, increasing 50 basis points per annum, and matures on December 31, 2025; (c) warrants for 16.3 million
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shares of Brookdale Senior Living common stock, which are exercisable at any time prior to December 31, 2025 and have an exercise price of $3.00 per share.
Base cash rent under the Brookdale Lease is set at $100 million per annum starting in July 2020, with three percent annual escalators commencing on January 1, 2022. The Brookdale Lease is guaranteed by, and the Note is a direct obligation of, Brookdale Senior Living.
The warrants are classified within other assets on our Consolidated Balance Sheets. These warrants are measured at fair value with changes in fair value being recognized within other expense in our Consolidated Statements of Income.
As of December 31, 2020, the aggregate 2021 contractual cash rent due to us from Brookdale Senior Living was approximately $100.3 million, and the current aggregate contractual base rent (computed in accordance with U.S. generally accepted accounting principles (“GAAP”)) was approximately $148.5 million.
Ardent Lease
As of December 31, 2020, we leased 11 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, 2020, the aggregate 2021 contractual cash rent due to us from Ardent was approximately $125.9 million, and the current aggregate contractual base rent (computed in accordance with GAAP) was approximately $126.0 million.
We also hold a 9.8% ownership interest in Ardent, which entitles us to customary minority rights and 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, 2020, 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, 2020, the aggregate 2021 contractual cash rent due to us from Kindred was approximately $130.4 million, and the current aggregate contractual base rent (computed in accordance with GAAP) was approximately $132.4 million.
Senior Living Operations
As of December 31, 2020, Atria and Sunrise, collectively, provided comprehensive property management and accounting services with respect to 258 of the senior housing communities in our senior living operations segment. 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. See “Risk Factors—Our Business Operations and Strategy Risk—A significant portion of our revenues and operating income is dependent on a limited number of tenants and managers, including Brookdale Senior Living, Ardent, Kindred, Atria and Sunrise.” and included in Part I, Item 1A of this Annual Report.
We hold a 34% ownership interest in Atria, which entitles us to customary minority rights and protections, as well as the right to appoint two of the six members on the Atria Board of Directors.
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Competition
We generally compete for investments in healthcare real estate 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—Our Business Operations and Strategy Risk—Our ongoing strategy depends, in part, upon identifying and consummating future investments and effectively managing our expansion opportunities” included in Part I, Item 1A of this Annual Report 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.
Our tenants and managers also compete on a local and regional basis with other healthcare operating companies that provide comparable services. Senior 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 and research and innovation centers, 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 or university campuses or life science centers and quality of lab space. 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—Our Legal, Compliance and Regulatory Risks—We and our tenants, borrowers and managers may be adversely affected by regulation and enforcement.” included in Part I, Item 1A of this Annual Report.
Human Capital Management
At Ventas, our experienced team drives our success and creates value. As of December 31, 2020, we had 448 employees, none of which are subject to a collective bargaining agreement.
We provide a unique environment that offers opportunities for our team to use their professional skills, develop their talents and learn from each other as they build successful careers. We are committed to upholding human dignity and equal opportunity under the principles outlined in the United Nations’ Universal Declaration of Human Rights. Our Global Code of Ethics and Business Conduct, Vendor Code of Conduct and Human Rights Policy embed the responsibility to respect human rights in business functions across our operations as well as our supply chain.
The Executive Compensation Committee of our Board of Directors provides oversight on certain human capital matters, including our DE&I efforts, goals and framework. We report on human capital matters at each regularly scheduled meeting of our Board of Directors. The most significant human capital measures and objectives that we focus on include the topics described below.
Talent Attraction and Retention
We strive to foster a culture that attracts and retains individuals who share a passion for integrity, flawless execution, collaborative problem-solving and, above all, excellence. A key component of our ability to attract and retain the top talent in our industry is our investment in our people and their continuous development by providing expansive professional opportunities, best-in-class leadership development and a broad array of workshops and training. Ventas also prides itself in offering an industry-leading compensation and benefits package.
DE&I
Ventas has a long-standing commitment to Diversity, Equity and Inclusion (“DE&I”). We have established a DE&I framework centered around five key pillars of people, culture, investment and financial, changing our society and improving our communities and celebrating our commitments. Development and execution of the DE&I framework is a core component of our 2021 short-term incentive program. Additionally, we incorporated a metric focused on improving the Company’s representation of women employees into our 2020-2022 long-term equity incentive program, to further drive progress and accountability. As of December 31, 2020, our workforce is. As of December 31, 2020, our workforce is 52% male and 48% female, with our Board of Directors being 36% female.
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Health & Safety
Ventas is committed to the health and safety of its employees. The responsibility is shared with each Ventas employee, helping to make our workplaces secure and hazard-free to protect against accidents, personal injury/illness and property damage. Our commitment to health and safety is maintained by effective administration, training and education, and we expect our operating and development partners to comply with applicable company or legal requirements, whichever is more stringent. In response to the COVID-19 pandemic, we seamlessly shifted to a remote work environment ahead of mandatory stay-at-home orders.
Sustainability
Ventas recognizes that sustainable practices and resilience are essential to delivering superior long-term results. Our integrated approach to Environment, Social and Governance (“ESG”) principles animates our actions, decisions and processes. In 2018, we conducted an in-depth ESG prioritization (a “materiality assessment”) using the Global Reporting Initiative (GRI) framework, from which we organized the eight topics identified into three strategic pillars: People, Performance, and Planet. This approach integrates ESG principles throughout our business, ensures focus and reporting on key issues and motivates our daily efforts.
Ventas has an established cross-functional ESG Steering Committee, led by our Chairman and CEO and overseen by our Director of Sustainability, which provides oversight and monitoring of our ESG strategy, with reporting to our Board of Directors. Among other things, Ventas has set ambitious goals to reduce our greenhouse gas emissions, energy, water and waste, and to limit high flood risk properties in our portfolio.
For additional information regarding our ESG efforts, please visit our website at www.ventasreit.com
Insurance
We maintain or require in our lease, management and other agreements that our tenants, managers or other counterparties maintain comprehensive insurance coverage on our properties and their operations with terms, conditions, limits and deductibles that we believe are customary for similarly situated companies in each industry and we frequently review our insurance programs and requirements. The insurance that we maintain or require may take the form of commercial insurance, captive insurance or self-insurance.
We maintain the property insurance for substantially all properties in our office and senior living operations segment. We also maintain liability insurance for certain office properties, as well as the general and professional liability insurance for certain senior housing communities and related operations in our senior living operations segment. However, some senior housing managers maintain the general and professional liability insurance for our senior housing communities and related operations that they manage in accordance with the terms of our management agreements.
Through our office operations, we provide engineering, construction and architectural services in connection with new development projects, and we maintain and cause tenants, contractors, design professionals and other parties involved with such services to maintain property and liability insurance with respect to those activities.
In May 2020, the Company formed a wholly owned captive insurance company, which provides insurance coverage for losses below the deductible and within the self-insured retention of the commercial property, general and professional liability insurance that we maintain for certain of our Office and senior living operations locations. The Company created this captive as part of its overall risk management program and to stabilize insurance costs.
Additional Information
We maintain a website at www.ventasreit.com. The information on our website is not incorporated by reference in this Annual Report, and our web address is included as an inactive textual reference only.
We make available, free of charge, through our website our Annual Report, 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
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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.
GOVERNMENT REGULATION
Governmental Response to the COVID-19 Pandemic
In response to the COVID-19 pandemic, in 2020, Congress enacted a series of economic stimulus and relief measures through the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), the Paycheck Protection Program and Health Care Enhancement Act (the “PPPHCE Act”) and the Consolidated Appropriations Act, 2021 (“CAA”). In total, the CARES Act, the PPPHCE Act and the CAA authorize approximately $175 billion to be distributed to healthcare providers through the Public Health and Social Services Emergency Fund (“Provider Relief Fund”), which is administered by the U.S. Department of Health & Human Services (“HHS”). These grants are intended to reimburse eligible providers for expenses incurred to prevent, prepare for and respond to COVID-19 and lost revenues attributable to COVID-19. Recipients are not required to repay distributions from the Provider Relief Fund, provided that they attest to and comply with certain terms and conditions, including, not using grants received from the Provider Relief Fund to reimburse expenses or losses that other sources are obligated to reimburse, reporting and record keeping requirements and cooperating with any government audits.
HHS began distributing Provider Relief Fund grants in April 2020 and has made grants available to various provider groups in phases. We applied for and received grants under Phase 2 and Phase 3 of the Provider Relief Fund on behalf of the assisted living communities in our senior living operations segment and may apply for additional grants in the future. Many of our senior housing, hospital, health system, medical office and other tenants also received grants from the Provider Relief Fund. HHS continues to evaluate and provide allocations of, and issue regulations and guidance regarding, grants made under the CARES Act and related legislation. We continue to monitor and evaluate the terms and conditions associated with payments received under the Provider Relief Fund.
The CARES Act and related legislation also make other forms of financial assistance available to healthcare providers, which has benefited our tenants and our senior living operations segment to varying degrees. This assistance includes Medicare and Medicaid payment adjustments and an expansion of the Medicare Accelerated and Advance Payment Program, which made available accelerated payments of Medicare funds in order to increase cash flow to providers. These payments are loans that providers must repay. Effective October 2020, the Centers for Medicare & Medicaid Services (“CMS”) is no longer accepting applications for accelerated or advance payments. The Cares Act and related legislation also suspended Medicare sequestration payment adjustments, which would have otherwise reduced payments to Medicare providers by 2%, from May 1, 2020 through March 31, 2021, but also extended sequestration through 2030. These laws also include provisions intended to expand coverage of COVID-19 testing and preventive services, address healthcare workforce needs and ease other legal and regulatory burdens on healthcare providers. Due to the recent enactment of the CARES Act, the PPPHCE Act, and the CAA, there is a high degree of uncertainty surrounding their implementation, and the public health emergency continues to evolve. See “Risk Factors—COVID-19 Risks—There is a high degree of uncertainty regarding the implementation and impact of the CARES Act and other pandemic-related legislation and any future COVID-19 relief measures. There can be no assurance as to the total amount of financial assistance we or our tenants or borrowers will receive or that we will be able to benefit from provisions intended to increase access to resources and ease regulatory burdens for healthcare providers.” included in Part I, Item 1A of this Annual Report.
Federal, state and local governments and agencies have implemented or announced other programs to provide financial and other support to businesses affected by the COVID-19 pandemic, some of which have benefited our tenants, borrowers, managers and our senior living operations segment, but that impose significant regulatory and compliance obligations.
United States Healthcare Regulation, Licensing and Enforcement
Overview
We, along with our tenants, borrowers, and managers in the United States, are subject to or impacted by extensive and complex federal, state and local healthcare laws and regulations, including laws and regulations relating to quality of care, licensure and certificates of need (“CON”), conduct of operations, government reimbursement, such as Medicare and Medicaid, fraud and abuse, qualifications of personnel, appropriateness and classification of care, adequacy of plant and equipment, and data security and privacy. Although the effects of these laws and regulations on our business are typically indirect, some of these laws and regulations apply directly to us and the senior housing communities in our senior living operations segment,
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where we generally hold the applicable healthcare licenses and enroll in applicable reimbursement programs. Healthcare laws and regulations are wide-ranging, and noncompliance may result in the imposition of civil, criminal, and administrative penalties, including: the loss or suspension of accreditation, licenses or CONs; suspension of or non-payment for new admissions; denial of reimbursement; 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 us or our tenants, borrowers or managers could have a significant effect on our and 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.
Licensure, Certification and CONs
Regulation of senior housing communities consists primarily of state and local laws that may require licenses, certifications and permits, and may vary greatly from one jurisdiction to another.
Our senior housing communities that receive Medicaid payments are also subject to extensive federal laws and regulation.
Inpatient rehabilitation and long-term acute care facilities, health systems, and skilled nursing facilities, which we do not directly operate, are typically subject to extensive federal and state regulation and must hold various licenses, certifications, and permits.
Licensure and certification may be conditioned on requirements related to, among other things, the quality of medical care provided by an 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.
Federal and state government agencies have issued additional requirements in connection with the COVID-19 pandemic.
For example, CMS is requiring testing of skilled nursing facility staff and residents for COVID-19 and reporting of COVID-19 data to the Centers for Disease Control and Prevention (“CDC”).
Sanctions for failure to comply with licensure and certification laws and regulations include loss of licensure or certification and ability to participate in or receive payments from the Medicare and Medicaid programs, suspension of or non-payment for new admissions, fines, and potential criminal penalties.
Even if we are not the operator of a facility, imposition of such sanctions could adversely affect the healthcare facility operator’s ability to satisfy its obligations to us.
Further, if we have to replace a tenant, we may experience difficulties in finding a replacement and effectively and efficiently transitioning the property to a new tenant.
See “Risk Factors—Our Business Operations and Strategy Risks—If we need to replace any of our tenants or managers, we may be unable to do so on as favorable terms, or at all, and we could be subject to delays, limitations and expenses, which could adversely affect our business, financial condition and results of operations.” included in Part I, Item 1A of this Annual Report.
In addition, many of our licensed facilities and tenants are subject to state CON laws, which require governmental approval prior to the development or expansion of licensed facilities and services.
The approval process in states with CON laws generally requires a facility to demonstrate the need for additional or expanded licensed 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 our or our tenants’ ability to expand and grow in certain circumstances, which could have an adverse effect on our or their revenues.
Fraud and Abuse Enforcement
Participants in the U.S. healthcare industry are subject to complex federal and state civil and criminal laws and regulations governing healthcare provider referrals, relationships and arrangements.
These laws include: (i) federal and state false claims acts, which generally prohibit providers from filing false claims or making false statements to receive payment from Medicare, Medicaid or other federal or state healthcare programs; (ii) federal and state anti-kickback and fee-splitting statutes, including the federal Anti-Kickback Statute, which prohibits the payment or receipt of remuneration to induce referrals or generate business involving healthcare items or services payable by Medicare or Medicaid; (iii) federal and state physician self-referral laws, which generally prohibit referrals of certain services by physicians to entities with which the physician or an immediate family member has a financial relationship; and (iv) the federal Civil Monetary Penalties Law, which requires a lower burden of proof than other fraud and abuse laws and prohibits, among other things, the knowing presentation of a false or fraudulent claim for certain healthcare services.
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. These laws and regulations are enforced by a variety of federal, state and
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local governmental agencies, and many 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.
Reimbursement
Sources of revenue for us and some of our tenants include, among others, governmental healthcare programs, such as the federal Medicare programs and state Medicaid programs, and non-governmental third-party payors, such as insurance carriers and health maintenance organizations.
Medicare is a federal health insurance program for persons age 65 and over, some disabled persons and persons with end-stage renal disease.
Medicaid is a medical assistance program for eligible needy persons that is funded jointly by federal and state governments and administered by the states.
Medicaid eligibility requirements and benefits vary by state.
The Medicare and Medicaid programs are highly regulated and subject to frequent and substantial changes resulting from legislation, regulations and administrative and judicial interpretations of existing law.
As federal and state governments face significant budgetary pressures, they continue efforts to reduce Medicare and Medicaid spending through methods such as reductions in reimbursement rates and increased enrollment in managed care programs.
Private payors are typically for-profit companies and are continuously seeking opportunities to control healthcare costs.
In some cases, private payors rely on government reimbursement systems to determine reimbursement rates, such that reductions in Medicare and Medicaid payment rates may negatively impact payments from private payors.
These changes may result in reduced or slower growth in reimbursement for certain services provided by some of our tenants and managers.
Additionally, the U.S. Congress and certain state legislatures have introduced and passed a large number of proposals and legislation designed to make major changes in the healthcare system, including changes that directly or indirectly affect reimbursement.
Several of these laws, including the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (the “Affordable Care Act”), have promoted shifting from traditional fee-for-service reimbursement models to alternative payment models that tie reimbursement to quality and cost of care, such as accountable care organizations and bundled payments.
It is difficult to predict the nature and success of future financial or delivery system reforms, but changes to reimbursement rates and related policies could adversely impact our and our tenants’ results of operations.
For the year ended December 31, 2020, approximately 7.2% of our total revenues and 15.0% of our total NOI 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.
Data Privacy and Security
Privacy and security regulations issued pursuant to the Health Insurance Portability and Accountability Act of 1996, as amended ( “HIPAA”), restrict the use and disclosure of individually identifiable health information (“protected health information” or “PHI”), provide for individual rights, and require safeguards for PHI and notification of breaches of unsecure PHI. Entities subject to HIPAA include most healthcare providers, including some of our tenants and borrowers. These covered entities are required to implement administrative, physical and technical practices to protect the security of individually identifiable health information that is electronically maintained or transmitted. Business associates of covered entities who create, receive, maintain or transmit PHI are also subject to certain HIPAA provisions. Violations of HIPAA may result in substantial civil and/or criminal fines and penalties.
There are several other laws and legislative and regulatory initiatives at the federal and state levels addressing privacy and security of personal information. For example, the Federal Trade Commission uses its consumer protection authority to initiate enforcement actions in response to data breaches. In most cases, we depend on our tenants and managers to fulfill any compliance obligations with respect to HIPAA and other privacy and security laws and regulations.
International Healthcare Regulation
We own senior housing communities in Canada and the United Kingdom. Senior living residences in Canada are provincially regulated. Within each province, there are different categories for senior living residences that are generally based on the level of care sought or required by a resident (e.g., assisted or retirement living, senior living residences, residential care, long-term care). In some of these categories and depending on the province, residences may be government funded, or the individual residents may be eligible for a government subsidy, while other residences are exclusively private-pay. The
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governing legislation and regulations vary by province, but generally impose licensing requirements and minimum standards of care for senior living residences. These laws empower regulators in each province to take a variety of steps to ensure compliance, conduct inspections, issue reports and generally regulate the industry. Our communities in Canada are also subject to privacy legislation, including, in certain provinces, privacy laws specifically related to personal health information. Although the obligations of senior living residences in the various provinces differ, they all include the obligation to protect personal information. The powers of privacy regulators and penalties for violations of privacy law vary according to the applicable law or are left to the courts. Our senior living residences in Canada are also subject to a variety of other laws and regulations, including minimum wage standards and other employment laws.
In the United Kingdom, our senior housing communities are principally regulated as “care home services” under the Health and Social Care Act 2008. This legislation subjects service providers to standards of care and requires, among other things, that all persons carrying out such activities, and the managers of such persons, be registered. Providers of care home services are also subject (as data controllers) to laws and regulations governing their use of personal data (including in relation to their employees, clients and recipients of their services). These laws take the form of the U.K.’s Data Protection Act 2018. The Data Protection Act imposes a significant number of obligations on controllers with the potential for fines of up to 4% of annual worldwide turnover or €20 million, whichever is greater. Our business operations in the United Kingdom are also subject to a range of other regulations, such as the U.K. Bribery Act 2010, minimum wage standards and other employment laws.
The United Kingdom exited from the EU on January 31, 2020. The impact of Brexit on the healthcare industry will depend on a variety of factors, including the evolution of healthcare regulatory and immigration policy and the broader economic outlook in the United Kingdom.
Regulation Impacting Life Science, Research and Innovation Centers
We lease a number of our assets to tenants in the life science, research and innovation sector. These tenants consist of university-affiliated organizations and other private sector companies. These tenants may be dependent on private investors, the federal government or other sources of funding to support their activities. 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 life science, research and innovation industry face high levels of regulation, expense and uncertainty. See “Risk Factors—Environmental, Economic and Market Risks—Our life science, R&I tenants face unique levels of regulation, expense and uncertainty.” included in Part I, Item 1A of this Annual Report.
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.
Tax Regulation
We elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code (the “Code”), commencing with our taxable year ended December 31, 1999. Provided we qualify for taxation as a REIT, we generally will not be required to pay U.S. federal corporate income taxes on our REIT taxable income that is currently distributed to our stockholders. This treatment substantially eliminates the “double taxation” that ordinarily results from investment in a C corporation. We will, however, be required to pay U.S. federal income tax in certain circumstances.
The Code defines a REIT as a corporation, trust or association:
(1) that is managed by one or more trustees or directors;
(2) that issues transferable shares or transferable certificates to evidence its beneficial ownership;
(3) that would be taxable as a domestic corporation, but for Sections 856 through 860 of the Code;
(4) that is not a financial institution or an insurance company within the meaning of certain provisions of the Code;
(5) that is beneficially owned by 100 or more persons;
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(6) not more than 50% in value of the outstanding stock of which is owned, actually or constructively, by five or fewer individuals, including certain specified entities, during the last half of each taxable year; and
(7) that meets other tests, regarding the nature of its income and assets and the amount of its distributions.
We believe that we have been organized and have operated in a manner that has allowed us, and will continue to allow us, to satisfy conditions (1) through (7) inclusive, during the relevant time periods, and we intend to continue to be organized and operate in this manner. However, qualification and taxation as a REIT depend upon our ability to meet the various qualification tests imposed under the Code, including through actual operating results, asset composition, distribution levels and diversity of stock ownership. Accordingly, no assurance can be given that we will be organized or will be able to operate in a manner so as to qualify or remain qualified as a REIT.
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. See “Risk Factors—Our REIT Status Risks”.
Environmental Regulation
A wide variety of federal, state and local environmental and occupational health and safety laws and regulations affect our assets. We are committed to not only meeting these requirements of these laws and regulations, but exceeding them through our Environmental, Social and Governance activities.
See “—Sustainability.”
However, these complex federal and state statutes, and their enforcement, involve a myriad of regulations, many of which involve strict liability on the part of the potential offender. Some of these federal and state statutes may directly impact us. Under various federal, state and local environmental laws, ordinances and regulations, an owner of real property or a secured lender, such as us, may be liable for the costs of removal or remediation of hazardous or toxic substances at, under or disposed of in connection with such property, as well as other potential costs relating to hazardous or toxic substances (including government fines and damages for injuries to persons and adjacent property).
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 cleanup 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—Our Business Operations and Strategy Risks—Our operating assets may expose us to various operational risks, liabilities and claims that could adversely affect our ability to generate revenues or increase our costs and could adversely affect our business, financial condition and results of operations.” included in Part I, Item 1A of this Annual Report.
Under the terms of our lease, management and other agreements, we generally have a right to indemnification by the tenants and managers of our properties for any contamination caused by them.
In general, we have also agreed to indemnify our tenants and managers against any environmental claims (including penalties and cleanup 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 cleanup costs) resulting from any condition on those properties, unless the manager caused or contributed to that condition.
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ITEM 1A. Risk Factors
This section discusses material 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.
As set forth below, we believe that the risks we face generally fall into the following categories:
•
COVID-19 Risks
•
Our Business Operations and Strategy Risks
•
Environmental, Economic and Market Risks
•
Our Capital Structure Risks
•
Our Legal, Compliance and Regulatory Risks
•
Our REIT Status Risks
COVID-19 Risks
The ongoing COVID-19 pandemic and measures intended to prevent its spread have had and may continue to have a material adverse effect on our business, financial condition and results of operations.
The COVID-19 pandemic and measures to prevent its spread have materially negatively impacted our businesses in a number of ways and is expected to continue to do so. For instance, operating costs at our senior housing communities have increased as a result of the introduction of public health measures and other operational and regulatory changes affecting our properties and our operations, while occupancy and revenue have decreased. Certain of our tenants and managers have incurred significant costs or losses as a result of the pandemic, and may continue to do so, which could adversely affect our results of operations.
Although we continue to undertake extensive efforts to ensure the safety of our properties, employees and residents and to provide operator support in this regard, the impact of the COVID-19 pandemic on our facilities could result in additional operational costs.
The effects of shelter-in-place and stay-at-home orders, including remote work arrangements for an extended period of time, could strain our business continuity plans, introduce operational risk, including but not limited to cybersecurity risks, and impair our ability to manage our business. Further, we have and may continue to implement mitigation and other measures to support and protect our employees, which could result in increased labor costs.
Senior housing facilities have been disproportionately impacted by COVID-19. The ongoing COVID-19 pandemic has, to varying degrees during the course of the pandemic, prevented prospective occupants and their families from visiting our senior housing communities and limited the ability of new occupants to move into our senior housing communities due to heightened move-in criteria and screening.
Although the ongoing impact of the pandemic and vaccine deployment on occupancy remain uncertain, occupancy of our senior housing and triple-net properties could further decrease, and the effects of the COVID-19 pandemic could adversely affect demand for senior housing for an extended period.
Such a decrease could affect the net operating income of our senior housing properties and the ability of our triple-net tenants to make contractual payments to us, which in turn, could adversely affect our financial condition, including our ability to pay dividend distributions at expected levels or at all.
Additionally, across our property types, the impact of the COVID-19 pandemic creates a heightened risk of tenant, borrower, manager or other obligor bankruptcy or insolvency due to factors such as decreased occupancy, medical practice disruptions resulting from stay-at-home orders, increased health and safety and labor expenses or litigation resulting from developments related to the COVID-19 pandemic. In addition to the risks associated with such events elsewhere in these risk factors, various federal, state and local governments have enacted, and may continue to enact, laws regulations and moratoriums or take other actions that could limit our ability to evict tenants as a result of the COVID-19 pandemic. Although many of these moratoriums are expected to be temporary in nature, they may be in place for a significant period of time until the COVID-19 pandemic subsides. While we generally have arrangements and other agreements that give us the right under specified circumstances to terminate a lease or evict a tenant for nonpayment, such laws, regulations and moratoriums will generally prohibit our ability to begin eviction proceedings even where no rent or only partial rent is being paid for so long as such law, regulation or moratorium remains in effect. We may incur significant costs and it may take a significant amount of time to ultimately evict any tenant who is not meeting its contractual rent obligations. If we cannot transition a leased property to a
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new tenant due to the effects of the COVID-19 pandemic or for other reasons, we may take possession of that property, which may expose us to certain successor liabilities.
The COVID-19 pandemic and reactions to it have also adversely affected the U.S. economy and global financial markets and, in the longer term, could result in a global economic downturn and a recession, or inflation, which may, in turn negatively impact our results of operations. The COVID-19 pandemic has increased, and may continue to increase, the magnitude of many of the other risks described herein.
The trajectory and future impact of the COVID-19 pandemic remains highly uncertain. The extent of the pandemic’s continuing and ultimate effect on our operational and financial performance will depend on a variety of factors, including the speed at which available vaccines can be successfully deployed; the rate of acceptance of available vaccines, particularly among the residents and staff in our senior housing communities; the impact of new variants of the virus and the effectiveness of available vaccines against those variants; ongoing clinical experience, which may differ considerably across regions and fluctuate over time; and on other future developments, including the ultimate duration, spread and intensity of the outbreak, the availability of testing, the extent to which governments impose, rollback or re-impose preventative restrictions and the availability of ongoing government financial support to our business, tenants and operators. Due to these uncertainties, we are not able at this time to estimate the ultimate impact of the COVID-19 pandemic on our business, results of operations, financial condition and cash flows.
There is a high degree of uncertainty regarding the implementation and impact of the CARES Act and other pandemic-related legislation and any future COVID-19 relief measures. There can be no assurance as to the total amount of financial assistance we or our tenants or borrowers will receive or that we will be able to benefit from provisions intended to increase access to resources and ease regulatory burdens for healthcare providers.
In response to the COVID-19 pandemic, the CARES Act, the PPPHCE Act, and the CAA authorize a total of $178 billion to be distributed to healthcare providers through the Provider Relief Fund, which is administered by HHS. These grants are intended to reimburse eligible providers for healthcare-related expenses or lost revenues attributable to COVID-19. Recipients are not required to repay distributions from the Provider Relief Fund, provided that they attest to and comply with certain terms and conditions, including reporting requirements, limitations on balance billing, and not using grants received from the Provider Relief Fund to reimburse expenses or losses that other sources are obligated to reimburse maintaining records, and cooperating with any government audits.
HHS began distributing Provider Relief Fund grants in April 2020 and has made grants available to various provider groups in phases. We applied for grants under Phase 2 and Phase 3 of the Provider Relief Fund on behalf of the assisted living communities in our senior living operations segment and may apply for additional grants in the future. While we have received all amounts under our Phase 2 applications, and have begun to receive amounts under our Phase 3 applications, there can be no assurance that all our remaining applications will be approved or that additional grants will ultimately be received in full or in part. Any grants that are ultimately received and retained by us are not expected to fully offset the losses incurred in our senior living operating portfolio that are attributable to COVID-19. Further, although we continue to monitor and evaluate the terms and conditions associated with the Provider Relief Fund distributions, we cannot assure you that we will be in compliance with all requirements related to the payments received under the Provider Relief Fund. If we or any of our tenants fail to comply with all of the terms and conditions, we or they may be required to repay some or all of the grants received and may be subject to other enforcement action, which could have a material adverse impact on our business and financial condition.
The CARES Act and related legislation also make other forms of financial assistance available to healthcare providers, including through Medicare and Medicaid payment adjustments and an expansion of the Medicare Accelerated and Advance Payment Program, which makes available accelerated payments of Medicare funds in order to increase cash flow to providers in the form of loans that must be repaid. In addition to financial assistance, the CARES Act and related legislation include provisions intended to increase access to medical supplies and equipment and ease legal and regulatory burdens on healthcare providers. Many of these measures are effective only for the duration of the federal public health emergency that was declared as a result of the COVID-19 pandemic. The current public health emergency determination expires April 21, 2021, and HHS has indicated that it likely will be extended but the duration of the extension is unclear. The HHS Secretary may choose to renew the declaration for successive 90-day periods for as long as the emergency continues to exist and may terminate the declaration whenever he determines that the public health emergency no longer exists.
Due to the recent enactment of the CARES Act, and other enacted legislation, there is still a high degree of uncertainty surrounding their implementation. Further, the federal government is considering additional financial measures, federal agencies continue to issue related regulations and guidance, and the public health emergency continues to evolve. It is difficult to predict the extent to which anticipated ongoing negative effects of the COVID-19 pandemic on us and our tenants and
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borrowers will be offset by benefits which we may recognize or receive in the future under existing or future financial measures. Further, there can be no assurance that the terms and conditions of the Provider Relief Fund grants or other programs will not change or be interpreted in ways that affect our ability to comply with such terms and conditions (which could affect our ability to retain any grants that we receive), the amount of total financial grants we may ultimately receive or our eligibility to participate in any future funding. We continue to assess the potential impact of the COVID-19 pandemic and government responses to the pandemic on our business, financial condition and results of operations.
Our Business Operations and Strategy Risks
Market conditions, including, but not limited to, economic and financial market events or conditions and the actual and perceived state of the real estate markets and public capital markets generally could negatively impact our business, financial condition and results of operations.
We are dependent on the capital markets and any disruption to the capital markets or our ability to access such markets could impair our ability to fulfill our dividend requirements, make payments to our security holders or otherwise finance our business operations. 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. Adverse developments affecting economies throughout the world, including a general tightening of availability of credit (including the price, terms and conditions under which it can be obtained), the state of the public capital markets, decreased liquidity in certain financial markets, increased interest rates, foreign exchange fluctuations, declining consumer confidence, the actual or perceived state of the real estate market, sustained high levels of unemployment or significant declines in stock markets, as well as concerns regarding pandemics, epidemics and the spread of contagious diseases, could impact our business, financial condition and results of operations. For example, unfavorable changes in general economic conditions, including recessions, economic slowdowns, high unemployment and rising prices or the perception by consumers of weak or weakening economic conditions may reduce disposable income and impact consumer spending in healthcare or seniors housing, for example, which could adversely affect our financial results.
In addition, increased inflation may have a pronounced negative impact on the interest expense we pay in connection with our outstanding indebtedness, in our general and administrative expenses, as these costs could increase at a rate higher than our rents, or in the wages that our managers or tenants are obligated to pay. Conversely, 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.
To the extent there is turmoil in the global financial markets, this turmoil has the potential to adversely affect (i) the value of our properties; (ii) the availability or the terms of financing that we have or may be able to obtain; (iii) our ability to make principal and interest payments on, or refinance when due, any outstanding debt; (iv) our ability to pay a dividend and (v) the ability of our tenants to enter into new leasing transactions or satisfy rental payments under existing leases. Disruptions in the capital and credit markets may also adversely affect the market price of our securities.
Third parties must operate our non-Office assets, limiting our control and influence over operations and results.
Although we often have certain general oversight approval rights (e.g., with respect to budgets, material contracts, etc.) and the right to review operational and financial reporting information with respect to a majority of our portfolio, our third-party managers and tenants are ultimately in control of the day-to-day business of the property. As a result, we have limited rights to direct or influence the business or operations of the properties in our portfolio and we depend on third parties to operate these properties in a manner that complies with applicable law, minimizes legal risk and maximizes the value of our investment. The failure by such third parties to operate these properties efficiently and effectively and adequately manage the related risks could adversely affect our business, financial condition and results of operations.
Our operating assets may expose us to various operational risks, liabilities and claims that could adversely affect our ability to generate revenues or increase our costs and could adversely affect our business, financial condition and results of operations.
Despite our limited rights to direct or influence the business or operations of the properties in our senior living operations segment, as the owner and operator of senior housing operating properties, we are ultimately responsible for all operational risks and other liabilities of such properties, other than those arising out of certain actions by our managers, such as gross negligence or willful misconduct. These risks include, and our resulting revenues are impacted by, among other things, 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
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regulations, national and regional economic conditions, the imposition of new or increased taxes, capital expenditure requirements, changes in management or equity, accounting misstatements, professional and general liability claims, and the availability and cost of insurance. Any one or a combination of these factors could result in deficiencies in our senior living operations segment, which could adversely affect our business, financial condition and results of operations. Such operational risks could also arise as a result of our ownership of office buildings, and which could also adversely affect our business, financial condition and results of operations.
Further, we generally hold the applicable healthcare license and enroll in applicable government healthcare programs on behalf of the properties in our senior living operations segment. This subjects us to potential liability under various healthcare laws and regulations. Healthcare laws and regulations are wide-ranging, and noncompliance may result in the imposition of civil, criminal, and administrative penalties, including: the loss or suspension of accreditation, licenses or CONs; suspension of or non-payment for new admissions; denial of reimbursement; fines; suspension, decertification, or exclusion from federal and state healthcare programs; or facility closure.
Decreases in our tenants’, borrowers’ or managers’ revenues, or increases in their expenses, could affect their ability to meet their financial and other contractual obligations to us, which could adversely affect our business, financial condition and results of operations.
We
have limited control over the success or failure of our tenants’, borrowers’ and managers’ businesses, regardless of whether our relationship is structured as a triple-net lease, a management contract or as a lender to our tenants.
While we do not expressly take on liability on the properties in our triple-net leased or office operations segments, our business, financial condition and results of operations could suffer as a result of the risks outlined below.
Any of our tenants, borrowers or managers may experience a downturn in their business that materially weakens their financial condition.
For example, many of our tenants, borrowers and managers have experienced significant downturns in their businesses due to the COVID-19 pandemic, including as a result of interruptions in their operations, lost revenues, increased costs, financing difficulties and labor shortages.
As a result, they may be unable or unwilling to make payments or perform their obligations when due.
Although we generally have arrangements and other agreements that give us the right under specified circumstances to terminate a lease, evict a tenant or terminate our management agreements, or demand immediate repayment of outstanding loan amounts or other obligations to us, we may not be able to enforce such rights or 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.
Our senior housing tenants and managers primarily depend on private pay sources consisting of the income or assets of residents or their family members to pay fees. C
osts associated with independent and assisted living services
generally are not reimbursable under government reimbursement programs, such as Medicare and Medicaid.
Accordingly, our tenants and managers of our senior housing business depend on attracting seniors with appropriate levels of income and assets, which may be affected by many factors, including: (i) prevailing economic and market trends, including the ongoing economic downturn and high unemployment rates; (ii) consumer confidence; (iii) demographics; (iv) property condition and safety, including as a result
of a severe cold and flu season, an epidemic or any other widespread illness, such as seen throughout the COVID-19 pandemic
; (v) public perception about such properties; and (vi) social and environmental factors.
Consequently, if our tenants or managers on our behalf fail to effectively conduct their operations, or to maintain and improve our properties, it could adversely affect our business reputation as the owner of the properties, as well as the business reputation of our tenants or managers and their ability to attract and retain patients and residents in our properties, which could have an adverse effect on our and our tenant’s or manager’s business, financial condition and results of operations.
Further, if widespread default or nonpayment of outstanding obligations from a large number of tenants or managers occurs at a time when terminating such agreement or replacing such tenants or managers may be extremely difficult or impossible, including as a result of the COVID-19 pandemic, we may elect instead to amend such agreements with such tenants or managers.
However, such amendment may be on terms that are less favorable to us than the original agreement and may have a material adverse effect on our results of operations and financial condition.
Our senior housing tenants and managers may also rely on reimbursements from governmental programs for a portion of the revenues from certain properties. Changes in reimbursement policies and other governmental regulation, that may result from actions by Congress or executive orders, may result in reductions in our tenants’ or managers’ revenues, operations and cash flows and affect our tenants’ or managers’ ability to meet their obligations to us. In addition, failure to comply with reimbursement regulations or other laws applicable to healthcare providers could result in penalties, fines, litigation costs, lost revenue or other consequences, which could adversely impact our tenants’ ability to make contractual rent payments to us under a triple-net lease or our cash flows from operations under a management arrangement.
Our tenants and managers have, and may continue to seek to, offset losses by obtaining funds under the recently adopted CARES Act or other similar legislative initiatives at the state and local level. It is indeterminable when or if these
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government funds will ultimately be received by our tenants and managers or whether these funds may materially offset the cash flow disruptions experienced by them. If they are unable to obtain these funds within a reasonable time period or at all, or the conditions precedent to receiving these funds are overly burdensome or not feasible, it may substantially affect their ability to make payments or perform their obligations when due to us.
A significant portion of our revenues and operating income is dependent on a limited number of tenants and managers, including Brookdale Senior Living, Ardent, Kindred, Atria and Sunrise.
As of December 31, 2020, Atria and Sunrise, collectively, managed 258 of our consolidated senior housing communities pursuant to long-term management agreements. Additionally, as of December 31, 2020, our three largest tenants, Brookdale Senior Living, Ardent and Kindred leased from us 121 properties, 12 properties and 32 properties respectively. 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.
We depend on Brookdale Senior Living, Ardent and Kindred 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 they lease from us. We cannot assure you that they will have sufficient assets, income and access to financing to enable them to satisfy their obligations to us, and any failure, inability or unwillingness by them to do so could adversely affect our business, financial condition and results of operations. In addition, any failure by any one of Brookdale Senior Living, Ardent or Kindred to conduct effectively its operations or to maintain and improve the properties it leases from us could adversely affect its business reputation and its ability to attract and retain patients or residents in such properties, which could in turn adversely affect our business, financial condition and results of operations. These tenants have agreed to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities arising in connection with their respective businesses. We cannot assure you that they will have sufficient assets, income, access to financing and insurance coverage to enable them to satisfy those obligations.
We rely on a relatively small number of third-party managers, including Atria and Sunrise, to manage a significant number of the properties in our senior living operations segment and to set appropriate resident fees, provide accurate property-level financial results for our properties in a timely manner and otherwise operate our senior housing communities in compliance with the terms of our management agreements and all applicable laws and regulations. Any adverse developments in such managers’ business and affairs or financial condition could impair their ability to manage our properties efficiently and effectively and could adversely affect the financial performance of our properties and our business, financial condition and results of operations. If any one of our managers experience financial, legal, accounting or regulatory difficulties, such difficulties could result in, among other adverse events, impacts to its financial stability, 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, any one or a combination of which could adversely affect our business, financial condition and results of operations.
In the event that any of our tenants or managers merge with one another, our dependence on a small group of significant third parties would increase, as would our exposure to the risks described above.
If we need to replace any of our tenants or managers, we may be unable to do so on as favorable terms, or at all, and we could be subject to delays, limitations and expenses, which could adversely affect our business, financial condition and results of operations.
Our tenants may not renew their leases with us, and our managers may not renew their management agreements with us, beyond their current terms. Our leases and management agreements also provide us, our tenants and our managers with termination rights in certain circumstances. If our leases or management agreements are not renewed or are otherwise terminated, we would attempt to reposition those properties with another tenant or manager, as applicable. We may not be successful in identifying suitable replacements or entering into leases, management agreements or other arrangements with new tenants or managers on a timely basis or on terms as favorable to us as our current leases or management agreements, 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.
During transition periods to new tenants or managers, the attention of existing tenants or operators may be diverted from the performance of the properties, which could cause the financial and operational performance at those properties to decline. Our ability to reposition our properties with a suitable replacement tenant or manager could be significantly delayed or limited by state licensing, receivership, certificates of need (“CON”) or other laws, as well as by the Medicare and Medicaid
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change-of-ownership rules, and we could incur substantial additional expenses in connection with any licensing, receivership or change-of-ownership proceedings.
In the case of our leased properties, following expiration of a lease term or if we exercise our right to replace a tenant in default, rental payments on the related properties could decline or cease altogether while we reposition the properties with a suitable replacement tenant. This risk could be exacerbated by new laws and regulations enacted during the COVID-19 pandemic that limit our ability to take remedial action against defaulted tenants. Further, our competitors may offer space at rental rates below current market rates or below the rental rates we currently charge, we may lose potential tenants, and we may be pressured to reduce our rental rates below those we currently charge to retain tenants when leases expire. 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.
In the event of borrower defaults, we may be unable to foreclose successfully on the collateral securing our loans and other investments, and even if we are successful in our foreclosure efforts, we may be unable to sell successfully 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 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. Any such delay or limit on our ability to pursue our rights or remedies could adversely affect our business, financial condition and results of operations.
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 loans, and we could be required to record a valuation allowance for such losses. Moreover, the collateral may include equity interests that may have incurred unexpected liabilities or other limiting characteristics that may result in us not having full recourse to assets within that entity’s subsidiary structure. For example, our mezzanine loan investments are subordinate to senior secured loans held by other investors that encumber the same real estate, and, in certain circumstances, affords them the ability to extinguish our rights in the collateral, subject to our rights under market and customary co-lender contractual arrangements. In addition, we may not be able to sell the acquired assets or equity interests due to securities law restrictions or otherwise. We may be unable to reposition the properties with new tenants, borrowers or managers 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.
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. Failure to attract, retain and motivate highly qualified employees, or failure to develop and implement a viable succession plan, could result in inadequate depth of institutional knowledge, an ineffective culture or lack of certain skill sets, significantly impacting our future performance and adversely affecting our business. Competition for talented employees 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. COVID-19 could also negatively affect the health, availability and productivity of our current personnel and could impact our ability to recruit and attract new employees and retain current employees, particularly as remote work arrangements and their impact on the market for talent remains uncertain. In addition, while we have long-term compensation plans designed to retain our senior executives, if our retention and succession plans are not effective, or if we lose any one or more of our key officers and employees, our business could be adversely affected.
Our investments are concentrated across a variety of assets classes within healthcare real estate, making us more vulnerable to adverse changes in those asset classes and the real estate industry generally.
We invest in a variety of assets classes in healthcare real estate, including senior housing, R&I and healthcare properties. While we endeavor to invest in a diversified portfolio, there can be no assurance that in a particular economic or operational environment that all assets will perform equally well or that our balance sheet will be appropriately balanced. Each of our asset classes are subject to their own dynamics and their own specific operational, financial, compliance, regulatory and market risks.
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Additionally, a broad downturn or slowdown in the healthcare real estate sector could have a greater adverse impact on our business than if we had investments in multiple industries
and could negatively impact the ability of our tenants, borrowers and managers to meet their obligations to us
. A downturn or slowdown in any one of our asset classes could adversely affect the value of our properties in such asset class and our ability to sell such properties at prices or on terms acceptable or favorable to us.
In addition, we are exposed to the risks inherent in concentrating our investments in real estate. 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. In addition, transfers of healthcare real estate may be subject to regulatory approvals that are not required for transfers of other types of commercial real estate. 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, financial condition and results of operations.
Our investments in and acquisitions of properties may be unsuccessful or fail to meet our expectations.
We have made and expect to continue to make significant acquisitions and investments as part of our overall business strategy. Investments in and acquisitions of healthcare real estate 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 a tenant, borrower 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 real estate 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, including, among other things, that:
•
We may be unable to integrate successfully 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 monitor and manage our expanded portfolio of properties effectively, 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; or
•
The value of acquired assets or the market price of our common stock may decline.
We cannot assure you that our acquisitions, developments, redevelopments and other investments will be successful or meet our expectations without encountering difficulties or that any such difficulties will not adversely affect our business, financial condition and results of operations.
Our ongoing strategy depends, in part, upon identifying and consummating future investments and effectively managing our expansion opportunities.
An important part of our business strategy is to continue to expand and diversify our portfolio, directly or indirectly with third parties, through accretive acquisition, investment, development and redevelopment activities in domestic and international healthcare real estate. 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
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relationships with current and prospective clients and partners, 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. We compete for these opportunities with a broad variety of potential investors, including 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. If we are unsuccessful at identifying and capitalizing on investment, acquisition, development and redevelopment opportunities and otherwise expanding and diversifying our portfolio, our growth and profitability may be adversely affected.
For example, we recently expanded into R&I and life sciences. When expanding into areas that are new to us, we face numerous risks and uncertainties, including risks associated with (i) the required investment of capital and other resources; (ii) the possibility that we have insufficient expertise to engage in such activities profitably or without incurring inappropriate amounts of risk; (iii) the diversion of management’s attention from our other businesses; (iv) the increasing demands on or issues related to operational and management systems and controls; (v) compliance with additional legal or regulatory requirements with which we are not familiar; and (vi) the broadening of our geographic footprint, including the risks associated with conducting operations in non-U.S. jurisdictions. We cannot assure you that any new strategies, markets or businesses that we enter into will be successful or meet our expectations without encountering difficulties or that any such difficulties will not adversely affect our business, financial condition and results of operations.
Our investments in co-investment vehicles, joint ventures and minority interests may subject us to risks and liabilities that we would not otherwise face.
We have and may continue to develop and acquire properties in joint ventures with other persons or entities when circumstances warrant the use of these structures.
In 2020, we formed the Ventas Investment Management Platform to consolidate our private capital management capabilities, which includes our Ventas Life Science and Healthcare Real Estate Fund, L.P. (the “Ventas Fund”), our joint venture with GIC and other partnerships with institutional capital vehicles, under a single platform. As of December 31, 2020, we had over $3 billion in assets under management in this platform. In the future, we may enter into additional co-investments, partnerships and joint ventures, either through the Ventas Investment Management Platform or otherwise. We also own minority investments in properties and unconsolidated operating entities which entitle us to rights and protections typical of minority investments, but that inherently involve a lesser degree of control over business operations.
There can be no assurance that we will be able to form new co-investment vehicles or attract third-party investment through additional investments or otherwise. Further, there can be no assurance that we are able to realize value from such investments.
These ventures 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 partners under arrangements that require us to share decision-making authority over major decisions;
•
For ventures in which we have a noncontrolling interest, our partners may take actions that we oppose;
•
If our partners become bankrupt or otherwise fail to fund their share of required capital contributions, we may choose to or be required to contribute such capital;
•
We may be subject to transfer restrictions that apply to our interest in the venture;
•
Our partners may have business interests or goals that conflict with our business interests and goals, i
ncluding the timing, terms and strategies for any investments, and what levels of debt to incur or carry
;
•
Our partners may have competing interests in our markets that could create conflicts of interest;
•
We could experience an impasse on certain decisions where we do not have sole decision-making authority, which could require us to expend additional resources on resolving such impasses or potential disputes;
•
Disagreements with our partners could result in litigation or arbitration;
•
Our partners might become insolvent, fail to fund their share of required capital contributions or fail to fulfill their obligations as a partner, which may require us to infuse our own capital into the venture on behalf of the partner despite other competing uses for such capital;
and
•
We may suffer other losses as a result of actions taken by our partners with respect to our venture investments.
In some instances, our partners may have the right to cause us to
sell our interest, or acquire our partner’s interest, at a time when we otherwise would not have initiated such a transaction
. O
ur ability to acquire our partner’s interest will be limited
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if we do not have sufficient cash, available borrowing capacity or other capital resources.
This would require us to sell our interest in the venture when we would otherwise prefer to retain it.
Additionally, certain ventures require Ventas to assume the role of managing member with increased duties to the partnership. In the event of certain events or conflicts, our partners may have recourse against Ventas, including monetary penalties, the ability to force a sale or exit the venture, as well as other remedies.
Development, redevelopment and construction risks could affect our profitability.
We invest in various development and redevelopment projects. In deciding whether to make an investment in a 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:
•
Tenants may not lease space at the quantity or rental rate levels or on the schedule projected, including due to increased competition in the market and other market and economic conditions;
•
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;
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We may encounter delays in obtaining or we may 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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We may be unable to obtain financing for the project on favorable terms or at all, including at the maturity of an applicable construction loan;
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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, including through rent abatement;
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Volatility in the price of construction materials or labor may increase our project costs;
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In the case of our MOB and R&I developments, hospitals, health systems, or university partners may maintain significant decision-making authority with respect to the development schedule;
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Our builders or development managers may fail to perform or satisfy the expectations of our clients or prospective clients; and
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We may incorrectly forecast risks associated with development in new geographic regions, including new markets where we may not have sufficient depth of market knowledge.
If any of the risks described above occur, our development and redevelopment projects may not yield anticipated returns, which could adversely affect our business, financial condition and results of operations.
We face potential adverse consequences from the bankruptcy, insolvency or financial deterioration of our tenants, 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 managers. We have limited control over the success or failure of our tenants’, borrowers’ and managers’ businesses, and, at any time, a tenant, borrower or manager may experience a downturn in its business that weakens its financial condition. If that happens, the tenant, borrower or manager 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 decide not to exercise those remedies if we believe that enforcement of our rights would be more detrimental to our business than seeking alternative approaches. We may also decide not to enforce other contractual protections, such as annual rent escalators, or the properties may not generate sufficient revenue to achieve the specified rent escalation parameters, which would adversely affect our business, financial condition and results of operations. This risk could be exacerbated by new laws and regulations enacted during the COVID-19 pandemic that limit our ability to enforce contractual escalators against tenants affected by the COVID-19 pandemic.
A downturn in any one of our tenants’, borrowers’ or managers’ businesses could ultimately lead to its 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 our rights and remedies unenforceable, or, at the least, delay our ability to pursue such rights and remedies and realize any recoveries in connection therewith. For example, we cannot evict a tenant solely because of its bankruptcy filing. Additionally, a debtor-lessee may reject our lease in a bankruptcy proceeding, and any claim we have for unpaid rent might not be paid in full. 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 or manager.
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Bankruptcy or insolvency proceedings may result in increased costs and significant management distraction. If we are unable to transition affected properties efficiently and effectively, such properties could experience prolonged operational disruption, leading to lower occupancy rates and further depressed revenues. Publicity about a tenant’s, borrowers’ or manager’s financial condition and insolvency proceedings may also negatively impact their and our reputations, which could result in decreased customer demand and revenues. Any or all of these risks could adversely affect our business, financial condition and results of operations. These risks would be magnified where we lease multiple properties to a single third party under a master lease, as a failure or default under a master lease would expose us to these risks across multiple properties.
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, R&I buildings and facilities as well as 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.
Environmental, Economic and Market Risks
Increased construction and development in the markets in which our properties are located could adversely affect our future occupancy rates, operating margins and profitability.
The oversupply of healthcare real estate could adversely affect our business. In many jurisdictions, limited barriers to entry could lead to the development of new properties that outpaces demand across our various asset classes. If existing supply and development collectively 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 adversely affect our business, financial condition and results of operations.
General economic conditions and other events or occurrences that affect areas in which our properties are geographically concentrated may impact financial results.
We are exposed to general economic conditions, local, regional, national and international economic conditions and other events and occurrences that affect the markets in which we own properties. Our operating performance is impacted by the economic conditions of the specific markets in which we have concentrations of properties and could be adversely affected if conditions become less favorable in any such markets. For example, a shortage of skilled workers in a particular region, including nurses or other trained personnel, may force our third-party managers to enhance their pay and benefits package to compete effectively for such personnel, but such managers may not be able to offset these added costs by increasing the rates charged to residents, which may result in less revenue to our business.
A substantial portion of our value is derived from properties in California, New York, Texas, Pennsylvania and Illinois, and 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, changing demographics, 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, financial condition and results of operations.
To the extent that we or our tenants, borrowers and managers are unable to navigate successfully the trends impacting our or their businesses and the industries in which we or they operate, we may be adversely affected.
Our tenants, borrowers and managers include senior housing operators, hospitals, post-acute facilities and other healthcare systems, medical offices and life sciences and technology companies that are subject to a complex set of trends affecting their businesses and the industries in which they operate. If we or they are unable to successfully navigate such trends, our business, financial condition and results of operators could be adversely affected.
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There have been, and could be additional, advances or changes in technology, payment models, healthcare delivery models, regulation or consumer behavior or perception that could over time reduce demand for on-site activities provided at our properties. For example, the effects of shelter-in-place and stay-at-home orders, including remote work arrangements for an extended period of time, could broadly impact market demand for real estate and could cause long term structural changes in the marketplace. If our tenants and managers are not able to adapt to long-term changes in demand, their financial condition could be materially impacted, and our business could suffer. In addition, our tenants, borrowers and managers face an increasingly competitive labor market, which has been compounded by the COVID-19 pandemic. An inability to attract and retain trained personnel could negatively impact the ability of our tenants, borrowers and managers to meet their obligations to us. A shortage of care givers or other trained personnel, union activities, minimum wage laws, or general inflationary pressures on wages may force tenants, borrowers and managers to enhance pay and benefits packages to compete effectively for skilled personnel, or to use more expensive contract personnel, but they may be unable to offset these added costs by increasing the rates charged to residents.
Additionally, 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 tenants, specifically acute care hospitals and post-acute facilities. Telehealth and increased use of home healthcare may also reduce demand for activities at our properties. The U.S. Congress and certain state legislatures have introduced and passed a number of proposals and legislation designed to make major changes in the healthcare system, including changes that directly or indirectly affect reimbursement. Several of these laws, including the Affordable Care Act, have promoted shifting from traditional fee-for-service reimbursement models to alternative payment models that tie reimbursement to quality and cost of care, such as accountable care organizations and bundled payments. See “Government Regulation—United States Healthcare Regulation, Licensing and Enforcement” included in Part I, Item 1 of this Annual Report. These and other trends could significantly and adversely affect the profitability of these tenants, which could affect their ability to make rental payments to us or their willingness to renew their leases on terms that are as favorable to us, or at all.
The hospitals on or near the campuses where 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 and our other properties that serve the healthcare industry.
Our MOBs and other properties that serve the healthcare industry depend on the competitiveness and financial viability of the hospitals on or near the campuses where our properties are located and their ability to attract physicians and other healthcare-related clients to our properties. 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 the campus where one of our properties is located fails or becomes unable to meet its financial obligations, and if an affiliated health system is unable to support that hospital, that 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 properties, a hospital’s inability to remain competitive or financially viable, or to attract physicians and physician groups, could adversely affect our properties and our business, financial condition and results of operations.
Our life science, R&I tenants face unique levels of regulation, expense and uncertainty.
Our life science, R&I tenants develop and sell products and services in an industry that is characterized by rapid and significant changes, evolving industry standards and uncertainty over the implementation of new healthcare reform legislation, which may cause them to lose competitive positions and adversely affect their operation. These tenants, particularly those involved in developing and marketing pharmaceutical products, require significant outlays of funds for the research and development, clinical testing, manufacture and commercialization of their products and technologies, as well as to fund their obligations, including rent payments due to us, and our tenants’ ability to raise capital depends on the viability of their products and technologies, their financial and operating condition and outlook, and the overall financial, banking and economic environment. If private investors, the federal government, universities, public markets or other sources of funding are unavailable to support such development, including as a result of general economic conditions, adverse market conditions or government shutdowns that limit our tenants’ ability to raise capital, such as those resulting from the current COVID-19 pandemic, a tenant may not be able to pay rent on the terms agreed or at all, its business may fail and in certain cases, its lease may automatically terminate without any further obligation to pay us rent.
Additionally, 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
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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 such tenant’s entire business and its ability to pay rent. Our tenants depend on the commercial success of certain products, and they may be unable to manufacture their products successfully or economically; may be unable to adapt to the rapid technological advances in the industry and to adequately protect their intellectual property under patent, copyright or trade secret laws or may face expiration of patent protection; may be faced with later discovery of safety concerns; may face competition from new products; or may not receive acceptance of their products.
We cannot assure you that any of our life science, R&I tenants will be successful in their businesses. Any tenant that is unable to avoid, or sufficiently mitigate, the risks described above may have difficulty making rental payments or satisfying its other lease obligations to us or may have difficulty maintaining the value of our investment, which could materially adversely affect our business, financial condition and results of operations.
Merger, acquisition and investment activity in our industries resulting in a change of control of, or a competitor’s investment in, one or more of our tenants, borrowers or managers could adversely affect our business, financial condition and results of operations.
The seniors housing and healthcare industries have experienced and may continue to experience consolidation, including among owners of real estate, tenants and care providers. In connection with any change of control of a tenant, borrower or manager, such tenant’s, borrower’s or manager’s strategy, financial condition, management team or real estate needs may change, any of which could adversely affect our relationship with such party and our revenues and results of operations. In addition, a competitor’s investment in one of our tenants, borrowers or managers could enable our competitor to directly or indirectly influence that tenant’s, borrower’s or manager’s business and strategy in a manner that impairs our relationship with the tenant, borrower or manager or is otherwise adverse to our interests. Depending on our contractual agreements and the specific facts and circumstances, we may not have the right to consent to a competitor’s investment in, a change of control of, or other transactions impacting a tenant, borrower or manager.
Damage from catastrophic or extreme weather and other natural events and the physical effects of climate change could result in losses to the Company.
Certain of our properties are in areas particularly susceptible to revenue loss, cost increase or damage caused by catastrophic or extreme 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’, borrowers’ or managers’ property insurance coverage. Operationally, such events could cause a major power outage, leading to a disruption of our systems and operations. 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, 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 business, 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.
Our Capital Structure Risks
We may become more leveraged.
As of December 31, 2020, we had approximately $11.9 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
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implement our business strategy and make distributions to stockholders. A high level of indebtedness on an absolute basis or as a ratio to our cash flow could also have the following consequences:
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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;
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Potential impairment of our ability to obtain additional financing to execute on our business strategy; and
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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 highly dependent on access to the capital markets. Limitations on our ability to access capital could have an adverse effect on us, including 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 adversely affect our business. 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 operations and financial condition. If we cannot access capital at an acceptable cost or at all, we 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 regarding 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.
The COVID-19 pandemic has also caused, and is likely to continue to cause, severe economic, market and other disruptions worldwide. We cannot assure you that conditions in the bank lending, capital and other financial markets will not continue to deteriorate as a result of the pandemic, 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. The continuance of decreased revenue and NOI as a result of the COVID-19 pandemic could lead to downgrades of our long-term credit rating. Such future downgrades could increase our borrowing costs, which would make it more difficult or expensive to obtain additional financing or refinance existing obligations and commitments. In addition, the deterioration of global economic conditions as a result of the pandemic has decreased occupancy levels and pricing across our portfolio as senior residents and tenants reduce or defer their spending.
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.
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, senior 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
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currencies, to protect against foreign currency fluctuations, we cannot assure you that such fluctuations will not adversely affect our business, financial condition and results of operations.
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 business, financial condition and results of operations.
Changes in the method pursuant to which the LIBOR rates are determined and potential phasing out of LIBOR 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. 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.
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 adversely affect our business, financial condition and results of operations.
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Our Legal, Compliance and Regulatory Risks
Significant legal or regulatory proceedings could subject us or our tenants or 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 or our tenants or managers may be subject to lawsuits, investigations, claims and other legal or regulatory proceedings arising out of our alleged actions or the alleged actions of our tenants and managers. These claims may include, among other things, professional liability and general liability claims, commercial liability claims, unfair business practices claims and employment claims, as well as regulatory proceedings, including proceedings related to our senior living operations, where we are typically the holder of the applicable healthcare license.
In our operating assets, including those in our senior living operations and office segments, we are generally responsible for all liabilities of such properties, including any lawsuits, investigations, claims and other legal or regulatory proceedings, other than those arising out of certain actions by our managers, such as those caused by gross negligence or willful misconduct. As a result, we have exposure to, among other things, professional and general liability claims, employment law claims and the associated litigation and other costs related to defending and resolving such claims. In our senior living operations in particular, if one of our managers fails to comply with applicable law or regulation, we may be deemed responsible, which could subject us to the imposition of civil, criminal and administrative penalties, including: the loss or suspension of accreditation, licenses or CONs; suspension of or non-payment for new admissions; denial of reimbursement; fines; suspension, decertification, or exclusion from federal and state healthcare programs; or facility closure.
In certain circumstances, our tenants or managers may be contractually obligated to indemnify, defend and hold us harmless in whole or in part with respect to certain actions, legal or regulatory proceedings. In addition, third parties from whom we acquired certain of our assets and, in some cases, their affiliates may be 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 cannot assure you that these third parties will be able 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.
An unfavorable resolution of any such lawsuit, investigation, claims or other legal or regulatory proceeding could materially adversely affect our or our tenants’ or managers’ liquidity, financial condition and results of operations, and may not be subject to sufficient insurance coverage. In addition, even with a favorable resolution of any such litigation or proceeding, the effect of litigation and other potential litigation and proceedings may materially increase operating costs incurred by us or our tenants or managers. Negative publicity with respect to any lawsuits, claims or other legal or regulatory proceedings may also negatively impact their or our or the properties’ reputation.
The COVID-19 pandemic may cause our senior housing and healthcare business to face increased exposure to lawsuits or other legal or regulatory proceedings filed at the same time across multiple jurisdictions, such as professional or general liability litigation alleging wrongful death and negligence claims, some of which may result in large damage awards and not be indemnified or subject to sufficient insurance coverage, may require our support as a result of our indemnification agreements or may result in restrictions in the operations of our or our tenants’ or managers’ business.
We and our tenants, borrowers and managers may be adversely affected by regulation and enforcement.
We and our tenants, borrowers and managers are subject to or impacted by extensive and frequently changing federal, state, local and international laws and regulations. For example, the healthcare industry is subject to laws and regulations that relate to, among other things, licensure and CON, conduct of operations, ownership of facilities, construction of new facilities and addition of equipment, governmental reimbursement programs, such as Medicare and Medicaid, allowable costs, services, prices for services, qualified beneficiaries, appropriateness and classification of care, patient rights, resident health and safety, data privacy and security laws, wage and hour laws, fraud and abuse and financial and other arrangements that may be entered into by healthcare providers. We generally hold the applicable healthcare licenses and enroll in applicable government healthcare programs on behalf of the properties in our senior living operations segment, which subjects us to potential liability under certain of such related healthcare laws and regulations. See “Government Regulation—United States Healthcare Regulation, Licensing and Enforcement” included in Part I, Item 1 of this Annual Report. In addition, many of our R&I tenants
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are subject to laws and regulations that govern the research, development, clinical testing, manufacture and marketing of drugs, medical devices and similar products.
The laws and regulations that apply to us and our tenants, borrowers and managers are complex and may change rapidly, and efforts to comply and keep up with them require significant resources. Any changes in scope, interpretation or enforcement of the regulatory framework could require us or our tenants, borrowers or managers to invest significant resources responding to such changes. If we or our tenants, borrowers or managers fail to comply with the extensive laws, regulations and other requirements applicable to our or their businesses and the operation of our or their properties, we or they could face a number of remedial actions, including forced closure, loss of accreditation, bans on admissions of new patients or residents, imposition of fines, ineligibility to receive reimbursement from governmental and private third-party payor programs or civil or criminal penalties. In any such event, our and our tenants’, borrowers’ and managers’ respective businesses, results of operations (including results of properties) and financial condition could be adversely affected.
Our investments may expose us to unknown liabilities.
We may acquire or invest in properties or businesses that are subject to liabilities and without any recourse, or with only limited recourse, against the prior owners or other third parties with respect to unknown liabilities. As a result, if a liability were asserted against us based upon ownership of those properties, we might have to pay substantial sums to settle or contest it, which could adversely affect our results of operations and cash flow.
We may assume or incur liabilities, including, in some cases, contingent liabilities, and be exposed to actual or potential claims in connection with our acquisitions that adversely affect us, such as:
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Liabilities relating to the clean-up or remediation of environmental conditions;
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Unasserted claims of vendors or other persons dealing with the sellers;
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Liabilities, claims and litigation, including indemnification obligations, whether incurred in the ordinary course of business, relating to periods prior to or following our acquisition;
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Claims for indemnification by general partners, directors, officers and others indemnified by the sellers; and
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Liabilities for taxes relating to periods prior to our acquisition.
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.
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 tenants of our properties for contamination caused by them, such indemnification may not adequately cover all environmental costs. See “Government Regulation—Environmental Regulation” included in Part I, Item 1 of this Annual Report.
The occurrence of cyber incidents could disrupt our operations, result in the loss of confidential information or damage our business relationships and reputation.
Cybersecurity incidents and cyber-attacks have been occurring globally at a more frequent and severe level and will likely continue to increase in frequency in the future. 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’ or venture partners’ systems to disrupt operations, corrupt data or steal confidential information, and other electronic security breaches. While we,
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our managers and our business partners have implemented measures to help mitigate these threats, such measures cannot guarantee that we or they will be successful in preventing a cyber incident. Our information technology networks and related systems are essential to our ability to perform day-to-day operations of our business and the occurrence of a cyber incident could result in a data center outage, disrupting our systems and operations, or the operations of our managers or business partners, compromise the confidential information of our employees, partners or the residents in our senior housing communities, and damage our business relationships and reputation. Although we have implemented various measures to manage risks relating to these types of events, such systems could prove to be inadequate and, if compromised, could become inoperable for extended periods of time, cease to function properly or fail to adequately secure private information. We do not control the cybersecurity plans and systems put in place by third-party providers, and such third-party providers may have limited indemnification obligations to us, which could cause us to be negatively impacted as a result. Breaches such as those involving covertly introduced malware, impersonation of authorized users and industrial or other espionage may not be identified even with sophisticated prevention and detection systems, potentially resulting in further harm and preventing them from being addressed appropriately. The failure of these systems or of disaster recovery plans for any reason could cause significant interruptions in our operations and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information, material nonpublic information and intellectual property and trade secrets and other sensitive information in our possession. We could be required to make a significant investment to remedy the effects of any such failures, including but not limited to harm to our reputation, legal claims that we and our partners may be subjected to, regulatory or enforcement action arising out of applicable privacy and other laws, adverse publicity, or other events that may affect our business and financial performance.
The amount and scope of insurance coverage provided by our policies and policies maintained by our tenants, managers or other counterparties may not adequately insure against losses.
We maintain or require in our lease, management and other agreements that our tenants, managers or other counterparties maintain comprehensive insurance coverage on our properties and their operations with terms, conditions, limits and deductibles that we believe are customary for similarly situated companies in each industry. Although we frequently review our insurance programs and requirements, we cannot assure you that we or our tenants, managers or other counterparties, will be able to procure or maintain adequate levels of insurance. As a result of the COVID-19 pandemic, the cost of insurance is expected to increase, and such insurance may not cover certain claims related to COVID-19. We also cannot assure you that we or our tenants, managers or other counterparties will maintain the insurance coverage required under our lease, management and other agreements, 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 at all or that the policies maintained will fully cover all losses on our properties upon the occurrence of a catastrophic event. Furthermore, we cannot make any guaranty as to the future financial viability of the insurers that underwrite our policies and the policies maintained by our tenants, managers and other counterparties. 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 our operations.
In certain cases, we and our tenants and managers may be subject to professional liability, general liability, employment, premise, privacy, environmental, unfair business practice and contracts claims brought by plaintiffs’ attorneys seeking significant damages and attorneys’ fees, some of which may not be insured or indemnified and some of which may result in significant damage awards. Due to the historically high frequency and severity of professional liability claims against senior housing and healthcare providers, the availability of professional liability insurance has decreased and the premiums on such insurance coverage remain costly. In addition, insurance for other claims such as wage and hour, certain environmental, privacy and unfair business practices may no longer be available, and the premiums on such insurance coverage, to the extent it is available, remain costly. As a result, insurance protection against such claims may not be sufficient to cover all claims against us or our tenants or managers and may not be available at a reasonable cost or otherwise on terms that provide adequate coverage. If we or our tenants and managers are unable to maintain adequate insurance coverage or are required to pay damages, we or they may be exposed to substantial liabilities and the adverse impact on our or our tenants’ and managers’ respective financial condition, results of operations and cash flows could be material, and could adversely affect our tenants’ and managers’ ability to meet their obligations to us.
Additionally, we and those of our tenants and managers who self-insure or who transfer risk of losses to a wholly owned captive insurance company could incur large funded and unfunded property and liability expenses, which could materially adversely affect theirs or our liquidity, financial condition and results of operations.
Failure to maintain effective internal controls could harm our business, results of operations and financial condition
.
30
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, financial condition and results of operations could be adversely affected and we could fail to meet our reporting obligations.
Our REIT Status Risks
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.
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.
From time to time, we may not have sufficient cash or other liquid assets to satisfy the REIT distribution requirements. 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 “—Our Capital Structure Risks—We are highly dependent on access to the capital markets. Limitations on our ability to access capital could have an adverse effect on us, including our ability to make required payments on our debt obligations, make
31
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. 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 healthcare 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.
Complying with REIT requirements may cause us to forego otherwise attractive opportunities (including investing in our tenants) or liquidate otherwise attractive investments.
To qualify as a REIT for federal income tax purposes, we must continually satisfy tests concerning, among other things, the sources of our income, the nature and diversification of our assets, the amounts we distribute to our stockholders and the ownership of our common stock. In order to meet these tests, we may be required to forego investments we might otherwise make (including investments in our tenants) or to liquidate otherwise attractive investments. This limited investment scope could also lead to financial risks or limit our flexibility during times of operating instability.
The lease of qualified healthcare properties to a TRS is subject to special requirements.
We lease certain healthcare properties to TRSs, which lessees contract with third-party managers to manage the healthcare operations at these properties. The rents we receive from a TRS pursuant to this arrangement are treated as qualifying rents from real property if the healthcare property is a qualified healthcare property (as defined in the Code), the rents are paid pursuant to an arm’s-length lease with a TRS and the manager qualifies as an eligible independent contractor (as defined in the Code). We have structured the applicable leases and related arrangements in a manner intended to meet these requirements, but there can be no assurance that these conditions will be satisfied. If any of these conditions is not satisfied with respect to a particular lease, then the rents we receive with respect to such lease will not be qualifying rents, which could have an adverse effect on our ability to comply with REIT income tests and thus on our ability to qualify as a REIT unless we are able to avail ourselves of certain relief provisions.
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, unless certain safe harbor exceptions apply. 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, 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.
32
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. 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. 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 use federal taxable income as a starting point for computing state and local tax liabilities.
ITEM 1B.
Unresolved Staff Comments
None.
ITEM 2.
Properties
Senior Housing and Healthcare Properties
As of December 31, 2020, we owned or managed through unconsolidated real estate entities approximately 1,200 properties (including properties classified as held for sale), consisting of senior housing communities, medical office buildings (“MOBs”), life science, research and innovation centers, inpatient rehabilitation facilities (“IRFs”) and long-term acute care facilities (“LTACs”), and health systems. We had 13 properties under development, three of which 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, 2020, we had $2.2 billion aggregate principal amount of mortgage loan and secured revolving construction credit facility indebtedness outstanding, secured by 80 of our properties. Excluding the portion of such indebtedness attributable to our joint venture partners, our share of mortgage loan and secured revolving construction credit facility indebtedness outstanding was $2.0 billion.
The following table provides additional information regarding the geographic diversification of our consolidated portfolio of properties as of December 31, 2020 (excluding properties owned through investments in unconsolidated real estate entities and properties classified as held for sale).
33
Senior 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
5
324
—
—
4
469
—
—
—
—
—
—
Arkansas
4
302
—
—
1
5
—
—
—
—
—
—
Arizona
26
2,256
—
—
15
962
1
227
1
60
—
—
California
84
9,494
—
—
30
2,491
3
784
6
503
—
—
Colorado
15
1,257
1
82
13
896
—
—
1
68
—
—
Connecticut
13
1,587
—
—
—
—
2
1,032
—
—
—
—
District of Columbia
—
—
—
—
2
102
—
—
—
—
—
—
Florida
46
4,561
—
—
11
223
1
252
6
508
—
—
Georgia
19
1,695
—
—
14
1,187
—
—
—
—
—
—
Idaho
1
70
—
—
—
—
—
—
—
—
—
—
Illinois
25
2,955
1
82
35
1,424
1
129
4
430
—
—
Indiana
5
402
—
—
23
1,603
—
—
1
59
—
—
Kansas
8
515
—
—
—
—
—
—
—
—
—
—
Kentucky
9
805
—
—
3
120
—
—
1
384
—
—
Louisiana
1
58
—
—
5
362
—
—
—
—
—
—
Massachusetts
15
1,838
—
—
—
—
1
78
—
—
—
—
Maryland
5
352
—
—
2
83
5
467
—
—
—
—
Maine
6
452
—
—
—
—
—
—
—
—
—
—
Michigan
21
1,345
—
—
13
589
—
—
—
—
—
—
Minnesota
14
856
—
—
4
241
—
—
—
—
—
—
Missouri
2
154
—
—
21
1,168
5
818
1
60
—
—
Mississippi
—
—
—
—
1
51
—
—
—
—
—
—
Montana
3
222
—
—
—
—
—
—
—
—
—
—
North Carolina
22
1,666
—
—
17
831
10
1,712
1
124
—
—
North Dakota
2
115
—
—
1
114
—
—
—
—
—
—
Nebraska
1
133
—
—
—
—
—
—
—
—
—
—
New Hampshire
1
126
—
—
—
—
—
—
—
—
—
—
New Jersey
14
1,301
1
153
3
37
—
—
—
—
—
—
New Mexico
4
451
—
—
—
—
—
—
2
123
4
544
Nevada
3
326
—
—
5
416
—
—
1
52
—
—
New York
41
4,729
—
—
4
244
—
—
—
—
—
—
Ohio
24
1,664
—
—
28
1,226
—
—
1
50
—
—
Oklahoma
7
439
—
—
1
80
—
—
—
—
4
954
Oregon
23
2,109
—
—
1
105
—
—
—
—
—
—
Pennsylvania
31
2,326
4
620
9
713
5
953
1
52
—
—
Rhode Island
4
399
—
—
—
—
3
580
—
—
—
—
South Carolina
6
494
—
—
20
1,093
—
—
—
—
—
—
South Dakota
4
182
—
—
—
—
—
—
—
—
—
—
Tennessee
17
1,247
—
—
7
278
—
—
1
49
—
—
Texas
45
3,588
—
—
16
837
—
—
9
617
2
445
Utah
3
321
—
—
—
—
—
—
—
—
—
—
Virginia
8
655
—
—
5
231
3
453
—
—
—
—
Washington
19
1,909
5
469
10
579
—
—
—
—
—
—
Wisconsin
45
2,218
—
—
21
1,105
—
—
—
—
—
—
West Virginia
2
123
4
326
—
—
—
—
—
—
—
—
Wyoming
2
169
—
—
—
—
—
—
—
—
—
—
Total U.S.
655
58,190
16
1,732
345
19,860
40
7,487
37
3,139
10
1,943
Canada
74
13,943
—
—
—
—
—
—
—
—
—
—
United Kingdom
12
776
—
—
—
—
—
—
—
—
3
121
Total
741
72,909
16
1,732
345
19,860
40
7,487
37
3,139
13
2,064
(1)
Square Feet are in thousands. Totals may not foot due to rounding.
34
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 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.
35
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 18, 2021, there were 374.7 million shares of our common stock outstanding, held by approximately 3,802 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 2021.
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, 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 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 or, 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 directors and 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, 2020:
Number of Shares
Repurchased
(1)
Average Price
Per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased Under the Plans or Programs
October 1 through October 31
158
$
42.19
—
—
November 1 through November 30
138
46.52
—
—
December 1 through December 31
226
48.79
—
—
Total
522
$
46.19
—
—
(1)
Repurchases represent shares withheld to pay taxes on the vesting of restricted stock granted to employees under our 2006 Incentive Plan or 2012
36
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.
Stock Performance Graph
The following performance graph compares the cumulative total return (including dividends) to the holders of our common stock from December 31, 2015 through December 31, 2020, 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, 2015 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.
12/31/2015
12/31/2016
12/31/2017
12/31/2018
12/31/2019
12/31/2020
Ventas
$
100
$
116
$
117
$
121
$
125
$
113
NYSE Composite Index
$
100
$
112
$
133
$
122
$
153
$
164
Composite REIT Index
$
100
$
109
$
120
$
115
$
147
$
138
S&P 500 Index
$
100
$
112
$
136
$
130
$
171
$
203
37
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 and previous Annual Reports. 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 and our Consolidated Financial Statements and the notes thereto included in Part II, Item 8 of this Annual Report, as acquisitions, dispositions, changes in accounting policies and other items may impact the comparability of the financial data.
As of and For the Years Ended December 31,
2020
2019
2018
2017
2016
(Dollars in thousands, except per share data)
Operating Data
Rental income
$
1,494,892
$
1,609,876
$
1,513,807
$
1,593,598
$
1,476,176
Resident fees and services
2,197,160
2,151,533
2,069,477
1,843,232
1,847,306
Interest expense
469,541
451,662
442,497
448,196
419,740
Property-level operating expenses
1,937,443
1,808,208
1,689,880
1,483,072
1,434,762
General, administrative and professional fees
130,158
158,726
145,978
135,490
126,875
Income from continuing operations
441,185
439,297
415,991
1,361,222
652,412
Net income attributable to common stockholders
439,149
433,016
409,467
1,356,470
649,231
Per Share Data
Income from continuing operations:
Basic
$
1.18
$
1.20
$
1.17
$
3.83
$
1.89
Diluted
$
1.17
$
1.19
$
1.16
$
3.80
$
1.87
Net income attributable to common stockholders:
Basic
$
1.18
$
1.18
$
1.15
$
3.82
$
1.88
Diluted
$
1.17
$
1.17
$
1.14
$
3.78
$
1.86
Cash dividends declared per common share
$
2.143
$
3.170
$
3.163
$
3.115
$
2.965
Other Data
Net cash provided by operating activities
$
1,450,176
$
1,437,783
$
1,381,467
$
1,428,752
$
1,354,702
Net cash provided by (used in) investing activities
154,295
(1,585,299)
324,496
(937,107)
(1,214,280)
Net cash (used in) provided by financing activities
(1,300,021)
160,674
(1,761,937)
(671,327)
96,838
FFO attributable to common stockholders
(1)
1,269,255
1,436,049
1,308,149
1,512,885
1,440,544
Normalized FFO attributable to common stockholders
(1)
1,249,972
1,423,047
1,462,055
1,491,241
1,438,643
Balance Sheet Data
Real estate property, gross
$
28,427,700
$
28,826,816
$
26,476,938
$
26,260,553
$
25,380,524
Cash and cash equivalents
413,327
106,363
72,277
81,355
286,707
Total assets
23,929,404
24,692,208
22,584,555
23,954,541
23,166,600
Senior notes payable and other debt
11,895,412
12,158,773
10,733,699
11,276,062
11,127,326
(1)
We consider Funds From Operations attributable to common stockholders (“FFO”) and normalized FFO attributable to common stockholders 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.
38
FFO and normalized FFO presented in this Annual Report, 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 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 remeasurement 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 leases; (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 reaudit and re-review in 2014 of our historical financial statements and related matters; (h) net expenses or recoveries related to natural disasters; and (i) other incremental items set forth in the normalized FFO reconciliation included herein.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” included in Part II, Item 7 of this Annual Report 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 and our Risk Factors included in Part I, Item 1A of this Annual Report.
Business Summary and Overview of 2020
Ventas, Inc., an S&P 500 company, is a real estate investment trust (“REIT”) operating at the intersection of healthcare and real estate, with a highly diversified portfolio of senior housing; life science, research and innovation; and healthcare properties; which we generally refer to as “healthcare real estate,” located throughout the United States, Canada and the United Kingdom. As of December 31, 2020, we owned or managed through unconsolidated real estate entities approximately 1,200 properties (including properties classified as held for sale), consisting of senior housing communities, medical office buildings (“MOBs”), life science, research and innovation centers, inpatient rehabilitation facilities (“IRFs”) and long-term acute care facilities (“LTACs”), and health systems. Our company was originally founded in 1983 and is headquartered in Chicago, Illinois with an additional office in Louisville, Kentucky.
We primarily invest in a diversified portfolio of healthcare real estate assets through wholly owned subsidiaries and other co-investment entities. We operate through three reportable business segments: triple-net leased properties, senior living operations, which we also refer to as SHOP, 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. Our senior housing properties are either operated under triple-net leases in our triple-net leased properties segment or through independent third-party managers in our senior living operations segment.
39
We aim to enhance shareholder value by delivering consistent, superior total returns by (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 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.
COVID-19 Update
During fiscal 2020 and continuing into fiscal 2021, the COVID-19 pandemic has negatively affected our businesses in a number of ways and is expected to continue to do so.
Operating Results.
Our senior living operations segment, which we also refer to as SHOP, was significantly impacted by the COVID-19 pandemic. Occupancy decreased over the course of 2020, while operating expenses increased as our senior living communities responded to the pandemic, resulting in a significant decline in NOI compared to 2019. Our NNN senior housing tenants’ performance was similarly affected by COVID-19. During the course of 2020, we modified certain NNN senior housing leases to reset rent and provided other modest financial accommodations to certain NNN senior housing tenants who needed it as a result of COVID-19. We also wrote-off previously accrued straight-line rental income related to NNN senior housing tenants due to COVID-19.
However, we benefited from our ongoing strategy of diversification, with our office and NNN healthcare businesses demonstrating resilience in the face of the pandemic. The Company’s NNN healthcare tenants benefited from significant government financial support that was deployed early and has partially offset the direct financial impact of the pandemic. Our office operations segment, which primarily serves MOB and research and innovation tenants that were less impacted by the pandemic, delivered steady performance throughout the year.
Provider Relief Grants.
In the third and fourth quarter of 2020, we applied for grants under Phase 2 and Phase 3 of the Provider Relief Fund administered by the U.S. Department of Health & Human Services (“HHS”) on behalf of the assisted living communities in our senior living operations segment to partially mitigate losses attributable to COVID-19. These grants are intended to reimburse eligible providers for expenses incurred to prevent, prepare for and respond to COVID-19 and lost revenues attributable to COVID-19. Recipients are not required to repay distributions from the Provider Relief Fund, provided that they attest to and comply with certain terms and conditions. See “Government Regulation—Governmental Response to the COVID-19 Pandemic” in Part I, Item 1 of this Annual Report.
During the fourth quarter of 2020, we received $34.3 million and $0.8 million in grants in connection with our Phase 2 and Phase 3 applications, respectively, and recognized these grants within property-level operating expenses in our Consolidated Statements of Income. Subsequent to December 31, 2020, we received $13.6 million in grants in connection with our Phase 3 applications, which we expect to recognize in 2021. While we have received all amounts under our Phase 2 applications and have begun to receive amounts under our Phase 3 applications, there can be no assurance that our remaining applications will be approved or that additional funds will ultimately be received. Any grants that are ultimately received and retained by us are not expected to fully offset the losses incurred in our senior living operating portfolio that are attributable to COVID-19. Further, although we continue to monitor and evaluate the terms and conditions associated with the Provider Relief Fund distributions, we cannot assure you that we will be in compliance with all requirements related to the payments received under the Provider Relief Fund.
Capital Conservation Actions.
In response to the COVID-19 pandemic, we took precautionary steps to increase liquidity and preserve financial flexibility in light of the resulting uncertainty.
See “—Liquidity and Capital Resources; Recent Capital Conservation Actions.” As of February 16, 2021, we had approximately $3.0 billion in liquidity, including availability under our revolving credit facility and cash and cash equivalents on hand, with no borrowings outstanding under our commercial paper program and negligible near-term debt maturing.
Continuing Impact.
The trajectory and future impact of the COVID-19 pandemic remains highly uncertain. The extent of the pandemic’s continuing and ultimate effect on our operational and financial performance will depend on a variety of factors, including the speed at which available vaccines can be successfully deployed; the rate of acceptance of available vaccines, particularly among the residents and staff in our senior housing communities; the impact of new variants of the virus
40
and the effectiveness of available vaccines against those variants; ongoing clinical experience, which may differ considerably across regions and fluctuate over time; and on other future developments, including the ultimate duration, spread and intensity of the outbreak, the availability of testing, the extent to which governments impose, roll-back or re-impose preventative restrictions and the availability of ongoing government financial support to our business, tenants and operators. Due to these uncertainties, we are not able at this time to estimate the ultimate impact of the COVID-19 pandemic on our business, results of operations, financial condition and cash flows.
See “Note 1 - Description of Business - COVID-19 Update” for a description of charges recognized during the year ended December 31, 2020 as a result of the COVID-19 pandemic.
Select 2020 and Early 2021 Highlights
COVID-19 Response
•
Since the start of the COVID-19 pandemic, in addition to actions described under “COVID-19 Update” above, we have consistently prioritized the health and safety of employees, residents, tenants and managers, serving as an important resource for information and best practices and leading our industry in testing, including through an early arrangement with Mayo Clinic Laboratories.
•
We executed on a multi-pronged capital conservation strategy to mitigate the impact of COVID-19, including reducing our planned capital expenditures, reducing capital commitments, establishing a quarterly dividend of $0.45 per share beginning in the second quarter and adjusting the Company’s corporate cost structure.
Ventas Investment Management
•
We established a third party capital platform, Ventas Investment Management (“VIM”), bringing together our third party capital ventures under one umbrella, including the Ventas Life Science and Healthcare Real Estate Fund, L.P. (the “Ventas Fund”) and our research and innovation (“R&I”) development joint venture with GIC (the “R&I Development JV”) described below. As of December 31, 2020, VIM had over $3 billion in assets under management.
•
In March 2020, we formed the Ventas Fund, a perpetual life investment vehicle focused on investments in research and innovation centers, medical office buildings and senior housing communities in North America. We are the sponsor and general partner of the Ventas Fund. To seed the Ventas Fund, we contributed six stabilized research and innovation and medical office properties and received cash consideration of $620 million and a 21% interest in the Ventas Fund. In October 2020, the Ventas Fund acquired a portfolio of three life science properties in the South San Francisco life science cluster for $1.0 billion.
•
In October 2020, we formed the R&I Development JV with GIC. To seed the R&I Development JV, we contributed our controlling interest in four in-progress university-based research and innovation development projects whose total expected cost approximates $930 million.
Investments and Dispositions
•
During the year ended December 31, 2020, we acquired 10 properties for an aggregate consideration of $249.5 million.
•
During the year ended December 31, 2020, we recognized $262.2 million of gains on sale of real estate including 2020, including $225.1 million for the sale of six properties to the Ventas Fund, $13.7 million for the sale of four in-progress development projects to the R&I Development JV and and $23.4 million for the sale of 31 other properties.
•
During the year ended December 31, 2020, we received aggregate proceeds of $106.1 million for the full repayment of the principal balances of various loans receivable with a weighted average interest rate of 8.3% that were due to mature between 2020 and 2025, resulting in total gains of $1.4 million.
41
Liquidity and Capital
•
As of December 31, 2020, we had approximately $3.3 billion in liquidity, including availability under our revolving credit facility and cash and cash equivalents on hand, with no borrowings outstanding under our commercial paper program and negligible near-term debt maturing.
•
In April 2020, we raised $500.0 million through the issuance of 4.75% senior notes due 2030.
•
In October 2020,we reduced near-term debt maturities by retiring $236.3 million aggregate principal amount then outstanding of our 3.25% senior notes due 2022 at 104.14% of par value, plus accrued and unpaid interest to the payment date.
•
During 2020, we sold an aggregate of 1.5 million shares of common stock under our “at-the-market” equity offering program for average gross proceeds of $44.88 per share.
•
In January 2021, we entered into an amended and restated unsecured credit facility (the “New Credit Facility”) comprised of a $2.75 billion unsecured revolving credit facility initially priced at LIBOR plus 82.5 basis points.
•
In February 2021, in order to reduce near-term maturities, we issued a make whole redemption for the entirety of the $400 million outstanding aggregate principal amount of 3.10% senior notes due January 2023. The redemption is expected to settle in March 2021, principally using cash on hand.
Portfolio
•
In July 2020, we entered into a revised master lease agreement (the “Brookdale Lease”) and certain other agreements (together with the Brookdale Lease, the “Agreements”) with Brookdale Senior Living.
•
In April 2020, we completed a transaction with affiliates of Holiday Retirement (with its affiliates, collectively, “Holiday”), including entry into a new, terminable management agreement for our 26 independent living assets that were previously subject to a triple-net lease (the “Holiday Lease”) with Holiday.
Environmental, Social and Governance
•
During 2020, we continued our leadership in ESG, receiving numerous accolades, including the 2020 Nareit Health Care “Leader in the Light” award for a fourth consecutive year, the 2020 Bloomberg Gender-Equality Index for the second consecutive year, the 2020 Dow Jones Sustainability World Index for the second consecutive year and maintaining our industry-leading position in GRESB.
Critical Accounting Policies and Estimates
Our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report 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 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.
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Principles of Consolidation
The Consolidated Financial Statements included in Part II, Item 8 of this Annual Report 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 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 over the shortened lease term.
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
43
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 such as replacement cost or comparable transactions. 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 under the lease, we record 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 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.
44
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.
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Results of Operations
As of December 31, 2020, 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 senior 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 senior 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. In addition to the information presented below, see “Note 19 – Segment Information” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report for further information regarding our business segments and a discussion of our definition of segment NOI. See “Non-GAAP Financial Measures” included elsewhere in this Annual Report for additional disclosure and reconciliations of net income attributable to common stockholders, as computed in accordance with GAAP, to NOI.
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Years Ended December 31, 2020 and 2019
The table below shows our results of operations for the years ended December 31, 2020 and 2019 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,
(Decrease) Increase to Net Income
2020
2019
$
%
(Dollars in thousands)
Segment NOI:
Triple-net leased properties
$
673,105
$
754,337
$
(81,232)
(10.8
%)
Senior living operations
538,489
630,135
(91,646)
(14.5)
Office operations
549,375
574,157
(24,782)
(4.3)
All other
87,021
92,610
(5,589)
(6.0)
Total segment NOI
1,847,990
2,051,239
(203,249)
(9.9)
Interest and other income
7,609
10,984
(3,375)
(30.7)
Interest expense
(469,541)
(451,662)
(17,879)
(4.0)
Depreciation and amortization
(1,109,763)
(1,045,620)
(64,143)
(6.1)
General, administrative and professional fees
(130,158)
(158,726)
28,568
18.0
Loss on extinguishment of debt, net
(10,791)
(41,900)
31,109
74.2
Merger-related expenses and deal costs
(29,812)
(15,235)
(14,577)
(95.7)
Allowance on loans receivable and investments
(24,238)
—
(24,238)
nm
Other
(707)
10,339
(11,046)
nm
Income before unconsolidated entities, real estate dispositions, income taxes, discontinued operations and noncontrolling interests
80,589
359,419
(278,830)
(77.6)
Income (loss) from unconsolidated entities
1,844
(2,454)
4,298
nm
Gain on real estate dispositions
262,218
26,022
236,196
nm
Income tax benefit
96,534
56,310
40,224
71.4
Income from continuing operations
441,185
439,297
1,888
0.4
Discontinued operations
—
—
—
nm
Net income
441,185
439,297
1,888
0.4
Net income attributable to noncontrolling interests
2,036
6,281
4,245
67.6
Net income attributable to common stockholders
$
439,149
$
433,016
6,133
1.4
nm—not meaningful
Segment NOI—Triple-Net Leased Properties
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, 2020, but excluding assets whose operations were classified as discontinued operations:
For the Years Ended
December 31,
(Decrease) Increase to Segment NOI
2020
2019
$
%
(Dollars in thousands)
Segment NOI—Triple-Net Leased Properties:
Rental income
$
695,265
$
780,898
$
(85,633)
(11.0
%)
Less: Property-level operating expenses
(22,160)
(26,561)
4,401
16.6
Segment NOI
$
673,105
$
754,337
(81,232)
(10.8)
nm—not meaningful
47
In our triple-net leased properties reportable business segment, our revenues generally consist of fixed rental amounts (subject to contractual escalations) received from our tenants in accordance with the applicable lease terms. We 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.
The Triple-net leased properties segment NOI decrease in 2020 over the prior year is attributable primarily to the transition of 26 independent living assets at the start of the second quarter 2020 operated by Holiday from our triple-net portfolio to our senior housing operating portfolio, lower rental income from the Brookdale lease modification at the start of the third quarter of 2020, and the COVID-19 related write-off of previously accrued straight-line rental income during 2020 of $67.6 million (non-Holiday assets), partially offset by the $50.2 million impact of terminating the Holiday Lease. We will continue to try to collect rent on a contractual basis for the tenants where straight-line rent has been written off, but we have determined that collectability is not probable due to COVID-19.
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, 2020 and measured over the trailing 12 months ended September 30, 2020 (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, 2019 and measured over the 12 months ended September 30, 2019. The table excludes non-stabilized properties, properties owned through investments in unconsolidated real estate 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.
Number of Properties at December 31, 2020
Average Occupancy for the Trailing 12 Months Ended September 30, 2020
Number of Properties at December 31, 2019
Average Occupancy for the Trailing 12 Months Ended September 30, 2019
Senior housing communities
290
82.1
%
326
86.0
%
Skilled nursing facilities (“SNFs”)
16
82.9
16
87.3
IRFs and LTACs
35
55.7
36
53.6
Declines in occupancy are primarily the result of COVID-19 impacts to senior housing and SNF operations.
The following table compares results of operations for our 359 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 for each of our reportable business segments.
For the Years Ended
December 31,
(Decrease) Increase to Segment NOI
2020
2019
$
%
(Dollars in thousands)
Same-Store Segment NOI—Triple-Net Leased Properties:
Rental income
$
601,195
$
669,510
$
(68,315)
(10.2
%)
Less: Property-level operating expenses
(19,166)
(19,198)
32
0.2
Segment NOI
$
582,029
$
650,312
(68,283)
(10.5)
nm—not meaningful
The decrease in our same-store triple-net leased properties rental income in 2020 over the prior year is attributable primarily to the COVID-19 related write-off of previously accrued straight-line rental income of $67.6 million during 2020 and lower rental income from the Brookdale lease modification at the start of the third quarter of 2020, partially offset by rent increases due to contractual escalations pursuant to the terms of our leases. We will continue to try to collect rent on a contractual basis for the tenants where straight-line rent has been written off, but we have determined that collectability is not probable due to COVID-19.
48
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, 2020.
For the Years Ended
December 31,
Increase (Decrease) to Segment NOI
2020
2019
$
%
(Dollars in thousands)
Segment NOI—Senior Living Operations:
Resident fees and services
$
2,197,160
$
2,151,533
$
45,627
2.1
%
Less: Property-level operating expenses
(1,658,671)
(1,521,398)
(137,273)
(9.0)
Segment NOI
$
538,489
$
630,135
(91,646)
(14.5)
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,
2020
2019
2020
2019
2020
2019
Total communities
432
401
81.7
%
86.6
%
$
4,766
$
5,451
Resident fees and services include all amounts earned from residents at our senior housing communities, such as rental fees related to resident leases, extended healthcare 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 decrease in our senior living operations segment NOI in 2020 over the prior year is primarily attributable to lower occupancy resulting from the COVID-19 pandemic. In addition, NOI has been negatively impacted by increased operating costs as a result of the COVID-19 pandemic, which is partially offset by the receipt of $35.1 million in grants during the fourth quarter 2020 from HHS under the Provider Relief Fund. We also had more properties in this segment because of the transition of 26 independent living assets at the start of the second quarter 2020 operated by Holiday from our triple-net portfolio to our senior housing operating portfolio and the third quarter 2019 acquisition of 34 Canadian senior housing communities via an equity partnership with Le Groupe Maurice, which contributed to NOI.
The following table compares results of operations for our 335 same-store senior living operating communities.
For the Years Ended
December 31,
(Decrease) Increase to Segment NOI
2020
2019
$
%
(Dollars in thousands)
Same-Store Segment NOI—Senior Living Operations:
Resident fees and services
$
1,796,135
$
1,967,402
$
(171,267)
(8.7
%)
Less: Property-level operating expenses
(1,385,316)
(1,376,587)
(8,729)
(0.6)
Segment NOI
$
410,819
$
590,815
(179,996)
(30.5)
nm—not meaningful
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,
2020
2019
2020
2019
2020
2019
Same-store communities
335
335
79.6
%
86.9
%
$
5,765
$
5,790
49
The decrease in our same-store senior living operations segment NOI is primarily attributable to lower occupancy resulting from the COVID-19 pandemic. In addition, NOI has been negatively impacted by increased operating costs as a result of the COVID-19 pandemic, which is partially offset by the receipt of $31.9 million in grants from HHS under the Provider Relief Fund.
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, 2020.
For the Years Ended
December 31,
(Decrease) Increase to Segment NOI
2020
2019
$
%
(Dollars in thousands)
Segment NOI—Office Operations:
Rental income
$
799,627
$
828,978
$
(29,351)
(3.5
%)
Office building services revenue
8,675
7,747
928
12.0
Total revenues
808,302
836,725
(28,423)
(3.4)
Less:
Property-level operating expenses
(256,612)
(260,249)
3,637
1.4
Office building services costs
(2,315)
(2,319)
4
0.2
Segment NOI
$
549,375
$
574,157
(24,782)
(4.3)
Number of
Properties at
December 31,
Occupancy at
December 31,
Annualized Average Rent Per Occupied Square Foot for the Years Ended December 31,
2020
2019
2020
2019
2020
2019
Total office buildings
374
382
89.7
%
90.3
%
$
34
$
34
The decrease in our office operations segment NOI in 2020 over the prior year is attributable to assets sold to the Ventas Fund in the first quarter of 2020, lease termination fees received in 2019, and COVID-19 impacts including the write-off of previously accrued straight-line rental income during 2020 and reduced parking revenues. These reduction in NOI were partially offset by active leasing at recently developed and redeveloped properties, improved tenant retention, contractual rent escalators, acquisitions and business interruption insurance proceeds.
The following table compares results of operations for our 355 same-store office buildings.
For the Years Ended
December 31,
Increase (Decrease) to Segment NOI
2020
2019
$
%
(Dollars in thousands)
Same-Store Segment NOI—Office Operations:
Rental income
$
743,563
$
733,482
$
10,081
1.4
%
Less: Property-level operating expenses
(235,789)
(231,946)
(3,843)
(1.7)
Segment NOI
$
507,774
$
501,536
6,238
1.2
Number of
Properties at
December 31,
Occupancy at
December 31,
Annualized Average Rent Per Occupied Square Foot for the Years Ended December 31,
2020
2019
2020
2019
2020
2019
Same-store office buildings
355
355
91.3
%
92.2
%
$
34
$
33
The increase in our same-store office operations segment NOI in 2020 over the prior year is attributable primarily to successful leasing, enhanced tenant retention, continued strong collections through the COVID-19 pandemic and contractual rent escalations.
50
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 $5.6 million decrease in all other segment NOI in 2020 over the prior year is primarily due to reduced interest income from our loans receivable investments from lower LIBOR-based interest rates, repayments of loans outstanding net of new issuances, partially offset by increased management fee revenues from investments in unconsolidated real estate entities. See “Note 6 – Loans Receivable and Investments” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report.
Interest and Other Income
The $3.4 million decrease in interest and other income in 2020 over the prior year is primarily due to 2019 income from the exercise of warrants related to our research and innovation properties, partially offset by a 2020 reduction of a liability related to an acquisition and interest income on short-term investments.
Interest Expense
The $17.9 million increase in total interest expense in 2020 over the prior year is primarily attributable to an increase of $53.0 million due to higher debt balances, partially offset by a decrease of $35.5 million due to a lower effective interest rate. Our weighted average effective interest rate was 3.5% for 2020, compared to 3.8% for 2019. Capitalized interest for 2020 and 2019 was $9.6 million and $9.0 million, respectively.
Depreciation and Amortization
Depreciation and amortization expense increased during 2020 compared to 2019, primarily due to an increase in real estate impairments during 2020 and asset acquisitions, including the 2019 acquisition of senior housing communities operated by LGM. This is partially offset by the impact of dispositions during 2020. See “Note 1 – Description of Business - COVID-19 Update” for information regarding 2020 real estate impairment charges.
General, Administrative and Professional Fees
The $28.6 million decrease in general, administrative and professional fees in 2020 over the prior year is primarily a result of the capital conservation actions taken during 2020, including the June 2020 elimination of approximately 25% of corporate positions and a reduction in executives’ salaries for the second half of 2020. See “2020 Capital Conservation Actions” for information regarding these measures.
Loss on Extinguishment of Debt, Net
The loss on extinguishment of debt, net in 2020 is due primarily to the notice of redemption of $236.3 million of our 3.25% senior notes due 2022. 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. See “—Liquidity and Capital Resources”.
Merger-Related Expenses and Deal Costs
The $14.6 million increase in merger-related expenses and deal costs in 2020 over the prior year is due primarily to costs incurred as a result of the Brookdale transaction and 2020 expenses related to severance and operator transitions.
Allowance on Loans Receivable and Investments
The allowance on loans receivable and investments in 2020 is due to credit losses on certain of our non-mortgage loans receivable and government-sponsored pooled loan investments, less recoveries received during the year. See “Note 1 – Description of Business - COVID-19 Update” for more information regarding these allowances.
51
Other
The $11.0 million change in other from income in 2019 to an expense in 2020 is primarily due to insurance recoveries received in 2019 and increased corporate-level insurance costs in 2020, partially offset by the change in fair value of stock warrants received in connection with the Brookdale transaction.
Income (Loss) from Unconsolidated Entities
The $4.3 million increase in income (loss) from unconsolidated entities for 2020 over 2019 is primarily due to our share of financial results from our unconsolidated entities in 2020, offset by an impairment of our investment in an unconsolidated operating entity in 2020. See “Note 1 – Description of Business - COVID-19 Update” for information regarding 2020 impairment charges.
Gain on Real Estate Dispositions
The $236.2 million increase in gain on real estate dispositions for 2020 over 2019 is due primarily to our contribution of six properties to the Ventas Fund in 2020.
Income Tax Benefit
The $40.2 million increase in income tax benefit related to continuing operations for 2020 over 2019 is primarily due to a $152.9 million deferred tax benefit related to the internal restructuring of certain U.S. taxable REIT subsidiaries completed within the first quarter of 2020, partially offset by changes in the valuation allowance against deferred tax assets of certain of our TRS entities. The restructuring benefit resulted from the transfer of assets subject to certain deferred tax liabilities from taxable REIT subsidiaries to the entities other than the TRS entities in this tax-free transaction.
Years Ended December 31, 2019 and 2018
Our Annual Report for the year ended December 31, 2019, filed with the SEC on February 24, 2020, contains information regarding 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.
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 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.
52
Funds From Operations and Normalized Funds From Operations Attributable to Common Stockholders
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 attributable to common stockholders (“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 remeasurement 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 entities. Adjustments for unconsolidated partnerships and entities 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 leases; (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 reaudit and re-review in 2014 of our historical financial statements and related matters; (h) net expenses or recoveries related to natural disasters; and (i) any other incremental items set forth in the normalized FFO reconciliation included herein.
The following table summarizes our FFO and normalized FFO for each of the five years ended December 31, 2020. The decrease in normalized FFO for the year ended December 31, 2020 over the prior year is due to the impact of COVID-19 on our senior housing business and increases in interest expense from incremental borrowings arising as a consequence of the impact of COVID-19, partially offset by the positive impact of our third quarter 2019 acquisition of an interest in 34 Canadian senior housing communities via an equity partnership with Le Groupe Maurice.
53
For the Years Ended December 31,
2020
2019
2018
2017
2016
(In thousands)
Net income attributable to common stockholders
$
439,149
$
433,016
$
409,467
$
1,356,470
$
649,231
Adjustments:
Real estate depreciation and amortization
1,104,114
1,039,550
913,537
881,088
891,985
Real estate depreciation related to noncontrolling interests
(16,767)
(9,762)
(6,926)
(7,565)
(7,785)
Real estate depreciation related to unconsolidated entities
4,986
187
1,977
4,231
5,754
Gain on real estate dispositions related to unconsolidated entities
—
(1,263)
(875)
(1,057)
(439)
Gain on re-measurement of equity interest upon acquisition, net
—
—
—
(3,027)
—
Impairment on equity method investment
—
—
35,708
—
—
(Loss) gain on real estate dispositions related to noncontrolling interests
(9)
343
1,508
18
—
Gain on real estate dispositions
(262,218)
(26,022)
(46,247)
(717,273)
(98,203)
Discontinued operations:
Loss on real estate dispositions
—
—
—
—
1
FFO attributable to common stockholders
1,269,255
1,436,049
1,308,149
1,512,885
1,440,544
Adjustments:
Change in fair value of financial instruments
(21,928)
(78)
(18)
(41)
62
Non-cash income tax benefit
(98,114)
(58,918)
(18,427)
(22,387)
(34,227)
Effect of the 2017 Tax Act
—
—
(24,618)
(36,539)
—
Loss on extinguishment of debt, net
10,791
41,900
63,073
839
2,779
Gain on non-real estate dispositions related to unconsolidated entities
(597)
(18)
(2)
(39)
(557)
Merger-related expenses, deal costs and re-audit costs
34,690
18,208
38,145
14,823
28,290
Amortization of other intangibles
472
484
759
1,458
1,752
Other items related to unconsolidated entities
(614)
3,291
5,035
3,188
—
Non-cash impact of changes to equity plan
(452)
7,812
4,830
5,453
—
Non-cash charges related to lease terminations
—
—
21,299
—
—
Natural disaster expenses (recoveries), net
1,247
(25,683)
63,830
11,601
—
Impact of Holiday lease termination
(50,184)
—
—
—
—
Write-off of straight-line rental income, net of noncontrolling interests
70,863
—
—
—
—
Allowance on loan investments and impairment of unconsolidated entities, net of noncontrolling interests
34,543
—
—
—
—
Normalized FFO attributable to common stockholders
$
1,249,972
$
1,423,047
$
1,462,055
$
1,491,241
$
1,438,643
54
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 before interest, taxes, depreciation and amortization (including non-cash stock-based compensation expense, asset impairment and valuation allowances), excluding gains or losses on extinguishment of debt, our partners’ share of EBITDA of consolidated entities, merger-related expenses and deal costs, expenses related to the reaudit and re-review in 2014 of our historical financial statements, net gains or losses on real estate activity, gains or losses on remeasurement 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 leases, and including Ventas’ 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,
2020
2019
2018
(In thousands)
Net income attributable to common stockholders
$
439,149
$
433,016
$
409,467
Adjustments:
Interest
469,541
451,662
442,497
Loss on extinguishment of debt, net
10,791
41,900
58,254
Taxes (including amounts in general, administrative and professional fees)
(91,389)
(52,677)
(37,230)
Depreciation and amortization
1,109,763
1,045,620
919,639
Non-cash stock-based compensation expense
21,487
33,923
29,963
Merger-related expenses, deal costs and re-audit costs
29,811
15,246
33,608
Net income attributable to noncontrolling interests, adjusted for partners’ share of consolidated entity EBITDA
(24,381)
(16,396)
(10,420)
Loss from unconsolidated entities, adjusted for Ventas share of EBITDA from unconsolidated entities
59,631
32,462
86,278
Gain on real estate dispositions
(262,218)
(26,022)
(46,247)
Unrealized foreign currency (gains) losses
(439)
(1,061)
138
Changes in fair value of financial instruments
(21,928)
(104)
(54)
Non-cash charges related to lease terminations
—
—
21,299
Natural disaster expenses (recoveries), net
1,203
(25,981)
54,684
Write-off of straight-line rental income from Holiday lease termination
49,611
—
—
Write-off of straight-line rental income, net of noncontrolling interests
70,863
—
—
Allowance on loan investments and impairment of unconsolidated entities, net of noncontrolling interests
23,879
—
—
—
Adjusted EBITDA
$
1,885,374
$
1,931,588
$
1,961,876
NOI
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,
55
property-level operating expenses and office building services costs. Cash receipts may differ due to straight-line recognition 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:
For the Years Ended December 31,
2020
2019
2018
(In thousands)
Net income attributable to common stockholders
$
439,149
$
433,016
$
409,467
Adjustments:
Interest and other income
(7,609)
(10,984)
(24,892)
Interest expense
469,541
451,662
442,497
Depreciation and amortization
1,109,763
1,045,620
919,639
General, administrative and professional fees
130,158
158,726
145,978
Loss on extinguishment of debt, net
10,791
41,900
58,254
Merger-related expenses and deal costs
29,812
15,235
30,547
Allowance on loan receivable and investments
24,238
—
—
Discontinued operations
—
—
10
Other
707
(10,339)
72,772
Net income attributable to noncontrolling interests
2,036
6,281
6,514
(Income) loss from unconsolidated entities
(1,844)
2,454
55,034
Income tax benefit
(96,534)
(56,310)
(39,953)
Gain on real estate dispositions
(262,218)
(26,022)
(46,247)
NOI
$
1,847,990
$
2,051,239
$
2,029,620
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.
Newly acquired or recently developed or redeveloped properties in our senior living operations segment will be included in same-store once they are stabilized for the full period in both periods presented. These properties are considered stabilized upon the earlier of (a) the achievement of 80% sustained occupancy or (b) 24 months from the date of acquisition or substantial completion of work. Recently developed or redeveloped properties in our office operations and triple-net leased properties segments will be included in same-store once substantial completion of work has occurred for the full period in both periods presented. Our senior living operations and triple-net leased properties that have undergone operator or business model transitions will be included in same-store once operating under consistent operating structures for the full period in both periods presented.
Properties are excluded from same-store if they are: (i) sold, classified as held for sale or properties whose operations were classified as discontinued operations in accordance with GAAP; (ii) impacted by materially disruptive events such as flood or fire; (iii) those properties that are currently undergoing a materially disruptive redevelopment; (iv) for our office operations, 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, or maintain a market-competitive position and/or achieve property stabilization; or (v) for the senior living operations and triple-net leased segments, those properties that are scheduled to undergo operator or business model transitions, or have transitioned operators or business models after the start of the prior comparison period.
To eliminate the impact of exchange rate movements, all portfolio performance-based disclosures 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.
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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, our secured construction revolver 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.
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The table below sets forth certain information with respect to our debt, excluding premiums and discounts.
As of December 31,
2020
2019
2018
(Dollars in thousands)
Balance:
Fixed rate:
Senior notes
$
8,869,036
$
8,584,056
$
7,945,598
Unsecured term loans
200,000
200,000
400,000
Secured revolving construction credit facility
—
160,492
—
Mortgage loans and other
1,389,227
1,325,854
698,136
Variable rate:
Senior notes
235,664
231,018
—
Unsecured revolving credit facility
39,395
120,787
765,919
Unsecured term loans
392,773
385,030
500,000
Commercial paper notes
—
567,450
—
Secured revolving construction credit facility
154,098
—
90,488
Mortgage loans and other
702,878
671,115
429,561
Total
$
11,983,071
$
12,245,802
$
10,829,702
Percent of total debt:
Fixed rate:
Senior notes
73.9
%
70.1
%
73.4
%
Unsecured term loans
1.7
1.6
3.7
Secured revolving construction credit facility
—
1.3
—
Mortgage loans and other
11.6
10.8
6.4
Variable rate:
Senior notes
2.0
1.9
—
Unsecured revolving credit facility
0.3
1.0
7.1
Unsecured term loans
3.3
3.1
4.6
Commercial paper notes
—
4.7
—
Secured revolving construction credit facility
1.3
—
0.8
Mortgage loans and other
5.9
5.5
4.0
Total
100.0
%
100.0
%
100.0
%
Weighted average interest rate at end of period:
Fixed rate:
Senior notes
3.7
%
3.7
%
3.8
%
Unsecured term loans
3.6
2.0
2.8
Secured revolving construction credit facility
—
4.5
—
Mortgage loans and other
3.5
3.7
4.4
Variable rate:
Senior notes
1.0
2.5
—
Unsecured revolving credit facility
1.0
2.4
3.2
Unsecured term loans
1.4
2.9
3.3
Commercial paper notes
—
2.0
—
Secured revolving construction credit facility
1.9
—
4.1
Mortgage loans and other
1.9
3.4
3.4
Total
3.4
3.5
3.7
The variable rate debt in the table above reflects, in part, the effect of $146.7 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
58
rate debt. In addition, the fixed rate debt in the table above reflects, in part, the effect of $305.9 million and C$145.7 million notional amount of interest rate swaps with maturities ranging from January 2023 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.
The decrease in our outstanding variable rate debt at December 31, 2020 compared to December 31, 2019 is primarily attributable to reduced borrowings on our revolving credit facility and commercial paper program, partially offset by the change in presentation of the secured revolving construction credit facility to variable rate debt. The secured revolving construction credit facility was previously reflected as fixed rate debt due to an interest rate swap which had effectively converted the associated interest expense from variable to fixed until its expiration in August 2020.
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, 2020, interest expense on an annualized basis would increase by approximately $14.7 million, or $0.04 per diluted common share.
As of December 31, 2020 and 2019, our joint venture partners’ aggregate share of total debt was $271.6 million and $228.2 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 real estate entities, which was $213.0 million and $60.6 million as of December 31, 2020 and 2019, respectively.
The fair value of our fixed rate debt is based on current market interest rates at which we could obtain similar borrowings. Increases in market interest rates typically result in a decrease in the fair value of fixed rate debt while decreases in market interest rates typically result in an increase in the fair value of fixed rate date. While changes in market interest rates affect the fair value of our fixed rate debt, these changes do not affect the interest expense associated with our fixed rate debt. 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:
As of December 31,
2020
2019
(In thousands)
Gross book value
$
10,458,262
$
10,270,402
Fair value
11,550,236
10,784,441
Fair value reflecting change in interest rates:
-100 basis points
12,204,507
11,438,507
+100 basis points
10,951,483
10,196,943
The change in fair value of our fixed rate debt from December 31, 2019 to December 31, 2020 was due primarily to 2020 senior note issuances, net of repayments, partially offset by the change in presentation of the secured revolving construction credit facility to variable rate debt. The secured revolving construction credit facility was previously reflected as fixed rate debt due to an interest rate swap which had effectively converted the associated interest expense from variable to fixed until its expiration in August 2020.
As of December 31, 2020 and 2019, the fair value of our secured and non-mortgage loans receivable, based on our estimates of currently prevailing rates for comparable loans, was $565.7 million and $710.5 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.
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, 2020 (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, 2020 would decrease or
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increase, as applicable, by less than $0.01 per share or 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.
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:
As of
December 31,
2020
2019
Investment mix by asset type
(1)
:
Senior housing communities
63.5
%
62.2
%
MOBs
19.7
19.3
Research and innovation centers
7.1
8.7
Health systems
5.2
5.1
IRFs and LTACs
1.7
1.6
SNFs
0.7
0.7
Secured loans receivable and investments, net
2.1
2.4
Investment mix by tenant, operator and manager
(1)
:
Atria
20.8
%
20.4
%
Sunrise
10.4
10.3
Brookdale Senior Living
8.2
7.7
Ardent
4.9
4.7
Kindred
1.1
1.0
All other
54.6
55.9
(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.
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For the Years Ended December 31,
2020
2019
2018
Operations mix by tenant and operator and business model:
Revenues
(1)
:
Senior living operations
58.0
%
55.8
%
55.3
%
Brookdale Senior Living
(2)
4.4
4.7
4.3
Ardent
3.2
3.1
3.1
Kindred
3.5
3.3
3.5
All others
30.9
33.1
33.8
Adjusted EBITDA:
Senior living operations
30.8
%
32.5
%
31.3
%
Brookdale Senior Living
(2)
9.5
8.1
6.7
Ardent
7.0
5.4
5.1
Kindred
7.5
5.8
5.6
All others
45.2
48.2
51.3
NOI:
Senior living operations
29.4
%
31.1
%
30.7
%
Brookdale Senior Living
(2)
9.0
8.7
7.6
Ardent
6.6
5.8
5.7
Kindred
7.1
6.3
6.4
All others
47.9
48.1
49.6
Operations mix by geographic location
(3)
:
California
15.7
%
15.9
%
15.7
%
New York
8.1
8.8
8.4
Texas
6.1
6.0
6.2
Pennsylvania
4.6
4.7
4.6
Illinois
4.1
4.0
4.4
All others
61.4
60.6
60.7
(1)
Total revenues include medical office building and other services revenue, revenue from loans and investments and interest and other income (including amounts related to assets classified as held for sale).
(2)
Results exclude eight senior housing communities which are 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 (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 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 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 senior 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, 2020, 61.0% of our Adjusted EBITDA 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.
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
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distributions to our stockholders could be impaired. See “Risk Factors—Our Business Operations and Strategy Risks—A significant portion of our revenues and operating income is dependent on a limited number of tenants and managers, including Brookdale Senior Living, Ardent, Kindred, Atria and Sunrise.” included in Part I, Item 1A of this Annual Report and “Note 3 – Concentration of Credit Risk” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report.
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, senior 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 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 senior 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—Our Business Operations and Strategy Risks.” included in Part I, Item 1A of this Annual Report.
We hold a 34% ownership interest in Atria, which entitles us to customary minority rights and protections, as well as the right to appoint two of the six members on 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, 2020, 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—Our Business Operations and Strategy Risks—If we must replace any of our tenants or managers, we may be unable to do so on as favorable terms, or at all, and we could be subject to delays, limitations and expenses, which could adversely affect our business, financial condition and results of operations.” included in Part I, Item IA of this Annual Report.
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The following table summarizes our lease expirations in our triple-net leased properties segment currently scheduled to occur over the next 10 years as of December 31, 2020:
Number of
Properties
(1)
2020 Annualized Base Rent (“ABR”)
(2)
% of 2020 Total Triple-Net Leased Properties Segment Rental Income
(Dollars in thousands)
2021
9
$
12,062
1.7
%
2022
8
5,799
0.8
2023
(3)
6
31,240
4.5
2024
26
13,970
2.0
2025
179
234,549
33.7
2026
39
53,660
7.7
2027
4
8,784
1.3
2028
27
25,196
3.6
2029
21
22,788
3.3
2030
6
4,748
0.7
(1)
Excludes assets sold or classified as held for sale, unconsolidated entities development properties not yet operational, unconsolidated joint ventures and land parcels.
(2)
ABR represents the annualized impact of the current period’s cash base rent at 100% share for consolidated entities. ABR does not include common area maintenance charges, the amortization of above/below market lease intangibles or other noncash items. ABR is used only for the purpose of determining lease expirations.
(3)
Relates to 6 LTACs leased by Kindred. While the lease term expires in 2023, Kindred may extend the term for 5 years by delivering a renewal notice to the Company 12 to 18 months prior to expiration.
Liquidity and Capital Resources
During 2020, our principal sources of liquidity were cash flows from operations, proceeds from the issuance of debt and equity securities, borrowings under our unsecured revolving credit facility, and proceeds from asset sales.
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.
Depending upon the availability of external capital, we believe our liquidity is sufficient to fund these uses of cash.
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.
While continuing decreased revenue and net operating income as a result of the COVID-19 pandemic could lead to downgrades of our long-term credit rating and therefore adversely impact our cost of borrowing, we currently believe we will continue to have access to one or more debt markets during the duration of the pandemic and could seek to enter into secured debt financings or issue debt and equity securities to satisfy our liquidity needs, although no assurances can be made in this regard. See “COVID-19 Update.” See “Risk Factors—Our Capital Structure Risks—We are highly dependent on access to the capital markets. Limitations on our ability to access capital could have an adverse effect on us, including 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.
2020 Capital Conservation Actions
In 2020, we executed on a multi-pronged capital conservation strategy to mitigate the impact of COVID-19, which included reducing our planned capital expenditures and capital commitments. We also established a quarterly dividend of $0.45 per share beginning in the second quarter, which was a reduction from the first quarter dividend of $0.7925 per share. This action enabled us to conserve approximately $130 million of cash per quarter compared to the prior dividend level. Also, in June 2020, we eliminated roles representing over 25% of our corporate positions, excluding onsite field personnel. For the
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second half of 2020, the base salaries of our CEO and other executive officers were voluntarily reduced by 20% and 10%, respectively. Primarily as a result of these capital conservation actions, our 2020 general and administrative expenses are $29 million lower than 2019.
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 for further information regarding our significant financing activities.
Credit Facilities, Commercial Paper and Unsecured Term Loans
As of
December 31, 2020, our unsecured credit facility was comprised of a $3.0 billion unsecured revolving credit facility priced at LIBOR plus 0.875% based on the Company’s debt rating, which was scheduled to mature in 2021. In January 2021, we entered into an amended and restated unsecured credit facility (the “New Credit Facility”) comprised of a $2.75 billion unsecured revolving credit facility initially priced at LIBOR plus 0.825% based on the Company’s debt rating. The New Credit Facility matures in 2025, but may be extended at our option subject to the satisfaction of certain conditions, for two additional periods of six months each. The New Credit Facility also includes an accordion feature that permits us to increase our aggregate borrowing capacity thereunder to up to $3.75 billion.
As of December 31, 2020, $39.4 million was outstanding under the unsecured revolving credit facility with an additional $24.9 million restricted to support outstanding letters of credit. In addition, we limit our utilization of the unsecured revolving credit facility, to the extent necessary, to support our commercial paper program when commercial paper notes are outstanding. We had $2.9 billion in available liquidity under the unsecured revolving credit facility as of December 31, 2020. In connection with the New Credit Facility, we paid off all amounts outstanding under the existing unsecured revolving credit facility as of January 29, 2021 by drawing down the same amount on the New Credit Facility.
Our wholly owned subsidiary, Ventas Realty, Limited Partnership (“Ventas Realty”), 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, 2020, we had no borrowings outstanding under our commercial paper program.
As of December 31, 2020, 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, 2020, we had a $400.0 million secured revolving construction credit facility with $154.1 million of borrowings outstanding. The secured revolving construction credit facility matures in 2022 and is primarily used to finance the development of research and innovation centers and other construction projects.
As of December 31, 2020, 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
In April 2020, Ventas Realty issued and sold $500.0 million aggregate principal amount of 4.75% senior notes due 2030 at an amount equal to 97.86% of par.
In October 2020, we redeemed, pursuant to a cash tender offer, $236.3 million aggregate principal amount then outstanding of our 3.25% senior notes due 2022 at 104.14% of par value, plus accrued and unpaid interest to the payment date. As a result, we recognized a loss on extinguishment of debt of $11.1 million during the year ended December 31, 2020.
As of December 31, 2020, we had outstanding $7.7 billion aggregate principal amount of senior notes issued by Ventas Realty ($263.7 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.
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In February 2021, in order to reduce near-term maturities, we issued a make-whole redemption for the entirety of the $400 million outstanding aggregate principal amount of 3.10% senior notes due January 2023. The redemption is expected to settle in March 2021 and will be funded primarily with cash on hand.
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 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, 2020.
Mortgages
At December 31, 2020 and 2019, our consolidated aggregate principal amount of mortgage debt outstanding was $2.1 billion and $2.0 billion, respectively, of which our share was $1.8 billion for both years.
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
During 2020, we declared four dividends totaling $2.1425 per share of our common stock, including a fourth quarter dividend of $0.45 per share. 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 2021.
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 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.
65
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 senior housing or healthcare properties funded through capital that we and, in certain circumstances, our joint venture partners provide. As of December 31, 2020, we had 13 properties under development pursuant to these agreements, including three 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 senior 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 up to an aggregate of $1.0 billion of our common stock under an “at-the-market” equity offering program (“ATM program”). As of December 31, 2020, we have $755.5 million remaining under our existing ATM program. During the years ended December 31, 2020 and 2019, we sold 1.5 million and 2.7 million shares of our common stock under our ATM program for gross proceeds of $44.88 and $66.75 per share, respectively. During the year ended December 31, 2018, we sold no shares of common stock 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” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report for additional information regarding the LGM Acquisition.
Cash Flows
The following table sets forth our sources and uses of cash flows for the years ended December 31, 2020 and 2019:
For the Years Ended
December 31,
(Decrease) Increase
to Cash
2020
2019
$
%
(Dollars in thousands)
Cash, cash equivalents and restricted cash at beginning of year
$
146,102
$
131,464
$
14,638
11.1
%
Net cash provided by operating activities
1,450,176
1,437,783
12,393
0.9
Net cash provided by (used in) investing activities
154,295
(1,585,299)
1,739,594
nm
Net cash (used in) provided by financing activities
(1,300,021)
160,674
(1,460,695)
nm
Effect of foreign currency translation
1,088
1,480
(392)
(26.5)
Cash, cash equivalents and restricted cash at end of year
$
451,640
$
146,102
305,538
nm
nm—not meaningful
Cash Flows from Operating Activities
Cash flows from operating activities increased $12.4 million during the year ended December 31, 2020 over the same period in 2019 primarily due to the up-front consideration received in connection with the Brookdale transaction, partially offset by lower NOI.
Cash Flows from Investing Activities
Cash flows from investing activities increased $1.7 billion during 2020 over 2019 primarily due to decreased acquisition and investment activity together with increased proceeds from real estate dispositions.
66
Cash Flows from Financing Activities
Cash flows from financing activities decreased $1.5 billion during 2020 over 2019 primarily due to lower issuances of common stock, decreased debt borrowings during 2020, net of repayments, partially offset by lower dividends paid to common stockholders during 2020.
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, 2020:
Total
Less than 1 year
(3)
1 - 3 years
(4)
3 - 5 years
(5)
More than 5
years
(6)
(In thousands)
Long-term debt obligations
(1) (2)
$
15,107,176
$
1,002,409
$
3,475,813
$
3,794,808
$
6,834,146
Operating obligations, including ground lease obligations
726,410
26,968
43,352
36,413
619,677
Total
$
15,833,586
$
1,029,377
$
3,519,165
$
3,831,221
$
7,453,823
(1)
Amounts represent contractual amounts due, including interest.
(2)
Interest on variable rate debt based on rates as of December 31, 2020.
(3)
Includes $39.4 million of borrowings outstanding on our unsecured revolving credit facility and $235.7 million outstanding principal amount of our floating rate senior notes, Series F due 2021.
(4)
Includes $154.1 million of borrowings outstanding on our secured revolving construction credit facility, $263.7 million outstanding principal amount of our 3.25% senior notes due 2022, $196.4 million outstanding principal amount of our 3.30% senior notes, Series C due 2022, $216.0 million outstanding principal amount of our 2.55% senior notes, Series D due 2023, $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, and $400.0 million outstanding principal amount of our 3.10% senior notes due 2023.
(5)
Includes $400.0 million 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, $471.3 million outstanding principal amount of our 2.80% senior notes, Series E due 2024, $196.4 million outstanding principal amount of our 4.125% senior notes, Series B due 2024, $392.8 million of borrowings outstanding on our unsecured term loan due 2025, $450.0 million outstanding principal amount of our 2.65% senior notes due 2025, and $600.0 million outstanding principal amount of our 3.50% senior notes due 2025.
(6)
Includes $4.8 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, 2020, we had $6.1 million of unrecognized tax benefits that are excluded from the table above, as we are unable to make a reasonably reliable estimate of the period of cash settlement, if any, with the respective tax authority.
Off-Balance Sheet Arrangements
We own interests in certain unconsolidated entities as described in Note 7 – Investments in Unconsolidated Entities. Except in limited circumstances, our risk of loss is limited to our investment in the joint venture and any outstanding loans receivable. In addition, we have certain properties which serve as collateral for debt that is owed by a previous owner of certain of our facilities, as described under Note 10 – Senior Notes Payable and Other Debt to the Consolidated Financial Statements. Our risk of loss for these certain properties is limited to the outstanding debt balance plus penalties, if any. Further, we use financial derivative instruments to hedge interest rate and foreign currency exchange rate exposure. Finally, at December 31, 2020, we had $24.9 million outstanding letter of credit obligations. We have no other material off-balance sheet arrangements that we expect would materially affect our liquidity and capital resources except those described above under “Contractual Obligations.”
67
Guarantor and Issuer Financial 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 (excluding Ventas Realty and Ventas Capital Corporation) is obligated with respect to Ventas Realty’s outstanding senior notes.
Ventas, Inc. has also fully and unconditionally guaranteed the obligation to pay principal and interest with respect to the outstanding senior notes issued by our 100%-owned subsidiary Ventas Canada Finance Limited (“Ventas Canada”). None of our other subsidiaries is obligated with respect to Ventas Canada’s outstanding senior notes, all of which were issued on a private placement basis in Canada.
In connection with the acquisition of Nationwide Health Properties, Inc. (“NHP”), our 100%-owned subsidiary Nationwide Health Properties, LLC (“NHP LLC”), as successor to NHP, assumed the obligation to pay principal and interest with respect to the outstanding senior notes issued by NHP. Neither we nor any of our subsidiaries (other than NHP LLC) is obligated with respect to any of NHP LLC’s outstanding senior notes.
Under certain circumstances, contractual and legal restrictions, including those contained in the instruments governing our subsidiaries’ outstanding mortgage indebtedness, may restrict our ability to obtain cash from our subsidiaries for the purpose of meeting our debt service obligations, including our payment guarantees with respect to Ventas Realty’s and Ventas Canada’s senior notes.
The following summarizes our guarantor and issuer balance sheet and statement of income information as of December 31, 2020 and December 31, 2019 and for the years ended December 31, 2020, 2019 and 2018.
Balance Sheet Information
As of December 31, 2020
Guarantor
Issuer
(In thousands)
Assets
Investment in and advances to affiliates
$
16,576,278
$
2,727,931
Total assets
16,937,149
2,844,339
Liabilities and equity
Intercompany loans
10,691,626
(4,532,350)
Total liabilities
10,918,320
3,577,009
Redeemable OP unitholder and noncontrolling interests
89,669
—
Total equity (deficit)
5,929,161
(732,670)
Total liabilities and equity
16,937,149
2,844,339
68
Balance Sheet Information
As of December 31, 2019
Guarantor
Issuer
(In thousands)
Assets
Investment in and advances to affiliates
$
15,774,897
$
2,728,110
Total assets
15,875,910
2,838,270
Liabilities and equity
Intercompany loans
8,789,600
(5,105,070)
Total liabilities
9,133,733
3,363,067
Redeemable OP unitholder and noncontrolling interests
102,657
—
Total equity (deficit)
6,639,520
(524,797)
Total liabilities and equity
15,875,910
2,838,270
Statement of Income Information
For the Year Ended December 31, 2020
Guarantor
Issuer
(In thousands)
Equity earnings in affiliates
$
469,311
$
—
Total revenues
474,392
143,259
Income (loss) before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests
440,210
(215,406)
Net income (loss)
439,149
(202,845)
Net income (loss) attributable to common stockholders
439,149
(202,845)
Statement of Income Information
For the Year Ended December 31, 2019
Guarantor
Issuer
(In thousands)
Equity earnings in affiliates
$
362,143
$
—
Total revenues
366,243
142,754
Income (loss) before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests
432,020
(246,929)
Net income (loss)
433,016
(246,841)
Net income (loss) attributable to common stockholders
433,016
(246,841)
For the Year Ended December 31, 2018
Guarantor
Issuer
(In thousands)
Equity earnings in affiliates
$
308,764
$
—
Total revenues
335,613
139,062
Income (loss) before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests
400,349
(269,557)
Net income (loss)
409,467
(269,557)
Net income (loss) attributable to common stockholders
409,467
(269,557)
69
ITEM 7A.
Quantitative and Qualitative Disclosures About Market Risk
The information set forth in Part II, Item 7 of this Annual Report under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Asset/Liability Management” is incorporated by reference into this Item 7A.
70
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
72
Report of Independent Registered Public Accounting Firm
73
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting
75
Consolidated Balance Sheets as of December 31, 2020 and 2019
76
Consolidated Statements of Income for the Years Ended December 31, 2020, 2019 and 2018
77
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2020, 2019 and 2018
78
Consolidated Statements of Equity for the Years Ended December 31, 2020, 2019 and 2018
79
Consolidated Statements of Cash Flows for the Years Ended December 31, 2020, 2019 and 2018
80
Notes to Consolidated Financial Statements
82
Consolidated Financial Statement Schedule
s
Schedule III — Real Estate and Accumulated Depreciation
121
Schedule IV — Mortgage Loans on Real Estate
155
71
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, 2020.
The effectiveness of our internal control over financial reporting as of December 31, 2020 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report included herein.
72
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, 2020 and 2019, 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, 2020, and the related notes and financial statement schedules 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, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2020, 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, 2020, 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 23, 2021 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.
Probability of collection of 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 a lease-by-lease basis. Whenever the results of that assessment, events, or
73
changes in circumstances indicate that it is not probable the Company will collect substantially all triple-net rents under the lease, the Company records a charge to rental income.
We identified the evaluation of the probability of collection of substantially all triple-net rents as a critical audit matter. Complex auditor judgment was required to evaluate the various inputs and assumptions to the collectability assessment, including the financial strength of the tenant and any guarantors, and the operating performance of the leased property.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s evaluation of the inputs and assumptions used in the collectability assessment. To assess the Company’s assumptions about the financial strength of certain tenants and guarantors and the operating performance of the related leased properties, we identified and evaluated the relevance, reliability, and sufficiency of the tenant, guarantor and property financial information; tenant guarantees; the existence of outstanding accounts receivable; and the remaining term of the lease. We compared the Company’s historical determinations to actual collections to assess the Company’s ability to accurately estimate probability of collections.
Impairment of real estate investments in the triple-net leased and senior living operations segments
As discussed in Notes 1, 2, and 5 to the consolidated financial statements, the Company periodically evaluates its long-lived assets, primarily consisting of investments in real estate, for impairment indicators. If indicators of impairment are present, the Company evaluates 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, the Company considers market conditions and current intentions with respect to holding or disposing of the asset and adjusts the net book value of real estate properties to fair value if the sum of the expected future undiscounted cash flows, including sales proceeds, is less than book value. During the year, impairment indicators arose for certain real estate properties. As a result, recoverability assessments were performed, estimated fair values were determined, and impairment losses were recognized for certain properties.
We identified the evaluation of real estate investments within the triple-net leased and senior living operations segments for impairment as a critical audit matter. Subjective auditor judgment was required in evaluating the Company’s determination of the future undiscounted cash flows and estimated fair values of properties where undiscounted cash flows were less than net book value. In particular, the undiscounted cash flows and fair value estimates were sensitive to significant assumptions, including capitalization rates, projected operating cash flows, and stabilization period. Additionally, subjective auditor judgment and specialized skills and knowledge were needed to evaluate comparable market transactions used by the Company to develop certain fair value estimates due to limited transactional volume.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the impairment process. This included controls related to the Company’s impairment process and the significant assumptions and fair value estimates described above. To test certain of the Company’s undiscounted cash flow estimates, we evaluated the Company’s forecasts of projected operating cash flows by comparing actual results to the Company’s forecasts adjusted for current market trends. In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in:
● evaluating the Company’s significant assumptions by comparing the significant assumptions to publicly available market data, and
● developing independent estimates of fair value for certain properties using comparable market transactions and discounted cash flows developed using the Company’s historical results and publicly available market data.
/s/ KPMG LLP
We have served as the Company’s auditor since 2014.
Chicago, Illinois
February 23, 2021
74
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, 2020, 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, 2020, 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, 2020 and 2019, 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, 2020, and the related notes and financial statement schedules III and IV (collectively, the consolidated financial statements), and our report dated February 23, 2021 expressed an unqualified opinion on those consolidated financial statements.
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 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.
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.
/s/ KPMG LLP
Chicago, Illinois February 23, 2021
75
VENTAS, INC.
CONSOLIDATED BALANCE SHEETS
As of December 31,
2020
2019
(In thousands, except per
share amounts)
Assets
Real estate investments:
Land and improvements
$
2,261,415
$
2,285,648
Buildings and improvements
24,323,279
24,386,051
Construction in progress
265,748
461,815
Acquired lease intangibles
1,230,886
1,308,077
Operating lease assets
346,372
385,225
28,427,700
28,826,816
Accumulated depreciation and amortization
(
7,877,665
)
(
7,092,243
)
Net real estate property
20,550,035
21,734,573
Secured loans receivable and investments, net
605,567
704,612
Investments in unconsolidated real estate entities
443,688
45,022
Net real estate investments
21,599,290
22,484,207
Cash and cash equivalents
413,327
106,363
Escrow deposits and restricted cash
38,313
39,739
Goodwill
1,051,650
1,051,161
Assets held for sale
9,608
85,527
Deferred income tax assets, net
9,987
47,495
Other assets
807,229
877,716
Total assets
$
23,929,404
$
24,692,208
Liabilities and equity
Liabilities:
Senior notes payable and other debt
$
11,895,412
$
12,158,773
Accrued interest
111,444
111,115
Operating lease liabilities
209,917
251,196
Accounts payable and other liabilities
1,133,066
1,145,939
Liabilities related to assets held for sale
3,246
5,224
Deferred income tax liabilities
62,638
200,831
Total liabilities
13,415,723
13,873,078
Redeemable OP unitholder and noncontrolling interests
235,490
273,678
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, 374,609 and 372,811 shares issued at December 31, 2020 and 2019, respectively
93,635
93,185
Capital in excess of par value
14,171,262
14,056,453
Accumulated other comprehensive loss
(
54,354
)
(
34,564
)
Retained earnings (deficit)
(
4,030,376
)
(
3,669,050
)
Treasury stock, 0 and 2 shares at December 31, 2020 and 2019, respectively
—
(
132
)
Total Ventas stockholders’ equity
10,180,167
10,445,892
Noncontrolling interests
98,024
99,560
Total equity
10,278,191
10,545,452
Total liabilities and equity
$
23,929,404
$
24,692,208
See accompanying notes.
76
VENTAS, INC.
CONSOLIDATED STATEMENTS OF INCOME
For the Years Ended December 31,
2020
2019
2018
(In thousands, except per share
amounts)
Revenues
Rental income:
Triple-net leased
$
695,265
$
780,898
$
737,796
Office
799,627
828,978
776,011
1,494,892
1,609,876
1,513,807
Resident fees and services
2,197,160
2,151,533
2,069,477
Office building and other services revenue
15,191
11,156
13,416
Income from loans and investments
80,505
89,201
124,218
Interest and other income
7,609
10,984
24,892
Total revenues
3,795,357
3,872,750
3,745,810
Expenses
Interest
469,541
451,662
442,497
Depreciation and amortization
1,109,763
1,045,620
919,639
Property-level operating expenses:
Senior living
1,658,671
1,521,398
1,446,201
Office
256,612
260,249
243,679
Triple-net leased
22,160
26,561
—
1,937,443
1,808,208
1,689,880
Office building services costs
2,315
2,319
1,418
General, administrative and professional fees
130,158
158,726
145,978
Loss on extinguishment of debt, net
10,791
41,900
58,254
Merger-related expenses and deal costs
29,812
15,235
30,547
Allowance on loans receivable and investments
24,238
—
—
Other
707
(
10,339
)
72,772
Total expenses
3,714,768
3,513,331
3,360,985
Income before unconsolidated entities, real estate dispositions, income taxes, discontinued operations and noncontrolling interests
80,589
359,419
384,825
Income (loss) from unconsolidated entities
1,844
(
2,454
)
(
55,034
)
Gain on real estate dispositions
262,218
26,022
46,247
Income tax benefit
96,534
56,310
39,953
Income from continuing operations
441,185
439,297
415,991
Discontinued operations
—
—
(
10
)
Net income
441,185
439,297
415,981
Net income attributable to noncontrolling interests
2,036
6,281
6,514
Net income attributable to common stockholders
$
439,149
$
433,016
$
409,467
Earnings per common share
Basic:
Income from continuing operations
$
1.18
$
1.20
$
1.17
Net income attributable to common stockholders
1.18
1.18
1.15
Diluted:
Income from continuing operations
$
1.17
$
1.19
$
1.16
Net income attributable to common stockholders
1.17
1.17
1.14
See accompanying notes.
77
VENTAS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Years Ended December 31,
2020
2019
2018
(In thousands)
Net income
$
441,185
$
439,297
$
415,981
Other comprehensive (loss) income:
Foreign currency translation
3,254
5,729
(
9,436
)
Unrealized (loss) gain on available for sale securities
(
3,549
)
11,634
14,944
Derivative instruments
(
17,918
)
(
30,814
)
10,030
Total other comprehensive (loss) income
(
18,213
)
(
13,451
)
15,538
Comprehensive income
422,972
425,846
431,519
Comprehensive income attributable to noncontrolling interests
3,613
7,649
6,514
Comprehensive income attributable to common stockholders
$
419,359
$
418,197
$
425,005
See accompanying notes.
78
VENTAS, INC.
CONSOLIDATED STATEMENTS OF EQUITY
For the Years Ended December 31, 2020, 2019 and 2018
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, 2018
$
89,029
$
13,053,057
$
(
35,120
)
$
(
2,240,698
)
$
(
42
)
$
10,866,226
$
65,959
$
10,932,185
Net income
—
—
—
409,467
—
409,467
6,514
415,981
Other comprehensive income
—
—
15,538
—
—
15,538
—
15,538
Net change in noncontrolling interests
—
(
7,470
)
—
—
—
(
7,470
)
(
16,736
)
(
24,206
)
Dividends to common stockholders—$3.1625 per share
—
—
—
(
1,129,626
)
—
(
1,129,626
)
—
(
1,129,626
)
Issuance of common stock for stock plans, restricted stock grants and other
93
34,647
—
—
(
210
)
34,530
—
34,530
Adjust redeemable OP unitholder interests to current fair value
—
(
3,323
)
—
—
—
(
3,323
)
—
(
3,323
)
Redemption of OP Units
3
(
383
)
—
—
252
(
128
)
—
(
128
)
Cumulative effect of change in accounting principles
—
—
—
30,643
—
30,643
—
30,643
Balance at December 31, 2018
89,125
13,076,528
(
19,582
)
(
2,930,214
)
—
10,215,857
55,737
10,271,594
Net income
—
—
—
433,016
—
433,016
6,281
439,297
Other comprehensive (loss) income
—
—
(
14,819
)
—
—
(
14,819
)
1,368
(
13,451
)
Net change in noncontrolling interests
—
(
12,332
)
—
—
—
(
12,332
)
36,174
23,842
Dividends to common stockholders—$3.17 per share
—
—
—
(
1,172,653
)
—
(
1,172,653
)
—
(
1,172,653
)
Issuance of common stock
3,829
938,509
—
—
—
942,338
—
942,338
Issuance of common stock for stock plans, restricted stock grants and other
230
61,875
—
—
(
132
)
61,973
—
61,973
Adjust redeemable OP unitholder interests to current fair value
—
(
7,388
)
—
—
—
(
7,388
)
—
(
7,388
)
Redemption of OP Units
1
(
739
)
—
—
—
(
738
)
—
(
738
)
Cumulative effect of change in accounting principle
—
—
(
163
)
801
—
638
—
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
Net income
—
—
—
439,149
—
439,149
2,036
441,185
Other comprehensive (loss) income
—
—
(
19,790
)
—
—
(
19,790
)
1,577
(
18,213
)
Net change in noncontrolling interests
—
8,227
—
—
—
8,227
(
5,149
)
3,078
Dividends to common stockholders—$2.1425 per share
—
—
—
(
800,475
)
—
(
800,475
)
—
(
800,475
)
Issuance of common stock
371
65,640
—
—
—
66,011
—
66,011
Issuance of common stock for stock plans, restricted stock grants and other
79
22,568
—
—
132
22,779
—
22,779
Adjust redeemable OP unitholder interests to current fair value
—
18,638
—
—
—
18,638
—
18,638
Redemption of OP Units
—
(
264
)
—
—
—
(
264
)
—
(
264
)
Balance at December 31, 2020
$
93,635
$
14,171,262
$
(
54,354
)
$
(
4,030,376
)
$
—
$
10,180,167
$
98,024
$
10,278,191
See accompanying notes.
79
V
ENTAS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31,
2020
2019
2018
(In thousands)
Cash flows from operating activities:
Net income
$
441,185
$
439,297
$
415,981
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
1,109,763
1,045,620
919,639
Amortization of deferred revenue and lease intangibles, net
(
40,856
)
(
7,967
)
(
30,660
)
Other non-cash amortization
20,719
22,985
18,886
Allowance on loans receivable and investments
24,238
—
—
Stock-based compensation
21,487
33,923
29,963
Straight-lining of rental income
103,082
(
30,073
)
13,396
Loss on extinguishment of debt, net
10,791
41,900
58,254
Gain on real estate dispositions
(
262,218
)
(
26,022
)
(
46,247
)
Gain on real estate loan investments
(
167
)
—
(
13,202
)
Income tax benefit
(
101,985
)
(
58,918
)
(
43,026
)
(Income) loss from unconsolidated entities
(
1,832
)
2,464
55,034
Distributions from unconsolidated entities
4,920
1,600
2,934
Real estate impairments related to natural disasters
—
—
52,510
Other
(
779
)
13,264
3,720
Changes in operating assets and liabilities:
Increase in other assets
(
68,233
)
(
76,693
)
(
23,198
)
Increase in accrued interest
276
9,737
4,992
Increase (decrease) in accounts payable and other liabilities
189,785
26,666
(
37,509
)
Net cash provided by operating activities
1,450,176
1,437,783
1,381,467
Cash flows from investing activities:
Net investment in real estate property
(
78,648
)
(
958,125
)
(
265,907
)
Investment in loans receivable
(
115,163
)
(
1,258,187
)
(
229,534
)
Proceeds from real estate disposals
1,044,357
147,855
353,792
Proceeds from loans receivable
119,011
1,017,309
911,540
Development project expenditures
(
380,413
)
(
403,923
)
(
330,876
)
Capital expenditures
(
148,234
)
(
156,724
)
(
131,858
)
Distributions from unconsolidated entities
—
172
57,455
Investment in unconsolidated entities
(
286,822
)
(
3,855
)
(
47,007
)
Insurance proceeds for property damage claims
207
30,179
6,891
Net cash provided by (used in) investing activities
154,295
(
1,585,299
)
324,496
Cash flows from financing activities:
Net change in borrowings under revolving credit facilities
(
88,868
)
(
569,891
)
321,463
Net change in borrowings under commercial paper program
(
565,524
)
565,524
—
Proceeds from debt
733,298
3,013,191
2,549,473
Repayment of debt
(
479,539
)
(
2,623,916
)
(
3,465,579
)
Purchase of noncontrolling interests
(
8,239
)
—
(
4,724
)
Payment of deferred financing costs
(
8,379
)
(
21,403
)
(
20,612
)
Issuance of common stock, net
55,362
942,085
—
Cash distribution to common stockholders
(
928,809
)
(
1,157,720
)
(
1,127,143
)
Cash distribution to redeemable OP unitholders
(
7,283
)
(
9,218
)
(
7,459
)
Cash issued for redemption of OP Units
(
575
)
(
2,203
)
(
1,370
)
Contributions from noncontrolling interests
1,314
6,282
1,883
Distributions to noncontrolling interests
(
12,946
)
(
9,717
)
(
11,574
)
Proceeds from stock option exercises
15,103
36,179
8,762
Other
(
4,936
)
(
8,519
)
(
5,057
)
Net cash (used in) provided by financing activities
(
1,300,021
)
160,674
(
1,761,937
)
Net increase (decrease) in cash, cash equivalents and restricted cash
304,450
13,158
(
55,974
)
Effect of foreign currency translation
1,088
1,480
(
815
)
Cash, cash equivalents and restricted cash at beginning of year
146,102
131,464
188,253
Cash, cash equivalents and restricted cash at end of year
$
451,640
$
146,102
$
131,464
80
V
ENTAS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
For the Years Ended December 31,
2020
2019
2018
(In thousands)
Supplemental disclosure of cash flow information:
Interest paid including payments and receipts for derivative instruments
$
429,636
$
410,854
$
406,907
Supplemental schedule of non-cash activities:
Assets acquired and liabilities assumed from acquisitions and other:
Real estate investments
$
170,484
$
1,057,138
$
94,280
Other assets
1,224
11,140
5,398
Debt
55,368
907,746
30,508
Other liabilities
2,707
47,121
18,086
Deferred income tax liability
337
95
922
Noncontrolling interests
20,259
113,316
2,591
Equity issued
—
—
30,487
Equity issued for redemption of OP Units
—
127
907
See accompanying notes.
81
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1–DESCRIPTION OF BUSINESS
Ventas, Inc. (together with its subsidiaries, unless otherwise indicated or except where the context otherwise requires, “we,” “us” or “our”), an S&P 500 company, is a real estate investment trust (“REIT”) operating at the intersection of healthcare and real estate, with a highly diversified portfolio of senior housing; life science, research and innovation; and healthcare properties; which we generally refer to as “healthcare real estate,” located throughout the United States, Canada and the United Kingdom. As of December 31, 2020, we owned or managed through unconsolidated real estate entities approximately
1,200
properties and properties classified as held for sale, consisting of senior housing communities, medical office buildings (“MOBs”), life science, research and innovation centers, inpatient rehabilitation facilities (“IRFs”) and long-term acute care facilities (“LTACs”), and health systems. Our company was originally founded in 1983 and is headquartered in Chicago, Illinois with an additional office in Louisville, Kentucky.
We primarily invest in a diversified portfolio of healthcare real estate asset through wholly owned subsidiaries and other co-investment entities. We operate through three reportable business segments: triple-net leased properties, senior living operations, which we also refer to as SHOP, and office operations.
See “Note 2 – Accounting Policies” and “Note 19 – Segment Information.”
Our senior housing properties are either operated under triple-net leases in our triple-net leased properties segment or through independent third-party managers in our senior living operations segment.
As of December 31, 2020, we leased a total of
366
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 (together with its subsidiaries, “Kindred”) leased from us
121
properties (excluding
eight
properties managed by Brookdale Senior Living pursuant to long-term management agreements),
12
properties and
32
properties, respectively, as of December 31, 2020.
As of December 31, 2020, pursuant to long-term management agreements, we engaged independent managers, such as Atria Senior Living, Inc. (“Atria”) and Sunrise Senior Living, LLC (together with its subsidiaries, “Sunrise”), to manage the
441
senior housing communities in our senior living operations segment 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 senior housing and healthcare operators or properties.
COVID-19 Update
During fiscal 2020 and continuing into fiscal 2021, the COVID-19 pandemic has negatively affected our businesses in a number of ways and is expected to continue to do so.
Operating Results.
Our senior living operations segment was significantly impacted by the COVID-19 pandemic. Occupancy decreased over the course of 2020, while operating expenses increased as our senior living communities responded to the pandemic, resulting in a significant decline in NOI compared to 2019. Our NNN senior housing tenants’ performance was similarly affected by COVID-19. During the course of 2020, we modified certain NNN senior housing leases to reset rent and provided other modest financial accommodations to certain NNN senior housing tenants who needed it as a result of COVID-19. We also wrote-off previously accrued straight-line rental income related to NNN senior housing tenants due to COVID-19.
However, we benefited from our ongoing strategy of diversification, with our office and NNN healthcare businesses demonstrating resilience in the face of the pandemic. The Company’s NNN healthcare tenants benefited from significant government financial support that was deployed early and has partially offset the direct financial impact of the pandemic. Our office operations segment, which primarily serves MOB and research and innovation tenants that were less impacted by the pandemic, delivered steady performance throughout the year.
Provider Relief Grants.
In the third and fourth quarter of 2020, we applied for grants under Phase 2 and Phase 3 of the Provider Relief Fund administered by the U.S. Department of Health & Human Services (“HHS”) on behalf of the assisted living communities in our senior living operations segment to partially mitigate losses attributable to COVID-19. These grants
82
are intended to reimburse eligible providers for expenses incurred to prevent, prepare for and respond to COVID-19 and lost revenues attributable to COVID-19. Recipients are not required to repay distributions from the Provider Relief Fund, provided that they attest to and comply with certain terms and conditions. See “Government Regulation—Governmental Response to the COVID-19 Pandemic” in Part I, Item 1 of this Annual Report.
During the fourth quarter of 2020, we received $
34.3
million and $
0.8
million in grants in connection with our Phase 2 and Phase 3 applications, respectively, and recognized these grants within property-level operating expenses in our Consolidated Statements of Income. Subsequent to December 31, 2020, we received $
13.6
million in grants in connection with our Phase 3 applications, which we expect to recognize in 2021. While we have received all amounts under our Phase 2 applications and have begun to receive amounts under our Phase 3 applications, there can be no assurance that our remaining applications will be approved or that additional funds will ultimately be received. Any grants that are ultimately received and retained by us are not expected to fully offset the losses incurred in our senior living operating portfolio that are attributable to COVID-19. Further, although we continue to monitor and evaluate the terms and conditions associated with the Provider Relief Fund distributions, we cannot assure you that we will be in compliance with all requirements related to the payments received under the Provider Relief Fund.
Capital Conservation Actions.
In response to the COVID-19 pandemic, we took precautionary steps to increase liquidity and preserve financial flexibility in light of the resulting uncertainty.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources; Recent Capital Conservation Actions.” As of February 16, 2021, we had approximately $
3.0
billion in liquidity, including availability under our revolving credit facility and cash and cash equivalents on hand, with
no
borrowings outstanding under our commercial paper program and negligible near-term debt maturing.
Continuing Impact.
The trajectory and future impact of the COVID-19 pandemic remains highly uncertain. The extent of the pandemic’s continuing and ultimate effect on our operational and financial performance will depend on a variety of factors, including the speed at which available vaccines can be successfully deployed; the rate of acceptance of available vaccines, particularly among the residents and staff in our senior housing communities; the impact of new variants of the virus and the effectiveness of available vaccines against those variants; ongoing clinical experience, which may differ considerably across regions and fluctuate over time; and on other future developments, including the ultimate duration, spread and intensity of the outbreak, the availability of testing, the extent to which governments impose, roll back or re-impose preventative restrictions and the availability of ongoing government financial support to our business, tenants and operators. Due to these uncertainties, we are not able at this time to estimate the ultimate impact of the COVID-19 pandemic on our business, results of operations, financial condition and cash flows.
We have not identified the COVID-19 pandemic, on its own, as a “triggering event” for purposes of evaluating impairment of real estate assets, goodwill and other intangibles, investments in unconsolidated entities and financial instruments. However, as of December 31, 2020, we considered the effect of the pandemic on certain of our assets (described below) and our ability to recover the respective carrying values of these assets. We applied our considerations to existing critical accounting policies that require us to make estimates and assumptions regarding future events that affect the reported amounts of assets and liabilities. We based our estimates on our experience and on assumptions we believe to be reasonable under the circumstances. As a result, we have recognized the following charges for the year ended December 31, 2020:
•
Adjustment to rental income:
As of December 31, 2020, we concluded that it is probable we will not collect substantially all rents from certain tenants, primarily within our triple-net leased properties segment. As a result, we recognized adjustments to rental income of $
74.6
million for the year ended December 31, 2020. Rental payments from these tenants will be recognized in rental income when received.
•
Impairment of real estate assets:
During 2020, we compared our estimate of undiscounted cash flows, including a hypothetical terminal value, for certain real estate assets to the assets’ respective carrying values. During 2020 we recognized $
126.5
million of impairments representing the difference between the assets’ carrying value and the then-estimated fair value of $
239.9
million. The impaired assets, primarily senior housing communities, represent approximately
1
% of our consolidated net real estate property as of December 31, 2020. Impairments are recorded within depreciation and amortization in our Consolidated Statements of Income and are primarily related to our senior living operations reportable business segment.
•
Loss on financial instruments and impairment of unconsolidated entities:
As of December 31, 2020, we concluded that credit losses exist within certain of our non-mortgage loans receivable and government-sponsored pooled loan investments. As a result, we recognized credit loss charges of $
34.7
million for the year ended December 31, 2020 within allowance on loans receivable and investments in our Consolidated Statements of Income. During the fourth
83
quarter of 2020, we received $
10.5
million as a principal payment on previously reserved loans. No allowances are recorded within our portfolios of secured mortgage loans or marketable debt securities. In addition, during 2020 we recognized an impairment of $
10.7
million in an equity investment in an unconsolidated entity also recorded within allowance on loans receivable and investments in our Consolidated Statements of Income.
•
Deferred tax asset valuation allowance:
During 2020, we concluded that it was not more likely than not that deferred tax assets (primarily US federal NOL carryforwards which begin to expire in 2032) would be realized based on our cumulative loss in recent years for certain of our taxable REIT subsidiaries. As a result, we recorded a valuation allowance of $
56.4
million against these deferred tax assets on our Consolidated Balance Sheets with a corresponding charge to income tax benefit (expense) in our Consolidated Statements of Income. We maintained our conclusions regarding the realizability of deferred tax assets as of December 31, 2020.
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”) require us to identify entities for which control is achieved through means other than voting rights and to determine which business enterprise is the primary beneficiary of variable interest entities (“VIEs”). A VIE is broadly defined as an entity with one or more of the following characteristics: (a) the total equity investment at risk is insufficient to finance the entity’s activities without additional subordinated financial support; (b) as a group, the holders of the equity investment at risk lack (i) the ability to make decisions about the entity’s activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; and (c) the equity investors have voting rights that are not proportional to their economic interests, and substantially all of the entity’s activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. We consolidate our investment in a VIE when we determine that we are its primary beneficiary. We may change our original assessment of a VIE upon subsequent events such as the modification of contractual arrangements that affects the characteristics or adequacy of the entity’s equity investments at risk and the disposition of all or a portion of an interest held by the primary beneficiary.
We identify the primary beneficiary of a VIE as the enterprise that has both: (i) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the entity. We perform this analysis on an ongoing basis.
As it relates to investments in joint ventures, GAAP may preclude consolidation by the sole general partner in certain circumstances based on the type of rights held by the limited partner or partners. We assess limited partners’ rights and their impact on our consolidation conclusions, and we reassess if there is a change to the terms or in the exercisability of the rights of the limited partners, the sole general partner increases or decreases its ownership of limited partnership (“LP”) interests or there is an increase or decrease in the number of outstanding LP interests. We also apply this guidance to managing member interests in limited liability companies (“LLCs”).
We consolidate several VIEs that share the following common characteristics:
•
the VIE is in the legal form of an LP or LLC;
•
the VIE was designed to own and manage its underlying real estate investments;
•
we are the general partner or managing member of the VIE;
•
we own a majority of the voting interests in the VIE;
•
a minority of voting interests in the VIE are owned by external third parties, unrelated to us;
•
the minority owners do not have substantive kick-out or participating rights in the VIE; and
•
we are the primary beneficiary of the VIE.
We have separately identified certain special purpose entities that were established to allow investments in research and innovation projects by tax credit investors (“TCIs”). We have determined that these special purpose entities are VIEs, we are a holder of variable interests and we are the primary beneficiary of the VIEs, and therefore we consolidate these special
84
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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:
December 31, 2020
December 31, 2019
Total Assets
Total Liabilities
Total Assets
Total Liabilities
(In thousands)
NHP/PMB L.P.
$
649,128
$
238,168
$
666,404
$
244,934
Other identified VIEs
4,095,102
1,653,036
4,075,821
1,459,830
Tax credit VIEs
614,490
204,746
845,229
333,809
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. 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, net income or loss may be 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, 2020, third-party investors owned
3.3
million Class A limited partnership units in NHP/PMB (“OP Units”), which represented
31
% of the total units then outstanding, and we owned
7.3
million Class B limited partnership units in NHP/PMB, representing the remaining
69
%. At any time following the first anniversary of the date of their issuance, the OP Units may be redeemed at the election of the holder for cash or, at our option,
0.9051
shares of our common stock per OP Unit, subject to further adjustment in certain circumstances. We are party by assumption to a registration rights agreement with the holders of the OP Units that requires us, subject to the terms and conditions and certain exceptions set forth therein, to file and maintain a registration statement relating to the issuance of shares of our common stock upon redemption of OP Units.
As redemption rights are outside of our control, the redeemable OP Units are classified outside of permanent equity on our Consolidated Balance Sheets. We reflect the redeemable OP Units at the greater of cost or redemption value. As of December 31, 2020 and 2019, the fair value of the redeemable OP Units was $
146.0
million and $
171.2
million, respectively.
85
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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, 2020 and 2019. 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.
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”), new markets tax credits (“NMTCs”), or both. As of December 31, 2020, we owned
eight
properties that had syndicated HTCs or NMTCs, or both, to TCIs.
In general, TCIs invest cash into special purpose entities that invest in entities that own the subject property and generate the tax credits. The TCIs receive substantially all of the tax credits and hold only a nominal interest in the economic risk and benefits of the special purpose entities.
HTCs are delivered to the TCIs upon substantial completion of the project. NMTCs are allowed for up to
39
% of a qualified investment and are delivered to the TCIs after the investment has been funded and spent on a qualified business. HTCs are subject to
20
% recapture per year beginning one year after the completion of the historic rehabilitation of the subject property. NMTCs are subject to
100
% recapture until the end of the seventh year following the qualifying investment. We have provided the TCIs with certain guarantees which protect the TCIs from losses should a tax credit recapture event occur. The contractual arrangements with the TCIs include a put/call provision whereby we may be obligated or entitled to repurchase the interest of the TCIs in the special purpose entities at the end of the tax credit recapture period. We anticipate that either the TCIs will exercise their put rights or we will exercise our call rights prior to the applicable tax credit recapture periods.
The portion of the TCI’s investment that is attributed to the put is recorded at fair value at inception in accounts payable and other liabilities on our Consolidated Balance Sheets, and is accreted to the expected put price as interest expense in our Consolidated Statements of Income over the recapture period. The remaining balance of the TCI’s investment is initially recorded in accounts payable and other liabilities on our Consolidated Balance Sheets and will be relieved upon delivery of the tax credit to the TCI, as a reduction in the carrying value of the subject property, net of allocated expenses. Direct and incremental costs incurred in structuring the transaction are deferred and will be recognized as an increase in the cost basis of the subject property upon the recognition of the related tax credit as discussed above.
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.
86
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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 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 over the shortened lease term.
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.
87
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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 estimating the fair value of the reporting unit. On January 1, 2020, we adopted ASU 2017-04,
Simplifying the Test for Goodwill Impairment
, which removes the traditional “Step 2” of the goodwill impairment test that required a hypothetical purchase price allocation. A goodwill impairment, if any, will be recognized in the period it is determined and is now measured as the amount by which a reporting unit’s carrying value exceeds its fair value.
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 such as replacement cost or comparable transactions. 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.
88
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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.
On January 1, we adopted ASU 2016-13,
Measurement of Credit Losses on Financial Instruments
(“ASU 2016-13”). The amendments in ASU 2016-13 require us 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 prior guidance, we generally only considered past events and current conditions in measuring an incurred loss. We will establish a reserve for any estimated credit losses using this model with a corresponding charge to net income. We adopted ASU 2016-13 using the modified retrospective method and we established no reserve upon adoption. Our evaluation of credit losses of loans receivable is 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, current economic conditions and reasonable and supportable forecasts.
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.
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 $
23.0
million, $
20.2
million and $
18.1
million were included in interest expense for the years ended December 31, 2020, 2019 and 2018, 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. If we determine that a credit loss exists with respect to individual investments, we will recognize an allowance against the amortized cost basis of the investment with a corresponding charge to net income. 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
89
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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 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 whose fair value is determined on a recurring basis.
•
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.
90
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
◦
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.
•
Stock warrants -
We estimate the fair value of stock warrants using level two inputs that are obtained from public sources. Inputs include equity spot price, dividend yield, volatility and risk-free rate.
•
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 centers (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, 2020 and 2019, this cumulative excess totaled $
169.7
million and $
278.8
million, respectively (excluding properties classified as held for sale).
Certain of our leases provide for periodic increases in base rent only if certain revenue parameters or other substantive contingencies are met. We recognize the increased rental revenue under these leases as the related parameters or contingencies are met, rather than on a straight-line basis over the applicable lease term.
We assess the probability of collecting substantially all rents under our leases based on several factors, including, among other things, payment history, the financial strength of the tenant and any guarantors, the historical operations and operating trends of the property, the historical payment pattern of the tenant, the type of property, the value of the underlying collateral, if any, expected future performance of the property and current economic conditions. If our evaluation of these factors indicates it is not probable that we will be able to collect substantially all rents under the lease, we record 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 evaluate collectability of accrued interest receivables separate from the amortized cost basis of our loans. As such, we recognize interest income on an impaired loan to the extent we believe accrued contractual interest payments are collectable. Otherwise, interest income is recognized on a cash basis.
Accounting for Leased Property
We lease real property, primarily land and corporate office space, and equipment, primarily vehicles at our senior housing communities. At lease inception, we establish an operating lease asset and operating lease liability calculated as the
91
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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. 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.
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.
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.
92
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Segment Reporting
As of December 31, 2020, 2019 and 2018, 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 senior 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 senior 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. 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. 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 used January 1, 2019 as the 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 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.
Reclassifications
Certain prior year amounts have been reclassified to conform to the current year presentation. In 2020 and for all periods presented, certain tax and insurance related expenses have been reclassified from general, administrative and professional fees to other expense in our Consolidated Statements of Income.
NOTE 3–CONCENTRATION OF CREDIT RISK
As of December 31, 2020, Atria, Sunrise, Brookdale Senior Living, Ardent and Kindred managed or operated approximately
20.8
%,
10.4
%,
8.2
%,
4.9
% and
1.1
%, respectively, of our consolidated real estate investments based on gross book value (excluding properties classified as held for sale as of December 31, 2020). 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
15.6
% and
47.9
% of our consolidated real estate investments were senior 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, 2020). MOBs, research and innovation centers, IRFs and LTACs, health systems, skilled nursing facilities (“SNFs”) and secured loans receivable and investments collectively comprised the remaining
36.5
%. Our consolidated properties were located in
45
states, the District of Columbia, seven Canadian provinces and the United Kingdom as of December 31, 2020, 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, 2020, 2019 and 2018.
93
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Triple-Net Leased Properties
The following table reflects the concentration risk related to our triple-net leased properties for the periods presented:
For the Years Ended December 31,
2020
2019
2018
Revenues
(1)
:
Brookdale Senior Living
(2)
4.4
%
4.7
%
4.3
%
Ardent
3.2
3.1
3.1
Kindred
3.5
3.3
3.5
NOI:
Brookdale Senior Living
(2)
9.0
%
8.7
%
7.6
%
Ardent
6.6
5.8
5.7
Kindred
7.1
6.3
6.4
(1)
Total revenues include office building and other services revenue, income from loans and investments and interest and other income.
(2)
2020 results include $
21.3
million of amortization of up-front consideration received in 2020 from the Brookdale Lease. 2018 results include the impact of a net non-cash charge of $
21.3
million related to April 2018 lease extensions.
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, 2020, 2019 and 2018. Refer to Item 1A. Risk Factors.
Brookdale Transactions
In July 2020, we entered into a revised master lease agreement (the “Brookdale Lease”) and certain other agreements (together with the Brookdale Lease, the “Agreements”) with Brookdale Senior Living. The Agreements modify our current arrangements with Brookdale Senior Living as follows:
We received up-front consideration approximating $
235
million, which will be amortized over the remaining lease term and consisted of: (a) $
162
million in cash including $
47
million from the transfer to Ventas of deposits under the Brookdale Lease; (b) a $
45
million cash pay note (the “Note”), which has an initial interest rate of
9.0
%, increasing
50
basis points per annum, and matures on December 31, 2025; (c) $
28
million in warrants exercisable for
16.3
million shares of Brookdale Senior Living common stock, which are exercisable at any time prior to December 31, 2025 and have an exercise price of $
3.00
per share.
Base cash rent under the Brookdale Lease is set at $
100
million per annum starting in July 2020, with
three
percent annual escalators commencing on January 1, 2022. The Brookdale Lease is guaranteed by, and the Note is a direct obligation of, Brookdale Senior Living.
The warrants are classified within other assets on our Consolidated Balance Sheets. These warrants are measured at fair value with changes in fair value being recognized within other expense in our Consolidated Statements of Income.
Brookdale Senior Living transferred fee ownership of
five
senior living communities to us, in full satisfaction and repayment of a $
78
million loan to Brookdale Senior Living from us that was secured by the five communities. Brookdale Senior Living will now manage those communities for us under a terminable management agreement.
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
94
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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.
Holiday Transaction
In April 2020, we completed a transaction with affiliates of Holiday Retirement (collectively, “Holiday”), including (a) entry into a new, terminable management agreement with Holiday Management Company for our
26
independent living assets previously subject to a triple-net lease (the “Holiday Lease”) with Holiday; (b) termination of the Holiday Lease; and (c) our receipt from Holiday of $
33.8
million in cash from the transfer to us of deposits under the Holiday Lease and $
66
million in principal amount of secured notes. As a result of the Holiday Lease termination, we recognized $
50.2
million within triple-net leased rental income, composed of $
99.8
million of cash and notes received less $
49.6
million from the write-off of accumulated straight-line receivable.
2018 Kindred Transaction
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.
Future Contractual Rents
The following table sets forth the future contracted minimum rentals, excluding contingent rent escalations, but including straight-line rent adjustments where applicable, for all of our consolidated triple-net and office building leases as of December 31, 2020 (excluding properties classified as held for sale as of December 31, 2020):
Brookdale Senior Living
Ardent
Kindred
Other
Total
(In thousands)
2021
$
148,454
$
127,505
$
133,824
$
759,135
$
1,168,918
2022
148,016
127,505
133,828
680,952
1,090,301
2023
147,555
127,505
112,929
617,589
1,005,578
2024
147,090
127,505
102,479
567,525
944,599
2025
146,612
127,505
35,412
483,069
792,598
Thereafter
—
1,219,450
4,228
1,787,143
3,010,821
Total
$
737,727
$
1,856,975
$
522,700
$
4,895,413
$
8,012,815
Senior Living Operations
As of December 31, 2020, Atria and Sunrise, collectively, provided comprehensive property management and accounting services with respect to
258
of our
432
consolidated senior 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, provide accurate property-level financial results in a timely manner and otherwise operate our senior housing communities in compliance with the terms of our management agreements and all applicable laws and regulations.
95
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 4–ACQUISITIONS OF REAL ESTATE PROPERTY
The following summarizes our acquisition and development activities during 2020, 2019 and 2018. We acquire and invest in senior housing, medical office buildings, research and innovation centers and other 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.
2020 Acquisitions
During the year ended December 31, 2020, we acquired
two
research and innovation centers reported within our office operations reportable business segment,
seven
senior housing communities reported within our senior living operations reportable business segment and
one
LTAC reported within our triple-net leased properties reportable business segment for an aggregate consideration of $
249.5
million. Each of these acquisitions was accounted for as an asset acquisition.
2019 Acquisitions
In September 2019, we acquired an
87
% interest in
34
Canadian senior 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
senior 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
senior 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.
NOTE 5–DISPOSITIONS AND IMPAIRMENTS
2020 Activity
We recognized $
262.2
million of gains on sale of real estate in 2020 as described below.
In March 2020, we formed the Ventas Life Science and Healthcare Real Estate Fund, L.P. (the “Ventas Fund”), a perpetual life vehicle that focuses on investments in research and innovation centers, medical office buildings and senior housing communities in North America. To seed the Ventas Fund, we contributed
six
(
two
of which are on the same campus) stabilized research and innovation and medical office properties. We received cash consideration of $
620
million and a
21
% interest in the Ventas Fund. We recognized a gain on the transactions of $
225.1
million.
In October 2020, we formed a joint venture (the “R&I Development JV”) with GIC. To seed the R&I Development JV, we contributed our controlling ownership interest in four in-progress university-based research and innovation development projects (the “Initial R&I JV Projects”). At closing, GIC reimbursed Ventas for its share of costs incurred to date and we recognized a gain of $
13.7
million. We own an over
50
% interest and GIC owns a
45
% interest in the Initial R&I JV Projects. The R&I Development JV may be expanded in the future to include other pre-identified R&I development projects.
See “Note 7 - Investments in Unconsolidated Entities” for additional details on the Ventas Fund and the JV.
Also during 2020, we sold
four
MOBs,
four
senior housing communities,
22
triple-net leased properties and
one
land parcel for aggregate consideration of $
249.6
million, and we recognized a gain on the sale of these assets of $
23.4
million.
96
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2019 Activity
During the year ended December 31, 2019, we sold
ten
triple-net leased properties,
eight
MOBs,
six
senior 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 sale of these assets of $
26.0
million.
2018 Activity
During the year ended December 31, 2018, we sold
seven
senior 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 sale of these assets of $
46.2
million for the year ended December 31, 2018.
Assets Held for Sale
The table below summarizes our real estate assets classified as held for sale as of December 31, 2020 and 2019, including the amounts reported within other assets and accounts payable and other liabilities on our Consolidated Balance Sheets:
December 31, 2020
December 31, 2019
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
1
$
4,960
$
2,690
8
$
62,098
$
1,623
Office operations
(1)
—
15
101
1
5,177
499
Senior living operations
1
4,633
455
5
18,252
3,102
Total
2
$
9,608
$
3,246
14
$
85,527
$
5,224
(1)
Balances relate to anticipated post-closing settlements of working capital.
In September 2020,
one
senior housing community no longer met the criteria as being classified as held for sale. As a result, we adjusted the carrying amount of the asset by recognizing depreciation expense of $
0.1
million and classified the asset within net real estate investments on our Consolidated Balance Sheets for all periods presented.
Real Estate Impairment
We recognized impairments of $
153.8
million, $
133.6
million and $
29.5
million for the years ended December 31, 2020, 2019 and 2018, respectively, which are recorded primarily as a component of depreciation and amortization in our Consolidated Statements of Income. A significant portion of our 2020 charges resulted from the impact of COVID-19 and others were primarily the result of a change in our intent to hold the impaired assets (See “Note 1 – Description of Business - COVID-19 Update”). In most cases, we recognized an impairment in the periods in which our change in intent was made.
There were
no
impairments recorded as a result of natural disasters for the years ended December 31, 2020 and 2019; however, we recognized impairments of $
52.5
million for the year ended December 31, 2018 as a result of natural disasters which are recorded as a component of other in our Consolidated Statements of Income.
97
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 6–LOANS RECEIVABLE AND INVESTMENTS
As of December 31, 2020 and 2019, we had $
0.9
billion and $
1.0
billion, respectively, of net loans receivable and investments relating to senior 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:
Amortized Cost
Allowance
Unrealized Gain
Carrying Amount
Fair Value
(In thousands)
As of December 31, 2020:
Secured/mortgage loans and other, net
$
555,840
$
—
$
—
$
555,840
$
508,707
Government-sponsored pooled loan investments, net
(1)
55,154
(
8,846
)
3,419
49,727
49,727
Total investments reported as secured loans receivable and investments, net
610,994
(
8,846
)
3,419
605,567
558,434
Non-mortgage loans receivable, net
74,700
(
17,623
)
—
57,077
57,009
Marketable debt securities
(2)
213,334
—
24,219
237,553
237,553
Total loans receivable and investments, net
$
899,028
$
(
26,469
)
$
27,638
$
900,197
$
852,996
As of December 31, 2019:
Secured/mortgage loans and other, net
$
645,546
$
—
$
—
$
645,546
$
646,925
Government-sponsored pooled loan investments, net
(1)
52,178
—
6,888
59,066
59,066
Total investments reported as secured loans receivable and investments, net
697,724
—
6,888
704,612
705,991
Non-mortgage loans receivable, net
63,724
—
—
63,724
63,538
Marketable debt securities
(2)
213,062
—
24,298
237,360
237,360
Total loans receivable and investments, net
$
974,510
$
—
$
31,186
$
1,005,696
$
1,006,889
(1)
Investments in government-sponsored pool loans have contractual maturity dates in 2021 and 2023.
(2)
Investments in marketable debt securities have contractual maturity dates in 2024 and 2026.
2020 Activity
During the year ended December 31, 2020, we recognized $
34.7
million in expense in establishing allowances on our loan and investment portfolio. See “Note 1 - Description Of Business - COVID-19 Update.” In December 2020, we received $
10.5
million for partial repayment of previously reserved loans which was recorded within allowance on loans receivables and investments in our Consolidated Statements of Income.
During the year ended December 31, 2020, we received aggregate proceeds of $
106.1
million for the full repayment of the principal balances of various loans receivable with a weighted average interest rate of
8.3
% that were due to mature between 2020 and 2025, which resulted in total gains of $
1.4
million.
In April 2020, we received as consideration $
66
million of notes secured by equity pledges on real estate assets with an effective interest rate of
9.2
% in connection with the termination of the Holiday Lease. See “Note 3 – Concentration of Credit Risk.”
In July 2020, we entered into a $
45
million Note from Brookdale Senior Living in connection with certain revised Agreements, which is included above in Non-mortgage loans receivable, net. The Note has an initial interest rate of
9.0
%, increasing
50
basis points per annum, and matures on December 31, 2025. In addition, Brookdale transferred fee ownership of
five
senior living communities to us, in full satisfaction and repayment of a $
78
million loan to Brookdale Senior Living from us that was secured by the five communities. See “Note 3 – Concentration of Credit Risk.”
98
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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.”
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 invest in both real estate entities and operating entities which are described further below.
Investments in Unconsolidated Real Estate Entities
Through our newly formed Ventas Investment Management Platform, we partner with third-party institutional investors to invest in healthcare real estate through various joint ventures and other co-investment vehicles. Below is a summary of our investment in unconsolidated real estate entities as of December 31, 2020 and 2019, respectively:
Carrying Amount
As of December 31,
Ownership
(1)
2020
2019
(In thousands)
Investment in unconsolidated real estate entities:
Ventas Life Science & Healthcare Real Estate Fund
22.9
%
$
279,983
$
—
Pension Fund Joint Venture
22.8
%
34,690
41,739
Research & Innovation Development Joint Venture
50.3
%
123,445
—
Ventas Investment Management Platform
438,118
41,739
All other
(2)
34.0
%-
50.0
%
5,570
3,283
Total investment unconsolidated real estate entities
$
443,688
$
45,022
(1)
The entities in which we have an ownership interest may have less than a 100% interest in the underlying real estate. The ownership percentages in the table reflect Ventas’ interest in the underlying real estate.
(2)
Includes investments in land parcels, parking structures and other de minimis investments in unconsolidated real estate entities.
In March 2020, we formed the Ventas Fund, in which we are the sponsor and general partner. See “Note 5 – Dispositions and Impairments.” In October 2020, the Ventas Fund acquired a portfolio of
three
life science properties in the South San Francisco life science cluster for $
1.0
billion, which increased assets under management to $
1.8
billion as of December 31, 2020. The acquisition was financed with a $
415
million mortgage loan bearing interest at a fixed rate of
2.6
% per annum.
99
In October 2020, we formed the R&I Development JV. See “Note 5 – Dispositions and Impairments.” We own an over
50
% interest and GIC owns a
45
% interest in the Initial R&I JV Projects. We act as manager of the R&I Develoment JV, with customary rights and obligations, and will receive customary fees and incentives. Our exclusive development partner, Wexford Science & Technology, remains the developer of, and a minority partner in, all of the projects. The R&I Development JV may be expanded in the future to include other pre-identified R&I development projects.
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.
We provide various services to our unconsolidated real estate entities in exchange for fees and reimbursements. Total management fees earned in connection with these services were $
6.7
million, $
3.4
million and $
5.8
million for the years ended December 31, 2020, 2019 and 2018, respectively, which is included in office building and other services revenue in our Consolidated Statements of Income.
Investments in Unconsolidated Operating Entities
We own investments in unconsolidated operating entities such as Ardent, Atria and Eclipse Senior Living, Inc. (“ESL”), which are included within other assets on our Consolidated Balance Sheets. Our
34
% ownership interest in Atria entitles us to customary minority rights and protections, including the right to appoint
two
of
six
members to the Atria Board of Directors. Our
34
% ownership interest in ESL entitles us to customary minority rights and protections, including the right to appoint
two
of
six
members to the ESL Board of Directors. ESL management owns the
66
% controlling interest. Our
9.8
% ownership interest in Ardent entitles us to customary minority rights and protections, as well as the right to appoint
one
of
11
members on the Ardent Board of Directors.
In June 2020, as a result of COVID-19, we recognized an impairment charge of $
10.7
million related to our investment in an unconsolidated operating entity. See “Note 1 – Description of Business - COVID-19 Update.”
NOTE 8–INTANGIBLES
The following is a summary of our intangibles:
As of December 31, 2020
As of December 31, 2019
Balance
Remaining
Weighted Average
Amortization
Period in Years
Balance
Remaining
Weighted Average
Amortization
Period in Years
(Dollars in thousands)
Intangible assets:
Above market lease intangibles
$
140,096
6.4
$
145,891
6.9
In-place and other lease intangibles
1,090,790
10.7
1,162,187
10.6
Goodwill
1,051,650
N/A
1,051,161
N/A
Other intangibles
35,870
10.0
35,837
10.9
Accumulated amortization
(
941,462
)
N/A
(
922,668
)
N/A
Net intangible assets
$
1,376,944
10.3
$
1,472,408
10.2
Intangible liabilities:
Below market lease intangibles
$
339,265
14.3
$
349,357
14.5
Other lease intangibles
13,498
N/A
13,498
N/A
Accumulated amortization
(
212,655
)
N/A
(
203,834
)
N/A
Purchase option intangibles
3,568
N/A
3,568
N/A
Net intangible liabilities
$
143,676
14.3
$
162,589
14.5
N/A—Not Applicable
100
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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. For the years ended December 31, 2020, 2019 and 2018, our net amortization related to these intangibles was $
45.7
million, $
59.2
million and $
49.2
million, respectively.
The following is a summary of the estimated net amortization related to these intangibles for each of the next five years:
Estimated Net Amortization
(In thousands)
2021
$
50,421
2022
42,787
2023
31,343
2024
16,932
2025
8,977
The table below reflects the carrying amount of goodwill, by segment, as of December 31, 2020:
Goodwill
(In thousands)
Triple-net leased properties
$
322,270
Senior living operations
259,482
Office operations
469,898
Total goodwill
$
1,051,650
NOTE 9–OTHER ASSETS
The following is a summary of our other assets:
As of December 31,
2020
2019
(In thousands)
Straight-line rent receivables
$
169,711
$
278,833
Non-mortgage loans receivable, net
57,077
63,724
Stock warrants
50,098
—
Marketable debt securities
237,553
237,360
Other intangibles, net
4,659
5,149
Investment in unconsolidated operating entities
63,768
59,301
Other
224,363
233,349
Total other assets
$
807,229
$
877,716
101
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:
As of December 31,
2020
2019
(In thousands)
Unsecured revolving credit facility
(1)
$
39,395
$
120,787
Commercial paper notes
—
567,450
Secured revolving construction credit facility due 2022
154,098
160,492
Floating Rate Senior Notes, Series F due 2021
(2)
235,664
231,018
3.25% Senior Notes due 2022
263,687
500,000
3.30% Senior Notes, Series C due 2022
(2)
196,386
192,515
Unsecured term loan due 2023
200,000
200,000
3.125% Senior Notes due 2023
400,000
400,000
3.10% Senior Notes due 2023
400,000
400,000
2.55% Senior Notes, Series D due 2023
(2)
216,025
211,767
3.50% Senior Notes due 2024
400,000
400,000
3.75% Senior Notes due 2024
400,000
400,000
4.125% Senior Notes, Series B due 2024
(2)
196,386
192,515
2.80% Senior Notes, Series E due 2024
(2)
471,328
462,036
Unsecured term loan due 2025
(2)
392,773
385,030
3.50% Senior Notes due 2025
600,000
600,000
2.65% Senior Notes due 2025
450,000
450,000
4.125% Senior Notes due 2026
500,000
500,000
3.25% Senior Notes due 2026
450,000
450,000
3.85% Senior Notes due 2027
400,000
400,000
4.00% Senior Notes due 2028
650,000
650,000
4.40% Senior Notes due 2029
750,000
750,000
3.00% Senior Notes due 2030
650,000
650,000
4.75% Senior Notes due 2030
500,000
—
6.90% Senior Notes due 2037
52,400
52,400
6.59% Senior Notes due 2038
22,823
22,823
5.70% Senior Notes due 2043
300,000
300,000
4.375% Senior Notes due 2045
300,000
300,000
4.875% Senior Notes due 2049
300,000
300,000
Mortgage loans and other
2,092,106
1,996,969
Total
11,983,071
12,245,802
Deferred financing costs, net
(
68,343
)
(
79,939
)
Unamortized fair value adjustment
12,618
20,056
Unamortized discounts
(
31,934
)
(
27,146
)
Senior notes payable and other debt
$
11,895,412
$
12,158,773
(1)
As of December 31, 2020 and 2019, respectively, $
12.2
million and $
26.2
million of aggregate borrowings were denominated in Canadian dollars. Aggregate borrowings of $
27.2
million and $
27.6
million were denominated in British pounds as of December 31, 2020 and 2019, respectively.
(2)
Canadian Dollar debt obligations shown in US Dollars.
102
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Credit Facilities, Commercial Paper and Unsecured Term Loans
As of
December 31, 2020, our unsecured credit facility was comprised of a $
3.0
billion unsecured revolving credit facility priced at LIBOR plus
0.875
% based on the Company’s debt ratings, which was scheduled to mature in 2021. Following December 31, 2020, we entered into an amended and restated unsecured credit facility (the “New Credit Facility”) comprised of a $
2.75
billion unsecured revolving credit facility initially priced at LIBOR plus
0.825
% based on the Company’s debt ratings. The New Credit Facility matures in 2025, but may be extended at our option subject to the satisfaction of certain conditions, for
two
additional periods of
six months
each. The New 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 imposed 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. The New Credit Facility imposes similar restrictions.
As of December 31, 2020, $
39.4
million was outstanding under the unsecured revolving credit facility with an additional $
24.9
million restricted to support outstanding letters of credit. In addition, we limit our utilization of the unsecured revolving credit facility, to the extent necessary, to support our commercial paper program when commercial paper notes are outstanding. We had $
2.9
billion in available liquidity under the unsecured revolving credit facility as of December 31, 2020. In connection with the New Credit Facility, we paid off all amounts outstanding under the existing unsecured revolving credit facility as of January 29, 2021 by drawing down the same amount under the New Credit Facility.
Our wholly owned subsidiary, Ventas Realty, Limited Partnership (“Ventas Realty”), 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, 2020, we had
no
borrowings outstanding under our commercial paper program.
As of December 31, 2020, 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, 2020, we had a $
400.0
million secured revolving construction credit facility with $
154.1
million of borrowings outstanding. The secured revolving construction credit facility matures in 2022 and is primarily used to finance the development of research and innovation centers and other construction projects.
In September 2019, we entered into a new C$
500
million unsecured term loan facility priced at Canadian Dollar Offered Rate (“CDOR”) plus
0.90
% that matures in 2025.
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.
Senior Notes
As of December 31, 2020, we had outstanding $
7.7
billion aggregate principal amount of senior notes issued by Ventas Realty ($
263.7
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.
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
103
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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.
2021 Senior Notes Activity
In February 2021, in order to reduce near-term maturities, we issued a make whole redemption for the entirety of the $400 million outstanding aggregate principal amount of 3.10% senior notes due January 2023. The redemption is expected to settle in March 2021 and will be funded primarily with cash on hand.
2020 Senior Notes Activity
In April 2020, Ventas Realty issued and sold $
500.0
million aggregate principal amount of
4.75
% senior notes due 2030 at an amount equal to
97.86
% of par.
In October 2020, we redeemed, pursuant to a cash tender offer, $
236.3
million aggregate principal amount then outstanding of our
3.25
% senior notes due 2022 at
104.14
% of par value, plus accrued and unpaid interest to the payment date. As a result, we recognized a loss on extinguishment of debt of $
11.1
million during the year ended December 31, 2020.
2019 Senior Notes 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.
104
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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.
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.
Mortgages
At December 31, 2020, we had
89
mortgage loans outstanding in the aggregate principal amount of $
2.1
billion which is secured by 78 of our properties. Of these loans,
66
loans in the aggregate principal amount of $
1.4
billion bear interest at fixed rates ranging from
1.5
% to
13.0
% per annum, and
23
loans in the aggregate principal amount of $
702.9
million bear interest at variable rates ranging from
0.1
% to
2.9
% per annum as of December 31, 2020. At December 31, 2020, the weighted average annual rate on our fixed rate mortgage loans was
3.5
%, and the weighted average annual rate on our variable rate mortgage loans was
1.9
%. Our mortgage loans had a weighted average maturity of
3.9
years as of December 31, 2020.
During the years ended December 31, 2020 and 2019, we repaid in full mortgage loans in the aggregate principal amount of $
60.9
million and $
97.7
million, respectively.
In September 2019, we assumed C$
1.2
billion mortgage debt (included in the $
2.1
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.”
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, 2020:
Principal Amount
Due at Maturity
Unsecured Revolving
Credit
Facility and Commercial Paper Notes
(1)
Scheduled Periodic
Amortization
Total Maturities
(In thousands)
2021
$
511,971
$
39,395
$
44,651
$
596,017
2022
1,070,861
—
38,602
1,109,463
2023
1,609,373
—
24,821
1,634,194
2024
1,610,581
—
18,587
1,629,168
2025
1,619,872
—
14,894
1,634,766
Thereafter
5,285,913
—
93,550
5,379,463
Total maturities
$
11,708,571
$
39,395
$
235,105
$
11,983,071
(1)
At December 31, 2020, we had unrestricted cash and cash equivalents of $
413.3
million, which exceeds the borrowings outstanding under our unsecured revolving credit facility and commercial paper program.
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.
105
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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, 2020, 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, 2020, our variable rate debt obligations of $
1.5
billion reflect, in part, the effect of $
146.7
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, 2020, our fixed rate debt obligations of $
10.5
billion reflect, in part, the effect of $
305.9
million and C$
145.7
million notional amount of interest rate swaps with maturities ranging from January 2023 to December 2029, in each case that effectively convert variable rate debt to fixed rate debt.
NOTE 11–FAIR VALUES OF FINANCIAL INSTRUMENTS
The carrying amounts and fair values of our financial instruments were as follows:
As of December 31, 2020
As of December 31, 2019
Carrying
Amount
Fair Value
Carrying
Amount
Fair Value
(In thousands)
Assets:
Cash and cash equivalents
$
413,327
$
413,327
$
106,363
$
106,363
Escrow deposits and restricted cash
38,313
38,313
39,739
39,739
Stock warrants
50,098
50,098
—
—
Secured mortgage loans and other, net
555,840
508,707
645,546
646,925
Non-mortgage loans receivable, net
57,077
57,009
63,724
63,538
Marketable debt securities
237,553
237,553
237,360
237,360
Government-sponsored pooled loan investments, net
49,727
49,727
59,066
59,066
Derivative instruments
2
2
738
738
Liabilities:
Senior notes payable and other debt, gross
11,983,071
13,075,337
12,245,802
12,778,758
Derivative instruments
28,338
28,338
12,987
12,987
Redeemable OP Units
145,983
145,983
171,178
171,178
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:
three
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
106
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2006 Incentive Plan, the 2006 Stock Plan for Directors, and the 2012 Incentive Plan);
one
plan under which executive officers may receive deferred 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 deferred 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, 2020, 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, 2020 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, 2020.
•
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, 2020.
•
2012 Incentive Plan—
10.7
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 grants or issuance to employees and non-employee directors, and
2.7
million shares (plus the number of shares or options outstanding under the 2006 Plans as of December 31, 2020 that were or are subsequently forfeited or expire unexercised) were available for future issuance as of December 31, 2020.
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 2020:
Shares (000’s)
Weighted Average
Exercise Price
Weighted
Average
Remaining
Contractual
Life (years)
Intrinsic
Value
($000’s)
Outstanding as of December 31, 2019
4,077
$
60.49
Options granted
—
—
Options exercised
(
111
)
45.75
Options forfeited
(
9
)
60.50
Options expired
(
3
)
60.50
Outstanding as of December 31, 2020
3,954
60.90
4.8
$
462
Exercisable as of December 31, 2020
3,954
60.90
4.8
$
462
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. As of December 31, 2020 there was
no
unrecognized compensation expense relating to stock options. Compensation costs related to stock options for the years ended December 31, 2019 and 2018 were $
0.3
million and $
2.6
million, respectively.
Aggregate proceeds received from options exercised under the Plans for the years ended December 31, 2020, 2019 and 2018 were $
5.1
million, $
36.1
million and $
8.8
million, respectively. The total intrinsic value at exercise of options exercised during the years ended December 31, 2020, 2019 and 2018 was $
1.3
million, $
12.3
million and $
3.1
million, respectively. There was
no
deferred income tax benefit for stock options exercised.
107
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Restricted Stock and Restricted Stock Units
We recognize the fair value of shares of restricted stock and restricted stock units (including time-based and performance-based awards) 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 $
21.4
million, $
33.6
million and $
27.3
million in 2020, 2019 and 2018, 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. In addition to customary change in control vesting provisions, awards for executive officers will also generally vest to the executives if at a future termination date, they have attained a combined number of age and years of service of at least 75, with a minimum age of 62.
A summary of the status of our non-vested restricted stock and restricted stock units (including time-based and performance-based awards) as of December 31, 2020, and changes during the year ended December 31, 2020, follows:
Restricted
Stock
(000’s)
Weighted
Average
Grant Date
Fair Value
Restricted
Stock Units (000’s)
Weighted
Average
Grant Date
Fair Value
Nonvested at December 31, 2019
248
$
58.21
539
$
56.99
Granted
170
44.36
446
59.81
Vested
(
136
)
56.54
(
271
)
55.14
Forfeited
(
49
)
54.08
—
—
Nonvested at December 31, 2020
233
49.94
714
59.46
As of December 31, 2020, we had $
19.8
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
1.80
years. The total fair value at the vesting date for restricted stock and restricted stock units that vested during the years ended December 31, 2020, 2019 and 2018 was $
19.8
million, $
31.6
million and $
15.5
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, 2020,
0.2
million shares had been purchased under the ESPP and
2.8
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 2020, we made contributions for each qualifying employee of up to
3.5
% of his or her salary, subject to certain limitations. During 2020, 2019 and 2018, our aggregate contributions were approximately $
1.6
million, $
1.5
million and $
1.5
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.
108
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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,
2020
2019
2018
Tax treatment of distributions:
Ordinary income
$
—
$
—
$
—
Qualified ordinary income
0.00696
0.12230
0.00375
199A qualified business income
2.14381
2.22898
2.97465
Long-term capital gain
0.28450
—
0.05916
Unrecaptured Section 1250 gain
0.04973
0.03434
0.12244
Non-dividend distribution
—
0.78438
—
Distribution reported for 1099-DIV purposes
2.48500
3.17000
3.16000
Add: Dividend declared in current year and taxable in following year
0.45000
0.79250
0.79250
Less: Dividend declared in prior year and taxable in current year
(
0.79250
)
(
0.79250
)
(
0.79000
)
Distribution declared per common share outstanding
$
2.14250
$
3.17000
$
3.16250
We believe we have met the annual REIT distribution requirement by payment of at least
90
% of our estimated taxable income for 2020, 2019 and 2018.
Our consolidated benefit for income taxes was as follows:
For the Years Ended December 31,
2020
2019
2018
(In thousands)
Current - Federal
$
402
$
(
1,840
)
$
(
2,953
)
Current - State
2,107
2,118
1,332
Deferred - Federal
(
56,835
)
(
49,532
)
(
32,492
)
Deferred - State
(
35,447
)
(
3,353
)
(
825
)
Current - Foreign
2,929
2,335
1,892
Deferred - Foreign
(
9,690
)
(
6,038
)
(
6,907
)
Total
$
(
96,534
)
$
(
56,310
)
$
(
39,953
)
The 2020 income tax benefit is primarily due to a $
95.9
million net deferred tax benefit from an internal restructuring of certain US taxable REIT subsidiaries completed in the first quarter, partially offset by a valuation allowance recorded against certain deferred tax assets in the second quarter.
During the second quarter of 2020, we determined that the future tax benefits of certain deferred tax assets (primarily US federal NOL carryforwards which begin to expire in 2031) were not more likely than not to be realized.
The 2019 income tax benefit was primarily due to the $
57.7
million reversal of valuation allowances recorded against the net deferred tax assets of certain of our TRS entities.
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, 2020, 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.
109
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
A reconciliation of income tax expense and benefit, which is computed by applying the federal corporate tax rate for the years ended December 31, 2020, 2019 and 2018, to the income tax benefit is as follows:
For the Years Ended December 31,
2020
2019
2018
(In thousands)
Tax at statutory rate on earnings from continuing operations before unconsolidated entities, noncontrolling interest and income taxes
$
27,132
$
77,803
$
80,811
State income taxes, net of federal benefit
(
1,967
)
2,341
(
253
)
Change in valuation allowance from ordinary operations
86,359
(
47,227
)
(
5,451
)
Decrease in ASC 740 income tax liability
—
—
(
4,347
)
Tax at statutory rate on earnings not subject to federal income taxes
(
53,808
)
(
90,862
)
(
89,947
)
Foreign rate differential and foreign taxes
3,342
1,407
1,924
Change in tax status of TRS
(
150,287
)
(
52
)
359
Effect of the 2017 Tax Act
—
—
(
23,160
)
Other differences
(
7,305
)
280
111
Income tax benefit
$
(
96,534
)
$
(
56,310
)
$
(
39,953
)
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:
As of December 31,
2020
2019
2018
(In thousands)
Property, primarily differences in depreciation and amortization, the tax basis of land assets and the treatment of interests and certain costs
$
(
60,494
)
$
(
257,373
)
$
(
269,758
)
Operating loss and interest deduction carryforwards
124,606
136,771
133,243
Expense accruals and other
10,516
7,380
11,910
Valuation allowance
(
127,279
)
(
40,114
)
(
80,614
)
Net deferred tax liabilities
$
(
52,651
)
$
(
153,336
)
$
(
205,219
)
Our net deferred tax liability decreased $
100.7
million during 2020 primarily due to a change in the tax status of certain of our TRS entities. This was offset by the recording of valuation allowances against $
54.4
million of other deferred tax assets. 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.
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 2020, 2019 and 2018 are $
83.2
million, $
21.2
million and $
55.1
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, 2020, 2019 and 2018, the REIT had NOL carryforwards of $
896.4
million, $
858.6
million and $
910.7
million, respectively. Additionally, the REIT has $
10.8
million of federal income tax credits that were carried over from acquisitions. These amounts can be used to offset future taxable income (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.
110
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For the years ended December 31, 2020 and 2019, the net difference between tax bases and the reported amount of REIT assets and liabilities for federal income tax purposes was approximately $
3.6
billion and $
3.5
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, 2017 and subsequent years and are subject to audit by state taxing authorities for the year ended December 31, 2016 and subsequent years. We are subject to audit generally under the statutes of limitation by the Canada Revenue Agency and provincial authorities with respect to the Canadian entities for the year ended December 31, 2016 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 2019.
The following table summarizes the activity related to our unrecognized tax benefits:
2020
2019
(In thousands)
Balance as of January 1
$
12,127
$
12,344
Additions to tax positions related to prior years
74
178
Subtractions to tax positions related to prior years
(
6,144
)
(
395
)
Balance as of December 31
$
6,057
$
12,127
Included in these unrecognized tax benefits of $
6.1
million and $
12.1
million at December 31, 2020 and 2019, respectively, were $
5.3
million and $
10.7
million of tax benefits at December 31, 2020 and 2019, respectively, that, if recognized, would reduce our annual effective tax rate. We accrued
no
interest or penalties related to the unrecognized tax benefits during 2020. We do not expect our unrecognized tax benefits to increase or decrease materially in 2021.
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.
NOTE 14–COMMITMENTS AND CONTINGENCIES
From time to time, we are party to various lawsuits, investigations, claims and other legal and regulatory proceedings arising in connection with our business. In certain circumstances, regardless of whether we are a named party in a lawsuit, investigation, claim or other legal or regulatory proceeding, we may be contractually obligated to indemnify, defend and hold harmless our tenants, operators, managers or other third parties against, or may otherwise be responsible for, such actions, proceedings or claims. These claims may include, among other things, professional liability and general liability claims, commercial liability claims, unfair business practices claims and employment claims, as well as regulatory proceedings, including proceedings related to our senior living operations, where we are typically the holder of the applicable healthcare license. These claims may not be fully insured and some may allege large damage amounts.
It is the opinion of management, that the disposition of any such lawsuits, investigations, claims and other legal and regulatory proceedings that are currently pending will not, individually or in the aggregate, have a material adverse effect on us. However, regardless of the merits of a particular action, investigation or claim, 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 lawsuits, investigations, claims and other legal and regulatory proceedings, 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.
Operating Leases
We lease land, equipment and corporate office space. At inception, we establish an operating lease asset and operating lease liability represented 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 of lease payments. The incremental borrowing rates were adjusted for the length of the individual lease term. The weighted average discount rate and remaining lease term of our leases are
7.25
% and
36.7
years, respectively. Operating lease assets and liabilities are not recognized for leases with an initial term of 12 months or less, as these short-term leases are accounted for similar to previous guidance.
111
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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 and administrative expenses in the Company’s Consolidated Statements of Operation. For the years ended December 31, 2020 and 2019, we recognized $
32.1
million and $
32.6
million of expense relating to our leases. For the years ended December 31, 2020 and 2019, cash paid for leases was $
25.4
million and $
25.8
million, respectively as reported within operating cash outflows in our Consolidated Statements of Cash Flow.
The following table summarizes future minimum lease obligations under non-cancelable ground and other operating leases as of December 31, 2020 (in thousands):
2021
$
24,363
2022
20,041
2023
19,725
2024
18,866
2025
16,708
Thereafter
654,060
Total undiscounted minimum lease payments
753,763
Less: imputed interest
(
543,846
)
Operating lease liabilities
$
209,917
NOTE 15–EARNINGS PER SHARE
The following table shows the amounts used in computing our basic and diluted earnings per common share:
For the Years Ended December 31,
2020
2019
2018
(In thousands, except per share amounts)
Numerator for basic and diluted earnings per share:
Income from continuing operations
$
441,185
$
439,297
$
415,991
Discontinued operations
—
—
(
10
)
Net income
441,185
439,297
415,981
Net income attributable to noncontrolling interests
2,036
6,281
6,514
Net income attributable to common stockholders
$
439,149
$
433,016
$
409,467
Denominator:
Denominator for basic earnings per share—weighted average shares
373,368
365,977
356,265
Effect of dilutive securities:
Stock options
—
391
174
Restricted stock awards
171
527
331
OP unitholder interests
2,964
2,991
2,531
Denominator for diluted earnings per share—adjusted weighted average shares
376,503
369,886
359,301
Basic earnings per share:
Income from continuing operations
$
1.18
$
1.20
$
1.17
Net income attributable to common stockholders
1.18
1.18
1.15
Diluted earnings per share:
Income from continuing operations
$
1.17
$
1.19
$
1.16
Net income attributable to common stockholders
1.17
1.17
1.14
There were
4.0
million,
1.1
million and
3.5
million anti-dilutive options outstanding for the years ended December 31, 2020, 2019 and 2018, respectively.
112
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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”). As of December 31, 2020, we have $
755.5
million remaining under our existing ATM program. During the years ended December 31, 2020 and 2019, we sold
1.5
million and
2.7
million shares of our common stock under our ATM program for gross proceeds of $
44.88
and $
66.75
per share, respectively. During the year ended December 31, 2018, we sold
no
shares of common stock 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.
Excess Share Provision
In order to preserve our ability to maintain REIT status, our Amended and Restated Certificate of Incorporation (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 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, 2020, 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:
As of December 31,
2020
2019
(In thousands)
Foreign currency translation
$
(
51,947
)
$
(
51,743
)
Available for sale securities
25,712
27,380
Derivative instruments
(
28,119
)
(
10,201
)
Total accumulated other comprehensive loss
$
(
54,354
)
$
(
34,564
)
113
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Redeemable OP Unitholder and Noncontrolling Interests
The following is a roll-forward of our redeemable OP unitholder and noncontrolling interests for 2020:
Redeemable OP Unitholder Interests
Redeemable Noncontrolling Interests
Total Redeemable OP Unitholder and Noncontrolling Interests
(In thousands)
Balance as of December 31, 2019
$
171,178
$
102,500
$
273,678
New issuances
—
16,593
16,593
Change in valuation
(
18,638
)
(
8,068
)
(
26,706
)
Dispositions
—
(
14,350
)
(
14,350
)
Distributions and other
(
6,247
)
1,071
(
5,176
)
Redemptions
(
310
)
(
8,239
)
(
8,549
)
Balance as of December 31, 2020
$
145,983
$
89,507
$
235,490
NOTE 17–RELATED PARTY TRANSACTIONS
Atria provides comprehensive property management and accounting services with respect to our senior housing communities that Atria operates, for which we pay annual management fees pursuant to long-term management agreements. For the years ended December 31, 2020, 2019 and 2018, we incurred fees to Atria of $
55.2
million, $
62.1
million and $
60.1
million, respectively, the majority of which are recorded within property-level operating expenses in our Consolidated Statements of Income.
We hold a
34
% ownership interest in Atria, which entitles us to customary minority rights and protections, as well as the right to appoint
two
of the
six
members on the Atria Board of Directors.
As of December 31, 2020, we leased
11
hospital campuses to Ardent pursuant to a single, triple-net master lease agreement. For the years ended December 31, 2020, 2019 and 2018, we recognized rental income from Ardent of $
122.6
million, $
118.8
million and $
114.8
million, respectively, relating to the Ardent master lease.
In June 2018, we 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.
We hold a
9.8
% ownership interest in Ardent, which entitles us to customary minority rights and protections, as well as the right to appoint
one
of the
11
members on the Ardent Board of Directors.
In January 2018, we transitioned the management of
76
private-pay senior 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, 2020, 2019 and 2018, we incurred $
5.2
million, $
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, primarily 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 minority rights and protections, as well as the right to appoint
two
of the
six
members of the ESL Board of Directors. ESL management owns the
66
% controlling interest.
ESL provides comprehensive property management and accounting services with respect to our senior housing communities that ESL operates, for which we pay annual management fees pursuant to a management agreement. For the years ended December 31, 2020, 2019 and 2018, we incurred fees to ESL of $
15.1
million, $
14.6
million and $
12.9
million,
114
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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:
For the Year Ended December 31, 2020
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
(In thousands, except per share amounts)
Revenues
$
1,012,054
$
943,198
$
918,940
$
921,165
Income (loss) from continuing operations
$
474,730
$
(
159,235
)
$
13,737
$
111,953
Net income (loss)
474,730
(
159,235
)
13,737
111,953
Net income (loss) attributable to noncontrolling interests
1,613
(
2,065
)
986
1,502
Net income (loss) attributable to common stockholders
$
473,117
$
(
157,170
)
$
12,751
$
110,451
Basic earnings per share:
Income (loss) from continuing operations
$
1.27
$
(
0.43
)
$
0.04
$
0.30
Net income (loss) attributable to common stockholders
1.27
(
0.42
)
0.03
0.29
Diluted earnings per share
(1)
:
Income (loss) from continuing operations
$
1.26
$
(
0.43
)
$
0.04
$
0.30
Net income (loss) attributable to common stockholders
1.26
(
0.42
)
0.03
0.29
Dividends declared per common share
$
0.7925
$
0.4500
$
0.4500
$
0.4500
(1)
Potential common shares are not included in the computation of diluted earnings per share when a loss from continuing operations exists, as the effect would be an antidilutive per share amount.
For the Year Ended December 31, 2019
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
(In thousands, except per share amounts)
Revenues
$
942,874
$
950,717
$
983,155
$
996,004
Income from continuing operations
$
127,588
$
211,898
$
86,918
$
12,893
Net income
127,588
211,898
86,918
12,893
Net income attributable to noncontrolling interests
1,803
1,369
1,659
1,450
Net income attributable to common stockholders
$
125,785
$
210,529
$
85,259
$
11,443
Basic earnings per share:
Income from continuing operations
$
0.36
$
0.59
$
0.23
$
0.03
Net income attributable to common stockholders
0.35
0.58
0.23
0.03
Diluted earnings per share:
Income from continuing operations
$
0.35
$
0.58
$
0.23
$
0.03
Net income attributable to common stockholders
0.35
0.58
0.23
0.03
Dividends declared per common share
$
0.7925
$
0.7925
$
0.7925
$
0.7925
115
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 19–SEGMENT INFORMATION
As of December 31, 2020, 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 senior 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 senior 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.
116
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Summary information by reportable business segment is as follows:
For the Year Ended December 31, 2020
Triple-Net
Leased
Properties
Senior
Living
Operations
Office
Operations
All
Other
Total
(In thousands)
Revenues:
Rental income
$
695,265
$
—
$
799,627
$
—
$
1,494,892
Resident fees and services
—
2,197,160
—
—
2,197,160
Office building and other services revenue
—
—
8,675
6,516
15,191
Income from loans and investments
—
—
—
80,505
80,505
Interest and other income
—
—
—
7,609
7,609
Total revenues
$
695,265
$
2,197,160
$
808,302
$
94,630
$
3,795,357
Total revenues
$
695,265
$
2,197,160
$
808,302
$
94,630
$
3,795,357
Less:
Interest and other income
—
—
—
7,609
7,609
Property-level operating expenses
22,160
1,658,671
256,612
—
1,937,443
Office building services costs
—
—
2,315
—
2,315
Segment NOI
$
673,105
$
538,489
$
549,375
$
87,021
1,847,990
Interest and other income
7,609
Interest expense
(
469,541
)
Depreciation and amortization
(
1,109,763
)
General, administrative and professional fees
(
130,158
)
Loss on extinguishment of debt, net
(
10,791
)
Merger-related expenses and deal costs
(
29,812
)
Allowance on loans receivable and investments
(
24,238
)
Other
(
707
)
Income from unconsolidated entities
1,844
Gain on real estate dispositions
262,218
Income tax benefit
96,534
Income from continuing operations
441,185
Net income
441,185
Net income attributable to noncontrolling interests
2,036
Net income attributable to common stockholders
$
439,149
117
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For the Year Ended December 31, 2019
Triple-Net
Leased
Properties
Senior
Living
Operations
Office
Operations
All
Other
Total
(In thousands)
Revenues:
Rental income
$
780,898
$
—
$
828,978
$
—
$
1,609,876
Resident fees and services
—
2,151,533
—
—
2,151,533
Office building and other services revenue
—
—
7,747
3,409
11,156
Income from loans and investments
—
—
—
89,201
89,201
Interest and other income
—
—
—
10,984
10,984
Total revenues
$
780,898
$
2,151,533
$
836,725
$
103,594
$
3,872,750
Total revenues
$
780,898
$
2,151,533
$
836,725
$
103,594
$
3,872,750
Less:
Interest and other income
—
—
—
10,984
10,984
Property-level operating expenses
26,561
1,521,398
260,249
—
1,808,208
Office building services costs
—
—
2,319
—
2,319
Segment NOI
$
754,337
$
630,135
$
574,157
$
92,610
2,051,239
Interest and other income
10,984
Interest expense
(
451,662
)
Depreciation and amortization
(
1,045,620
)
General, administrative and professional fees
(
158,726
)
Loss on extinguishment of debt, net
(
41,900
)
Merger-related expenses and deal costs
(
15,235
)
Other
10,339
Loss from unconsolidated entities
(
2,454
)
Gain on real estate dispositions
26,022
Income tax benefit
56,310
Income from continuing operations
439,297
Net income
439,297
Net income attributable to noncontrolling interests
6,281
Net income attributable to common stockholders
$
433,016
118
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For the Year Ended December 31, 2018
Triple-Net
Leased
Properties
Senior
Living
Operations
Office
Operations
All
Other
Total
(In thousands)
Revenues:
Rental income
$
737,796
$
—
$
776,011
$
—
$
1,513,807
Resident fees and services
—
2,069,477
—
—
2,069,477
Office building and other services revenue
2,522
—
7,592
3,302
13,416
Income from loans and investments
—
—
—
124,218
124,218
Interest and other income
—
—
—
24,892
24,892
Total revenues
$
740,318
$
2,069,477
$
783,603
$
152,412
$
3,745,810
Total revenues
$
740,318
$
2,069,477
$
783,603
$
152,412
$
3,745,810
Less:
Interest and other income
—
—
—
24,892
24,892
Property-level operating expenses
—
1,446,201
243,679
—
1,689,880
Office building services costs
—
—
1,418
—
1,418
Segment NOI
$
740,318
$
623,276
$
538,506
$
127,520
2,029,620
Interest and other income
24,892
Interest expense
(
442,497
)
Depreciation and amortization
(
919,639
)
General, administrative and professional fees
(
145,978
)
Loss on extinguishment of debt, net
(
58,254
)
Merger-related expenses and deal costs
(
30,547
)
Other
(
72,772
)
Loss from unconsolidated entities
(
55,034
)
Gain on real estate dispositions
46,247
Income tax benefit
39,953
Income from continuing operations
415,991
Discontinued operations
(
10
)
Net income
415,981
Net income attributable to noncontrolling interests
6,514
Net income attributable to common stockholders
$
409,467
Assets by reportable business segment are as follows:
As of December 31,
2020
2019
(Dollars in thousands)
Assets:
Triple-net leased properties
$
5,147,503
21.6
%
$
6,381,657
25.8
%
Senior living operations
10,653,428
44.5
10,142,023
41.1
Office operations
6,709,602
28.0
7,173,401
29.1
All other assets
1,418,871
5.9
995,127
4.0
Total assets
$
23,929,404
100.0
%
$
24,692,208
100.0
%
119
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:
For the Years Ended December 31,
2020
2019
2018
(In thousands)
Capital expenditures:
Triple-net leased properties
$
42,930
$
55,429
$
58,744
Senior living operations
191,891
944,214
337,750
Office operations
372,475
519,129
332,147
Total capital expenditures
$
607,296
$
1,518,772
$
728,641
Our portfolio of properties and mortgage loan and other investments are located in the United States, Canada and the United Kingdom. Revenues are attributed to an individual country based on the location of each property.
Geographic information regarding our operations is as follows:
For the Years Ended December 31,
2020
2019
2018
(In thousands)
Revenues:
United States
$
3,381,357
$
3,578,341
$
3,524,875
Canada
389,205
266,946
192,350
United Kingdom
24,795
27,463
28,585
Total revenues
$
3,795,357
$
3,872,750
$
3,745,810
As of December 31,
2020
2019
(In thousands)
Net real estate property:
United States
$
17,303,816
$
18,636,838
Canada
2,983,924
2,830,850
United Kingdom
262,295
266,885
Total net real estate property
$
20,550,035
$
21,734,573
120
VENTAS, INC.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
For the Years Ended December 31,
2020
2019
2018
(In thousands)
Reconciliation of real estate:
Carrying cost:
Balance at beginning of period
$
27,133,514
$
24,973,983
$
24,712,478
Additions during period:
Acquisitions
249,290
1,941,018
318,895
Capital expenditures
485,479
575,624
446,490
Deductions during period:
Foreign currency translation
80,302
107,508
(
105,192
)
Other
(1)
(
1,098,143
)
(
464,619
)
(
398,688
)
Balance at end of period
$
26,850,442
$
27,133,514
$
24,973,983
Accumulated depreciation:
Balance at beginning of period
$
6,200,230
$
5,492,310
$
4,802,917
Additions during period:
Depreciation expense
809,067
811,936
791,882
Dispositions:
Sales and/or transfers to assets held for sale
(
82,559
)
(
116,771
)
(
84,819
)
Foreign currency translation
40,675
12,755
(
17,670
)
Balance at end of period
$
6,967,413
$
6,200,230
$
5,492,310
(1)
Other may include sales, transfers to assets held for sale and impairments.
121
VENTAS, INC.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2020
(Dollars in thousands)
Location
Initial Cost to Company
Gross Amount Carried at Close of Period
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
1
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
Is Computed
SPECIALTY HOSPITALS
Rehabilitation Hospital of Southern Arizona
Tucson
AZ
$
—
$
770
$
25,589
$
—
$
770
$
25,589
$
26,359
$
7,121
$
19,238
1992
2011
35
years
Kindred Hospital - Brea
Brea
CA
—
3,144
2,611
—
3,144
2,611
5,755
1,675
4,080
1990
1995
40
years
Kindred Hospital - Ontario
Ontario
CA
—
523
2,988
—
523
2,988
3,511
3,228
283
1950
1994
25
years
Kindred Hospital - San Diego
San Diego
CA
—
670
11,764
—
670
11,764
12,434
11,957
477
1965
1994
25
years
Kindred Hospital - San Francisco Bay Area
San Leandro
CA
—
2,735
5,870
—
2,735
5,870
8,605
6,205
2,400
1962
1993
25
years
Tustin Rehabilitation Hospital
Tustin
CA
—
2,810
25,248
—
2,810
25,248
28,058
7,162
20,896
1991
2011
35
years
Kindred Hospital - Westminster
Westminster
CA
—
727
7,384
—
727
7,384
8,111
7,562
549
1973
1993
20
years
Kindred Hospital - Denver
Denver
CO
—
896
6,367
—
896
6,367
7,263
6,712
551
1963
1994
20
years
Kindred Hospital - South Florida - Coral Gables
Coral Gables
FL
—
1,071
5,348
(
1,000
)
71
5,348
5,419
5,290
129
1956
1992
30
years
Kindred Hospital - South Florida Ft. Lauderdale
Fort Lauderdale
FL
—
1,758
14,080
—
1,758
14,080
15,838
14,171
1,667
1969
1989
30
years
Kindred Hospital - North Florida
Green Cove Springs
FL
—
145
4,613
—
145
4,613
4,758
4,683
75
1956
1994
20
years
Kindred Hospital - South Florida - Hollywood
Hollywood
FL
—
605
5,229
—
605
5,229
5,834
5,234
600
1937
1995
20
years
Kindred Hospital - Bay Area St. Petersburg
St. Petersburg
FL
—
1,401
16,706
—
1,401
16,706
18,107
15,181
2,926
1968
1997
40
years
Kindred Hospital - Central Tampa
Tampa
FL
—
2,732
7,676
—
2,732
7,676
10,408
5,824
4,584
1970
1993
40
years
Kindred Hospital - Chicago (North Campus)
Chicago
IL
—
1,583
19,980
—
1,583
19,980
21,563
20,142
1,421
1949
1995
25
years
Kindred - Chicago - Lakeshore
Chicago
IL
—
1,513
9,525
—
1,513
9,525
11,038
9,483
1,555
1995
1976
20
years
Kindred Hospital - Chicago (Northlake Campus)
Northlake
IL
—
850
6,498
—
850
6,498
7,348
6,726
622
1960
1991
30
years
Kindred Hospital - Sycamore
Sycamore
IL
—
77
8,549
—
77
8,549
8,626
8,456
170
1949
1993
20
years
Kindred Hospital - Indianapolis
Indianapolis
IN
—
985
3,801
—
985
3,801
4,786
3,880
906
1955
1993
30
years
Kindred Hospital - Louisville
Louisville
KY
—
3,041
12,279
—
3,041
12,279
15,320
12,600
2,720
1964
1995
20
years
Kindred Hospital - St. Louis
St. Louis
MO
—
1,126
2,087
—
1,126
2,087
3,213
2,057
1,156
1984
1991
40
years
Kindred Hospital - Las Vegas (Sahara)
Las Vegas
NV
—
1,110
2,177
—
1,110
2,177
3,287
1,590
1,697
1980
1994
40
years
Lovelace Rehabilitation Hospital
Albuquerque
NM
—
401
17,796
1,068
401
18,864
19,265
3,306
15,959
1989
2015
36
years
Kindred Hospital - Albuquerque
Albuquerque
NM
—
11
4,253
—
11
4,253
4,264
3,206
1,058
1985
1993
40
years
Kindred Hospital - Greensboro
Greensboro
NC
—
1,010
7,586
—
1,010
7,586
8,596
7,788
808
1964
1994
20
years
University Hospitals Rehabilitation Hospital
Beachwood
OH
—
1,800
16,444
—
1,800
16,444
18,244
3,646
14,598
2013
2013
35
years
Kindred Hospital - Philadelphia
Philadelphia
PA
—
135
5,223
—
135
5,223
5,358
3,953
1,405
1960
1995
35
years
Kindred Hospital - Chattanooga
Chattanooga
TN
—
756
4,415
—
756
4,415
5,171
4,344
827
1975
1993
22
years
Ardent Harrington Cancer Center
Amarillo
TX
—
974
25,304
—
974
25,304
26,278
120
26,158
2020
2020
35
years
122
Location
Initial Cost to Company
Gross Amount Carried at Close of Period
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
1
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
Is Computed
Kindred Hospital - Arlington
Arlington
TX
—
458
12,426
—
458
12,426
12,884
172
12,712
1970
2020
35
years
Rehabilitation Hospital of Dallas
Dallas
TX
—
2,318
38,702
—
2,318
38,702
41,020
7,178
33,842
2009
2015
35
years
Baylor Institute for Rehabilitation - Ft. Worth TX
Fort Worth
TX
—
2,071
16,018
—
2,071
16,018
18,089
3,201
14,888
2008
2015
35
years
Kindred Hospital - Tarrant County (Fort Worth Southwest)
Fort Worth
TX
—
2,342
7,458
—
2,342
7,458
9,800
7,508
2,292
1987
1986
20
years
Rehabilitation Hospital The Vintage
Houston
TX
—
1,838
34,832
—
1,838
34,832
36,670
6,735
29,935
2012
2015
35
years
Kindred Hospital (Houston Northwest)
Houston
TX
—
1,699
6,788
—
1,699
6,788
8,487
6,231
2,256
1986
1985
40
years
Kindred Hospital - Houston
Houston
TX
—
33
7,062
—
33
7,062
7,095
6,756
339
1972
1994
20
years
Select Rehabilitation - San Antonio TX
San Antonio
TX
—
1,859
18,301
—
1,859
18,301
20,160
3,591
16,569
2010
2015
35
years
Kindred Hospital - San Antonio
San Antonio
TX
—
249
11,413
—
249
11,413
11,662
10,579
1,083
1981
1993
30
years
TOTAL FOR SPECIALTY HOSPITALS
—
48,226
440,390
68
47,226
441,458
488,684
245,253
243,431
SKILLED NURSING FACILITIES
Englewood Post Acute and Rehabilitation
Englewood
CO
—
241
2,180
194
241
2,374
2,615
2,206
409
1960
1995
30
years
Brookdale Lisle SNF
Lisle
IL
—
730
9,270
735
910
9,825
10,735
3,696
7,039
1990
2009
35
years
Lopatcong Center
Phillipsburg
NJ
—
1,490
12,336
—
1,490
12,336
13,826
7,207
6,619
1982
2004
30
years
The Belvedere
Chester
PA
—
822
7,203
—
822
7,203
8,025
4,200
3,825
1899
2004
30
years
Pennsburg Manor
Pennsburg
PA
—
1,091
7,871
—
1,091
7,871
8,962
4,631
4,331
1982
2004
30
years
Chapel Manor
Philadelphia
PA
—
1,595
13,982
1,358
1,595
15,340
16,935
9,511
7,424
1948
2004
30
years
Wayne Center
Strafford
PA
—
662
6,872
850
662
7,722
8,384
4,836
3,548
1897
2004
30
years
Everett Rehabilitation & Care
Everett
WA
—
2,750
27,337
(
7,916
)
2,750
19,421
22,171
7,707
14,464
1995
2011
35
years
Beacon Hill Rehabilitation
Longview
WA
—
145
2,563
171
145
2,734
2,879
2,670
209
1955
1992
29
years
Columbia Crest Care & Rehabilitation Center
Moses Lake
WA
—
660
17,439
—
660
17,439
18,099
5,080
13,019
1972
2011
35
years
Lake Ridge Solana Alzheimer's Care Center
Moses Lake
WA
—
660
8,866
—
660
8,866
9,526
2,669
6,857
1988
2011
35
years
Rainier Rehabilitation
Puyallup
WA
—
520
4,780
305
520
5,085
5,605
3,794
1,811
1986
1991
40
years
Logan Center
Logan
WV
—
300
12,959
—
300
12,959
13,259
3,717
9,542
1987
2011
35
years
Ravenswood Healthcare Center
Ravenswood
WV
—
320
12,710
—
320
12,710
13,030
3,661
9,369
1987
2011
35
years
Valley Center
South Charleston
WV
—
750
24,115
—
750
24,115
24,865
7,004
17,861
1987
2011
35
years
White Sulphur
White Sulphur Springs
WV
—
250
13,055
—
250
13,055
13,305
3,781
9,524
1987
2011
35
years
TOTAL FOR SKILLED NURSING FACILITIES
—
12,986
183,538
(
4,303
)
13,166
179,055
192,221
76,370
115,851
GENERAL ACUTE CARE
Lovelace Medical Center Downtown
Albuquerque
NM
—
9,840
154,017
9,763
9,928
163,692
173,620
30,465
143,155
1968
2015
33.5
years
Lovelace Westside Hospital
Albuquerque
NM
—
10,107
13,576
2,133
10,107
15,709
25,816
6,742
19,074
1984
2015
20.5
years
Lovelace Women's Hospital
Albuquerque
NM
—
7,236
175,142
20,075
7,236
195,217
202,453
24,062
178,391
1983
2015
47
years
Roswell Regional Hospital
Roswell
NM
—
2,560
41,125
2,186
2,560
43,311
45,871
5,825
40,046
2007
2015
47
years
Hillcrest Hospital Claremore
Claremore
OK
—
3,623
23,864
638
3,623
24,502
28,125
4,108
24,017
1955
2015
40
years
123
Location
Initial Cost to Company
Gross Amount Carried at Close of Period
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
1
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
Is Computed
Bailey Medical Center
Owasso
OK
—
4,964
7,059
155
4,964
7,214
12,178
1,826
10,352
2006
2015
32.5
years
Hillcrest Medical Center
Tulsa
OK
—
28,319
215,959
12,718
28,319
228,677
256,996
40,988
216,008
1928
2015
34
years
Hillcrest Hospital South
Tulsa
OK
—
17,026
112,231
1,016
17,026
113,247
130,273
16,857
113,416
1999
2015
40
years
SouthCreek Medical Plaza
Tulsa
OK
—
2,943
17,860
600
2,943
18,460
21,403
1,451
19,952
2003
2018
35
years
Baptist St. Anthony's Hospital
Amarillo
TX
—
13,779
357,733
26,812
13,015
385,309
398,324
49,670
348,654
1967
2015
44.5
years
Spire Hull and East Riding Hospital
Anlaby
HUL
—
3,194
81,613
(
10,348
)
2,804
71,655
74,459
9,881
64,578
2010
2014
50
years
Spire Fylde Coast Hospital
Blackpool
LAN
—
2,446
28,896
(
3,825
)
2,147
25,370
27,517
3,550
23,967
1980
2014
50
years
Spire Clare Park Hospital
Farnham
SUR
—
6,263
26,119
(
3,951
)
5,499
22,932
28,431
3,336
25,095
2009
2014
50
years
TOTAL FOR GENERAL ACUTE CARE
—
112,300
1,255,194
57,972
110,171
1,315,295
1,425,466
198,761
1,226,705
BROOKDALE SENIOR HOUSING COMMUNITIES
Brookdale Chandler Ray Road
Chandler
AZ
—
2,000
6,538
178
2,000
6,716
8,716
2,070
6,646
1998
2011
35
years
Brookdale Springs Mesa
Mesa
AZ
—
2,747
24,918
2,720
2,751
27,634
30,385
13,025
17,360
1986
2005
35
years
Brookdale East Arbor
Mesa
AZ
—
655
6,998
489
711
7,431
8,142
3,582
4,560
1998
2005
35
years
Brookdale Oro Valley
Oro Valley
AZ
—
666
6,169
—
666
6,169
6,835
3,123
3,712
1998
2005
35
years
Brookdale Peoria
Peoria
AZ
—
598
4,872
723
659
5,534
6,193
2,603
3,590
1998
2005
35
years
Brookdale Tempe
Tempe
AZ
—
611
4,066
150
611
4,216
4,827
2,093
2,734
1997
2005
35
years
Brookdale East Tucson
Tucson
AZ
—
506
4,745
50
556
4,745
5,301
2,406
2,895
1998
2005
35
years
Brookdale Anaheim
Anaheim
CA
—
2,464
7,908
95
2,464
8,003
10,467
3,833
6,634
1977
2005
35
years
Brookdale Redwood City
Redwood City
CA
—
7,669
66,691
422
7,719
67,063
74,782
34,159
40,623
1988
2005
35
years
Brookdale San Jose
San Jose
CA
—
6,240
66,329
14,386
6,250
80,705
86,955
36,374
50,581
1987
2005
35
years
Brookdale San Marcos
San Marcos
CA
—
4,288
36,204
235
4,314
36,413
40,727
18,666
22,061
1987
2005
35
years
Brookdale Tracy
Tracy
CA
—
1,110
13,296
521
1,110
13,817
14,927
6,173
8,754
1986
2005
35
years
Brookdale Boulder Creek
Boulder
CO
—
1,290
20,683
782
1,414
21,341
22,755
6,152
16,603
1985
2011
35
years
Brookdale Vista Grande
Colorado Springs
CO
—
715
9,279
—
715
9,279
9,994
4,698
5,296
1997
2005
35
years
Brookdale El Camino
Pueblo
CO
—
840
9,403
76
874
9,445
10,319
4,773
5,546
1997
2005
35
years
Brookdale Farmington
Farmington
CT
—
3,995
36,310
958
4,340
36,923
41,263
18,531
22,732
1984
2005
35
years
Brookdale South Windsor
South Windsor
CT
—
2,187
12,682
88
2,198
12,759
14,957
6,097
8,860
1999
2004
35
years
Brookdale Chatfield
West Hartford
CT
—
2,493
22,833
23,729
2,493
46,562
49,055
15,041
34,014
1989
2005
35
years
Brookdale Bonita Springs
Bonita Springs
FL
—
1,540
10,783
1,275
1,594
12,004
13,598
5,518
8,080
1989
2005
35
years
Brookdale West Boynton Beach
Boynton Beach
FL
—
2,317
16,218
1,353
2,347
17,541
19,888
8,137
11,751
1999
2005
35
years
Brookdale Deer Creek AL/MC
Deerfield Beach
FL
—
1,399
9,791
18
1,399
9,809
11,208
5,091
6,117
1999
2005
35
years
Brookdale Fort Myers The Colony
Fort Myers
FL
—
1,510
7,862
398
1,510
8,260
9,770
2,333
7,437
1996
2011
35
years
Brookdale Avondale
Jacksonville
FL
—
860
16,745
140
860
16,885
17,745
4,762
12,983
1997
2011
35
years
Brookdale Crown Point
Jacksonville
FL
—
1,300
9,659
611
1,300
10,270
11,570
2,888
8,682
1997
2011
35
years
Brookdale Jensen Beach
Jensen Beach
FL
—
1,831
12,820
2,100
1,831
14,920
16,751
6,472
10,279
1999
2005
35
years
Brookdale Ormond Beach West
Ormond Beach
FL
—
1,660
9,738
27
1,660
9,765
11,425
2,820
8,605
1997
2011
35
years
Brookdale Palm Coast
Palm Coast
FL
—
470
9,187
235
470
9,422
9,892
2,669
7,223
1997
2011
35
years
124
Location
Initial Cost to Company
Gross Amount Carried at Close of Period
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
1
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
Is Computed
Brookdale Pensacola
Pensacola
FL
—
633
6,087
11
633
6,098
6,731
3,086
3,645
1998
2005
35
years
Brookdale Rotonda
Rotonda West
FL
—
1,740
4,331
282
1,740
4,613
6,353
1,536
4,817
1997
2011
35
years
Brookdale Centre Pointe Boulevard
Tallahassee
FL
—
667
6,168
—
667
6,168
6,835
3,123
3,712
1998
2005
35
years
Brookdale Tavares
Tavares
FL
—
280
15,980
69
280
16,049
16,329
4,522
11,807
1997
2011
35
years
Brookdale West Melbourne MC
West Melbourne
FL
—
586
5,481
—
586
5,481
6,067
2,775
3,292
2000
2005
35
years
Brookdale West Palm Beach
West Palm Beach
FL
—
3,758
33,072
3,762
3,935
36,657
40,592
17,139
23,453
1990
2005
35
years
Brookdale Winter Haven MC
Winter Haven
FL
—
232
3,006
—
232
3,006
3,238
1,522
1,716
1997
2005
35
years
Brookdale Winter Haven AL
Winter Haven
FL
—
438
5,549
183
438
5,732
6,170
2,831
3,339
1997
2005
35
years
Brookdale Twin Falls
Twin Falls
ID
—
703
6,153
1,099
718
7,237
7,955
3,321
4,634
1997
2005
35
years
Brookdale Lake Shore Drive
Chicago
IL
—
11,057
107,517
7,721
11,089
115,206
126,295
56,926
69,369
1990
2005
35
years
Brookdale Lake View
Chicago
IL
—
3,072
26,668
—
3,072
26,668
29,740
13,650
16,090
1950
2005
35
years
Brookdale Des Plaines
Des Plaines
IL
—
6,871
60,165
(
41
)
6,805
60,190
66,995
30,777
36,218
1993
2005
35
years
Brookdale Hoffman Estates
Hoffman Estates
IL
—
3,886
44,130
4,702
4,273
48,445
52,718
22,773
29,945
1987
2005
35
years
Brookdale Lisle IL/AL
Lisle
IL
33,000
7,953
70,400
—
7,953
70,400
78,353
35,944
42,409
1990
2005
35
years
Brookdale Northbrook
Northbrook
IL
—
1,988
39,762
854
2,076
40,528
42,604
19,573
23,031
1999
2004
35
years
Brookdale Hawthorn Lakes IL/AL
Vernon Hills
IL
—
4,439
35,044
814
4,480
35,817
40,297
18,338
21,959
1987
2005
35
years
Brookdale Hawthorn Lakes AL
Vernon Hills
IL
—
1,147
10,041
401
1,175
10,414
11,589
5,163
6,426
1999
2005
35
years
Brookdale Richmond
Richmond
IN
—
495
4,124
359
555
4,423
4,978
2,158
2,820
1998
2005
35
years
Brookdale Derby
Derby
KS
—
440
4,422
—
440
4,422
4,862
1,299
3,563
1994
2011
35
years
Brookdale Leawood State Line
Leawood
KS
—
117
5,127
261
117
5,388
5,505
2,631
2,874
2000
2005
35
years
Brookdale Salina Fairdale
Salina
KS
—
300
5,657
150
353
5,754
6,107
1,681
4,426
1996
2011
35
years
Brookdale Topeka
Topeka
KS
—
370
6,825
—
370
6,825
7,195
3,455
3,740
2000
2005
35
years
Brookdale Cushing Park
Framingham
MA
—
5,819
33,361
3,996
5,872
37,304
43,176
17,179
25,997
1999
2004
35
years
Brookdale Cape Cod
Hyannis
MA
—
1,277
9,063
237
1,277
9,300
10,577
4,193
6,384
1999
2005
35
years
Brookdale Quincy Bay
Quincy
MA
—
6,101
57,862
3,713
6,216
61,460
67,676
29,724
37,952
1986
2005
35
years
Brookdale Delta MC
Delta Township
MI
—
730
11,471
119
730
11,590
12,320
3,298
9,022
1998
2011
35
years
Brookdale Delta AL
Delta Township
MI
—
820
3,313
30
820
3,343
4,163
1,327
2,836
1998
2011
35
years
Brookdale Farmington Hills North
Farmington Hills
MI
—
580
10,497
91
580
10,588
11,168
3,369
7,799
1994
2011
35
years
Brookdale Farmington Hills North II
Farmington Hills
MI
—
700
10,246
—
700
10,246
10,946
3,394
7,552
1994
2011
35
years
Brookdale Meridian AL
Haslett
MI
—
1,340
6,134
288
1,367
6,395
7,762
1,910
5,852
1998
2011
35
years
Brookdale Grand Blanc MC
Holly
MI
—
450
12,373
105
450
12,478
12,928
3,572
9,356
1998
2011
35
years
Brookdale Grand Blanc AL
Holly
MI
—
620
14,627
—
620
14,627
15,247
4,211
11,036
1998
2011
35
years
Brookdale Northville
Northville
MI
—
407
6,068
149
407
6,217
6,624
3,082
3,542
1996
2005
35
years
Brookdale Troy MC
Troy
MI
—
630
17,178
—
630
17,178
17,808
4,900
12,908
1998
2011
35
years
Brookdale Troy AL
Troy
MI
—
950
12,503
270
950
12,773
13,723
3,786
9,937
1998
2011
35
years
125
Location
Initial Cost to Company
Gross Amount Carried at Close of Period
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
1
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Brookdale Utica AL
Utica
MI
—
1,142
11,808
691
1,142
12,499
13,641
6,096
7,545
1996
2005
35
years
Brookdale Utica MC
Utica
MI
—
700
8,657
351
700
9,008
9,708
2,712
6,996
1995
2011
35
years
Brookdale Eden Prairie
Eden Prairie
MN
—
301
6,228
874
332
7,071
7,403
3,299
4,104
1998
2005
35
years
Brookdale Faribault
Faribault
MN
—
530
1,085
—
530
1,085
1,615
378
1,237
1997
2011
35
years
Brookdale Inver Grove Heights
Inver Grove Heights
MN
—
253
2,655
—
253
2,655
2,908
1,344
1,564
1997
2005
35
years
Brookdale Mankato
Mankato
MN
—
490
410
—
490
410
900
262
638
1996
2011
35
years
Brookdale Edina
Minneapolis
MN
15,040
3,621
33,141
22,975
3,621
56,116
59,737
21,058
38,679
1998
2005
35
years
Brookdale North Oaks
North Oaks
MN
—
1,057
8,296
1,312
1,122
9,543
10,665
4,421
6,244
1998
2005
35
years
Brookdale Plymouth
Plymouth
MN
—
679
8,675
801
823
9,332
10,155
4,487
5,668
1998
2005
35
years
Brookdale Willmar
Wilmar
MN
—
470
4,833
—
470
4,833
5,303
1,396
3,907
1997
2011
35
years
Brookdale Winona
Winona
MN
—
800
1,390
—
800
1,390
2,190
803
1,387
1997
2011
35
years
Brookdale West County
Ballwin
MO
—
3,100
35,074
323
3,113
35,384
38,497
7,232
31,265
2012
2014
35
years
Brookdale Evesham
Voorhees Township
NJ
—
3,158
29,909
343
3,158
30,252
33,410
15,164
18,246
1987
2005
35
years
Brookdale Westampton
Westampton
NJ
—
881
4,741
829
881
5,570
6,451
2,563
3,888
1997
2005
35
years
Brookdale Santa Fe
Santa Fe
NM
—
—
28,178
—
—
28,178
28,178
14,060
14,118
1986
2005
35
years
Brookdale Kenmore
Buffalo
NY
—
1,487
15,170
1,117
1,487
16,287
17,774
7,774
10,000
1995
2005
35
years
Brookdale Clinton IL
Clinton
NY
—
947
7,528
643
961
8,157
9,118
3,911
5,207
1991
2005
35
years
Brookdale Manlius
Manlius
NY
—
890
28,237
658
190
29,595
29,785
8,172
21,613
1994
2011
35
years
Brookdale Pittsford
Pittsford
NY
—
611
4,066
16
611
4,082
4,693
2,064
2,629
1997
2005
35
years
Brookdale East Niskayuna
Schenectady
NY
—
1,021
8,333
715
1,021
9,048
10,069
4,374
5,695
1997
2005
35
years
Brookdale Niskayuna
Schenectady
NY
—
1,884
16,103
30
1,884
16,133
18,017
8,160
9,857
1996
2005
35
years
Brookdale Summerfield
Syracuse
NY
—
1,132
11,434
278
1,246
11,598
12,844
5,805
7,039
1991
2005
35
years
Brookdale Williamsville
Williamsville
NY
—
839
3,841
60
839
3,901
4,740
1,960
2,780
1997
2005
35
years
Brookdale Cary
Cary
NC
—
724
6,466
—
724
6,466
7,190
3,274
3,916
1997
2005
35
years
Brookdale Falling Creek
Hickory
NC
—
330
10,981
—
330
10,981
11,311
3,146
8,165
1997
2011
35
years
Brookdale Winston-Salem
Winston-Salem
NC
—
368
3,497
250
368
3,747
4,115
1,808
2,307
1997
2005
35
years
Brookdale Alliance
Alliance
OH
—
392
6,283
49
435
6,289
6,724
3,185
3,539
1998
2005
35
years
Brookdale Austintown
Austintown
OH
—
151
3,087
729
181
3,786
3,967
1,694
2,273
1999
2005
35
years
Brookdale Barberton
Barberton
OH
—
440
10,884
—
440
10,884
11,324
3,120
8,204
1997
2011
35
years
Brookdale Beavercreek
Beavercreek
OH
—
587
5,381
—
587
5,381
5,968
2,724
3,244
1998
2005
35
years
Brookdale Centennial Park
Clayton
OH
—
630
6,477
—
630
6,477
7,107
1,924
5,183
1997
2011
35
years
Brookdale Westerville
Columbus
OH
—
267
3,600
—
267
3,600
3,867
1,823
2,044
1999
2005
35
years
Brookdale Greenville AL/MC
Greenville
OH
—
490
4,144
55
545
4,144
4,689
1,376
3,313
1997
2011
35
years
Brookdale Lakeview Crossing
Groveport
OH
—
705
11,103
—
705
11,103
11,808
150
11,658
1998
2020
35
years
Brookdale Camelot Medina (North)
Medina
OH
—
263
6,602
—
263
6,602
6,865
108
6,757
1995
2020
35
years
Brookdale Medina South
Medina
OH
—
802
22,124
—
802
22,124
22,926
293
2000
2020
35
years
Brookdale Mount Vernon
Mount Vernon
OH
—
854
22,882
—
854
22,882
23,736
298
2002
2020
35
years
Brookdale Salem AL (OH)
Salem
OH
—
634
4,659
—
634
4,659
5,293
2,359
2,934
1998
2005
35
years
126
Location
Initial Cost to Company
Gross Amount Carried at Close of Period
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
1
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Brookdale Springdale
Springdale
OH
—
1,140
9,134
656
1,228
9,702
10,930
2,702
8,228
1997
2011
35
years
Brookdale Zanesville
Zanesville
OH
—
833
12,034
—
833
12,034
12,867
166
1996
2020
35
years
Brookdale Bartlesville South
Bartlesville
OK
—
250
10,529
35
285
10,529
10,814
2,995
7,819
1997
2011
35
years
Brookdale Broken Arrow
Broken Arrow
OK
—
940
6,312
6,435
1,898
11,789
13,687
3,851
9,836
1996
2011
35
years
Brookdale Forest Grove
Forest Grove
OR
—
2,320
9,633
(
4,180
)
2,320
5,453
7,773
2,913
4,860
1994
2011
35
years
Brookdale Mt. Hood
Gresham
OR
—
2,410
9,093
(
1,356
)
319
9,828
10,147
2,845
7,302
1988
2011
35
years
Brookdale McMinnville Town Center
McMinnville
OR
119
1,230
7,561
—
1,230
7,561
8,791
2,583
6,208
1989
2011
35
years
Brookdale Denton North
Denton
TX
—
1,750
6,712
43
1,750
6,755
8,505
1,974
6,531
1996
2011
35
years
Brookdale Ennis
Ennis
TX
—
460
3,284
—
460
3,284
3,744
1,026
2,718
1996
2011
35
years
Brookdale Kerrville
Kerrville
TX
—
460
8,548
120
460
8,668
9,128
2,459
6,669
1997
2011
35
years
Brookdale Medical Center Whitby
San Antonio
TX
—
1,400
10,051
(
5,953
)
1,400
4,098
5,498
2,794
2,704
1997
2011
35
years
Brookdale Western Hills
Temple
TX
—
330
5,081
230
330
5,311
5,641
1,568
4,073
1997
2011
35
years
Brookdale Salem AL (VA)
Salem
VA
—
1,900
16,219
—
1,900
16,219
18,119
8,097
10,022
1998
2011
35
years
Brookdale Alderwood
Lynnwood
WA
—
1,219
9,573
810
1,239
10,363
11,602
4,868
6,734
1999
2005
35
years
Brookdale Puyallup South
Puyallup
WA
—
1,055
8,298
686
1,055
8,984
10,039
4,201
5,838
1998
2005
35
years
Brookdale Richland
Richland
WA
—
960
23,270
370
960
23,640
24,600
6,839
17,761
1990
2011
35
years
Brookdale Park Place
Spokane
WA
—
1,622
12,895
910
1,622
13,805
15,427
6,700
8,727
1915
2005
35
years
Brookdale Allenmore AL
Tacoma
WA
—
620
16,186
971
671
17,106
17,777
4,804
12,973
1997
2011
35
years
Brookdale Allenmore - IL
Tacoma
WA
—
1,710
3,326
(
622
)
307
4,107
4,414
1,599
2,815
1988
2011
35
years
Brookdale Yakima
Yakima
WA
—
860
15,276
119
891
15,364
16,255
4,499
11,756
1998
2011
35
years
Brookdale Kenosha
Kenosha
WI
—
551
5,431
3,297
608
8,671
9,279
3,836
5,443
2000
2005
35
years
Brookdale LaCrosse MC
La Crosse
WI
—
621
4,056
1,126
621
5,182
5,803
2,452
3,351
2004
2005
35
years
Brookdale LaCrosse AL
La Crosse
WI
—
644
5,831
2,637
644
8,468
9,112
3,886
5,226
1998
2005
35
years
Brookdale Middleton Century Ave
Middleton
WI
—
360
5,041
—
360
5,041
5,401
1,462
3,939
1997
2011
35
years
Brookdale Onalaska
Onalaska
WI
—
250
4,949
—
250
4,949
5,199
1,427
3,772
1995
2011
35
years
Brookdale Sun Prairie
Sun Prairie
WI
—
350
1,131
—
350
1,131
1,481
391
1,090
1994
2011
35
years
TOTAL FOR BROOKDALE SENIOR HOUSING COMMUNITIES
48,159
185,432
1,810,548
120,817
184,852
1,931,945
2,116,797
799,971
1,316,826
SUNRISE SENIOR HOUSING COMMUNITIES
Sunrise of Chandler
Chandler
AZ
—
4,344
14,455
1,386
4,459
15,726
20,185
4,780
15,405
2007
2012
35
years
Sunrise of Scottsdale
Scottsdale
AZ
—
2,229
27,575
1,193
2,255
28,742
30,997
11,634
19,363
2007
2007
35
years
Sunrise at River Road
Tucson
AZ
—
2,971
12,399
970
3,000
13,340
16,340
3,823
12,517
2008
2012
35
years
Sunrise at La Costa
Carlsbad
CA
—
4,890
20,590
1,985
5,030
22,435
27,465
9,658
17,807
1999
2007
35
years
Sunrise of Carmichael
Carmichael
CA
—
1,269
14,598
1,274
1,310
15,831
17,141
4,526
12,615
2009
2012
35
years
Sunrise of Fair Oaks
Fair Oaks
CA
—
1,456
23,679
3,035
2,557
25,613
28,170
10,611
17,559
2001
2007
35
years
Sunrise of Mission Viejo
Mission Viejo
CA
—
3,802
24,560
2,297
4,125
26,534
30,659
11,130
19,529
1998
2007
35
years
Sunrise at Canyon Crest
Riverside
CA
—
5,486
19,658
2,418
5,745
21,817
27,562
9,280
18,282
2006
2007
35
years
Sunrise of Rocklin
Rocklin
CA
—
1,378
23,565
1,786
1,525
25,204
26,729
10,351
16,378
2007
2007
35
years
127
Location
Initial Cost to Company
Gross Amount Carried at Close of Period
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
1
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Sunrise of San Mateo
San Mateo
CA
—
2,682
35,335
3,557
2,742
38,832
41,574
15,571
26,003
1999
2007
35
years
Sunrise of Sunnyvale
Sunnyvale
CA
—
2,933
34,361
2,256
2,999
36,551
39,550
14,743
24,807
2000
2007
35
years
Sunrise at Sterling Canyon
Valencia
CA
—
3,868
29,293
5,211
4,108
34,264
38,372
15,149
23,223
1998
2007
35
years
Sunrise of Westlake Village
Westlake Village
CA
—
4,935
30,722
2,239
5,038
32,858
37,896
13,353
24,543
2004
2007
35
years
Sunrise at Yorba Linda
Yorba Linda
CA
—
1,689
25,240
2,601
1,780
27,750
29,530
11,460
18,070
2002
2007
35
years
Sunrise at Cherry Creek
Denver
CO
—
1,621
28,370
3,697
1,721
31,967
33,688
12,825
20,863
2000
2007
35
years
Sunrise at Pinehurst
Denver
CO
—
1,417
30,885
2,301
1,716
32,887
34,603
13,870
20,733
1998
2007
35
years
Sunrise at Orchard
Littleton
CO
—
1,813
22,183
3,666
1,853
25,809
27,662
10,325
17,337
1997
2007
35
years
Sunrise of Westminster
Westminster
CO
—
2,649
16,243
2,548
2,860
18,580
21,440
7,928
13,512
2000
2007
35
years
Sunrise of Stamford
Stamford
CT
—
4,612
28,533
3,433
5,029
31,549
36,578
13,242
23,336
1999
2007
35
years
Sunrise of Jacksonville
Jacksonville
FL
—
2,390
17,671
652
2,420
18,293
20,713
4,912
15,801
2009
2012
35
years
Sunrise at Ivey Ridge
Alpharetta
GA
—
1,507
18,516
1,622
1,517
20,128
21,645
8,561
13,084
1998
2007
35
years
Sunrise of Huntcliff Summit I
Atlanta
GA
—
4,232
66,161
19,970
4,201
86,162
90,363
40,106
50,257
1987
2007
35
years
Sunrise at Huntcliff Summit II
Atlanta
GA
—
2,154
17,137
3,370
2,160
20,501
22,661
8,588
14,073
1998
2007
35
years
Sunrise at East Cobb
Marietta
GA
—
1,797
23,420
1,524
1,806
24,935
26,741
10,547
16,194
1997
2007
35
years
Sunrise of Barrington
Barrington
IL
—
859
15,085
844
892
15,896
16,788
4,636
12,152
2007
2012
35
years
Sunrise of Bloomingdale
Bloomingdale
IL
—
1,287
38,625
2,280
1,382
40,810
42,192
16,874
25,318
2000
2007
35
years
Sunrise of Buffalo Grove
Buffalo Grove
IL
—
2,154
28,021
1,893
2,339
29,729
32,068
12,351
19,717
1999
2007
35
years
Sunrise of Lincoln Park
Chicago
IL
—
3,485
26,687
4,622
3,510
31,284
34,794
12,107
22,687
2003
2007
35
years
Sunrise of Naperville
Naperville
IL
—
1,946
28,538
2,659
2,624
30,519
33,143
13,133
20,010
1999
2007
35
years
Sunrise of Palos Park
Palos Park
IL
—
2,363
42,205
1,371
2,416
43,523
45,939
17,862
28,077
2001
2007
35
years
Sunrise of Park Ridge
Park Ridge
IL
—
5,533
39,557
3,270
5,707
42,653
48,360
17,703
30,657
1998
2007
35
years
Sunrise of Willowbrook
Willowbrook
IL
—
1,454
60,738
(
14,182
)
2,080
45,930
48,010
24,031
23,979
2000
2007
35
years
Sunrise on Old Meridian
Carmel
IN
—
8,550
31,746
1,499
8,581
33,214
41,795
9,491
32,304
2009
2012
35
years
Sunrise of Leawood
Leawood
KS
—
651
16,401
1,421
878
17,595
18,473
4,962
13,511
2006
2012
35
years
Sunrise of Overland Park
Overland Park
KS
—
650
11,015
1,054
807
11,912
12,719
3,593
9,126
2007
2012
35
years
Sunrise of Baton Rouge
Baton Rouge
LA
—
1,212
23,547
2,197
1,471
25,485
26,956
10,537
16,419
2000
2007
35
years
Sunrise of Columbia
Columbia
MD
—
1,780
23,083
4,415
1,918
27,360
29,278
11,412
17,866
1996
2007
35
years
Sunrise of Rockville
Rockville
MD
—
1,039
39,216
2,945
1,075
42,125
43,200
17,150
26,050
1997
2007
35
years
Sunrise of Arlington
Arlington
MA
—
86
34,393
1,682
107
36,054
36,161
14,760
21,401
2001
2007
35
years
Sunrise of Norwood
Norwood
MA
—
2,230
30,968
2,383
2,356
33,225
35,581
13,628
21,953
1997
2007
35
years
Sunrise of Bloomfield
Bloomfield Hills
MI
—
3,736
27,657
2,414
3,927
29,880
33,807
12,145
21,662
2006
2007
35
years
Sunrise of Cascade
Grand Rapids
MI
—
1,273
21,782
1,013
1,370
22,698
24,068
6,378
17,690
2007
2012
35
years
Sunrise of Northville
Plymouth
MI
—
1,445
26,090
1,849
1,525
27,859
29,384
11,512
17,872
1999
2007
35
years
Sunrise of Rochester
Rochester
MI
—
2,774
38,666
1,951
2,854
40,537
43,391
16,650
26,741
1998
2007
35
years
Sunrise of Troy
Troy
MI
—
1,758
23,727
2,710
1,860
26,335
28,195
10,368
17,827
2001
2007
35
years
Sunrise of Edina
Edina
MN
—
3,181
24,224
1,362
3,305
25,462
28,767
11,412
17,355
1999
2007
35
years
Sunrise of East Brunswick
East Brunswick
NJ
—
2,784
26,173
2,582
3,040
28,499
31,539
12,190
19,349
1999
2007
35
years
128
Location
Initial Cost to Company
Gross Amount Carried at Close of Period
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
1
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Sunrise of Jackson
Jackson
NJ
—
4,009
15,029
1,015
4,037
16,016
20,053
4,817
15,236
2008
2012
35
years
Sunrise of Morris Plains
Morris Plains
NJ
—
1,492
32,052
3,063
1,601
35,006
36,607
14,384
22,223
1997
2007
35
years
Sunrise of Old Tappan
Old Tappan
NJ
—
2,985
36,795
3,247
3,177
39,850
43,027
16,082
26,945
1997
2007
35
years
Sunrise of Wall
Wall Township
NJ
—
1,053
19,101
2,261
1,088
21,327
22,415
8,954
13,461
1999
2007
35
years
Sunrise of Wayne
Wayne
NJ
—
1,288
24,990
3,544
1,373
28,449
29,822
11,786
18,036
1996
2007
35
years
Sunrise of Westfield
Westfield
NJ
—
5,057
23,803
3,172
5,185
26,847
32,032
11,164
20,868
1996
2007
35
years
Sunrise of Woodcliff Lake
Woodcliff Lake
NJ
—
3,493
30,801
3,110
3,692
33,712
37,404
13,755
23,649
2000
2007
35
years
Sunrise of North Lynbrook
Lynbrook
NY
—
4,622
38,087
3,461
4,700
41,470
46,170
17,189
28,981
1999
2007
35
years
Sunrise at Fleetwood
Mount Vernon
NY
—
4,381
28,434
2,948
4,723
31,040
35,763
13,401
22,362
1999
2007
35
years
Sunrise of New City
New City
NY
—
1,906
27,323
2,871
1,998
30,102
32,100
12,413
19,687
1999
2007
35
years
Sunrise of Smithtown
Smithtown
NY
—
2,853
25,621
3,925
3,040
29,359
32,399
12,669
19,730
1999
2007
35
years
Sunrise of Staten Island
Staten Island
NY
—
7,237
23,910
2,044
7,292
25,899
33,191
13,668
19,523
2006
2007
35
years
Sunrise on Providence
Charlotte
NC
—
1,976
19,472
3,031
2,004
22,475
24,479
9,471
15,008
1999
2007
35
years
Sunrise at North Hills
Raleigh
NC
—
749
37,091
5,690
849
42,681
43,530
18,375
25,155
2000
2007
35
years
Sunrise at Parma
Cleveland
OH
—
695
16,641
1,613
908
18,041
18,949
7,663
11,286
2000
2007
35
years
Sunrise of Cuyahoga Falls
Cuyahoga Falls
OH
—
626
10,239
2,244
862
12,247
13,109
5,331
7,778
2000
2007
35
years
Sunrise of Abington
Abington
PA
—
1,838
53,660
6,462
2,107
59,853
61,960
24,719
37,241
1997
2007
35
years
Sunrise of Blue Bell
Blue Bell
PA
—
1,765
23,920
3,623
1,928
27,380
29,308
11,716
17,592
2006
2007
35
years
Sunrise of Exton
Exton
PA
—
1,123
17,765
2,518
1,222
20,184
21,406
8,570
12,836
2000
2007
35
years
Sunrise of Haverford
Haverford
PA
—
941
25,872
2,660
990
28,483
29,473
11,972
17,501
1997
2007
35
years
Sunrise of Granite Run
Media
PA
—
1,272
31,781
2,770
1,441
34,382
35,823
14,240
21,583
1997
2007
35
years
Sunrise of Lower Makefield
Morrisville
PA
—
3,165
21,337
923
3,174
22,251
25,425
6,507
18,918
2008
2012
35
years
Sunrise of Westtown
West Chester
PA
—
1,547
22,996
2,166
1,625
25,084
26,709
10,882
15,827
1999
2007
35
years
Sunrise of Hillcrest
Dallas
TX
—
2,616
27,680
1,468
2,626
29,138
31,764
11,942
19,822
2006
2007
35
years
Sunrise of Fort Worth
Fort Worth
TX
—
2,024
18,587
1,462
2,178
19,895
22,073
5,826
16,247
2007
2012
35
years
Sunrise of Frisco
Frisco
TX
—
2,523
14,547
987
2,561
15,496
18,057
4,262
13,795
2009
2012
35
years
Sunrise of Cinco Ranch
Katy
TX
—
2,512
21,600
1,702
2,600
23,214
25,814
6,712
19,102
2007
2012
35
years
Sunrise at Holladay
Holladay
UT
—
2,542
44,771
1,516
2,596
46,233
48,829
12,936
35,893
2008
2012
35
years
Sunrise of Sandy
Sandy
UT
—
2,576
22,987
522
2,646
23,439
26,085
9,660
16,425
2007
2007
35
years
Sunrise of Alexandria
Alexandria
VA
—
88
14,811
3,466
244
18,121
18,365
7,660
10,705
1998
2007
35
years
Sunrise of Richmond
Richmond
VA
—
1,120
17,446
1,325
1,224
18,667
19,891
8,079
11,812
1999
2007
35
years
Sunrise at Bon Air
Richmond
VA
—
2,047
22,079
1,270
2,032
23,364
25,396
6,779
18,617
2008
2012
35
years
Sunrise of Springfield
Springfield
VA
—
4,440
18,834
2,888
4,545
21,617
26,162
9,332
16,830
1997
2007
35
years
Sunrise of Lynn Valley
Vancouver
BC
—
11,759
37,424
(
8,153
)
9,366
31,664
41,030
12,957
28,073
2002
2007
35
years
Sunrise of Vancouver
Vancouver
BC
—
6,649
31,937
1,776
6,662
33,700
40,362
13,759
26,603
2005
2007
35
years
Sunrise of Victoria
Victoria
BC
—
8,332
29,970
(
5,550
)
6,725
26,027
32,752
10,806
21,946
2001
2007
35
years
Sunrise of Aurora
Aurora
ON
—
1,570
36,113
(
6,537
)
1,347
29,799
31,146
12,149
18,997
2002
2007
35
years
Sunrise of Burlington
Burlington
ON
—
1,173
24,448
1,535
1,382
25,774
27,156
10,712
16,444
2001
2007
35
years
129
Location
Initial Cost to Company
Gross Amount Carried at Close of Period
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
1
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Sunrise of Unionville
Markham
ON
—
2,322
41,140
(
7,103
)
2,022
34,337
36,359
14,171
22,188
2000
2007
35
years
Sunrise of Mississauga
Mississauga
ON
—
3,554
33,631
(
5,987
)
3,031
28,167
31,198
11,767
19,431
2000
2007
35
years
Sunrise of Erin Mills
Mississauga
ON
—
1,957
27,020
(
4,821
)
1,573
22,583
24,156
9,287
14,869
2007
2007
35
years
Sunrise of Oakville
Oakville
ON
—
2,753
37,489
2,355
2,955
39,642
42,597
16,229
26,368
2002
2007
35
years
Sunrise of Richmond Hill
Richmond Hill
ON
—
2,155
41,254
(
7,381
)
1,872
34,156
36,028
14,052
21,976
2002
2007
35
years
Sunrise of Thornhill
Vaughan
ON
—
2,563
57,513
(
8,900
)
1,507
49,669
51,176
18,985
32,191
2003
2007
35
years
Sunrise of Windsor
Windsor
ON
—
1,813
20,882
2,034
2,000
22,729
24,729
9,411
15,318
2001
2007
35
years
TOTAL FOR SUNRISE SENIOR HOUSING COMMUNITIES
—
245,515
2,532,176
147,460
250,690
2,674,461
2,925,151
1,079,059
1,846,092
ATRIA SENIOR HOUSING COMMUNITIES
Atria Regency
Mobile
AL
—
950
11,897
1,945
1,025
13,767
14,792
5,356
9,436
1996
2011
35
years
Atria Chandler Villas
Chandler
AZ
—
3,650
8,450
2,668
3,785
10,983
14,768
5,063
9,705
1988
2011
35
years
Atria Park of Sierra Pointe
Scottsdale
AZ
—
10,930
65,372
5,786
11,021
71,067
82,088
16,386
65,702
2000
2014
35
years
Atria Campana del Rio
Tucson
AZ
—
5,861
37,284
3,478
5,992
40,631
46,623
14,693
31,930
1964
2011
35
years
Atria Valley Manor
Tucson
AZ
—
1,709
60
1,115
1,815
1,069
2,884
759
2,125
1963
2011
35
years
Atria Bell Court Gardens
Tucson
AZ
—
3,010
30,969
2,737
3,063
33,653
36,716
11,201
25,515
1964
2011
35
years
Atria Burlingame
Burlingame
CA
—
2,494
12,373
2,019
2,601
14,285
16,886
5,317
11,569
1977
2011
35
years
Atria Las Posas
Camarillo
CA
—
4,500
28,436
1,599
4,541
29,994
34,535
9,849
24,686
1997
2011
35
years
Atria Carmichael Oaks
Carmichael
CA
—
2,118
49,694
4,255
2,356
53,711
56,067
14,727
41,340
1992
2013
35
years
Atria El Camino Gardens
Carmichael
CA
—
6,930
32,318
16,026
7,215
48,059
55,274
19,289
35,985
1984
2011
35
years
Villa Bonita
Chula Vista
CA
—
2,700
7,994
1,449
1,658
10,485
12,143
3,023
9,120
1989
2011
35
years
Atria Covina
Covina
CA
—
170
4,131
1,029
262
5,068
5,330
2,205
3,125
1977
2011
35
years
Atria Daly City
Daly City
CA
—
3,090
13,448
1,369
3,116
14,791
17,907
5,313
12,594
1975
2011
35
years
Atria Covell Gardens
Davis
CA
—
2,163
39,657
13,087
2,388
52,519
54,907
20,532
34,375
1987
2011
35
years
Atria Encinitas
Encinitas
CA
—
5,880
9,212
3,046
5,952
12,186
18,138
4,620
13,518
1984
2011
35
years
Atria North Escondido
Escondido
CA
—
1,196
7,155
852
1,215
7,988
9,203
2,247
6,956
2002
2014
35
years
Atria Grass Valley
Grass Valley
CA
—
1,965
28,414
1,896
2,059
30,216
32,275
8,394
23,881
2000
2013
35
years
Atria Golden Creek
Irvine
CA
—
6,900
23,544
3,307
6,946
26,805
33,751
9,249
24,502
1985
2011
35
years
Atria Park of Lafayette
Lafayette
CA
—
5,679
56,922
2,442
6,463
58,580
65,043
15,427
49,616
2007
2013
35
years
Atria Del Sol
Mission Viejo
CA
—
3,500
12,458
8,907
3,830
21,035
24,865
10,019
14,846
1985
2011
35
years
Atria Newport Plaza
Newport Beach
CA
—
4,534
32,912
1,601
4,569
34,478
39,047
3,658
35,389
1989
2017
35
years
Atria Tamalpais Creek
Novato
CA
—
5,812
24,703
1,350
5,838
26,027
31,865
8,682
23,183
1978
2011
35
years
Atria Park of Pacific Palisades
Pacific Palisades
CA
—
4,458
17,064
1,542
4,489
18,575
23,064
8,177
14,887
2001
2007
35
years
Atria Palm Desert
Palm Desert
CA
—
2,887
9,843
1,760
3,145
11,345
14,490
6,211
8,279
1988
2011
35
years
Atria Hacienda
Palm Desert
CA
—
6,680
85,900
4,324
6,876
90,028
96,904
28,182
68,722
1989
2011
35
years
Atria Del Rey
Rancho Cucamonga
CA
—
3,290
17,427
5,978
3,477
23,218
26,695
10,257
16,438
1987
2011
35
years
Mission Hills
Rancho Mirage
CA
—
1,610
9,169
798
6,800
4,777
11,577
1,717
9,860
1996
2014
35
years
Atria Rocklin
Rocklin
CA
17,864
4,427
52,064
1,839
4,507
53,823
58,330
11,217
47,113
2001
2015
35
years
130
Location
Initial Cost to Company
Gross Amount Carried at Close of Period
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
1
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Atria La Jolla
San Diego
CA
—
8,210
46,315
(
1,070
)
8,216
45,239
53,455
4,821
48,634
1984
2017
35
years
Atria Penasquitos
San Diego
CA
—
2,649
24,067
2,325
2,711
26,330
29,041
2,729
26,312
1991
2017
35
years
Atria Collwood
San Diego
CA
—
290
10,650
1,566
348
12,158
12,506
4,660
7,846
1976
2011
35
years
Atria Rancho Park
San Dimas
CA
—
4,066
14,306
2,273
4,625
16,020
20,645
6,545
14,100
1975
2011
35
years
Regency of Evergreen Valley
San Jose
CA
—
6,800
3,637
1,299
2,707
9,029
11,736
3,217
8,519
1998
2011
35
years
Atria Willow Glen
San Jose
CA
—
8,521
43,168
3,896
8,627
46,958
55,585
14,216
41,369
1976
2011
35
years
Atria San Juan
San Juan Capistrano
CA
—
5,110
29,436
9,287
5,353
38,480
43,833
17,013
26,820
1985
2011
35
years
Atria Hillsdale
San Mateo
CA
—
5,240
15,956
29,714
7,042
43,868
50,910
7,720
43,190
1986
2011
35
years
Atria Santa Clarita
Santa Clarita
CA
—
3,880
38,366
1,853
3,890
40,209
44,099
8,612
35,487
2001
2015
35
years
Atria Sunnyvale
Sunnyvale
CA
—
6,120
30,068
5,456
6,247
35,397
41,644
12,938
28,706
1977
2011
35
years
Atria Park of Tarzana
Tarzana
CA
—
960
47,547
6,714
5,861
49,360
55,221
12,761
42,460
2008
2013
35
years
Atria Park of Vintage Hills
Temecula
CA
—
4,674
44,341
3,582
4,892
47,705
52,597
13,486
39,111
2000
2013
35
years
Atria Park of Grand Oaks
Thousand Oaks
CA
—
5,994
50,309
1,691
6,069
51,925
57,994
14,147
43,847
2002
2013
35
years
Atria Hillcrest
Thousand Oaks
CA
—
6,020
25,635
10,655
6,624
35,686
42,310
16,628
25,682
1987
2011
35
years
Atria Walnut Creek
Walnut Creek
CA
—
6,910
15,797
17,635
7,642
32,700
40,342
17,960
22,382
1978
2011
35
years
Atria Valley View
Walnut Creek
CA
—
7,139
53,914
3,287
7,193
57,147
64,340
25,830
38,510
1977
2011
35
years
Atria Longmont
Longmont
CO
—
2,807
24,877
1,528
2,874
26,338
29,212
7,837
21,375
2009
2012
35
years
Atria Darien
Darien
CT
—
653
37,587
12,387
1,202
49,425
50,627
18,589
32,038
1997
2011
35
years
Atria Larson Place
Hamden
CT
—
1,850
16,098
2,741
1,889
18,800
20,689
6,806
13,883
1999
2011
35
years
Atria Greenridge Place
Rocky Hill
CT
—
2,170
32,553
2,898
2,392
35,229
37,621
11,351
26,270
1998
2011
35
years
Atria Stamford
Stamford
CT
—
1,200
62,432
20,362
1,487
82,507
83,994
26,793
57,201
1975
2011
35
years
Atria Crossroads Place
Waterford
CT
—
2,401
36,495
8,089
2,577
44,408
46,985
16,966
30,019
2000
2011
35
years
Atria Hamilton Heights
West Hartford
CT
—
3,120
14,674
4,118
3,163
18,749
21,912
8,054
13,858
1904
2011
35
years
Atria Windsor Woods
Hudson
FL
—
1,610
32,432
3,959
1,744
36,257
38,001
12,508
25,493
1988
2011
35
years
Atria Park of Baypoint Village
Hudson
FL
—
2,083
28,841
10,180
2,369
38,735
41,104
15,605
25,499
1986
2011
35
years
Atria Park of San Pablo
Jacksonville
FL
—
1,620
14,920
1,365
1,660
16,245
17,905
5,499
12,406
1999
2011
35
years
Atria Park of St. Joseph's
Jupiter
FL
—
5,520
30,720
2,309
5,579
32,970
38,549
9,286
29,263
2007
2013
35
years
Atria Lady Lake
Lady Lake
FL
—
3,752
26,265
(
14,417
)
3,769
11,831
15,600
5,622
9,978
2010
2015
35
years
Atria Park of Lake Forest
Sanford
FL
—
3,589
32,586
5,481
4,104
37,552
41,656
12,604
29,052
2002
2011
35
years
Atria Evergreen Woods
Spring Hill
FL
—
2,370
28,371
6,382
2,574
34,549
37,123
13,071
24,052
1981
2011
35
years
Atria North Point
Alpharetta
GA
37,704
4,830
78,318
3,689
4,868
81,969
86,837
19,856
66,981
2007
2014
35
years
Atria Buckhead
Atlanta
GA
—
3,660
5,274
1,501
3,688
6,747
10,435
3,021
7,414
1996
2011
35
years
Atria Park of Tucker
Tucker
GA
—
1,103
20,679
870
1,120
21,532
22,652
6,008
16,644
2000
2013
35
years
Atria Park of Glen Ellyn
Glen Ellyn
IL
—
2,455
34,064
270
2,748
34,041
36,789
15,538
21,251
2000
2007
35
years
Atria Newburgh
Newburgh
IN
—
1,150
22,880
1,700
1,155
24,575
25,730
7,703
18,027
1998
2011
35
years
Atria Hearthstone East
Topeka
KS
—
1,150
20,544
1,118
1,241
21,571
22,812
7,570
15,242
1998
2011
35
years
Atria Hearthstone West
Topeka
KS
—
1,230
28,379
2,668
1,267
31,010
32,277
11,155
21,122
1987
2011
35
years
Atria Highland Crossing
Covington
KY
—
1,677
14,393
1,859
1,693
16,236
17,929
6,272
11,657
1988
2011
35
years
131
Location
Initial Cost to Company
Gross Amount Carried at Close of Period
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
1
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Atria Summit Hills
Crestview Hills
KY
—
1,780
15,769
1,369
1,812
17,106
18,918
6,037
12,881
1998
2011
35
years
Atria Elizabethtown
Elizabethtown
KY
—
850
12,510
1,038
884
13,514
14,398
4,589
9,809
1996
2011
35
years
Atria St. Matthews
Louisville
KY
—
939
9,274
1,461
968
10,706
11,674
4,610
7,064
1998
2011
35
years
Atria Stony Brook
Louisville
KY
—
1,860
17,561
1,526
1,953
18,994
20,947
6,627
14,320
1999
2011
35
years
Atria Springdale
Louisville
KY
—
1,410
16,702
1,724
1,451
18,385
19,836
6,372
13,464
1999
2011
35
years
Atria Kennebunk
Kennebunk
ME
—
1,090
23,496
1,745
1,159
25,172
26,331
8,496
17,835
1998
2011
35
years
Atria Manresa
Annapolis
MD
—
4,193
19,000
2,511
4,465
21,239
25,704
7,368
18,336
1920
2011
35
years
Atria Salisbury
Salisbury
MD
—
1,940
24,500
(
3,220
)
1,979
21,241
23,220
7,991
15,229
1995
2011
35
years
Atria Marland Place
Andover
MA
—
1,831
34,592
19,905
1,996
54,332
56,328
25,066
31,262
1996
2011
35
years
Atria Longmeadow Place
Burlington
MA
—
5,310
58,021
2,305
5,387
60,249
65,636
18,432
47,204
1998
2011
35
years
Atria Fairhaven
Fairhaven
MA
—
1,100
16,093
1,391
1,157
17,427
18,584
5,587
12,997
1999
2011
35
years
Atria Woodbriar Place
Falmouth
MA
—
4,630
27,314
5,936
6,433
31,447
37,880
9,746
28,134
2013
2013
35
years
Atria Woodbriar Park
Falmouth
MA
—
1,970
43,693
21,590
2,711
64,542
67,253
24,349
42,904
1975
2011
35
years
Atria Draper Place
Hopedale
MA
—
1,140
17,794
1,953
1,234
19,653
20,887
6,681
14,206
1998
2011
35
years
Atria Merrimack Place
Newburyport
MA
—
2,774
40,645
24,722
4,319
63,822
68,141
12,969
55,172
2000
2011
35
years
Atria Marina Place
Quincy
MA
—
2,590
33,899
2,202
2,780
35,911
38,691
11,634
27,057
1999
2011
35
years
Atria Park of Ann Arbor
Ann Arbor
MI
—
1,703
15,857
2,124
1,837
17,847
19,684
8,105
11,579
2001
2007
35
years
Atria Kinghaven
Riverview
MI
—
1,440
26,260
3,840
1,614
29,926
31,540
10,094
21,446
1987
2011
35
years
Atria Seville
Las Vegas
NV
—
—
796
2,085
26
2,855
2,881
2,097
784
1999
2011
35
years
Atria Summit Ridge
Reno
NV
—
4
407
878
27
1,262
1,289
939
350
1997
2011
35
years
Atria Cranford
Cranford
NJ
—
8,260
61,411
5,980
8,420
67,231
75,651
22,636
53,015
1993
2011
35
years
Atria Tinton Falls
Tinton Falls
NJ
—
6,580
13,258
1,966
6,762
15,042
21,804
6,133
15,671
1999
2011
35
years
Atria Shaker
Albany
NY
—
1,520
29,667
6,180
1,652
35,715
37,367
10,245
27,122
1997
2011
35
years
Atria Crossgate
Albany
NY
—
1,080
20,599
1,280
1,100
21,859
22,959
7,542
15,417
1980
2011
35
years
Atria Woodlands
Ardsley
NY
43,744
7,660
65,581
3,559
7,718
69,082
76,800
22,346
54,454
2005
2011
35
years
Atria Bay Shore
Bay Shore
NY
15,275
4,440
31,983
3,128
4,453
35,098
39,551
11,788
27,763
1900
2011
35
years
Atria Briarcliff Manor
Briarcliff Manor
NY
—
6,560
33,885
3,541
6,725
37,261
43,986
12,390
31,596
1997
2011
35
years
Atria Riverdale
Bronx
NY
—
1,020
24,149
16,674
1,084
40,759
41,843
18,224
23,619
1999
2011
35
years
Atria Delmar Place
Delmar
NY
—
1,201
24,850
1,249
1,223
26,077
27,300
6,450
20,850
2004
2013
35
years
Atria East Northport
East Northport
NY
—
9,960
34,467
20,194
10,250
54,371
64,621
19,574
45,047
1996
2011
35
years
Atria Glen Cove
Glen Cove
NY
—
2,035
25,190
1,594
2,066
26,753
28,819
14,990
13,829
1997
2011
35
years
Atria Great Neck
Great Neck
NY
—
3,390
54,051
28,881
3,482
82,840
86,322
25,162
61,160
1998
2011
35
years
Atria Cutter Mill
Great Neck
NY
—
2,750
47,919
3,865
2,761
51,773
54,534
16,113
38,421
1999
2011
35
years
Atria Huntington
Huntington Station
NY
—
8,190
1,169
2,943
8,232
4,070
12,302
3,231
9,071
1987
2011
35
years
Atria Hertlin Place
Lake Ronkonkoma
NY
—
7,886
16,391
2,622
7,889
19,010
26,899
6,071
20,828
2002
2012
35
years
Atria Lynbrook
Lynbrook
NY
—
3,145
5,489
15,273
3,176
20,731
23,907
3,144
20,763
1996
2011
35
years
Atria Tanglewood
Lynbrook
NY
22,705
4,120
37,348
1,516
4,145
38,839
42,984
12,123
30,861
2005
2011
35
years
Atria West 86
New York
NY
—
80
73,685
7,786
167
81,384
81,551
27,323
54,228
1998
2011
35
years
132
Location
Initial Cost to Company
Gross Amount Carried at Close of Period
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
1
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Atria on the Hudson
Ossining
NY
—
8,123
63,089
5,583
8,217
68,578
76,795
23,548
53,247
1972
2011
35
years
Atria Plainview
Plainview
NY
—
2,480
16,060
2,445
2,666
18,319
20,985
6,496
14,489
2000
2011
35
years
Atria Rye Brook
Port Chester
NY
—
9,660
74,936
3,632
9,751
78,477
88,228
24,361
63,867
2004
2011
35
years
Atria Kew Gardens
Queens
NY
—
3,051
66,013
9,460
3,081
75,443
78,524
25,005
53,519
1999
2011
35
years
Atria Forest Hills
Queens
NY
—
2,050
16,680
2,312
2,074
18,968
21,042
6,487
14,555
2001
2011
35
years
Atria on Roslyn Harbor
Roslyn
NY
65,000
12,909
72,720
3,143
12,974
75,798
88,772
23,819
64,953
2006
2011
35
years
Atria Guilderland
Slingerlands
NY
—
1,170
22,414
1,027
1,210
23,401
24,611
7,540
17,071
1950
2011
35
years
Atria South Setauket
South Setauket
NY
—
8,450
14,534
2,347
8,842
16,489
25,331
7,528
17,803
1967
2011
35
years
Atria Southpoint Walk
Durham
NC
—
2,130
25,920
1,673
2,135
27,588
29,723
7,806
21,917
2009
2013
35
years
Atria Oakridge
Raleigh
NC
—
1,482
28,838
1,803
1,519
30,604
32,123
8,750
23,373
2009
2013
35
years
Atria Bethlehem
Bethlehem
PA
—
2,479
22,870
1,466
2,500
24,315
26,815
8,353
18,462
1998
2011
35
years
Atria Center City
Philadelphia
PA
—
3,460
18,291
18,490
3,535
36,706
40,241
13,623
26,618
1964
2011
35
years
Atria South Hills
Pittsburgh
PA
—
880
10,884
1,187
940
12,011
12,951
4,512
8,439
1998
2011
35
years
Atria Bay Spring Village
Barrington
RI
—
2,000
33,400
3,245
2,103
36,542
38,645
13,037
25,608
2000
2011
35
years
Atria Harborhill
East Greenwich
RI
—
2,089
21,702
2,003
2,186
23,608
25,794
8,175
17,619
1835
2011
35
years
Atria Lincoln Place
Lincoln
RI
—
1,440
12,686
1,615
1,475
14,266
15,741
5,461
10,280
2000
2011
35
years
Atria Aquidneck Place
Portsmouth
RI
—
2,810
31,623
1,358
2,814
32,977
35,791
10,251
25,540
1999
2011
35
years
Atria Forest Lake
Columbia
SC
—
670
13,946
1,211
693
15,134
15,827
4,988
10,839
1999
2011
35
years
Atria Weston Place
Knoxville
TN
—
793
7,961
1,655
969
9,440
10,409
3,559
6,850
1993
2011
35
years
Atria at the Arboretum
Austin
TX
—
8,280
61,764
3,715
8,377
65,382
73,759
18,129
55,630
2009
2012
35
years
Atria Carrollton
Carrollton
TX
5,108
360
20,465
1,882
370
22,337
22,707
7,588
15,119
1998
2011
35
years
Atria Grapevine
Grapevine
TX
—
2,070
23,104
2,109
2,092
25,191
27,283
8,020
19,263
1999
2011
35
years
Atria Westchase
Houston
TX
—
2,318
22,278
1,653
2,347
23,902
26,249
8,030
18,219
1999
2011
35
years
Atria Cinco Ranch
Katy
TX
—
3,171
73,287
2,195
3,201
75,452
78,653
14,713
63,940
2010
2015
35
years
Atria Kingwood
Kingwood
TX
—
1,170
4,518
1,141
1,213
5,616
6,829
2,397
4,432
1998
2011
35
years
Atria at Hometown
North Richland Hills
TX
—
1,932
30,382
3,130
1,963
33,481
35,444
9,642
25,802
2007
2013
35
years
Atria Canyon Creek
Plano
TX
—
3,110
45,999
3,932
3,148
49,893
53,041
14,590
38,451
2009
2013
35
years
Atria Cypresswood
Spring
TX
—
880
9,192
680
984
9,768
10,752
3,938
6,814
1996
2011
35
years
Atria Sugar Land
Sugar Land
TX
—
970
17,542
1,110
980
18,642
19,622
6,211
13,411
1999
2011
35
years
Atria Copeland
Tyler
TX
—
1,879
17,901
2,239
1,913
20,106
22,019
6,642
15,377
1997
2011
35
years
Atria Willow Park
Tyler
TX
—
920
31,271
2,041
986
33,246
34,232
11,078
23,154
1985
2011
35
years
Atria Virginia Beach
Virginia Beach
VA
—
1,749
33,004
1,162
1,815
34,100
35,915
11,130
24,785
1998
2011
35
years
Arbour Lake
Calgary
AB
—
2,512
39,188
(
2,110
)
2,304
37,286
39,590
8,334
31,256
2003
2014
35
years
Canyon Meadows
Calgary
AB
—
1,617
30,803
(
1,473
)
1,483
29,464
30,947
6,879
24,068
1995
2014
35
years
Churchill Manor
Edmonton
AB
—
2,865
30,482
(
1,423
)
2,627
29,297
31,924
6,693
25,231
1999
2014
35
years
The View at Lethbridge
Lethbridge
AB
—
2,503
24,770
(
1,135
)
2,306
23,832
26,138
5,791
20,347
2007
2014
35
years
Victoria Park
Red Deer
AB
—
1,188
22,554
(
268
)
1,087
22,387
23,474
5,565
17,909
1999
2014
35
years
Ironwood Estates
St. Albert
AB
—
3,639
22,519
(
462
)
3,360
22,336
25,696
5,574
20,122
1998
2014
35
years
133
Location
Initial Cost to Company
Gross Amount Carried at Close of Period
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
1
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Longlake Chateau
Nanaimo
BC
—
1,874
22,910
(
761
)
1,717
22,306
24,023
5,661
18,362
1990
2014
35
years
Prince George Chateau
Prince George
BC
—
2,066
22,761
(
786
)
1,891
22,150
24,041
5,493
18,548
2005
2014
35
years
The Victorian
Victoria
BC
—
3,419
16,351
(
132
)
3,162
16,476
19,638
4,406
15,232
1988
2014
35
years
The Victorian at McKenzie
Victoria
BC
—
4,801
25,712
(
709
)
4,394
25,410
29,804
6,251
23,553
2003
2014
35
years
Riverheights Terrace
Brandon
MB
—
799
27,708
(
750
)
735
27,022
27,757
6,492
21,265
2001
2014
35
years
Amber Meadow
Winnipeg
MB
—
3,047
17,821
(
22
)
2,789
18,057
20,846
5,118
15,728
2000
2014
35
years
The Westhaven
Winnipeg
MB
—
871
23,162
(
222
)
829
22,982
23,811
5,611
18,200
1988
2014
35
years
Ste. Anne's Court
Fredericton
NB
—
1,221
29,626
(
1,216
)
1,129
28,502
29,631
6,787
22,844
2002
2014
35
years
Chateau de Champlain
St. John
NB
—
796
24,577
(
324
)
746
24,303
25,049
6,121
18,928
2002
2014
35
years
The Court at Brooklin
Brooklin
ON
—
2,515
35,602
(
1,118
)
2,539
34,460
36,999
7,905
29,094
2004
2014
35
years
Burlington Gardens
Burlington
ON
—
7,560
50,744
(
3,211
)
6,925
48,168
55,093
10,423
44,670
2008
2014
35
years
The Court at Rushdale
Hamilton
ON
—
1,799
34,633
(
1,486
)
1,643
33,303
34,946
7,735
27,211
2004
2014
35
years
Kingsdale Chateau
Kingston
ON
—
2,221
36,272
(
1,440
)
2,097
34,956
37,053
8,044
29,009
2000
2014
35
years
The Court at Barrhaven
Nepean
ON
—
1,778
33,922
(
1,241
)
1,685
32,774
34,459
7,818
26,641
2004
2014
35
years
Crystal View Lodge
Nepean
ON
—
1,587
37,243
(
799
)
1,669
36,362
38,031
8,277
29,754
2000
2014
35
years
Stamford Estates
Niagara Falls
ON
—
1,414
29,439
(
1,145
)
1,291
28,417
29,708
6,498
23,210
2005
2014
35
years
Sherbrooke Heights
Peterborough
ON
—
2,485
33,747
(
1,250
)
2,277
32,705
34,982
7,745
27,237
2001
2014
35
years
Anchor Pointe
St. Catharines
ON
—
8,214
24,056
(
349
)
7,544
24,377
31,921
6,128
25,793
2000
2014
35
years
The Court at Pringle Creek
Whitby
ON
—
2,965
39,206
(
2,347
)
2,780
37,044
39,824
8,495
31,329
2002
2014
35
years
La Residence Steger
Saint-Laurent
QC
—
1,995
10,926
1,542
1,926
12,537
14,463
3,906
10,557
1999
2014
35
years
Mulberry Estates
Moose Jaw
SK
—
2,173
31,791
(
1,371
)
2,094
30,499
32,593
7,219
25,374
2003
2014
35
years
Queen Victoria Estates
Regina
SK
—
3,018
34,109
(
1,523
)
2,770
32,834
35,604
7,644
27,960
2000
2014
35
years
Primrose Chateau
Saskatoon
SK
—
2,611
32,729
(
899
)
2,459
31,982
34,441
7,458
26,983
1996
2014
35
years
Amberwood
Port Richey
Florida
—
1,320
—
—
1,320
—
1,320
—
1,320
N/A
2011
N/A
Atria Development & Construction Fees
—
—
163
—
—
163
163
—
163
CIP
CIP
CIP
TOTAL FOR ATRIA SENIOR HOUSING COMMUNITIES
207,400
535,915
4,731,839
568,954
556,362
5,280,346
5,836,708
1,657,519
4,179,189
OTHER SENIOR HOUSING COMMUNITIES
Elmcroft of Grayson Valley
Birmingham
AL
—
1,040
19,145
(
4,072
)
1,046
15,067
16,113
6,102
10,011
2000
2011
35
years
Elmcroft of Byrd Springs
Hunstville
AL
—
1,720
11,270
1,443
1,729
12,704
14,433
4,253
10,180
1999
2011
35
years
Elmcroft of Heritage Woods
Mobile
AL
—
1,020
10,241
1,217
1,027
11,451
12,478
3,814
8,664
2000
2011
35
years
Rosewood Manor
Scottsboro
AL
—
680
4,038
—
680
4,038
4,718
1,202
3,516
1998
2011
35
years
Chandler Memory Care Community
Chandler
AZ
—
2,910
8,882
184
3,094
8,882
11,976
2,681
9,295
2012
2012
35
years
Silver Creek Inn Memory Care Community
Gilbert
AZ
—
890
5,918
—
890
5,918
6,808
1,664
5,144
2012
2012
35
years
Prestige Assisted Living at Green Valley
Green Valley
AZ
—
1,227
13,977
—
1,227
13,977
15,204
2,779
12,425
1998
2014
35
years
134
Location
Initial Cost to Company
Gross Amount Carried at Close of Period
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
1
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Prestige Assisted Living at Lake Havasu City
Lake Havasu
AZ
—
594
14,792
—
594
14,792
15,386
2,925
12,461
1999
2014
35
years
Arbor Rose
Mesa
AZ
—
1,100
11,880
2,434
1,100
14,314
15,414
5,874
9,540
1999
2011
35
years
The Stratford
Phoenix
AZ
—
1,931
33,576
1,221
1,931
34,797
36,728
6,765
29,963
2001
2014
35
years
Amber Creek Inn Memory Care
Scottsdale
AZ
—
2,310
6,322
677
2,185
7,124
9,309
1,236
8,073
1986
2011
35
years
Prestige Assisted Living at Sierra Vista
Sierra Vista
AZ
—
295
13,224
—
295
13,224
13,519
2,610
10,909
1999
2014
35
years
Rock Creek Memory Care Community
Surprise
AZ
9,687
826
16,353
3
826
16,356
17,182
1,666
15,516
2017
2017
35
years
Elmcroft of Tempe
Tempe
AZ
—
1,090
12,942
1,846
1,098
14,780
15,878
4,861
11,017
1999
2011
35
years
Elmcroft of River Centre
Tucson
AZ
—
1,940
5,195
1,374
1,940
6,569
8,509
2,549
5,960
1999
2011
35
years
West Shores
Hot Springs
AR
—
1,326
10,904
2,091
1,326
12,995
14,321
5,572
8,749
1988
2005
35
years
Elmcroft of Maumelle
Maumelle
AR
—
1,252
7,601
682
1,359
8,176
9,535
3,346
6,189
1997
2006
35
years
Elmcroft of Mountain Home
Mountain Home
AR
—
204
8,971
521
204
9,492
9,696
3,889
5,807
1997
2006
35
years
Elmcroft of Sherwood
Sherwood
AR
—
1,320
5,693
623
1,323
6,313
7,636
2,603
5,033
1997
2006
35
years
Sierra Ridge Memory Care
Auburn
CA
—
681
6,071
—
681
6,071
6,752
1,211
5,541
2011
2014
35
years
Careage Banning
Banning
CA
—
2,970
16,037
—
2,970
16,037
19,007
5,038
13,969
2004
2011
35
years
Las Villas Del Carlsbad
Carlsbad
CA
—
1,760
30,469
5,561
1,890
35,900
37,790
13,124
24,666
1987
2006
35
years
Prestige Assisted Living at Chico
Chico
CA
—
1,069
14,929
—
1,069
14,929
15,998
2,962
13,036
1998
2014
35
years
The Meadows Senior Living
Elk Grove
CA
—
1,308
19,667
—
1,308
19,667
20,975
3,868
17,107
2003
2014
35
years
Alder Bay Assisted Living
Eureka
CA
—
1,170
5,228
(
70
)
1,170
5,158
6,328
1,729
4,599
1997
2011
35
years
Cedarbrook
Fresno
CA
—
1,652
12,613
—
1,652
12,613
14,265
1,625
12,640
2014
2017
35
years
Elmcroft of La Mesa
La Mesa
CA
—
2,431
6,101
(
1,369
)
2,431
4,732
7,163
2,536
4,627
1997
2006
35
years
Grossmont Gardens
La Mesa
CA
—
9,104
59,349
3,631
9,115
62,969
72,084
25,444
46,640
1964
2006
35
years
Palms, The
La Mirada
CA
—
2,700
43,919
(
260
)
2,700
43,659
46,359
9,321
37,038
1990
2013
35
years
Prestige Assisted Living at Lancaster
Lancaster
CA
—
718
10,459
—
718
10,459
11,177
2,075
9,102
1999
2014
35
years
Prestige Assisted Living at Marysville
Marysville
CA
—
741
7,467
—
741
7,467
8,208
1,487
6,721
1999
2014
35
years
Mountview Retirement Residence
Montrose
CA
—
1,089
15,449
3,208
1,089
18,657
19,746
6,603
13,143
1974
2006
35
years
Redwood Retirement
Napa
CA
—
2,798
12,639
133
2,798
12,772
15,570
2,711
12,859
1986
2013
35
years
Prestige Assisted Living at Oroville
Oroville
CA
—
638
8,079
—
638
8,079
8,717
1,605
7,112
1999
2014
35
years
Valencia Commons
Rancho Cucamonga
CA
—
1,439
36,363
(
418
)
1,439
35,945
37,384
7,687
29,697
2002
2013
35
years
Shasta Estates
Redding
CA
—
1,180
23,463
(
58
)
1,180
23,405
24,585
4,983
19,602
2009
2013
35
years
The Vistas
Redding
CA
—
1,290
22,033
—
1,290
22,033
23,323
6,561
16,762
2007
2011
35
years
Elmcroft of Point Loma
San Diego
CA
—
2,117
6,865
(
1,416
)
16
7,550
7,566
2,935
4,631
1999
2006
35
years
Villa Santa Barbara
Santa Barbara
CA
—
1,219
12,426
5,357
1,219
17,783
19,002
6,522
12,480
1977
2005
35
years
Oak Terrace Memory Care
Soulsbyville
CA
—
1,146
5,275
—
1,146
5,275
6,421
1,067
5,354
1999
2014
35
years
Skyline Place Senior Living
Sonora
CA
—
1,815
28,472
—
1,815
28,472
30,287
5,620
24,667
1996
2014
35
years
Eagle Lake Village
Susanville
CA
—
1,165
6,719
—
1,165
6,719
7,884
1,778
6,106
2006
2012
35
years
Bonaventure, The
Ventura
CA
—
5,294
32,747
(
496
)
5,294
32,251
37,545
6,936
30,609
2005
2013
35
years
Sterling Inn
Victorville
CA
12,558
733
18,564
6,925
733
25,489
26,222
2,514
23,708
1992
2017
35
years
135
Location
Initial Cost to Company
Gross Amount Carried at Close of Period
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
1
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Sterling Commons
Victorville
CA
5,850
768
13,124
—
768
13,124
13,892
1,632
12,260
1994
2017
35
years
Prestige Assisted Living at Visalia
Visalia
CA
—
1,300
8,378
—
1,300
8,378
9,678
1,679
7,999
1998
2014
35
years
Highland Trail
Broomfield
CO
—
2,511
26,431
(
370
)
2,511
26,061
28,572
5,596
22,976
2009
2013
35
years
Caley Ridge
Englewood
CO
—
1,157
13,133
—
1,157
13,133
14,290
3,476
10,814
1999
2012
35
years
Garden Square at Westlake
Greeley
CO
—
630
8,211
—
630
8,211
8,841
2,530
6,311
1998
2011
35
years
Garden Square of Greeley
Greeley
CO
—
330
2,735
—
330
2,735
3,065
848
2,217
1995
2011
35
years
Lakewood Estates
Lakewood
CO
—
1,306
21,137
(
2
)
1,306
21,135
22,441
4,508
17,933
1988
2013
35
years
Sugar Valley Estates
Loveland
CO
—
1,255
21,837
(
240
)
1,255
21,597
22,852
4,627
18,225
2009
2013
35
years
Devonshire Acres
Sterling
CO
—
950
10,092
555
965
10,632
11,597
3,481
8,116
1979
2011
35
years
The Hearth at Gardenside
Branford
CT
—
7,000
31,518
—
7,000
31,518
38,518
9,377
29,141
1999
2011
35
years
The Hearth at Tuxis Pond
Madison
CT
—
1,610
44,322
—
1,610
44,322
45,932
12,695
33,237
2002
2011
35
years
White Oaks
Manchester
CT
—
2,584
34,507
(
474
)
2,584
34,033
36,617
7,302
29,315
2007
2013
35
years
Hampton Manor Belleview
Belleview
FL
—
390
8,337
100
390
8,437
8,827
2,539
6,288
1988
2011
35
years
Sabal House
Cantonment
FL
—
430
5,902
—
430
5,902
6,332
1,760
4,572
1999
2011
35
years
Bristol Park of Coral Springs
Coral Springs
FL
—
3,280
11,877
2,372
3,280
14,249
17,529
4,077
13,452
1999
2011
35
years
Stanley House
Defuniak Springs
FL
—
410
5,659
—
410
5,659
6,069
1,685
4,384
1999
2011
35
years
Barrington Terrace of Ft. Myers
Fort Myers
FL
—
2,105
18,190
1,659
2,110
19,844
21,954
4,860
17,094
2001
2015
35
years
The Peninsula
Hollywood
FL
—
3,660
9,122
1,416
3,660
10,538
14,198
3,499
10,699
1972
2011
35
years
Elmcroft of Timberlin Parc
Jacksonville
FL
—
455
5,905
641
455
6,546
7,001
2,714
4,287
1998
2006
35
years
Forsyth House
Milton
FL
—
610
6,503
—
610
6,503
7,113
1,923
5,190
1999
2011
35
years
Barrington Terrace of Naples
Naples
FL
—
2,596
18,716
1,750
2,610
20,452
23,062
4,535
18,527
2004
2015
35
years
The Carlisle Naples
Naples
FL
—
8,406
78,091
—
8,406
78,091
86,497
22,458
64,039
1998
2011
35
years
Naples ALZ Development
Naples
FL
—
2,983
—
—
2,983
—
2,983
—
2,983
CIP
CIP
CIP
Hampton Manor at 24th Road
Ocala
FL
—
690
8,767
121
690
8,888
9,578
2,613
6,965
1996
2011
35
years
Hampton Manor at Deerwood
Ocala
FL
—
790
5,605
3,818
983
9,230
10,213
2,550
7,663
2005
2011
35
years
Las Palmas
Palm Coast
FL
—
984
30,009
(
219
)
984
29,790
30,774
6,358
24,416
2009
2013
35
years
Elmcroft of Pensacola
Pensacola
FL
—
2,230
2,362
997
2,240
3,349
5,589
1,143
4,446
1999
2011
35
years
Magnolia House
Quincy
FL
—
400
5,190
—
400
5,190
5,590
1,567
4,023
1999
2011
35
years
Elmcroft of Tallahassee
Tallahassee
FL
—
2,430
17,745
435
2,448
18,162
20,610
5,465
15,145
1999
2011
35
years
Tallahassee Memory Care
Tallahassee
FL
—
640
8,013
(
5,473
)
653
2,527
3,180
2,153
1,027
1999
2011
35
years
Bristol Park of Tamarac
Tamarac
FL
—
3,920
14,130
2,207
3,920
16,337
20,257
4,720
15,537
2000
2011
35
years
Elmcroft of Carrolwood
Tampa
FL
—
5,410
20,944
(
7,544
)
5,417
13,393
18,810
6,992
11,818
2001
2011
35
years
Arbor Terrace of Athens
Athens
GA
—
1,767
16,442
683
1,777
17,115
18,892
3,775
15,117
1998
2015
35
years
Arbor Terrace at Cascade
Atlanta
GA
—
3,052
9,040
956
3,057
9,991
13,048
3,089
9,959
1999
2015
35
years
Augusta Gardens
Augusta
GA
—
530
10,262
308
543
10,557
11,100
3,286
7,814
1997
2011
35
years
Benton House of Covington
Covington
GA
—
1,297
11,397
441
1,298
11,837
13,135
2,676
10,459
2009
2015
35
years
Arbor Terrace of Decatur
Decatur
GA
—
3,102
19,599
(
403
)
1,298
21,000
22,298
4,459
17,839
1990
2015
35
years
Benton House of Douglasville
Douglasville
GA
—
1,697
15,542
224
1,697
15,766
17,463
3,394
14,069
2010
2015
35
years
Elmcroft of Martinez
Martinez
GA
—
408
6,764
1,054
408
7,818
8,226
2,885
5,341
1997
2007
35
years
136
Location
Initial Cost to Company
Gross Amount Carried at Close of Period
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
1
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Benton House of Newnan
Newnan
GA
—
1,474
17,487
319
1,487
17,793
19,280
3,766
15,514
2010
2015
35
years
Elmcroft of Roswell
Roswell
GA
—
1,867
15,835
806
1,880
16,628
18,508
3,357
15,151
1997
2014
35
years
Benton Village of Stockbridge
Stockbridge
GA
—
2,221
21,989
868
2,232
22,846
25,078
5,041
20,037
2008
2015
35
years
Benton House of Sugar Hill
Sugar Hill
GA
—
2,173
14,937
265
2,183
15,192
17,375
3,446
13,929
2010
2015
35
years
Villas of St. James - Breese, IL
Breese
IL
—
671
6,849
—
671
6,849
7,520
1,657
5,863
2009
2015
35
years
Villas of Holly Brook - Chatham, IL
Chatham
IL
—
1,185
8,910
—
1,185
8,910
10,095
2,240
7,855
2012
2015
35
years
Villas of Holly Brook - Effingham, IL
Effingham
IL
—
508
6,624
—
508
6,624
7,132
1,565
5,567
2011
2015
35
years
Villas of Holly Brook - Herrin, IL
Herrin
IL
—
2,175
9,605
—
2,175
9,605
11,780
2,798
8,982
2012
2015
35
years
Villas of Holly Brook - Marshall, IL
Marshall
IL
—
1,461
4,881
—
1,461
4,881
6,342
1,630
4,712
2012
2015
35
years
Villas of Holly Brook - Newton, IL
Newton
IL
—
458
4,590
—
458
4,590
5,048
1,197
3,851
2011
2015
35
years
Rochester Senior Living at Wyndcrest
Rochester
IL
—
570
6,536
249
570
6,785
7,355
1,642
5,713
2005
2015
35
years
Villas of Holly Brook, Shelbyville, IL
Shelbyville
IL
—
2,292
3,351
—
2,292
3,351
5,643
1,810
3,833
2011
2015
35
years
Elmcroft of Muncie
Muncie
IN
—
244
11,218
1,121
324
12,259
12,583
4,664
7,919
1998
2007
35
years
Wood Ridge
South Bend
IN
—
590
4,850
(
35
)
590
4,815
5,405
1,469
3,936
1990
2011
35
years
Elmcroft of Florence (KY)
Florence
KY
—
1,535
21,826
1,067
1,581
22,847
24,428
4,637
19,791
2010
2014
35
years
Hartland Hills
Lexington
KY
—
1,468
23,929
(
368
)
1,468
23,561
25,029
5,054
19,975
2001
2013
35
years
Elmcroft of Mount Washington
Mount Washington
KY
—
758
12,048
840
758
12,888
13,646
2,755
10,891
2005
2014
35
years
Clover Healthcare
Auburn
ME
—
1,400
26,895
876
1,400
27,771
29,171
8,731
20,440
1982
2011
35
years
Gorham House
Gorham
ME
—
1,360
33,147
1,472
1,527
34,452
35,979
9,873
26,106
1990
2011
35
years
Kittery Estates
Kittery
ME
—
1,531
30,811
(
321
)
1,557
30,464
32,021
6,525
25,496
2009
2013
35
years
Woods at Canco
Portland
ME
—
1,441
45,578
(
676
)
1,474
44,869
46,343
9,616
36,727
2000
2013
35
years
Sentry Inn at York Harbor
York Harbor
ME
—
3,490
19,869
—
3,490
19,869
23,359
5,806
17,553
2000
2011
35
years
Elmcroft of Hagerstown
Hagerstown
MD
—
2,010
1,293
561
1,996
1,868
3,864
734
3,130
1999
2011
35
years
Heritage Woods
Agawam
MA
—
1,249
4,625
—
1,249
4,625
5,874
2,818
3,056
1997
2004
30
years
Devonshire Estates
Lenox
MA
—
1,832
31,124
(
332
)
1,832
30,792
32,624
6,590
26,034
1998
2013
35
years
Elmcroft of Downriver
Brownstown Charter Township
MI
—
320
32,652
1,360
371
33,961
34,332
9,983
24,349
2000
2011
35
years
Independence Village of East Lansing
East Lansing
MI
—
1,956
18,122
423
1,956
18,545
20,501
4,880
15,621
1989
2012
35
years
Primrose Austin
Austin
MN
—
2,540
11,707
443
2,540
12,150
14,690
3,540
11,150
2002
2011
35
years
Primrose Duluth
Duluth
MN
—
6,190
8,296
257
6,245
8,498
14,743
2,774
11,969
2003
2011
35
years
Primrose Mankato
Mankato
MN
—
1,860
8,920
352
1,860
9,272
11,132
2,985
8,147
1999
2011
35
years
Lodge at White Bear
White Bear Lake
MN
—
732
24,999
(
129
)
737
24,865
25,602
5,304
20,298
2002
2013
35
years
Assisted Living at the Meadowlands - O'Fallon, MO
O'Fallon
MO
—
2,326
14,158
—
2,326
14,158
16,484
3,499
12,985
1999
2015
35
years
Canyon Creek Inn Memory Care
Billings
MT
—
420
11,217
7
420
11,224
11,644
3,193
8,451
2011
2011
35
years
Spring Creek Inn Alzheimer's Community
Bozeman
MT
—
1,345
16,877
—
1,345
16,877
18,222
2,162
16,060
2010
2017
35
years
The Springs at Missoula
Missoula
MT
15,616
1,975
34,390
2,076
1,975
36,466
38,441
9,733
28,708
2004
2012
35
years
Crown Pointe
Omaha
NE
—
1,316
11,950
3,118
1,316
15,068
16,384
6,042
10,342
1985
2005
35
years
Prestige Assisted Living at Mira Loma
Henderson
NV
—
1,279
12,558
—
1,279
12,558
13,837
2,006
11,831
1998
2016
35
years
Birch Heights
Derry
NH
—
1,413
30,267
(
304
)
1,413
29,963
31,376
6,414
24,962
2009
2013
35
years
137
Location
Initial Cost to Company
Gross Amount Carried at Close of Period
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
1
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Bear Canyon Estates
Albuquerque
NM
—
1,879
36,223
(
368
)
1,879
35,855
37,734
7,664
30,070
1997
2013
35
years
The Woodmark at Uptown
Albuquerque
NM
—
2,439
33,276
2,081
2,471
35,325
37,796
7,231
30,565
2000
2015
35
years
Elmcroft of Quintessence
Albuquerque
NM
—
1,150
26,527
1,195
1,184
27,688
28,872
8,271
20,601
1998
2011
35
years
The Amberleigh
Buffalo
NY
—
3,498
19,097
7,269
3,512
26,352
29,864
9,858
20,006
1988
2005
35
years
Brookdale Battery Park City
New York
NY
116,100
2,903
186,978
1,490
2,913
188,458
191,371
14,043
177,328
2000
2018
35
years
The Hearth at Castle Gardens
Vestal
NY
—
1,830
20,312
2,230
1,885
22,487
24,372
8,251
16,121
1994
2011
35
years
Elmcroft of Asheboro
Asheboro
NC
—
680
15,370
522
694
15,878
16,572
4,329
12,243
1998
2011
35
years
Arbor Terrace of Asheville
Asheville
NC
—
1,365
15,679
924
1,365
16,603
17,968
3,754
14,214
1998
2015
35
years
Elmcroft of Little Avenue
Charlotte
NC
—
250
5,077
510
250
5,587
5,837
2,305
3,532
1997
2006
35
years
Elmcroft of Cramer Mountain
Cramerton
NC
—
530
18,225
225
553
18,427
18,980
5,049
13,931
1999
2011
35
years
Elmcroft of Harrisburg
Harrisburg
NC
—
1,660
15,130
711
1,685
15,816
17,501
4,310
13,191
1997
2011
35
years
Elmcroft of Hendersonville (NC)
Hendersonville
NC
—
2,210
7,372
336
2,236
7,682
9,918
2,187
7,731
2005
2011
35
years
Elmcroft of Hillsborough
Hillsborough
NC
—
1,450
19,754
383
1,470
20,117
21,587
5,533
16,054
2005
2011
35
years
Willow Grove
Matthews
NC
—
763
27,544
(
274
)
763
27,270
28,033
5,834
22,199
2009
2013
35
years
Elmcroft of Newton
Newton
NC
—
540
14,935
418
544
15,349
15,893
4,188
11,705
2000
2011
35
years
Independence Village of Olde Raleigh
Raleigh
NC
—
1,989
18,648
7
1,989
18,655
20,644
4,843
15,801
1991
2012
35
years
Elmcroft of Northridge
Raleigh
NC
—
184
3,592
2,357
207
5,926
6,133
2,113
4,020
1984
2006
35
years
Elmcroft of Salisbury
Salisbury
NC
—
1,580
25,026
394
1,580
25,420
27,000
6,939
20,061
1999
2011
35
years
Elmcroft of Shelby
Shelby
NC
—
660
15,471
488
675
15,944
16,619
4,334
12,285
2000
2011
35
years
Elmcroft of Southern Pines
Southern Pines
NC
—
1,196
10,766
966
1,210
11,718
12,928
3,674
9,254
1998
2010
35
years
Elmcroft of Southport
Southport
NC
—
1,330
10,356
253
1,349
10,590
11,939
2,984
8,955
2005
2011
35
years
Primrose Bismarck
Bismarck
ND
—
1,210
9,768
255
1,210
10,023
11,233
3,042
8,191
1994
2011
35
years
Wellington ALF - Minot ND
Minot
ND
—
3,241
9,509
—
3,241
9,509
12,750
2,745
10,005
2005
2015
35
years
Elmcroft of Lima
Lima
OH
—
490
3,368
553
495
3,916
4,411
1,623
2,788
1998
2006
35
years
Elmcroft of Ontario
Mansfield
OH
—
523
7,968
599
524
8,566
9,090
3,482
5,608
1998
2006
35
years
Elmcroft of Medina
Medina
OH
—
661
9,788
706
661
10,494
11,155
4,322
6,833
1999
2006
35
years
Elmcroft of Washington Township
Miamisburg
OH
—
1,235
12,611
743
1,236
13,353
14,589
5,479
9,110
1998
2006
35
years
Elmcroft of Sagamore Hills
Sagamore Hills
OH
—
980
12,604
995
998
13,581
14,579
5,569
9,010
2000
2006
35
years
Elmcroft of Lorain
Vermilion
OH
—
500
15,461
1,359
578
16,742
17,320
5,410
11,910
2000
2011
35
years
Gardens at Westlake Senior Living
Westlake
OH
—
2,401
20,640
690
2,413
21,318
23,731
4,874
18,857
1987
2015
35
years
Elmcroft of Xenia
Xenia
OH
—
653
2,801
1,052
678
3,828
4,506
1,550
2,956
1999
2006
35
years
Arbor House of Mustang
Mustang
OK
—
372
3,587
—
372
3,587
3,959
913
3,046
1999
2012
35
years
Arbor House of Norman
Norman
OK
—
444
7,525
—
444
7,525
7,969
1,907
6,062
2000
2012
35
years
Arbor House Reminisce Center
Norman
OK
—
438
3,028
—
438
3,028
3,466
773
2,693
2004
2012
35
years
Arbor House of Midwest City
Oklahoma City
OK
—
544
9,133
—
544
9,133
9,677
2,314
7,363
2004
2012
35
years
Mansion at Waterford
Oklahoma City
OK
—
2,077
14,184
—
2,077
14,184
16,261
3,754
12,507
1999
2012
35
years
Meadowbrook Place
Baker City
OR
—
1,430
5,311
—
1,430
5,311
6,741
1,066
5,675
1965
2014
35
years
Edgewood Downs
Beaverton
OR
—
2,356
15,476
328
2,356
15,804
18,160
3,352
14,808
1978
2013
35
years
Avamere at Hillsboro
Hillsboro
OR
—
4,400
8,353
1,413
4,400
9,766
14,166
3,296
10,870
2000
2011
35
years
138
Location
Initial Cost to Company
Gross Amount Carried at Close of Period
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
1
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
The Springs at Tanasbourne
Hillsboro
OR
30,947
4,689
55,035
—
4,689
55,035
59,724
15,653
44,071
2009
2013
35
years
The Arbor at Avamere Court
Keizer
OR
—
922
6,460
110
1,135
6,357
7,492
1,549
5,943
2012
2014
35
years
The Stafford
Lake Oswego
OR
—
1,800
16,122
884
1,806
17,000
18,806
5,272
13,534
2008
2011
35
years
The Springs at Clackamas Woods
Milwaukie
OR
13,965
1,264
22,429
5,244
1,381
27,556
28,937
6,579
22,358
1999
2012
35
years
Clackamas Woods Assisted Living
Milwaukie
OR
7,519
681
12,077
—
681
12,077
12,758
3,181
9,577
1999
2012
35
years
Avamere at Newberg
Newberg
OR
—
1,320
4,664
641
1,342
5,283
6,625
2,007
4,618
1999
2011
35
years
Avamere Living at Berry Park
Oregon City
OR
—
1,910
4,249
2,316
1,910
6,565
8,475
2,493
5,982
1972
2011
35
years
McLoughlin Place Senior Living
Oregon City
OR
—
2,418
26,819
—
2,418
26,819
29,237
5,321
23,916
1997
2014
35
years
Avamere at Bethany
Portland
OR
—
3,150
16,740
257
3,150
16,997
20,147
5,236
14,911
2002
2011
35
years
Avamere at Sandy
Sandy
OR
—
1,000
7,309
345
1,000
7,654
8,654
2,580
6,074
1999
2011
35
years
Suzanne Elise ALF
Seaside
OR
—
1,940
4,027
631
1,945
4,653
6,598
1,695
4,903
1998
2011
35
years
Necanicum Village
Seaside
OR
—
2,212
7,311
273
2,212
7,584
9,796
1,668
8,128
2001
2015
35
years
Avamere at Sherwood
Sherwood
OR
—
1,010
7,051
1,454
1,010
8,505
9,515
2,518
6,997
2000
2011
35
years
Chateau Gardens
Springfield
OR
—
1,550
4,197
—
1,550
4,197
5,747
1,247
4,500
1991
2011
35
years
Avamere at St Helens
St. Helens
OR
—
1,410
10,496
502
1,410
10,998
12,408
3,580
8,828
2000
2011
35
years
Flagstone Senior Living
The Dalles
OR
—
1,631
17,786
—
1,631
17,786
19,417
3,523
15,894
1991
2014
35
years
Elmcroft of Allison Park
Allison Park
PA
—
1,171
5,686
565
1,171
6,251
7,422
2,509
4,913
1986
2006
35
years
Elmcroft of Chippewa
Beaver Falls
PA
—
1,394
8,586
658
1,452
9,186
10,638
3,713
6,925
1998
2006
35
years
Elmcroft of Berwick
Berwick
PA
—
111
6,741
481
111
7,222
7,333
2,913
4,420
1998
2006
35
years
Elmcroft of Bridgeville
Bridgeville
PA
—
1,660
12,624
1,157
1,660
13,781
15,441
3,888
11,553
1999
2011
35
years
Elmcroft of Dillsburg
Dillsburg
PA
—
432
7,797
1,152
432
8,949
9,381
3,445
5,936
1998
2006
35
years
Elmcroft of Altoona
Duncansville
PA
—
331
4,729
614
331
5,343
5,674
2,169
3,505
1997
2006
35
years
Elmcroft of Lebanon
Lebanon
PA
—
240
7,336
555
249
7,882
8,131
3,246
4,885
1999
2006
35
years
Elmcroft of Lewisburg
Lewisburg
PA
—
232
5,666
578
238
6,238
6,476
2,544
3,932
1999
2006
35
years
Lehigh Commons
Macungie
PA
—
420
4,406
450
420
4,856
5,276
3,034
2,242
1997
2004
30
years
Elmcroft of Loyalsock
Montoursville
PA
—
413
3,412
564
429
3,960
4,389
1,639
2,750
1999
2006
35
years
Highgate at Paoli Pointe
Paoli
PA
—
1,151
9,079
—
1,151
9,079
10,230
5,227
5,003
1997
2004
30
years
Elmcroft of Mid Valley
Peckville
PA
—
619
11,662
320
619
11,982
12,601
2,412
10,189
1998
2014
35
years
Sanatoga Court
Pottstown
PA
—
360
3,233
—
360
3,233
3,593
1,908
1,685
1997
2004
30
years
Berkshire Commons
Reading
PA
—
470
4,301
—
470
4,301
4,771
2,536
2,235
1997
2004
30
years
Mifflin Court
Reading
PA
—
689
4,265
351
689
4,616
5,305
2,485
2,820
1997
2004
35
years
Elmcroft of Reading
Reading
PA
—
638
4,942
573
659
5,494
6,153
2,216
3,937
1998
2006
35
years
Elmcroft of Reedsville
Reedsville
PA
—
189
5,170
513
189
5,683
5,872
2,324
3,548
1998
2006
35
years
Elmcroft of Shippensburg
Shippensburg
PA
—
203
7,634
696
217
8,316
8,533
3,343
5,190
1999
2006
35
years
Elmcroft of State College
State College
PA
—
320
7,407
470
325
7,872
8,197
3,211
4,986
1997
2006
35
years
Elmcroft of York
York
PA
—
1,260
6,923
460
1,298
7,345
8,643
2,115
6,528
1999
2011
35
years
The Garden House
Anderson
SC
—
969
15,613
326
974
15,934
16,908
3,493
13,415
2000
2015
35
years
Forest Pines
Columbia
SC
—
1,058
27,471
(
392
)
1,058
27,079
28,137
5,797
22,340
1998
2013
35
years
Elmcroft of Florence SC
Florence
SC
—
108
7,620
1,295
122
8,901
9,023
3,756
5,267
1998
2006
35
years
139
Location
Initial Cost to Company
Gross Amount Carried at Close of Period
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
1
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Carolina Gardens at Garden City
Murrells Inlet
SC
—
1,095
8,618
91
1,095
8,709
9,804
328
9,476
1999
2019
35
years
Carolina Gardens at Rock Hill
Rock Hill
SC
—
790
9,568
109
790
9,677
10,467
359
10,108
2008
2019
35
years
Primrose Aberdeen
Aberdeen
SD
—
850
659
235
850
894
1,744
538
1,206
1991
2011
35
years
Primrose Place
Aberdeen
SD
—
310
3,242
53
310
3,295
3,605
1,017
2,588
2000
2011
35
years
Primrose Rapid City
Rapid City
SD
—
860
8,722
88
860
8,810
9,670
2,729
6,941
1997
2011
35
years
Primrose Sioux Falls
Sioux Falls
SD
—
2,180
12,936
315
2,180
13,251
15,431
4,172
11,259
2002
2011
35
years
Elmcroft of Bristol
Bristol
TN
—
470
16,006
753
480
16,749
17,229
4,634
12,595
1999
2011
35
years
Elmcroft of Hamilton Place
Chattanooga
TN
—
87
4,248
640
87
4,888
4,975
2,008
2,967
1998
2006
35
years
Elmcroft of Shallowford
Chattanooga
TN
—
580
7,568
1,554
636
9,066
9,702
3,203
6,499
1999
2011
35
years
Elmcroft of Hendersonville
Hendersonville
TN
—
600
5,304
900
600
6,204
6,804
1,335
5,469
1999
2014
35
years
Regency House
Hixson
TN
—
140
6,611
—
140
6,611
6,751
1,956
4,795
2000
2011
35
years
Elmcroft of Jackson
Jackson
TN
—
768
16,840
186
797
16,997
17,794
3,696
14,098
1998
2014
35
years
Elmcroft of Johnson City
Johnson City
TN
—
590
10,043
472
610
10,495
11,105
2,960
8,145
1999
2011
35
years
Elmcroft of Kingsport
Kingsport
TN
—
22
7,815
845
22
8,660
8,682
3,477
5,205
2000
2006
35
years
Arbor Terrace of Knoxville
Knoxville
TN
—
590
15,862
1,163
590
17,025
17,615
3,925
13,690
1997
2015
35
years
Elmcroft of West Knoxville
Knoxville
TN
—
439
10,697
1,077
464
11,749
12,213
4,832
7,381
2000
2006
35
years
Elmcroft of Halls
Knoxville
TN
—
387
4,948
665
387
5,613
6,000
1,207
4,793
1998
2014
35
years
Elmcroft of Lebanon
Lebanon
TN
—
180
7,086
1,371
200
8,437
8,637
3,530
5,107
2000
2006
35
years
Elmcroft of Bartlett
Memphis
TN
—
570
25,552
(
8,580
)
594
16,948
17,542
7,783
9,759
1999
2011
35
years
The Glenmary
Memphis
TN
—
510
5,860
3,124
510
8,984
9,494
3,373
6,121
1964
2011
35
years
Elmcroft of Murfreesboro
Murfreesboro
TN
—
940
8,030
481
940
8,511
9,451
2,398
7,053
1999
2011
35
years
Elmcroft of Brentwood
Nashville
TN
—
960
22,020
2,102
977
24,105
25,082
7,312
17,770
1998
2011
35
years
Elmcroft of Arlington
Arlington
TX
—
2,650
14,060
1,425
2,660
15,475
18,135
5,004
13,131
1998
2011
35
years
Meadowbrook ALZ
Arlington
TX
—
755
4,677
940
755
5,617
6,372
1,414
4,958
2012
2012
35
years
Elmcroft of Austin
Austin
TX
—
2,770
25,820
1,482
2,776
27,296
30,072
8,270
21,802
2000
2011
35
years
Elmcroft of Bedford
Bedford
TX
—
770
19,691
1,736
776
21,421
22,197
6,689
15,508
1999
2011
35
years
Highland Estates
Cedar Park
TX
—
1,679
28,943
(
270
)
1,679
28,673
30,352
6,137
24,215
2009
2013
35
years
Elmcroft of Rivershire
Conroe
TX
—
860
32,671
1,409
860
34,080
34,940
10,197
24,743
1997
2011
35
years
Flower Mound
Flower Mound
TX
—
900
5,512
—
900
5,512
6,412
1,664
4,748
1995
2011
35
years
Bridgewater Memory Care
Granbury
TX
—
390
8,186
—
390
8,186
8,576
2,072
6,504
2007
2012
35
years
Copperfield Estates
Houston
TX
—
1,216
21,135
(
135
)
1,216
21,000
22,216
4,480
17,736
2009
2013
35
years
Elmcroft of Braeswood
Houston
TX
—
3,970
15,919
(
4,816
)
3,974
11,099
15,073
5,492
9,581
1999
2011
35
years
Elmcroft of Cy-Fair
Houston
TX
—
1,580
21,801
1,449
1,593
23,237
24,830
7,054
17,776
1998
2011
35
years
Whitley Place
Keller
TX
—
—
5,100
773
—
5,873
5,873
2,127
3,746
1998
2008
35
years
Elmcroft of Lake Jackson
Lake Jackson
TX
—
710
14,765
1,346
712
16,109
16,821
5,089
11,732
1998
2011
35
years
Polo Park Estates
Midland
TX
—
765
29,447
(
292
)
765
29,155
29,920
6,238
23,682
1996
2013
35
years
Arbor Hills Memory Care Community
Plano
TX
—
1,014
5,719
—
1,014
5,719
6,733
1,373
5,360
2013
2013
35
years
Lakeshore Assisted Living and Memory Care
Rockwall
TX
—
1,537
12,883
—
1,537
12,883
14,420
3,282
11,138
2009
2012
35
years
140
Location
Initial Cost to Company
Gross Amount Carried at Close of Period
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
1
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Elmcroft of Windcrest
San Antonio
TX
—
920
13,011
(
164
)
932
12,835
13,767
4,673
9,094
1999
2011
35
years
Paradise Springs
Spring
TX
—
1,488
24,556
(
60
)
1,490
24,494
25,984
5,204
20,780
2008
2013
35
years
Canyon Creek Memory Care
Temple
TX
—
473
6,750
—
473
6,750
7,223
1,712
5,511
2008
2012
35
years
Elmcroft of Cottonwood
Temple
TX
—
630
17,515
1,210
630
18,725
19,355
5,792
13,563
1997
2011
35
years
Elmcroft of Mainland
Texas City
TX
—
520
14,849
1,466
574
16,261
16,835
5,186
11,649
1996
2011
35
years
Elmcroft of Victoria
Victoria
TX
—
440
13,040
1,378
448
14,410
14,858
4,556
10,302
1997
2011
35
years
Windsor Court Senior Living
Weatherford
TX
—
233
3,347
—
233
3,347
3,580
849
2,731
1994
2012
35
years
Elmcroft of Wharton
Wharton
TX
—
320
13,799
1,252
352
15,019
15,371
4,890
10,481
1996
2011
35
years
Mountain Ridge
South Ogden
UT
—
1,243
24,659
99
1,243
24,758
26,001
4,857
21,144
2001
2014
35
years
Elmcroft of Chesterfield
Richmond
VA
—
829
6,534
837
836
7,364
8,200
2,958
5,242
1999
2006
35
years
Pheasant Ridge
Roanoke
VA
—
1,813
9,027
—
1,813
9,027
10,840
2,390
8,450
1999
2012
35
years
Cascade Valley Senior Living
Arlington
WA
—
1,413
6,294
—
1,413
6,294
7,707
1,243
6,464
1995
2014
35
years
Madison House
Kirkland
WA
—
4,291
26,787
1,391
4,414
28,055
32,469
3,680
28,789
1978
2017
35
years
Delaware Plaza
Longview
WA
3,932
620
5,116
136
815
5,057
5,872
815
5,057
1972
2017
35
years
Canterbury Gardens
Longview
WA
5,351
444
13,715
157
444
13,872
14,316
1,791
12,525
1998
2017
35
years
Canterbury Inn
Longview
WA
14,568
1,462
34,664
837
1,462
35,501
36,963
4,568
32,395
1989
2017
35
years
Canterbury Park
Longview
WA
—
969
30,109
—
969
30,109
31,078
3,837
27,241
2000
2017
35
years
Bishop Place Senior Living
Pullman
WA
—
1,780
33,608
—
1,780
33,608
35,388
6,539
28,849
1998
2014
35
years
Willow Gardens
Puyallup
WA
—
1,959
35,492
(
285
)
1,980
35,186
37,166
7,519
29,647
1996
2013
35
years
Cascade Inn
Vancouver
WA
12,378
3,201
19,024
2,321
3,527
21,019
24,546
3,329
21,217
1979
2017
35
years
The Hampton & Ashley Inn
Vancouver
WA
—
1,855
21,047
—
1,855
21,047
22,902
2,670
20,232
1992
2017
35
years
The Hampton at Salmon Creek
Vancouver
WA
11,450
1,256
21,686
—
1,256
21,686
22,942
2,569
20,373
2013
2017
35
years
Elmcroft of Teays Valley
Hurricane
WV
—
1,950
14,489
736
2,041
15,134
17,175
4,219
12,956
1999
2011
35
years
Elmcroft of Martinsburg
Martinsburg
WV
—
248
8,320
911
253
9,226
9,479
3,686
5,793
1999
2006
35
years
Matthews of Appleton I
Appleton
WI
—
130
1,834
(
1,035
)
130
799
929
567
362
1996
2011
35
years
Matthews of Appleton II
Appleton
WI
—
140
2,016
(
1,085
)
140
931
1,071
709
362
1997
2011
35
years
Hunters Ridge
Beaver Dam
WI
—
260
2,380
—
260
2,380
2,640
739
1,901
1998
2011
35
years
Azura Memory Care of Beloit
Beloit
WI
—
150
4,356
427
191
4,742
4,933
1,344
3,589
1990
2011
35
years
Azura Memory Care of Clinton
Clinton
WI
—
290
4,390
—
290
4,390
4,680
1,276
3,404
1991
2011
35
years
Creekside
Cudahy
WI
—
760
1,693
—
760
1,693
2,453
563
1,890
2001
2011
35
years
Azura Memory Care of Eau Claire
Eau Claire
WI
—
210
6,259
—
210
6,259
6,469
1,792
4,677
1996
2011
35
years
Azura Memory Care of Eau Claire II
Eau Claire
WI
—
1,188
6,654
68
1,188
6,722
7,910
542
7,368
2019
2019
35
years
Chapel Valley
Fitchburg
WI
—
450
2,372
—
450
2,372
2,822
747
2,075
1998
2011
35
years
Matthews of Milwaukee II
Fox Point
WI
—
1,810
943
(
1,444
)
942
367
1,309
440
869
1999
2011
35
years
Laurel Oaks
Glendale
WI
—
2,390
43,587
5,130
2,510
48,597
51,107
14,787
36,320
1988
2011
35
years
Layton Terrace
Greenfield
WI
—
3,490
39,201
566
3,480
39,777
43,257
11,809
31,448
1999
2011
35
years
Matthews of Hartland
Hartland
WI
—
640
1,663
(
768
)
652
883
1,535
665
870
1985
2011
35
years
Matthews of Horicon
Horicon
WI
—
340
3,327
(
1,235
)
345
2,087
2,432
1,127
1,305
2002
2011
35
years
Jefferson
Jefferson
WI
—
330
2,384
—
330
2,384
2,714
741
1,973
1997
2011
35
years
141
Location
Initial Cost to Company
Gross Amount Carried at Close of Period
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
1
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Azura Memory Care of Kenosha
Kenosha
WI
—
710
3,254
3,765
1,165
6,564
7,729
1,951
5,778
1996
2011
35
years
Azura Memory Care of Manitowoc
Manitowoc
WI
—
140
1,520
—
140
1,520
1,660
465
1,195
1997
2011
35
years
The Arboretum
Menomonee Falls
WI
—
5,640
49,083
2,158
5,640
51,241
56,881
15,956
40,925
1989
2011
35
years
Matthews of Milwaukee I
Milwaukee
WI
—
1,800
935
(
1,407
)
927
401
1,328
458
870
1999
2011
35
years
Hart Park Square
Milwaukee
WI
—
1,900
21,628
69
1,900
21,697
23,597
6,395
17,202
2005
2011
35
years
Azura Memory Care of Monroe
Monroe
WI
—
490
4,964
—
490
4,964
5,454
1,455
3,999
1990
2011
35
years
Matthews of Neenah I
Neenah
WI
—
710
1,157
(
597
)
713
557
1,270
487
783
2006
2011
35
years
Matthews of Neenah II
Neenah
WI
—
720
2,339
(
1,457
)
720
882
1,602
820
782
2007
2011
35
years
Matthews of Irish Road
Neenah
WI
—
320
1,036
(
74
)
320
962
1,282
456
826
2001
2011
35
years
Matthews of Oak Creek
Oak Creek
WI
—
800
2,167
(
1,373
)
812
782
1,594
724
870
1997
2011
35
years
Azura Memory Care of Oak Creek
Oak Creek
WI
—
733
6,248
11
733
6,259
6,992
1,350
5,642
2017
2017
35
years
Azura Memory Care of Oconomowoc
Oconomowoc
WI
—
400
1,596
4,674
709
5,961
6,670
1,515
5,155
2016
2015
35
years
Wilkinson Woods of Oconomowoc
Oconomowoc
WI
—
1,100
12,436
157
1,100
12,593
13,693
3,734
9,959
1992
2011
35
years
Azura Memory Care of Oshkosh
Oshkosh
WI
—
190
949
—
190
949
1,139
351
788
1993
2011
35
years
Matthews of Pewaukee
Pewaukee
WI
—
1,180
4,124
(
1,804
)
1,197
2,303
3,500
1,499
2,001
2001
2011
35
years
Azura Memory Care of Sheboygan
Sheboygan
WI
—
1,060
6,208
1,905
1,094
8,079
9,173
1,978
7,195
1995
2011
35
years
Matthews of St. Francis I
St. Francis
WI
—
1,370
1,428
(
1,428
)
937
433
1,370
501
869
2000
2011
35
years
Matthews of St. Francis II
St. Francis
WI
—
1,370
1,666
(
1,558
)
931
547
1,478
608
870
2000
2011
35
years
Howard Village of St. Francis
St. Francis
WI
—
2,320
17,232
—
2,320
17,232
19,552
5,159
14,393
2001
2011
35
years
Azura Memory Care of Stoughton
Stoughton
WI
—
450
3,191
—
450
3,191
3,641
993
2,648
1992
2011
35
years
Oak Hill Terrace
Waukesha
WI
—
2,040
40,298
—
2,040
40,298
42,338
11,929
30,409
1985
2011
35
years
Azura Memory Care of Wausau
Wausau
WI
—
350
3,413
—
350
3,413
3,763
1,010
2,753
1997
2011
35
years
Library Square
West Allis
WI
—
1,160
23,714
—
1,160
23,714
24,874
6,925
17,949
1996
2011
35
years
Matthews of Wrightstown
Wrightstown
WI
—
140
376
12
140
388
528
199
329
1999
2011
35
years
Garden Square Assisted Living of Casper
Casper
WY
—
355
3,197
—
355
3,197
3,552
907
2,645
1996
2011
35
years
Whispering Chase
Cheyenne
WY
—
1,800
20,354
(
202
)
1,800
20,152
21,952
4,319
17,633
2008
2013
35
years
Ashridge Court
Bexhill-on-Sea
SXE
—
2,274
4,791
(
510
)
2,110
4,445
6,555
994
5,561
2010
2015
40
years
Inglewood Nursing Home
Eastbourne
SXE
—
1,908
3,021
(
355
)
1,771
2,803
4,574
717
3,857
2010
2015
40
years
Pentlow Nursing Home
Eastbourne
SXE
—
1,964
2,462
(
320
)
1,822
2,284
4,106
622
3,484
2007
2015
40
years
Willows Care Home
Romford
ESX
—
4,695
6,983
(
843
)
4,356
6,479
10,835
1,375
9,460
1986
2015
40
years
Cedars Care Home
Southend-on-Sea
ESX
—
2,649
4,925
(
546
)
2,458
4,570
7,028
997
6,031
2014
2015
40
years
Mayflower Care Home
Northfleet
GSD
—
4,330
7,519
(
854
)
4,018
6,977
10,995
1,508
9,487
2012
2015
40
years
Maples Care Home
Bexleyheath
KNT
—
5,042
7,525
(
906
)
4,679
6,982
11,661
1,495
10,166
2007
2015
40
years
Barty House Nursing Home
Maidstone
KNT
—
3,769
3,089
(
494
)
3,497
2,867
6,364
797
5,567
2013
2015
40
years
Tunbridge Wells Care Centre
Tunbridge Wells
KNT
—
4,323
5,869
(
734
)
4,012
5,446
9,458
1,164
8,294
2010
2015
40
years
Heathlands Care Home
Chingford
LON
—
5,398
7,967
(
963
)
5,009
7,393
12,402
1,613
10,789
1980
2015
40
years
Hampton Care
Hampton
MDX
—
4,119
29,021
(
1,205
)
3,970
27,965
31,935
3,012
28,923
2007
2017
40
years
Parkfield House Nursing Home
Uxbridge
MDX
—
1,974
1,009
(
108
)
1,903
972
2,875
133
2,742
2000
2017
40
years
142
Location
Initial Cost to Company
Gross Amount Carried at Close of Period
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
1
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Princeton Village of Largo
Largo
FL
—
1,718
10,438
(
4,205
)
1,718
6,233
7,951
2,551
5,400
2007
2015
35
years
Boréa
Blainville
QC
35,658
2,678
56,643
1,430
2,861
57,890
60,751
1,838
58,913
2016
2019
57
years
Caléo
Boucherville
QC
54,225
6,009
71,056
1,664
6,151
72,578
78,729
2,154
76,575
2018
2019
59
years
L'Avantage
Brossard
QC
20,086
8,771
44,920
1,465
8,950
46,206
55,156
1,627
53,529
2011
2019
52
years
Sevä
Candiac
QC
47,758
4,030
64,251
1,570
4,129
65,722
69,851
2,126
67,725
2018
2019
59
years
L'Initial
Gatineau
QC
49,215
6,720
62,928
1,561
6,861
64,348
71,209
1,963
69,246
2019
2019
60
years
La Croisée de l'Est
Granby
QC
15,335
1,136
40,998
1,143
1,159
42,118
43,277
1,553
41,724
2009
2019
50
years
Ambiance
Ile-des-Soeurs,Verdun
QC
20,512
5,007
51,624
1,571
5,108
53,094
58,202
1,978
56,224
2005
2019
46
years
Le Savignon
Lachine
QC
25,968
5,271
46,919
1,335
5,377
48,148
53,525
1,607
51,918
2013
2019
54
years
Le Cavalier
Lasalle
QC
14,908
5,892
38,926
1,350
6,010
40,158
46,168
1,662
44,506
2004
2019
45
years
Quartier Sud
Lévis
QC
29,712
1,933
47,731
650
1,931
48,383
50,314
1,536
48,778
2015
2019
56
years
Margo
Lévis
QC
40,060
2,034
63,523
1,285
2,078
64,764
66,842
1,977
64,865
2017
2019
60
years
Les Promenades du Parc
Longueuil
QC
21,495
5,832
47,101
1,662
5,950
48,645
54,595
1,986
52,609
2006
2019
47
years
Elogia
Montréal
QC
27,069
2,808
55,175
26,181
2,929
81,235
84,164
1,974
82,190
2007
2019
48
years
Les Jardins Millen
Montréal
QC
28,169
4,325
82,121
1,972
4,412
84,006
88,418
2,593
85,825
2012
2019
53
years
Le 22
Montréal
QC
38,776
6,728
70,601
1,671
6,863
72,137
79,000
2,213
76,787
2016
2019
57
years
Station Est
Montréal
QC
44,471
4,660
59,110
1,351
4,760
60,361
65,121
1,919
63,202
2017
2019
58
years
Ora
Montréal
QC
56,763
10,282
82,095
3,171
10,564
84,984
95,548
2,370
93,178
2019
2019
60
years
Elogia II
Montréal
QC
34,044
2,627
29,299
—
2,627
29,299
31,926
—
31,926
CIP
CIP
CIP
Le Quartier Mont-St-Hilaire
Mont-Saint-Hilaire
QC
14,140
1,020
32,554
1,055
1,041
33,588
34,629
1,316
33,313
2008
2019
49
years
L'Image d'Outremont
Outremont
QC
15,832
4,565
32,030
1,251
4,656
33,190
37,846
1,196
36,650
2008
2019
49
years
Le Gibraltar
Québec
QC
20,759
1,191
42,766
1,071
1,214
43,814
45,028
1,446
43,582
2013
2019
54
years
Ékla
Québec
QC
52,680
2,256
87,772
1,948
2,324
89,652
91,976
2,671
89,305
2017
2019
57
years
Le Notre-Dame
Repentigny
QC
13,751
3,290
41,474
1,516
3,357
42,923
46,280
1,846
44,434
2002
2019
43
years
Vent de l'Ouest
Sainte-Geneviève
QC
12,553
4,713
32,526
1,241
4,808
33,672
38,480
1,475
37,005
2007
2019
48
years
Les Verrières du Golf
Saint-Laurent
QC
24,201
5,183
44,363
1,746
5,312
45,980
51,292
1,821
49,471
2003
2019
44
years
Les Jardins du Campanile
Shawinigan
QC
11,621
578
16,580
905
590
17,473
18,063
903
17,160
2007
2019
48
years
VÜ
Sherbrooke
QC
35,443
706
58,073
1,298
720
59,357
60,077
1,843
58,234
2015
2019
56
years
La Cité des Tours
St-Jean-sur-Richelieu
QC
21,934
1,744
44,357
1,101
1,788
45,414
47,202
1,624
45,578
2012
2019
53
years
IVVI
St-Laurent
QC
53,183
6,307
64,131
—
6,307
64,131
70,438
374
70,064
2020
2020
60
years
VAST
St-Laurent
QC
41,809
4,648
62,521
—
4,648
62,521
67,169
84
67,085
2020
2020
60
years
Cornelius
St-Laurent
QC
9,853
7,813
25,026
—
7,813
25,026
32,839
—
32,839
CIP
CIP
CIP
Liz
St-Laurent
QC
11,534
11,937
22,567
—
11,937
22,567
34,504
—
34,504
CIP
CIP
CIP
Floréa
Terrebonne
QC
41,640
3,275
63,246
1,421
3,341
64,601
67,942
2,057
65,885
2016
2019
57
years
Les Résidences du Marché
Ste-Thérèse
QC
22,243
2,124
25,371
—
2,124
25,371
27,495
713
26,782
2000
2020
40
Years
Lilo
Ile-Perrot
QC
40,635
5,324
45,948
—
5,324
45,948
51,272
868
50,404
2017
2020
57
years
143
Location
Initial Cost to Company
Gross Amount Carried at Close of Period
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
1
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Le Félix Vaudreuil-Dorion
Vaudreuil-Dorion
QC
25,803
7,531
34,624
1,432
7,682
35,905
43,587
1,424
42,163
2010
2019
51
years
TOTAL FOR OTHER SENIOR HOUSING COMMUNITIES
1,333,759
617,774
6,179,476
188,514
615,447
6,370,317
6,985,764
1,242,978
5,742,786
TOTAL FOR SENIOR HOUSING COMMUNITIES
1,589,318
1,584,636
15,254,039
1,025,745
1,607,351
16,257,069
17,864,420
4,779,527
13,084,893
MEDICAL OFFICE BUILDINGS
St. Vincent's Medical Center East #46
Birmingham
AL
—
—
25,298
5,155
—
30,453
30,453
12,512
17,941
2005
2010
35
years
St. Vincent's Medical Center East #48
Birmingham
AL
—
—
12,698
1,308
—
14,006
14,006
5,020
8,986
1989
2010
35
years
St. Vincent's Medical Center East #52
Birmingham
AL
—
—
7,608
2,262
—
9,870
9,870
4,268
5,602
1985
2010
35
years
Crestwood Medical Pavilion
Huntsville
AL
1,667
625
16,178
732
625
16,910
17,535
5,431
12,104
1994
2011
35
years
West Valley Medical Center
Buckeye1
AZ
—
3,348
5,233
—
3,348
5,233
8,581
1,571
7,010
2011
2015
31
years
Canyon Springs Medical Plaza
Gilbert
AZ
—
—
27,497
1,106
—
28,603
28,603
8,491
20,112
2007
2012
35
years
Mercy Gilbert Medical Plaza 1
Gilbert
AZ
—
720
11,277
1,786
772
13,011
13,783
5,024
8,759
2007
2011
35
years
Mercy Gilbert Medical Plaza II
Gilbert
AZ
16,520
—
18,610
1,034
—
19,644
19,644
1,232
18,412
2019
2019
35
years
Thunderbird Paseo Medical Plaza
Glendale
AZ
—
—
12,904
1,352
20
14,236
14,256
4,451
9,805
1997
2011
35
years
Thunderbird Paseo Medical Plaza II
Glendale
AZ
—
—
8,100
999
20
9,079
9,099
2,872
6,227
2001
2011
35
years
Arrowhead Physicians Plaza
Glendale
AZ
9,967
308
19,671
548
308
20,219
20,527
1,454
19,073
2004
2018
35
years
1432 S Dobson
Mesa
AZ
—
—
32,768
1,658
—
34,426
34,426
8,240
26,186
2003
2013
35
years
1450 S Dobson
Mesa
AZ
—
—
11,923
2,063
4
13,982
13,986
3,990
9,996
1977
2011
35
years
1500 S Dobson
Mesa
AZ
—
—
7,395
2,412
4
9,803
9,807
2,886
6,921
1980
2011
35
years
1520 S Dobson
Mesa
AZ
—
—
13,665
4,285
—
17,950
17,950
5,080
12,870
1986
2011
35
years
Deer Valley Medical Office Building II
Phoenix
AZ
—
—
22,663
1,857
14
24,506
24,520
7,185
17,335
2002
2011
35
years
Deer Valley Medical Office Building III
Phoenix
AZ
—
—
19,521
1,467
12
20,976
20,988
6,222
14,766
2009
2011
35
years
Papago Medical Park
Phoenix
AZ
—
—
12,172
2,392
—
14,564
14,564
4,797
9,767
1989
2011
35
years
North Valley Orthopedic Surgery Center
Phoenix
AZ
—
2,800
10,150
—
2,800
10,150
12,950
2,284
10,666
2006
2015
35
years
Davita Dialysis - Marked Tree
Marked Tree
AR
—
179
1,580
—
179
1,580
1,759
386
1,373
2009
2015
35
years
Burbank Medical Plaza I
Burbank
CA
—
1,241
23,322
2,501
1,268
25,796
27,064
9,090
17,974
2004
2011
35
years
Burbank Medical Plaza II
Burbank
CA
31,583
491
45,641
1,256
497
46,891
47,388
14,074
33,314
2008
2011
35
years
Eden Medical Plaza
Castro Valley
CA
—
258
2,455
460
328
2,845
3,173
1,649
1,524
1998
2011
25
years
Sutter Medical Center
Castro Valley
CA
—
—
25,088
1,471
—
26,559
26,559
6,095
20,464
2012
2012
35
years
United Healthcare - Cypress
Cypress
CA
—
12,883
38,309
1,502
12,883
39,811
52,694
10,982
41,712
1985
2015
29
years
NorthBay Corporate Headquarters
Fairfield
CA
—
—
19,187
—
—
19,187
19,187
4,898
14,289
2008
2012
35
years
Gateway Medical Plaza
Fairfield
CA
—
—
12,872
797
—
13,669
13,669
3,331
10,338
1986
2012
35
years
Solano NorthBay Health Plaza
Fairfield
CA
—
—
8,880
39
—
8,919
8,919
2,257
6,662
1990
2012
35
years
NorthBay Healthcare MOB
Fairfield
CA
—
—
8,507
2,280
—
10,787
10,787
3,686
7,101
2014
2013
35
years
UC Davis Medical Group
Folsom
CA
—
1,873
10,156
260
1,873
10,416
12,289
2,515
9,774
1995
2015
35
years
Verdugo Hills Medical Bulding I
Glendale
CA
—
6,683
9,589
2,738
6,768
12,242
19,010
5,711
13,299
1972
2012
23
years
Verdugo Hills Medical Bulding II
Glendale
CA
—
4,464
3,731
3,042
4,514
6,723
11,237
4,062
7,175
1987
2012
19
years
Grossmont Medical Terrace
La Mesa
CA
—
88
14,192
376
88
14,568
14,656
2,418
12,238
2008
2016
35
years
144
Location
Initial Cost to Company
Gross Amount Carried at Close of Period
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
1
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Los Alamitos Medical & Wellness Pavilion
Los Alamitos
CA
11,586
488
31,720
61
488
31,781
32,269
2,282
29,987
2013
2018
35
years
St. Francis Lynwood Medical
Lynwood
CA
—
688
8,385
1,965
697
10,341
11,038
4,968
6,070
1993
2011
32
years
Facey Mission Hills
Mission Hills
CA
—
15,468
30,116
4,729
15,468
34,845
50,313
8,073
42,240
2012
2012
35
years
Mission Medical Plaza
Mission Viejo
CA
52,783
1,916
77,022
2,723
1,916
79,745
81,661
25,025
56,636
2007
2011
35
years
St Joseph Medical Tower
Orange
CA
42,170
1,752
61,647
4,216
1,761
65,854
67,615
20,686
46,929
2008
2011
35
years
Huntington Pavilion
Pasadena
CA
—
3,138
83,412
11,894
3,138
95,306
98,444
35,881
62,563
2009
2011
35
years
Western University of Health Sciences Medical Pavilion
Pomona
CA
—
91
31,523
—
91
31,523
31,614
9,374
22,240
2009
2011
35
years
Pomerado Outpatient Pavilion
Poway
CA
—
3,233
71,435
3,298
3,233
74,733
77,966
25,646
52,320
2007
2011
35
years
San Bernardino Medical Plaza I
San Bernadino
CA
—
789
11,133
2,349
797
13,474
14,271
11,962
2,309
1971
2011
27
years
San Bernardino Medical Plaza II
San Bernadino
CA
—
416
5,625
1,204
421
6,824
7,245
4,050
3,195
1988
2011
26
years
Sutter Van Ness
San Francisco
CA
104,794
—
157,404
918
—
158,322
158,322
9,298
149,024
2019
2019
35
years
San Gabriel Valley Medical Plaza
San Gabriel
CA
—
914
5,510
1,314
963
6,775
7,738
3,330
4,408
2004
2011
35
years
Santa Clarita Valley Medical Plaza
Santa Clarita
CA
20,909
9,708
20,020
2,032
9,782
21,978
31,760
7,609
24,151
2005
2011
35
years
Kenneth E Watts Medical Plaza
Torrance
CA
—
262
6,945
3,924
494
10,637
11,131
5,507
5,624
1989
2011
23
years
Vaca Valley Health Plaza
Vacaville
CA
—
—
9,634
979
—
10,613
10,613
2,504
8,109
1988
2012
35
years
NorthBay Center For Primary Care - Vacaville
Vacaville
CA
—
777
5,632
300
777
5,932
6,709
695
6,014
1998
2017
35
years
Potomac Medical Plaza
Aurora
CO
—
2,401
9,118
4,890
2,865
13,544
16,409
7,203
9,206
1986
2007
35
years
Briargate Medical Campus
Colorado Springs
CO
—
1,238
12,301
1,760
1,310
13,989
15,299
5,908
9,391
2002
2007
35
years
Printers Park Medical Plaza
Colorado Springs
CO
—
2,641
47,507
4,034
3,642
50,540
54,182
22,474
31,708
1999
2007
35
years
Green Valley Ranch MOB
Denver
CO
—
—
12,139
1,564
259
13,444
13,703
3,180
10,523
2007
2012
35
years
Community Physicians Pavilion
Lafayette
CO
—
—
10,436
2,018
—
12,454
12,454
4,979
7,475
2004
2010
35
years
Exempla Good Samaritan Medical Center
Lafayette
CO
—
—
4,393
(
57
)
—
4,336
4,336
874
3,462
2013
2013
35
years
Dakota Ridge
Littleton
CO
—
2,540
12,901
2,221
2,562
15,100
17,662
3,124
14,538
2007
2015
35
years
Avista Two Medical Plaza
Louisville
CO
—
—
17,330
2,232
—
19,562
19,562
7,907
11,655
2003
2009
35
years
The Sierra Medical Building
Parker
CO
—
1,444
14,059
3,509
1,516
17,496
19,012
8,609
10,403
2009
2009
35
years
Crown Point Healthcare Plaza
Parker
CO
—
852
5,210
715
946
5,831
6,777
1,470
5,307
2008
2013
35
years
Lutheran Medical Office Building II
Wheat Ridge
CO
—
—
2,655
1,330
—
3,985
3,985
2,065
1,920
1976
2010
35
years
Lutheran Medical Office Building IV
Wheat Ridge
CO
—
—
7,266
2,462
—
9,728
9,728
3,900
5,828
1991
2010
35
years
Lutheran Medical Office Building III
Wheat Ridge
CO
—
—
11,947
2,324
—
14,271
14,271
4,947
9,324
2004
2010
35
years
DePaul Professional Office Building
Washington
DC
—
—
6,424
3,064
—
9,488
9,488
4,754
4,734
1987
2010
35
years
Providence Medical Office Building
Washington
DC
—
—
2,473
1,344
—
3,817
3,817
2,074
1,743
1975
2010
35
years
RTS Cape Coral
Cape Coral
FL
—
368
5,448
—
368
5,448
5,816
1,761
4,055
1984
2011
34
years
RTS Ft. Myers
Fort Myers
FL
—
1,153
4,127
—
1,153
4,127
5,280
1,604
3,676
1989
2011
31
years
RTS Key West
Key West
FL
—
486
4,380
—
486
4,380
4,866
1,273
3,593
1987
2011
35
years
JFK Medical Plaza
Lake Worth
FL
—
453
1,711
(
147
)
—
2,017
2,017
982
1,035
1999
2004
35
years
East Pointe Medical Plaza
Lehigh Acres
FL
—
327
11,816
—
327
11,816
12,143
2,454
9,689
1994
2015
35
years
Palms West Building 6
Loxahatchee
FL
—
965
2,678
(
622
)
—
3,021
3,021
1,383
1,638
2000
2004
35
years
145
Location
Initial Cost to Company
Gross Amount Carried at Close of Period
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
1
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Bay Medical Plaza
Lynn Haven
FL
—
4,215
15,041
(
13,601
)
3,644
2,011
5,655
2,374
3,281
2003
2015
35
years
RTS Naples
Naples
FL
—
1,152
3,726
—
1,152
3,726
4,878
1,221
3,657
1999
2011
35
years
Bay Medical Center
Panama City
FL
—
82
17,400
3,507
25
20,964
20,989
2,669
18,320
1987
2015
35
years
RTS Pt. Charlotte
Pt Charlotte
FL
—
966
4,581
—
966
4,581
5,547
1,569
3,978
1985
2011
34
years
RTS Sarasota
Sarasota
FL
—
1,914
3,889
—
1,914
3,889
5,803
1,405
4,398
1996
2011
35
years
Capital Regional MOB I
Tallahassee
FL
—
590
8,773
(
324
)
193
8,846
9,039
1,667
7,372
1998
2015
35
years
Athens Medical Complex
Athens
GA
—
2,826
18,339
109
2,826
18,448
21,274
3,942
17,332
2011
2015
35
years
Doctors Center at St. Joseph's Hospital
Atlanta
GA
—
545
80,152
24,683
545
104,835
105,380
26,230
79,150
1978
2015
20
years
Augusta POB I
Augusta
GA
—
233
7,894
2,512
233
10,406
10,639
6,961
3,678
1978
2012
14
years
Augusta POB II
Augusta
GA
—
735
13,717
6,831
735
20,548
21,283
7,882
13,401
1987
2012
23
years
Augusta POB III
Augusta
GA
—
535
3,857
960
535
4,817
5,352
2,679
2,673
1994
2012
22
years
Augusta POB IV
Augusta
GA
—
675
2,182
2,296
691
4,462
5,153
2,726
2,427
1995
2012
23
years
Cobb Physicians Center
Austell
GA
—
1,145
16,805
1,948
1,145
18,753
19,898
7,398
12,500
1992
2011
35
years
Summit Professional Plaza I
Brunswick
GA
—
1,821
2,974
376
1,824
3,347
5,171
3,601
1,570
2004
2012
31
years
Summit Professional Plaza II
Brunswick
GA
—
981
13,818
406
981
14,224
15,205
4,913
10,292
1998
2012
35
years
Fayette MOB
Fayetteville
GA
—
895
20,669
1,405
895
22,074
22,969
4,736
18,233
2004
2015
35
years
Woodlawn Commons 1121/1163
Marietta
GA
—
5,495
16,028
2,306
5,586
18,243
23,829
3,984
19,845
1991
2015
35
years
PAPP Clinic
Newnan
GA
—
2,167
5,477
68
2,167
5,545
7,712
1,736
5,976
1994
2015
30
years
Parkway Physicians Center
Ringgold
GA
—
476
10,017
1,381
476
11,398
11,874
4,383
7,491
2004
2011
35
years
Riverdale MOB
Riverdale
GA
—
1,025
9,783
355
1,025
10,138
11,163
2,429
8,734
2005
2015
35
years
Rush Copley POB I
Aurora
IL
—
120
27,882
1,369
120
29,251
29,371
6,175
23,196
1996
2015
34
years
Rush Copley POB II
Aurora
IL
—
49
27,217
522
49
27,739
27,788
5,557
22,231
2009
2015
35
years
Good Shepherd Physician Office Building I
Barrington
IL
—
152
3,224
835
152
4,059
4,211
1,028
3,183
1979
2013
35
years
Good Shepherd Physician Office Building II
Barrington
IL
—
512
12,977
1,235
512
14,212
14,724
3,731
10,993
1996
2013
35
years
Trinity Hospital Physician Office Building
Chicago
IL
—
139
3,329
1,587
139
4,916
5,055
1,631
3,424
1971
2013
35
years
Advocate Beverly Center
Chicago
IL
—
2,227
10,140
412
2,231
10,548
12,779
3,271
9,508
1986
2015
25
years
Crystal Lakes Medical Arts
Crystal Lake
IL
—
2,490
19,504
437
2,535
19,896
22,431
4,438
17,993
2007
2015
35
years
Advocate Good Shepherd
Crystal Lake
IL
—
2,444
10,953
949
2,444
11,902
14,346
3,017
11,329
2008
2015
33
years
Physicians Plaza East
Decatur
IL
—
—
791
2,558
5
3,344
3,349
1,453
1,896
1976
2010
35
years
Physicians Plaza West
Decatur
IL
—
—
1,943
1,207
—
3,150
3,150
1,474
1,676
1987
2010
35
years
SIU Family Practice
Decatur
IL
—
—
3,900
3,782
—
7,682
7,682
3,567
4,115
1996
2010
35
years
304 W Hay Building
Decatur
IL
—
—
8,702
2,447
29
11,120
11,149
4,233
6,916
2002
2010
35
years
302 W Hay Building
Decatur
IL
—
—
3,467
859
—
4,326
4,326
1,997
2,329
1993
2010
35
years
ENTA
Decatur
IL
—
—
1,150
16
—
1,166
1,166
511
655
1996
2010
35
years
301 W Hay Building
Decatur
IL
—
—
640
22
—
662
662
369
293
1980
2010
35
years
South Shore Medical Building
Decatur
IL
—
902
129
56
958
129
1,087
223
864
1991
2010
35
years
Kenwood Medical Center
Decatur
IL
—
—
1,689
1,520
—
3,209
3,209
1,376
1,833
1997
2010
35
years
DMH OCC Health & Wellness Partners
Decatur
IL
—
934
1,386
168
943
1,545
2,488
748
1,740
1996
2010
35
years
Rock Springs Medical
Decatur
IL
—
399
495
109
399
604
1,003
309
694
1990
2010
35
years
146
Location
Initial Cost to Company
Gross Amount Carried at Close of Period
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
1
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
575 W Hay Building
Decatur
IL
—
111
739
24
111
763
874
358
516
1984
2010
35
years
Good Samaritan Physician Office Building I
Downers Grove
IL
—
407
10,337
1,397
407
11,734
12,141
3,211
8,930
1976
2013
35
years
Good Samaritan Physician Office Building II
Downers Grove
IL
—
1,013
25,370
1,101
1,013
26,471
27,484
6,780
20,704
1995
2013
35
years
Eberle Medical Office Building ("Eberle MOB")
Elk Grove Village
IL
—
—
16,315
1,017
—
17,332
17,332
7,872
9,460
2005
2009
35
years
1425 Hunt Club Road MOB
Gurnee
IL
—
249
1,452
976
352
2,325
2,677
1,086
1,591
2005
2011
34
years
1445 Hunt Club Drive
Gurnee
IL
—
216
1,405
609
325
1,905
2,230
1,039
1,191
2002
2011
31
years
Gurnee Imaging Center
Gurnee
IL
—
82
2,731
—
82
2,731
2,813
926
1,887
2002
2011
35
years
Gurnee Center Club
Gurnee
IL
—
627
17,851
—
627
17,851
18,478
6,169
12,309
2001
2011
35
years
South Suburban Hospital Physician Office Building
Hazel Crest
IL
—
191
4,370
997
191
5,367
5,558
1,608
3,950
1989
2013
35
years
755 Milwaukee MOB
Libertyville
IL
—
421
3,716
3,386
630
6,893
7,523
3,942
3,581
1990
2011
18
years
890 Professional MOB
Libertyville
IL
—
214
2,630
977
214
3,607
3,821
1,548
2,273
1980
2011
26
years
Libertyville Center Club
Libertyville
IL
—
1,020
17,176
—
1,020
17,176
18,196
6,301
11,895
1988
2011
35
years
Christ Medical Center Physician Office Building
Oak Lawn
IL
—
658
16,421
3,663
658
20,084
20,742
4,626
16,116
1986
2013
35
years
Methodist North MOB
Peoria
IL
—
1,025
29,493
31
1,025
29,524
30,549
6,238
24,311
2010
2015
35
years
Davita Dialysis - Rockford
Rockford
IL
—
256
2,543
—
256
2,543
2,799
634
2,165
2009
2015
35
years
Vernon Hills Acute Care Center
Vernon Hills
IL
—
3,376
694
(
2,101
)
1,195
774
1,969
921
1,048
1986
2011
15
years
Wilbur S. Roby Building
Anderson
IN
—
—
2,653
1,340
—
3,993
3,993
2,072
1,921
1992
2010
35
years
Ambulatory Services Building
Anderson
IN
—
—
4,266
2,129
—
6,395
6,395
3,297
3,098
1995
2010
35
years
St. John's Medical Arts Building
Anderson
IN
—
—
2,281
2,114
—
4,395
4,395
2,121
2,274
1973
2010
35
years
Carmel I
Carmel
IN
—
466
5,954
833
466
6,787
7,253
2,809
4,444
1985
2012
30
years
Carmel II
Carmel
IN
—
455
5,976
1,321
455
7,297
7,752
2,686
5,066
1989
2012
33
years
Carmel III
Carmel
IN
—
422
6,194
1,039
422
7,233
7,655
2,594
5,061
2001
2012
35
years
Elkhart
Elkhart
IN
—
1,256
1,973
—
1,256
1,973
3,229
1,595
1,634
1994
2011
32
years
Lutheran Medical Arts
Fort Wayne
IN
—
702
13,576
169
714
13,733
14,447
2,886
11,561
2000
2015
35
years
Dupont Road MOB
Fort Wayne
IN
—
633
13,479
507
672
13,947
14,619
3,164
11,455
2001
2015
35
years
Harcourt Professional Office Building
Indianapolis
IN
—
519
28,951
6,023
519
34,974
35,493
12,290
23,203
1973
2012
28
years
Cardiac Professional Office Building
Indianapolis
IN
—
498
27,430
3,048
498
30,478
30,976
8,997
21,979
1995
2012
35
years
Oncology Medical Office Building
Indianapolis
IN
—
470
5,703
2,598
470
8,301
8,771
2,328
6,443
2003
2012
35
years
CorVasc Medical Office Building
Indianapolis
IN
—
514
9,617
549
871
9,809
10,680
1,714
8,966
2004
2016
36
years
St. Francis South Medical Office Building
Indianapolis
IN
—
—
20,649
2,225
7
22,867
22,874
5,957
16,917
1995
2013
35
years
Methodist Professional Center I
Indianapolis
IN
—
61
37,411
7,415
61
44,826
44,887
16,914
27,973
1985
2012
25
years
Indiana Orthopedic Center of Excellence
Indianapolis
IN
—
967
83,746
3,106
967
86,852
87,819
15,254
72,565
1997
2015
35
years
United Healthcare - Indy
Indianapolis
IN
—
5,737
32,116
848
5,737
32,964
38,701
7,300
31,401
1988
2015
35
years
LaPorte
La Porte
IN
—
553
1,309
—
553
1,309
1,862
683
1,179
1997
2011
34
years
Mishawaka
Mishawaka
IN
—
3,787
5,543
—
3,787
5,543
9,330
4,657
4,673
1993
2011
35
years
Cancer Care Partners
Mishawaka
IN
—
3,162
28,633
220
3,162
28,853
32,015
5,901
26,114
2010
2015
35
years
Michiana Oncology
Mishawaka
IN
—
4,577
20,939
15
4,581
20,950
25,531
4,527
21,004
2010
2015
35
years
147
Location
Initial Cost to Company
Gross Amount Carried at Close of Period
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
1
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
DaVita Dialysis - Paoli
Paoli
IN
—
396
2,056
—
396
2,056
2,452
524
1,928
2011
2015
35
years
South Bend
South Bend
IN
—
792
2,530
—
792
2,530
3,322
1,085
2,237
1996
2011
34
years
OLBH Same Day Surgery Center MOB
Ashland
KY
—
101
19,066
3,569
101
22,635
22,736
7,320
15,416
1997
2012
26
years
St. Elizabeth Covington
Covington
KY
—
345
12,790
166
345
12,956
13,301
4,413
8,888
2009
2012
35
years
Jefferson Clinic
Louisville
KY
—
—
673
2,018
—
2,691
2,691
493
2,198
2013
2013
35
years
East Jefferson Medical Plaza
Metairie
LA
—
168
17,264
3,162
168
20,426
20,594
8,520
12,074
1996
2012
32
years
East Jefferson MOB
Metairie
LA
—
107
15,137
4,016
107
19,153
19,260
7,311
11,949
1985
2012
28
years
East Jefferson MRI
Metairie
LA
—
—
—
—
—
—
—
—
—
CIP
CIP
CIP
Lakeside POB I
Metairie
LA
—
3,334
4,974
803
342
8,769
9,111
5,296
3,815
1986
2011
22
years
Lakeside POB II
Metairie
LA
—
1,046
802
(
156
)
53
1,639
1,692
1,316
376
1980
2011
7
years
Fresenius Medical
Metairie
LA
—
1,195
3,797
84
1,269
3,807
5,076
874
4,202
2012
2015
35
years
RTS Berlin
Berlin
MD
—
—
2,216
—
—
2,216
2,216
783
1,433
1994
2011
29
years
Charles O. Fisher Medical Building
Westminster
MD
10,205
—
13,795
1,888
—
15,683
15,683
8,018
7,665
2009
2009
35
years
Medical Specialties Building
Kalamazoo
MI
—
—
19,242
1,689
—
20,931
20,931
7,640
13,291
1989
2010
35
years
North Professional Building
Kalamazoo
MI
—
—
7,228
1,969
—
9,197
9,197
4,013
5,184
1983
2010
35
years
Borgess Navigation Center
Kalamazoo
MI
—
—
2,391
302
—
2,693
2,693
884
1,809
1976
2010
35
years
Borgess Health & Fitness Center
Kalamazoo
MI
—
—
11,959
655
—
12,614
12,614
4,667
7,947
1984
2010
35
years
Heart Center Building
Kalamazoo
MI
—
—
8,420
940
176
9,184
9,360
3,680
5,680
1980
2010
35
years
Medical Commons Building
Kalamazoo Township
MI
—
—
661
671
—
1,332
1,332
816
516
1979
2010
35
years
RTS Madison Heights
Madison Heights
MI
—
401
2,946
—
401
2,946
3,347
999
2,348
2002
2011
35
years
Bronson Lakeview OPC
Paw Paw
MI
—
3,835
31,564
—
3,835
31,564
35,399
7,361
28,038
2006
2015
35
years
Pro Med Center Plainwell
Plainwell
MI
—
—
697
28
—
725
725
282
443
1991
2010
35
years
Pro Med Center Richland
Richland
MI
—
233
2,267
334
325
2,509
2,834
880
1,954
1996
2010
35
years
Henry Ford Dialysis Center
Southfield
MI
—
589
3,350
—
589
3,350
3,939
773
3,166
2002
2015
35
years
Metro Health
Wyoming
MI
—
1,325
5,479
—
1,325
5,479
6,804
1,338
5,466
2008
2015
35
years
Spectrum Health
Wyoming
MI
—
2,463
14,353
—
2,463
14,353
16,816
3,504
13,312
2006
2015
35
years
Cogdell Duluth MOB
Duluth
MN
—
—
33,406
(
19
)
—
33,387
33,387
8,024
25,363
2012
2012
35
years
Allina Health
Elk River
MN
—
1,442
7,742
122
1,455
7,851
9,306
2,363
6,943
2002
2015
35
years
Unitron Hearing
Plymouth
MN
—
2,646
8,962
5
2,646
8,967
11,613
3,065
8,548
2011
2015
29
years
HealthPartners Medical & Dental Clinics
Sartell
MN
—
2,492
15,694
413
2,503
16,096
18,599
5,658
12,941
2010
2012
35
years
University Physicians - Grants Ferry
Flowood
MS
—
2,796
12,125
(
12
)
2,796
12,113
14,909
4,388
10,521
2010
2012
35
years
Arnold Urgent Care
Arnold
MO
—
1,058
556
413
1,097
930
2,027
663
1,364
1999
2011
35
years
DePaul Health Center North
Bridgeton
MO
—
996
10,045
3,681
996
13,726
14,722
7,113
7,609
1976
2012
21
years
DePaul Health Center South
Bridgeton
MO
—
910
12,169
2,838
910
15,007
15,917
5,977
9,940
1992
2012
30
years
St. Mary's Health Center MOB D
Clayton
MO
—
103
2,780
1,622
106
4,399
4,505
2,268
2,237
1984
2012
22
years
Fenton Urgent Care Center
Fenton
MO
—
183
2,714
404
189
3,112
3,301
1,456
1,845
2003
2011
35
years
Broadway Medical Office Building
Kansas City
MO
—
1,300
12,602
11,591
1,385
24,108
25,493
9,296
16,197
1976
2007
35
years
St. Joseph Medical Building
Kansas City
MO
—
305
7,445
2,750
305
10,195
10,500
3,178
7,322
1988
2012
32
years
148
Location
Initial Cost to Company
Gross Amount Carried at Close of Period
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
1
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
St. Joseph Medical Mall
Kansas City
MO
—
530
9,115
773
530
9,888
10,418
3,549
6,869
1995
2012
33
years
Carondelet Medical Building
Kansas City
MO
—
745
12,437
3,967
745
16,404
17,149
6,521
10,628
1979
2012
29
years
St. Joseph Hospital West Medical Office Building II
Lake Saint Louis
MO
—
524
3,229
1,036
524
4,265
4,789
1,781
3,008
2005
2012
35
years
St. Joseph O'Fallon Medical Office Building
O'Fallon
MO
—
940
5,556
493
1,060
5,929
6,989
2,054
4,935
1992
2012
35
years
Sisters of Mercy Building
Springfield
MO
—
3,427
8,697
—
3,427
8,697
12,124
2,259
9,865
2008
2015
35
years
St. Joseph Health Center Medical Building 1
St. Charles
MO
—
503
4,336
1,865
503
6,201
6,704
3,336
3,368
1987
2012
20
years
St. Joseph Health Center Medical Building 2
St. Charles
MO
—
369
2,963
1,665
369
4,628
4,997
2,149
2,848
1999
2012
32
years
Physicians Office Center
St. Louis
MO
—
1,445
13,825
1,117
1,445
14,942
16,387
7,011
9,376
2003
2011
35
years
12700 Southford Road Medical Plaza
St. Louis
MO
—
595
12,584
3,039
595
15,623
16,218
6,734
9,484
1993
2011
32
years
Mercy South MOB A
St. Louis
MO
—
409
4,687
2,129
409
6,816
7,225
3,717
3,508
1975
2011
20
years
Mercy South MOB B
St. Louis
MO
—
350
3,942
1,502
350
5,444
5,794
3,147
2,647
1980
2011
21
years
Lemay Urgent Care Center
St. Louis
MO
—
2,317
3,120
(
607
)
2,355
2,475
4,830
2,418
2,412
1983
2011
22
years
St. Mary's Health Center MOB B
St. Louis
MO
—
119
4,161
12,660
119
16,821
16,940
4,312
12,628
1979
2012
23
years
St. Mary's Health Center MOB C
St. Louis
MO
—
136
6,018
4,390
256
10,288
10,544
3,700
6,844
1969
2012
20
years
Carson Tahoe Specialty Medical Center
Carson City
NV
—
2,748
27,010
4,297
2,898
31,157
34,055
7,100
26,955
1981
2015
35
years
Carson Tahoe MOB West
Carson City
NV
—
802
11,855
229
703
12,183
12,886
2,739
10,147
2007
2015
29
years
Del E Webb Medical Plaza
Henderson
NV
—
1,028
16,993
2,878
1,028
19,871
20,899
7,784
13,115
1999
2011
35
years
Durango Medical Plaza
Las Vegas
NV
—
3,787
27,738
(
1,709
)
3,683
26,133
29,816
5,644
24,172
2008
2015
35
years
The Terrace at South Meadows
Reno
NV
6,270
504
9,966
874
517
10,827
11,344
4,276
7,068
2004
2011
35
years
Cooper Health MOB I
Willingboro
NJ
—
1,389
2,742
134
1,398
2,867
4,265
828
3,437
2010
2015
35
years
Cooper Health MOB II
Willingboro
NJ
—
594
5,638
65
594
5,703
6,297
1,246
5,051
2012
2015
35
years
Salem Medical
Woodstown
NJ
—
275
4,132
23
275
4,155
4,430
894
3,536
2010
2015
35
years
Albany Medical Center MOB
Albany
NY
—
321
18,389
35
356
18,389
18,745
3,406
15,339
2010
2015
35
years
St. Peter's Recovery Center
Guilderland
NY
—
1,059
9,156
—
1,059
9,156
10,215
2,287
7,928
1990
2015
35
years
Central NY Medical Center
Syracuse
NY
—
1,786
26,101
5,075
1,792
31,170
32,962
10,709
22,253
1997
2012
33
years
Northcountry MOB
Watertown
NY
—
1,320
10,799
444
1,364
11,199
12,563
2,686
9,877
2001
2015
35
years
Randolph
Charlotte
NC
—
6,370
2,929
2,694
6,442
5,551
11,993
4,711
7,282
1973
2012
4
years
Mallard Crossing I
Charlotte
NC
—
3,229
2,072
944
3,269
2,976
6,245
2,313
3,932
1997
2012
25
years
Medical Arts Building
Concord
NC
—
701
11,734
1,977
701
13,711
14,412
5,602
8,810
1997
2012
31
years
Gateway Medical Office Building
Concord
NC
—
1,100
9,904
724
1,100
10,628
11,728
4,508
7,220
2005
2012
35
years
Copperfield Medical Mall
Concord
NC
—
1,980
2,846
664
2,139
3,351
5,490
2,116
3,374
1989
2012
25
years
Weddington Internal & Pediatric Medicine
Concord
NC
—
574
688
37
574
725
1,299
438
861
2000
2012
27
years
Rex Wellness Center
Garner
NC
—
1,348
5,330
444
1,354
5,768
7,122
1,670
5,452
2003
2015
34
years
Gaston Professional Center
Gastonia
NC
—
833
24,885
3,249
863
28,104
28,967
9,264
19,703
1997
2012
35
years
Harrisburg Family Physicians
Harrisburg
NC
—
679
1,646
73
679
1,719
2,398
710
1,688
1996
2012
35
years
Harrisburg Medical Mall
Harrisburg
NC
—
1,339
2,292
342
1,339
2,634
3,973
1,462
2,511
1997
2012
27
years
Northcross
Huntersville
NC
—
623
278
231
623
509
1,132
348
784
1993
2012
22
years
REX Knightdale MOB & Wellness Center
Knightdale
NC
—
—
22,823
1,003
50
23,776
23,826
6,077
17,749
2009
2012
35
years
149
Location
Initial Cost to Company
Gross Amount Carried at Close of Period
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
1
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Midland Medical Park
Midland
NC
—
1,221
847
132
1,233
967
2,200
703
1,497
1998
2012
25
years
East Rocky Mount Kidney Center
Rocky Mount
NC
—
803
998
34
805
1,030
1,835
521
1,314
2000
2012
33
years
Rocky Mount Kidney Center
Rocky Mount
NC
—
479
1,297
60
479
1,357
1,836
711
1,125
1990
2012
25
years
Rocky Mount Medical Park
Rocky Mount
NC
—
2,552
7,779
2,774
2,652
10,453
13,105
4,587
8,518
1991
2012
30
years
Trinity Health Medical Arts Clinic
Minot
ND
—
935
15,482
715
951
16,181
17,132
4,707
12,425
1995
2015
26
years
Anderson Medical Arts Building I
Cincinnati
OH
—
—
9,632
2,366
146
11,852
11,998
5,811
6,187
1984
2007
35
years
Anderson Medical Arts Building II
Cincinnati
OH
—
—
15,123
3,930
—
19,053
19,053
8,521
10,532
2007
2007
35
years
Riverside North Medical Office Building
Columbus
OH
—
785
8,519
2,050
785
10,569
11,354
5,224
6,130
1962
2012
25
years
Riverside South Medical Office Building
Columbus
OH
—
586
7,298
997
610
8,271
8,881
3,880
5,001
1985
2012
27
years
340 East Town Medical Office Building
Columbus
OH
—
10
9,443
1,353
10
10,796
10,806
4,118
6,688
1984
2012
29
years
393 East Town Medical Office Building
Columbus
OH
—
61
4,760
780
61
5,540
5,601
2,637
2,964
1970
2012
20
years
141 South Sixth Medical Office Building
Columbus
OH
—
80
1,113
2,923
80
4,036
4,116
1,175
2,941
1971
2012
14
years
Doctors West Medical Office Building
Columbus
OH
—
414
5,362
884
414
6,246
6,660
2,475
4,185
1998
2012
35
years
Eastside Health Center
Columbus
OH
—
956
3,472
(
2
)
956
3,470
4,426
2,435
1,991
1977
2012
15
years
East Main Medical Office Building
Columbus
OH
—
440
4,771
72
440
4,843
5,283
1,859
3,424
2006
2012
35
years
Heart Center Medical Office Building
Columbus
OH
—
1,063
12,140
923
1,063
13,063
14,126
4,988
9,138
2004
2012
35
years
Wilkins Medical Office Building
Columbus
OH
—
123
18,062
2,302
123
20,364
20,487
5,639
14,848
2002
2012
35
years
Grady Medical Office Building
Delaware
OH
—
239
2,263
724
239
2,987
3,226
1,388
1,838
1991
2012
25
years
Dublin Northwest Medical Office Building
Dublin
OH
—
342
3,278
376
354
3,642
3,996
1,610
2,386
2001
2012
34
years
Preserve III Medical Office Building
Dublin
OH
—
2,449
7,025
1,211
2,449
8,236
10,685
3,581
7,104
2006
2012
35
years
Zanesville Surgery Center
Zanesville
OH
—
172
9,403
69
241
9,403
9,644
2,981
6,663
2000
2011
35
years
Dialysis Center
Zanesville
OH
—
534
855
138
534
993
1,527
706
821
1960
2011
21
years
Genesis Children's Center
Zanesville
OH
—
538
3,781
—
538
3,781
4,319
1,606
2,713
2006
2011
30
years
Medical Arts Building I
Zanesville
OH
—
429
2,405
674
444
3,064
3,508
1,774
1,734
1970
2011
20
years
Medical Arts Building II
Zanesville
OH
—
485
6,013
1,715
545
7,668
8,213
3,931
4,282
1995
2011
25
years
Medical Arts Building III
Zanesville
OH
—
94
1,248
—
94
1,248
1,342
659
683
1970
2011
25
years
Primecare Building
Zanesville
OH
—
130
1,344
648
130
1,992
2,122
1,197
925
1978
2011
20
years
Outpatient Rehabilitation Building
Zanesville
OH
—
82
1,541
—
82
1,541
1,623
704
919
1985
2011
28
years
Radiation Oncology Building
Zanesville
OH
—
105
1,201
952
114
2,144
2,258
661
1,597
1988
2011
25
years
Healthplex
Zanesville
OH
—
2,488
15,849
1,199
2,649
16,887
19,536
7,407
12,129
1990
2011
32
years
Physicians Pavilion
Zanesville
OH
—
422
6,297
1,722
422
8,019
8,441
4,022
4,419
1990
2011
25
years
Zanesville Northside Pharmacy
Zanesville
OH
—
42
635
—
42
635
677
299
378
1985
2011
28
years
Bethesda Campus MOB III
Zanesville
OH
—
188
1,137
308
222
1,411
1,633
700
933
1978
2011
25
years
Tuality 7th Avenue Medical Plaza
Hillsboro
OR
17,194
1,516
24,638
1,516
1,546
26,124
27,670
9,752
17,918
2003
2011
35
years
Professional Office Building I
Chester
PA
—
—
6,283
3,906
—
10,189
10,189
5,512
4,677
1978
2004
30
years
DCMH Medical Office Building
Drexel Hill
PA
—
—
10,424
3,268
—
13,692
13,692
7,630
6,062
1984
2004
30
years
Pinnacle Health
Harrisburg
PA
—
2,574
16,767
1,479
2,901
17,919
20,820
4,369
16,451
2002
2015
35
years
Lancaster Rehabilitation Hospital
Lancaster
PA
—
959
16,610
(
16
)
959
16,594
17,553
5,693
11,860
2007
2012
35
years
Lancaster ASC MOB
Lancaster
PA
—
593
17,117
526
609
17,627
18,236
6,638
11,598
2007
2012
35
years
150
Location
Initial Cost to Company
Gross Amount Carried at Close of Period
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
1
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
St. Joseph Medical Office Building
Reading
PA
—
—
10,823
811
—
11,634
11,634
4,639
6,995
2006
2010
35
years
Crozer - Keystone MOB I
Springfield
PA
—
9,130
47,078
—
9,130
47,078
56,208
12,697
43,511
1996
2015
35
years
Crozer-Keystone MOB II
Springfield
PA
—
5,178
6,523
—
5,178
6,523
11,701
1,871
9,830
1998
2015
25
years
Doylestown Health & Wellness Center
Warrington
PA
—
4,452
17,383
1,310
4,497
18,648
23,145
6,971
16,174
2001
2012
34
years
Roper Medical Office Building
Charleston
SC
—
127
14,737
4,522
138
19,248
19,386
8,148
11,238
1990
2012
28
years
St. Francis Medical Plaza (Charleston)
Charleston
SC
—
447
3,946
870
447
4,816
5,263
2,162
3,101
2003
2012
35
years
Providence MOB I
Columbia
SC
—
225
4,274
1,308
225
5,582
5,807
3,135
2,672
1979
2012
18
years
Providence MOB II
Columbia
SC
—
122
1,834
1,212
150
3,018
3,168
1,310
1,858
1985
2012
18
years
Providence MOB III
Columbia
SC
—
766
4,406
1,632
766
6,038
6,804
2,467
4,337
1990
2012
23
years
One Medical Park
Columbia
SC
—
210
7,939
3,637
228
11,558
11,786
5,280
6,506
1984
2012
19
years
Three Medical Park
Columbia
SC
—
40
10,650
2,142
40
12,792
12,832
5,938
6,894
1988
2012
25
years
St. Francis Millennium Medical Office Building
Greenville
SC
17,326
—
13,062
10,807
30
23,839
23,869
12,878
10,991
2009
2009
35
years
200 Andrews
Greenville
SC
—
789
2,014
1,600
810
3,593
4,403
2,273
2,130
1994
2012
29
years
St. Francis CMOB
Greenville
SC
—
501
7,661
1,478
501
9,139
9,640
3,243
6,397
2001
2012
35
years
St. Francis Outpatient Surgery Center
Greenville
SC
—
1,007
16,538
1,083
1,007
17,621
18,628
6,991
11,637
2001
2012
35
years
St. Francis Professional Medical Center
Greenville
SC
—
342
6,337
2,447
395
8,731
9,126
3,880
5,246
1984
2012
24
years
St. Francis Women's
Greenville
SC
—
322
4,877
1,632
322
6,509
6,831
3,257
3,574
1991
2012
24
years
St. Francis Medical Plaza (Greenville)
Greenville
SC
—
88
5,876
2,409
98
8,275
8,373
3,356
5,017
1998
2012
24
years
River Hills Medical Plaza
Little River
SC
—
1,406
1,813
230
1,417
2,032
3,449
1,134
2,315
1999
2012
27
years
Mount Pleasant Medical Office Longpoint
Mount Pleasant
SC
—
670
4,455
1,392
632
5,885
6,517
2,757
3,760
2001
2012
34
years
Medical Arts Center of Orangeburg
Orangeburg
SC
—
823
3,299
588
836
3,874
4,710
1,648
3,062
1984
2012
28
years
Mary Black Westside Medical Office Bldg
Spartanburg
SC
—
291
5,057
626
300
5,674
5,974
2,426
3,548
1991
2012
31
years
Spartanburg ASC
Spartanburg
SC
—
1,333
15,756
—
1,333
15,756
17,089
3,085
14,004
2002
2015
35
years
Spartanburg Regional MOB
Spartanburg
SC
—
207
17,963
889
290
18,769
19,059
4,020
15,039
1986
2015
35
years
Wellmont Blue Ridge MOB
Bristol
TN
—
999
5,027
110
1,032
5,104
6,136
1,288
4,848
2001
2015
35
years
Health Park Medical Office Building
Chattanooga
TN
—
2,305
8,949
799
2,385
9,668
12,053
3,548
8,505
2004
2012
35
years
Peerless Crossing Medical Center
Cleveland
TN
—
1,217
6,464
77
1,217
6,541
7,758
2,350
5,408
2006
2012
35
years
St. Mary's Clinton Professional Office Building
Clinton
TN
—
298
618
121
298
739
1,037
321
716
1988
2015
39
years
St. Mary's Farragut MOB
Farragut
TN
—
221
2,719
257
221
2,976
3,197
881
2,316
1997
2015
39
years
Medical Center Physicians Tower
Jackson
TN
12,346
549
27,074
107
598
27,132
27,730
9,930
17,800
2010
2012
35
years
St. Mary's Ambulatory Surgery Center
Knoxville
TN
—
129
1,012
—
129
1,012
1,141
527
614
1999
2015
24
years
Texas Clinic at Arlington
Arlington
TX
—
2,781
24,515
909
2,879
25,326
28,205
5,291
22,914
2010
2015
35
years
Seton Medical Park Tower
Austin
TX
—
805
41,527
10,885
1,329
51,888
53,217
14,354
38,863
1968
2012
35
years
Seton Northwest Health Plaza
Austin
TX
—
444
22,632
3,980
444
26,612
27,056
8,464
18,592
1988
2012
35
years
Seton Southwest Health Plaza
Austin
TX
—
294
5,311
637
294
5,948
6,242
1,809
4,433
2004
2012
35
years
Seton Southwest Health Plaza II
Austin
TX
—
447
10,154
84
447
10,238
10,685
3,201
7,484
2009
2012
35
years
BioLife Sciences Building
Denton
TX
—
1,036
6,576
—
1,036
6,576
7,612
1,658
5,954
2010
2015
35
years
151
Location
Initial Cost to Company
Gross Amount Carried at Close of Period
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
1
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
East Houston MOB, LLC
Houston
TX
—
356
2,877
1,242
328
4,147
4,475
3,245
1,230
1982
2011
15
years
East Houston Medical Plaza
Houston
TX
—
671
426
10
237
870
1,107
1,023
84
1982
2011
11
years
Memorial Hermann
Houston
TX
—
822
14,307
—
822
14,307
15,129
2,943
12,186
2012
2015
35
years
Scott & White Healthcare
Kingsland
TX
—
534
5,104
—
534
5,104
5,638
1,203
4,435
2012
2015
35
years
Lakeway Medical Plaza
Lakeway
TX
8,969
270
20,169
2,625
270
22,794
23,064
1,569
21,495
2011
2018
35
years
Odessa Regional MOB
Odessa
TX
—
121
8,935
—
121
8,935
9,056
1,911
7,145
2008
2015
35
years
Legacy Heart Center
Plano
TX
—
3,081
8,890
183
3,081
9,073
12,154
2,364
9,790
2005
2015
35
years
Seton Williamson Medical Plaza
Round Rock
TX
—
—
15,074
870
—
15,944
15,944
6,218
9,726
2008
2010
35
years
Sunnyvale Medical Plaza
Sunnyvale
TX
—
1,186
15,397
448
1,243
15,788
17,031
3,613
13,418
2009
2015
35
years
Texarkana ASC
Texarkana
TX
—
814
5,903
166
814
6,069
6,883
1,665
5,218
1994
2015
30
years
Spring Creek Medical Plaza
Tomball
TX
—
2,165
8,212
355
2,165
8,567
10,732
1,780
8,952
2006
2015
35
years
MRMC MOB I
Mechanicsville
VA
—
1,669
7,024
711
1,669
7,735
9,404
3,824
5,580
1993
2012
31
years
Henrico MOB
Richmond
VA
—
968
6,189
1,534
359
8,332
8,691
4,041
4,650
1976
2011
25
years
St. Mary's MOB North (Floors 6 & 7)
Richmond
VA
—
227
2,961
1,105
227
4,066
4,293
1,950
2,343
1968
2012
22
years
Stony Point Medical Center
Richmond
VA
—
3,822
16,127
807
3,822
16,934
20,756
3,537
17,219
2004
2015
35
years
St. Francis Cancer Center
Richmond
VA
—
654
18,331
2,385
657
20,713
21,370
4,327
17,043
2006
2015
35
years
Bonney Lake Medical Office Building
Bonney Lake
WA
10,159
5,176
14,375
321
5,176
14,696
19,872
5,659
14,213
2011
2012
35
years
Good Samaritan Medical Office Building
Puyallup
WA
11,872
781
30,368
3,233
893
33,489
34,382
10,513
23,869
2011
2012
35
years
Holy Family Hospital Central MOB
Spokane
WA
—
—
19,085
475
—
19,560
19,560
5,010
14,550
2007
2012
35
years
Physician's Pavilion
Vancouver
WA
—
1,411
32,939
1,388
1,450
34,288
35,738
12,059
23,679
2001
2011
35
years
Administration Building
Vancouver
WA
—
296
7,856
59
317
7,894
8,211
2,743
5,468
1972
2011
35
years
Medical Center Physician's Building
Vancouver
WA
—
1,225
31,246
4,257
1,488
35,240
36,728
12,541
24,187
1980
2011
35
years
Memorial MOB
Vancouver
WA
—
663
12,626
1,621
690
14,220
14,910
5,054
9,856
1999
2011
35
years
Salmon Creek MOB
Vancouver
WA
—
1,325
9,238
607
1,325
9,845
11,170
3,441
7,729
1994
2011
35
years
Fisher's Landing MOB
Vancouver
WA
—
1,590
5,420
457
1,613
5,854
7,467
2,415
5,052
1995
2011
34
years
Columbia Medical Plaza
Vancouver
WA
—
281
5,266
544
331
5,760
6,091
2,141
3,950
1991
2011
35
years
Appleton Heart Institute
Appleton
WI
—
—
7,775
46
—
7,821
7,821
2,691
5,130
2003
2010
39
years
Appleton Medical Offices West
Appleton
WI
—
—
5,756
1,146
—
6,902
6,902
2,283
4,619
1989
2010
39
years
Appleton Medical Offices South
Appleton
WI
—
—
9,058
537
—
9,595
9,595
3,416
6,179
1983
2010
39
years
Brookfield Clinic
Brookfield
WI
—
2,638
4,093
(
2,198
)
440
4,093
4,533
1,810
2,723
1999
2011
35
years
Lakeshore Medical Clinic - Franklin
Franklin
WI
—
1,973
7,579
149
2,029
7,672
9,701
1,947
7,754
2008
2015
34
years
Lakeshore Medical Clinic - Greenfield
Greenfield
WI
—
1,223
13,387
126
1,223
13,513
14,736
2,795
11,941
2010
2015
35
years
Aurora Health Care - Hartford
Hartford
WI
—
3,706
22,019
—
3,706
22,019
25,725
5,165
20,560
2006
2015
35
years
Hartland Clinic
Hartland
WI
—
321
5,050
—
321
5,050
5,371
1,919
3,452
1994
2011
35
years
Aurora Healthcare - Kenosha
Kenosha
WI
—
7,546
19,155
—
7,546
19,155
26,701
4,590
22,111
2014
2015
35
years
Univ of Wisconsin Health
Monona
WI
—
678
8,017
202
678
8,219
8,897
2,050
6,847
2011
2015
35
years
Theda Clark Medical Center Office Pavilion
Neenah
WI
—
—
7,080
1,216
—
8,296
8,296
2,861
5,435
1993
2010
39
years
Aylward Medical Building Condo Floors 3 & 4
Neenah
WI
—
—
4,462
250
—
4,712
4,712
1,762
2,950
2006
2010
39
years
152
Location
Initial Cost to Company
Gross Amount Carried at Close of Period
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
1
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
Aurora Health Care - Neenah
Neenah
WI
—
2,033
9,072
—
2,033
9,072
11,105
2,284
8,821
2006
2015
35
years
New Berlin Clinic
New Berlin
WI
—
678
7,121
—
678
7,121
7,799
2,913
4,886
1999
2011
35
years
United Healthcare - Onalaska
Onalaska
WI
—
4,623
5,527
38
4,623
5,565
10,188
1,807
8,381
1995
2015
35
years
WestWood Health & Fitness
Pewaukee
WI
—
823
11,649
—
823
11,649
12,472
4,763
7,709
1997
2011
35
years
Aurora Health Care - Two Rivers
Two Rivers
WI
—
5,638
25,308
—
5,638
25,308
30,946
5,983
24,963
2006
2015
35
years
Watertown Clinic
Watertown
WI
—
166
3,234
—
166
3,234
3,400
1,184
2,216
2003
2011
35
years
Southside Clinic
Waukesha
WI
—
218
5,273
—
218
5,273
5,491
1,950
3,541
1997
2011
35
years
Rehabilitation Hospital
Waukesha
WI
—
372
15,636
—
372
15,636
16,008
5,114
10,894
2008
2011
35
years
United Healthcare - Wauwatosa
Wawatosa
WI
—
8,012
15,992
76
8,012
16,068
24,080
4,634
19,446
1995
2015
35
years
TOTAL FOR MEDICAL OFFICE BUILDINGS
386,320
376,960
4,168,796
461,561
372,864
4,634,453
5,007,317
1,477,051
3,530,266
LIFE SCIENCES OFFICE BUILDINGS
300 George Street
New Haven
CT
—
2,262
122,144
7,780
2,582
129,604
132,186
12,486
119,700
2014
2016
50
years
Univ. of Miami Life Science and Technology Park
Miami
FL
—
2,249
87,019
6,325
2,253
93,340
95,593
11,326
84,267
2014
2016
53
years
IIT
Chicago
IL
—
30
55,620
1,061
30
56,681
56,711
5,923
50,788
2006
2016
46
years
University of Maryland BioPark I Unit 1
Baltimore
MD
—
113
25,199
819
113
26,018
26,131
2,607
23,524
2005
2016
50
years
University of Maryland BioPark II
Baltimore
MD
—
61
91,764
5,363
61
97,127
97,188
10,331
86,857
2007
2016
50
years
University of Maryland BioPark Garage
Baltimore
MD
—
77
4,677
443
77
5,120
5,197
897
4,300
2007
2016
29
years
Tributary Street
Baltimore
MD
—
4,015
15,905
597
4,015
16,502
20,517
2,378
18,139
1998
2016
45
years
Beckley Street
Baltimore
MD
—
2,813
13,481
832
2,813
14,313
17,126
2,104
15,022
1999
2016
45
years
University of Maryland BioPark III
Baltimore
MD
—
1,067
857
—
1,067
857
1,924
6
1,918
CIP
CIP
CIP
Heritage at 4240
Saint Louis
MO
—
403
47,125
1,258
452
48,334
48,786
6,511
42,275
2013
2016
45
years
Cortex 1
Saint Louis
MO
—
631
26,543
1,172
631
27,715
28,346
3,758
24,588
2005
2016
50
years
BRDG Park
Saint Louis
MO
—
606
37,083
2,246
606
39,329
39,935
4,480
35,455
2009
2016
52
years
4220 Duncan Avenue
St Louis
MO
—
1,871
35,044
9,974
1,871
45,018
46,889
7,105
39,784
2018
2018
35
years
311 South Sarah Street
St. Louis
MO
—
5,154
—
—
5,154
—
5,154
314
4,840
CIP
CIP
CIP
4300 Duncan
St. Louis
MO
—
2,818
46,749
18
2,818
46,767
49,585
4,830
44,755
2008
2017
35
years
Weston Parkway
Cary
NC
—
1,372
6,535
1,743
1,372
8,278
9,650
1,489
8,161
1990
2016
50
years
Patriot Drive
Durham
NC
—
1,960
10,749
378
1,960
11,127
13,087
1,364
11,723
2010
2016
50
years
Chesterfield
Durham
NC
—
3,594
57,781
5,558
3,619
63,314
66,933
14,396
52,537
2017
2017
60
years
Paramount Parkway
Morrisville
NC
—
1,016
19,794
617
1,016
20,411
21,427
2,824
18,603
1999
2016
45
years
Center for Technology & Innovation
Raleigh
NC
—
786
50,674
—
786
50,674
51,460
1,400
50,060
2016
2020
35
years
Keystone Science Center
Raleigh
NC
—
408
25,841
—
408
25,841
26,249
715
25,534
2010
2020
35
years
Wake 90
Winston-Salem
NC
—
2,752
79,949
1,757
2,752
81,706
84,458
10,584
73,874
2013
2016
40
years
Wake 60
Winston-Salem
NC
15,000
1,243
83,414
1,370
1,243
84,784
86,027
12,079
73,948
2016
2016
35
years
Bailey Power Plant
Winston-Salem
NC
—
1,930
34,122
249
846
35,455
36,301
4,359
31,942
2017
2017
35
years
Hershey Center Unit 1
Hummelstown
PA
—
813
23,699
965
819
24,658
25,477
2,882
22,595
2007
2016
50
years
153
Location
Initial Cost to Company
Gross Amount Carried at Close of Period
Property Name
City
State /
Province
Encumbrances
Land and
Improvements
Buildings and
Improvements
Costs
Capitalized
Subsequent
to Acquisition
1
Land and
Improvements
Buildings and
Improvements
Total
Accumulated
Depreciation
NBV
Year of
Construction
Year
Acquired
Life on
Which
Depreciation
in Income
Statement
is Computed
3737 Market Street
Philadelphia
PA
66,108
40
141,981
6,298
40
148,279
148,319
12,988
135,331
2014
2016
54
years
3711 Market Street
Philadelphia
PA
—
12,320
69,278
7,168
12,320
76,446
88,766
8,524
80,242
2008
2016
48
years
3675 Market Street
Philadelphia
PA
116,166
11,370
109,846
43,802
11,370
153,648
165,018
15,679
149,339
2018
2018
35
years
3701 Filbert Street
Philadelphia
PA
—
3,627
—
—
3,627
—
3,627
251
3,376
CIP
CIP
CIP
115 North 38th Street
Philadelphia
PA
—
2,163
—
—
2,163
—
2,163
149
2,014
CIP
CIP
CIP
225 North 38th Street
Philadelphia
PA
—
9,965
5,387
—
9,965
5,387
15,352
683
14,669
CIP
CIP
CIP
3401 Market Street
Philadelphia
PA
—
4,500
22,157
307
4,533
22,431
26,964
1,574
25,390
1923
2018
35
years
75 N. 38th Street (6799)
Philadelphia
PA
—
9,432
—
—
9,432
—
9,432
—
9,432
N/A
2019
N/A
South Street Landing
Providence
RI
—
6,358
111,797
(
1,053
)
6,358
110,744
117,102
6,067
111,035
2017
2017
45
years
2/3 Davol Square
Providence
RI
—
4,537
6,886
9,259
4,656
16,026
20,682
2,796
17,886
2005
2017
15
years
One Ship Street
Providence
RI
—
1,943
1,734
(
29
)
1,943
1,705
3,648
268
3,380
1980
2017
25
years
Brown Academic/R&D Building
Providence
RI
47,294
—
68,335
(
8,713
)
—
59,622
59,622
2,611
57,011
2019
2019
35
years
Providence Phase 2
Providence
RI
—
2,251
—
—
2,251
—
2,251
—
2,251
CIP
CIP
CIP
Wexford Biotech 8
Richmond
VA
—
2,615
85,514
5,564
2,615
91,078
93,693
11,713
81,980
2012
2017
35
years
VTR Pre Development Expense
—
—
23,358
—
—
23,358
23,358
—
23,358
CIP
CIP
CIP
TOTAL FOR LIFE SCIENCES OFFICE BUILDINGS
244,568
111,165
1,648,041
113,128
110,637
1,761,697
1,872,334
190,451
1,681,883
TOTAL FOR OFFICE
630,888
488,125
5,816,837
574,689
483,501
6,396,150
6,879,651
1,667,502
5,212,149
TOTAL FOR ALL PROPERTIES
$
2,220,206
$
2,246,273
$
22,949,998
$
1,654,171
$
2,261,415
$
24,589,027
$
26,850,442
$
6,967,413
$
19,883,029
1
Adjustments to basis included provisions for asset impairments, partial dispositions, costs capitalized subsequent to acquisitions and foreign currency translation adjustments.
154
VENTAS, INC.
SCHEDULE IV
MORTGAGE LOANS ON REAL ESTATE
December 31, 2020
Location
Number of RE Assets
Interest Rate
Fixed / Variable
Maturity Date
Monthly Debt Service
Face Value
Net Book Value
Prior Liens
(In thousands)
First Mortgages
Multiple
7
9.24
%
V
3/31/2025
388,310
66,000
66,000
174,020
Mezzanine Loans
Multiple
156
6.58
%
V
6/9/2021
2,889,690
487,648
486,797
1,020,080
Total
$
3,278,000
$
553,648
$
552,797
$
1,194,100
Mortgage Loan Reconciliation
2020
2019
2018
(In thousands)
Beginning Balance
$
642,218
$
427,117
$
565,875
Additions:
New loans
66,000
1,234,244
9,900
Construction draws
—
—
—
Total additions
66,000
1,234,244
9,900
Deductions:
Principal repayments
(
155,170
)
(
1,011,353
)
(
148,658
)
Total deductions
(
155,170
)
(
1,011,353
)
(
148,658
)
Effect of foreign currency translation
(
251
)
(
7,790
)
—
Ending Balance
$
552,797
$
642,218
$
427,117
155
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, 2020. 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, 2020, 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 is incorporated by reference into this Item 9A.
Internal Control Changes
During the fourth quarter of 2020, 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.
PART III
ITEM 10.
Directors, Executive Officers and Corporate Governance
The information required by this Item 10 is incorporated by reference to the material under the headings “Elections of Directors,” “Our Executive Officers,” “Securities Ownership,” and “Corporate Governance and Board Matters” in our definitive Proxy Statement for the 2021 Annual Meeting of Stockholders, which we will file with the SEC not later than April 30, 2021.
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 “Corporate Governance and Board Matters” in our definitive Proxy Statement for the 2021 Annual Meeting of Stockholders, which we will file with the SEC not later than April 30, 2021.
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 2021 Annual Meeting of Stockholders, which we will file with the SEC not later than April 30, 2021.
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 heading “Corporate Governance and Board Matters,” in our definitive Proxy Statement for the 2021 Annual Meeting of Stockholders, which we will file with the SEC not later than April 30, 2021.
156
ITEM 14.
Principal Accountant Fees and Services
The information required by this Item 14 is incorporated by reference to the material under the heading “Audit Matters” in our definitive Proxy Statement for the 2021 Annual Meeting of Stockholders, which we will file with the SEC not later than April 30, 2021.
157
PART IV
ITEM 15.
Exhibits and Financial Statement Schedules
Financial Statements and Financial Statement Schedules
The following documents have been included in Part II, Item 8 of this Annual Report on Form 10-K:
Page
Reports of Independent Registered Public Accounting Firm
73
Consolidated Balance Sheets as of December 31, 20
20
and 201
9
76
Consolidated Statements of Income for the Years Ended December 31, 20
20
, 201
9
and 201
8
77
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 20
20
, 201
9
and 201
8
78
Consolidated Statements of Equity for the Years Ended December 31, 20
20
, 201
9
and 201
8
79
Consolidated Statements of Cash Flows for the Years Ended December 31, 20
20
, 201
9
and 201
8
80
Notes to Consolidated Financial Statements
82
Consolidated Financial Statement Schedules
Schedule III — Real Estate and Accumulated Depreciation
121
Schedule IV — Mortgage Loans on Real Estate
155
All other schedules have been omitted because they are inapplicable or not required or the information is included elsewhere in the Consolidated Financial Statements or notes thereto.
158
EXHIBITS
Exhibit
Number
Description of Document
Location of Document
3.1
Amended and Restated Certificate of Incorporation, as amended, of Ventas, Inc.
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.
3.2
Fifth Amended and Restated Bylaws, as amended, of Ventas, Inc.
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.
4.1
Specimen common stock certificate.
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.
4.2
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.
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.
4.3
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.
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.
4.4
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.
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.
4.5
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.
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.
4.6
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.
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.
4.7
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.
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.
4.8
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.
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.
4.9
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).
159
Exhibit
Number
Description of Document
Location of Document
4.10
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.
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.
4.11
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.
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.
4.12
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.
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.
4.13
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.
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.
4.14
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.
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.
4.15
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.
Incorporated by reference herein. Previously filed as Exhibit 4.15 to our Annual Report on Form 10-K for the year ended December 31, 2019, filed on February 24, 2020, File No. 001-10989.
4.16
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.
Incorporated by reference herein. Previously filed as Exhibit 4.16 to our Annual Report on Form 10-K for the year ended December 31, 2019, filed on February 24, 2020, File No. 001-10989.
4.17
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.
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.
4.18
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.
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.
4.19
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.
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.
160
Exhibit
Number
Description of Document
Location of Document
4.20
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.
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.
4.21
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.
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.
4.22
Indenture dated February 23, 2018 among Ventas, Inc., Ventas Realty, Limited Partnership, the Guarantors named therein, and U.S. Bank National Association, as Trustee
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.
4.23
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
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.
4.24
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
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.
4.25
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
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.
4.26
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
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.
4.27
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
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.
4.28
Sixth Supplemental Indenture dated as of April 1, 2020 by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor and U.S. Bank National Association, as Trustee relating to the 4.750% Senior Notes due 2030.
Incorporated by reference herein. Previously filed as Exhibit 4.2 to our Current Report on Form 8-K, filed on April 1, 2020, File No. 001-10989.
4.29
Description of the Registrant’s Securities.
Filed herewith.
10.1
First Amended and Restated Agreement of Limited Partnership of Ventas Realty, Limited Partnership.
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.
10.2
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.
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.
161
Exhibit
Number
Description of Document
Location of Document
10.3
First Amendment to the Credit and Guaranty Agreement, dated as of January 29, 2021, among Ventas Realty, Limited Partnership, as Borrower, Ventas, Inc., as Guarantor, the Lenders identified therein, and Bank of America, N.A., as Administrative Agent.
Filed herewith.
10.
4
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.
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.
10.5
Third Amended and Restated Credit and Guaranty Agreement, dated as of January 29, 2021, 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, Bank of America, N.A., as Administrative Agent, and Bank of America, N.A. and JPMorgan Chase Bank, N.A., as L/C Issuers.
Incorporated by reference herein. Previously filed as Exhibit 10.1 to our Current Report on Form 8-K, filed on February 2, 2021, File No. 001-10989.
10.
6
*
Ventas, Inc. 2004 Stock Plan for Directors, as amended.
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.
10.
7
.1*
Ventas, Inc. 2006 Incentive Plan, as amended.
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.
10.
7
.2*
Form of Stock Option Agreement—2006 Incentive Plan.
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.
10.
7
.3*
Form of Restricted Stock Agreement—2006 Incentive Plan.
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.
10.
8
.1*
Ventas, Inc. 2006 Stock Plan for Directors, as amended.
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.
10.
8
.2*
Form of Stock Option Agreement—2006 Stock Plan for Directors.
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.
10.
8
.3*
Form of Amendment to Stock Option Agreement—2006 Stock Plan for Directors.
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.
162
Exhibit
Number
Description of Document
Location of Document
10.
8
.4*
Form of Restricted Stock Unit Agreement—2006 Stock Plan for Directors.
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.
10.
9
.1*
Ventas, Inc. 2012 Incentive Plan.
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.
10.
9
.2*
First Amendment to the Ventas, Inc. 2012 Incentive Plan.
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.
10.
9
.3*
Form of Stock Option Agreement (Employees) under the Ventas, Inc. 2012 Incentive Plan.
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.
10.
9
.4*
Form of Restricted Stock Agreement (Employees) under the Ventas, Inc. 2012 Incentive Plan.
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.
10.
9
.5*
Form of Stock Option Agreement (Directors) under the Ventas, Inc. 2012 Incentive Plan.
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.
10.
9
.6*
Form of Restricted Stock Agreement (Directors) under the Ventas, Inc. 2012 Incentive Plan.
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.
10.
9
.7*
Form of Restricted Stock Unit Agreement (Directors) under the Ventas, Inc. 2012 Incentive Plan.
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.
10.
9
.8*
Form of Performance-Based Restricted Stock Unit Agreement (CEO) under the Ventas, Inc. 2012 Incentive Plan.
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.
10.
9
.9*
Form of Restricted Stock Unit Agreement (CEO) under the Ventas, Inc. 2012 Incentive Plan.
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.
10.
9
.10*
Form of Transition Restricted Stock Unit Agreement (CEO) under the Ventas, Inc. 2012 Incentive Plan.
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.
10.
9
.11*
Form of Performance-Based Restricted Stock Unit Agreement (Non-CEO) under the Ventas, Inc. 2012 Incentive Plan.
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.
10.
9
.12*
Form of Restricted Stock Unit Agreement (Non-CEO) under the Ventas, Inc. 2012 Incentive Plan.
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.
10.
9
.13*
Form of Transition Restricted Stock Unit Agreement (Non-CEO) under the Ventas, Inc. 2012 Incentive Plan.
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.
10.
10
.1*
Ventas Executive Deferred Stock Compensation Plan, as amended and restated on December 7, 2017.
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.
163
Exhibit
Number
Description of Document
Location of Document
10.10.2*
Deferral Election Form under the Ventas Executive Deferred Stock Compensation Plan, as amended and restated on December 7, 2017.
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.
.
10.
11
.1*
Ventas Nonemployee Directors’ Deferred Stock Compensation Plan, as amended.
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.
10.
11
.2*
Deferral Election Form under the Ventas Nonemployee Directors’ Deferred Stock Compensation Plan.
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.
10.
12
.1*
Nationwide Health Properties, Inc. Retirement Plan for Directors, as amended and restated on April 20, 2006.
Incorporated by reference herein. Previously filed as Exhibit 10.1 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.
10.1
2
.2*
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.
10.1
3
*
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.
10.1
4
.1*
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.
10.14.2*
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.
10.1
5
.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.
10.1
5
.2*
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.
10.15.3*
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
.1
6
.1*
Offer of Employment Term Sheet dated March 20, 2018 from Ventas, Inc. to Peter J. Bulgarelli.
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.
10.1
6
.2*
Employee Protection and Noncompetition Agreement dated March 20, 2018 between Ventas, Inc. and Peter J. Bulgarelli.
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.
10.1
7
*
Ventas Employee and Director Stock Purchase Plan, as amended.
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.
164
Exhibit
Number
Description of Document
Location of Document
10.18.1*
Employee Protection and Restrictive Covenants Agreement dated January 21, 2020 between Ventas, Inc. and Carey Shea Roberts.
Incorporated by reference herein. Previously filed as Exhibit 10.2.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed on May 8, 2020, File No. 001-10989.
10.18.2*
Employment Bonus Agreement dated March 4, 2020 between Ventas, Inc. and Carey Shea Roberts.
Incorporated by reference herein. Previously filed as Exhibit 10.2.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed on May 8, 2020, File No. 001-10989.
10.18.3*
Offer Letter dated December 22, 2019 from Ventas, Inc. to Carey Shea Roberts.
Filed herewith.
10.19.1*
Employee Protection and Restrictive Covenants Agreement dated February 7, 2020 between Ventas, Inc. and J. Justin Hutchens.
Incorporated by reference herein. Previously filed as Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed on May 8, 2020, File No. 001-10989.
10.19.2*
Offer Letter dated January 30, 2020 from Ventas, Inc. to J. Justin Hutchens.
Filed herewith.
21
Subsidiaries of Ventas, Inc.
Filed herewith.
22
List of Guarantors and Issuers of Guaranteed Securities.
Filed herewith.
23
Consent of KPMG LLP.
Filed herewith.
31.1
Certification of Debra A. Cafaro, Chairman and Chief Executive Officer, pursuant to Rule 13a-14(a) under the Exchange Act.
Filed herewith.
31.2
Certification of Robert F. Probst, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(a) under the Exchange Act.
Filed herewith.
32.1
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.
32.2
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
The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Equity, (v) the Consolidated Statements of Cash Flows, (vi) Notes to the Consolidated Financial Statements and (vii) Schedule III and IV.
Filed herewith.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
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.
165
ITEM 16.
Form 10-K Summary
None.
166
SIGNATURES
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.
Date: February 23, 2021
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.
167
Signature
Title
Date
/s/ DEBRA A. CAFARO
Chairman and Chief Executive Officer (Principal Executive Officer)
February 23, 2021
Debra A. Cafaro
/s/ ROBERT F. PROBST
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
February 23, 2021
Robert F. Probst
/s/ GREGORY R. LIEBBE
Senior Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer)
February 23, 2021
Gregory R. Liebbe
/s/ MELODY C. BARNES
Director
February 23, 2021
Melody C. Barnes
/s/ JAY M. GELLERT
Director
February 23, 2021
Jay M. Gellert
/s/ RICHARD I. GILCHRIST
Director
February 23, 2021
Richard I. Gilchrist
/s/ MATTHEW J. LUSTIG
Director
February 23, 2021
Matthew J. Lustig
/s/ ROXANNE M. MARTINO
Director
February 23, 2021
Roxanne M. Martino
/s/ MARGUERITE M. NADER
Director
February 23, 2021
Marguerite M. Nader
/s/ SEAN P. NOLAN
Director
February 23, 2021
Sean P. Nolan
/s/WALTER C. RAKOWICH
Director
February 23, 2021
Walter C. Rakowich
/s/ ROBERT D. REED
Director
February 23, 2021
Robert D. Reed
/s/ JAMES D. SHELTON
Director
February 23, 2021
James D. Shelton
/s/ MAURICE S. SMITH
Director
February 23, 2021
Maurice S. Smith
168