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 | December 31, 2021 | ||||||||||||||||||||||
| 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
(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 | Name of | |||||||||||||
| 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 x☒ 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 ¨ Nox☒
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 x☒ 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 Yesx☒ 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
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 x☒
The aggregate market value of shares of the registrant’s common stock held by non-affiliates of the registrant on June 28, 2019,30, 2021, based on a closing price of the common stock of $68.35$57.10 as reported on the New York Stock Exchange, was $25.1$18.0 billion.
As of February 17, 2020,15, 2022, there were 372,860,471399,496,132 shares of the registrant’s common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive Proxy Statement for the 2022 Annual Meeting of Stockholders to be held on May 19, 2020 are incorporated by reference into Part III, Items 10 through 14 of this Annual Report on Form 10-K.10-K to the extent stated herein. Such proxy statement will be filed with the Securities and Exchange commission within 120 days of the registrant’s fiscal year ended December 31, 2021.
CAUTIONARY STATEMENTS
Unless otherwise indicated or except where the context otherwise requires, the terms “we,” “us” and “our”“us,” “our,” “Company” 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 on Form 10-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). AllThese 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 our tenants’, operators’, borrowers’ or managers’ expected future financial condition, resultsexpectation as identified by the use of operations, cash flows, funds from operations, dividends and dividend plans, financing opportunities and plans, capital markets transactions, business strategy, budgets, projected costs, operating metrics, capital expenditures, competitive positions, acquisitions, investment opportunities, dispositions, merger integration, growth opportunities, expected lease income, continued qualification as a real estate investment trust (“REIT”), plans and objectives of management for future operations, and statements that include words such as “anticipate,“may,” “if,“will,” “project,” “expect,” “believe,” “intend,” “anticipate,” “seek,” “target,” “forecast,” “plan,” “potential,” “estimate,” “expect,” “intend,” “may,” “could,” “should,“would,” “will,”“should” and other similar expressions are forward-looking statements. Thesecomparable and derivative terms or the negatives thereof. The forward-looking statements are inherently uncertain,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 mayto differ materially from our expectations. those expressed or implied by the forward-looking statements.We do not undertake a duty to update these forward-looking statements, which speak only as of the date on which they are made.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.
Summary Risk Factors
Our actual future resultsbusiness is subject to significant risks and trends may differ materially from expectations depending on a varietyuncertainties that make an investment in us speculative and risky. Below we summarize what we believe are the principal risk factors, but these risks are not the only ones we face, and you should carefully review and consider the full discussion of our risk factors discussed in our filingsthe section titled “Risk Factors” in Part I, Item 1A of this Annual Report, together with the Securities and Exchange Commission (the “SEC”). These factors include without limitation:
Risks Related to COVID-19 Pandemic
•The ongoing COVID-19 pandemic and its extended consequences have had and may continue to have a material adverse effect on our business; and
•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.
Risks Related to Our Business Operations and Strategy
•Macroeconomic trends including rising labor costs and historically low unemployment, increases in inflation and rising interest rates may adversely affect our business;
•Macroeconomic conditions and other events or occurrences that affect areas in which our properties are geographically concentrated may impact financial results;
•Our success depends, in part, on our ability to attract and retain talented employees. The loss of any one of our key personnel or the inability to maintain appropriate staffing could adversely 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;
•A significant portion of our revenues and operating income is dependent on a limited number of tenants and managers; if our tenants’, managers’ or borrowers’ financial condition or business prospects deteriorate, it could adversely affect our business;
•We face potential adverse consequences from the bankruptcy, insolvency or financial deterioration of our tenants, operators, borrowers and managers and our ability and the abilityor borrowers;
•If we need to replace any of our tenants operators, borrowersor managers, we may be unable to do so on as favorable terms, if at all, and managerswe could be subject to accurately estimatedelays, limitations and expenses;
i
•If a borrower defaults, we may be unable to obtain payment, successfully foreclose on collateral or realize the magnitudevalue of those claims;
•We are vulnerable to adverse changes affecting our specific asset classes and the real estate industry generally;
•To the extent that we or our tenants, managers and borrowers are unable to navigate successfully design, developthe trends impacting our or their businesses and manage office buildings and to retain key personnel;the industries in which we or they operate, we may be adversely affected;
•The ability of the hospitals on or near whosethe campuses where our medical office buildings are located and their affiliated health systems tomay not remain competitive or financially viable;
•Our life science, research and financially viableinnovation tenants face unique levels of expense and to attract physiciansuncertainty;
•Increased construction and physician groups;
•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, operators, borrowers or managers or borrowers could adversely affect our business;
•Our ongoing strategy depends, in part, upon identifying and consummating future acquisitions and investments and effectively managing our expansion opportunities;
•Our investments and acquisitions may be unsuccessful or fail to meet our expectations;
•Our investments in co-investment vehicles, joint ventures and minority interests may subject us to risks and liabilities that we would not otherwise face;
•Damage to our reputation could adversely affect our business, financial condition or result of operations;
•Development, redevelopment and construction risks could affect our profitability;
•We may face increased risks and costs associated with volatility in materials and labor prices or as a result of supply chain or procurement disruptions, which may adversely affect the status of our construction projects; and
•Damage from catastrophic or extreme weather and other natural events and the physical effects of climate change could result in losses.
Our Capital Structure Risks
•Market conditions and the actual and perceived state of the capital markets generally could negatively impact our business;
•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 have a significant changesamount of outstanding indebtedness and may incur additional indebtedness in the senior managementfuture;
•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 may be adversely affected by fluctuations in currency exchange rates;
•The phasing out of LIBOR may affect our tenants, operators, borrowers or managers;financial results; and
Our Legal, Compliance and Regulatory Risks
•Significant legal or regulatory issues that may affectproceedings could subject us or our tenants operators,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; and
•Our business could be harmed by liabilities or managers;damages from environmental problems, cyber incidents, insufficiencies in insurance coverages or a failure to maintain effective internal controls.
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;
•Other REIT-related restrictions and requirements may limit our transactions or operations or could have an effecta negative impact on us or our earnings.business.
ii
Note Regarding Third-Party Information
This Annual Report on Form 10-K, are beyond our control and the control of our management.
iii
TABLE OF CONTENTS
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 1B. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
| Item 7. | ||||||||
| Item 7A. | ||||||||
| Item 8. | ||||||||
| Item 9. | ||||||||
| Item 9A. | ||||||||
| Item 9B. | ||||||||
| Item 10. | ||||||||
| Item 11. | ||||||||
| Item 12. | ||||||||
| Item 13. | ||||||||
| Item 14. | ||||||||
| Item 15. | ||||||||
| Item 16. | ||||||||
iv
PART I
ITEM 1. Business
BUSINESS
Overview
Ventas, Inc., an S&P 500 company, is a real estate investment trust (“REIT”) withoperating at the intersection of healthcare and real estate. We hold a highly diversified portfolio of seniorssenior housing communities, medical office buildings (“MOBs”), life science, research and innovation centers, hospitals and other healthcare propertiesfacilities, which we generally refer to as “healthcare real estate”, located throughout the United States, Canada, and the United Kingdom. As of December 31, 2019,2021, we owned or had investments in approximately 1,200 properties (including properties owned through investments in unconsolidated entities and properties classified as held for sale), consisting of seniors housing communities, medical office buildings (“MOBs”), research and innovation centers, inpatient rehabilitation facilities (“IRFs”) and long-term acute care facilities (“LTACs”), and health systems. We had 22 properties under development, including four properties that are owned by unconsolidated real estate entities.. Our company was originally founded in 1983 and is headquartered in Chicago, Illinois. Illinois with additional corporate offices in Louisville, Kentucky and New York, New York.
We primarily invest in seniorsa 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 18 – Segment Information,” included in Part II, Item 8 of this Annual Report on Form 10-K (the “Annual Report”). Our senior housing research and innovation, and healthcarecommunities are either subject to triple-net leases, in which case they are included in our triple-net leased properties through acquisitions and lease our properties to unaffiliated tenantsreportable business segment, or operate them throughoperated by independent third-party managers.managers, in which case they are included in our senior living operations reportable business segment.
As of December 31, 2019,2021, we leased a total of 412332 properties (excluding properties within our office operations reportable business segment) to various healthcare operating companies under “triple-net”triple-net or “absolute-net”absolute-net leases that obligate the tenants to pay all property-related expenses, including maintenance, utilities, repairs, taxes, insurance and capital expenditures. Our three largest tenants, Brookdale Senior Living Inc. (together with its subsidiaries, “Brookdale Senior Living”), Ardent Health Partners, LLC (together with its subsidiaries, “Ardent”) and Kindred Healthcare, LLC (formerly Kindred Healthcare, Inc., together(together with its subsidiaries, “Kindred”), leased from us 122121 properties, (excluding two properties managed by Brookdale Senior Living pursuant to long-term management agreements), 1112 properties and 3231 properties, respectively, as of December 31, 2019.
As of December 31, 2019,2021, pursuant to long-term management agreements, we engaged independent operators, such as Atria Senior Living, Inc. (“Atria”(unless otherwise indicated, together with its subsidiaries, “Atria”) and Sunrise Senior Living, LLC (together with its subsidiaries, “Sunrise”), to manage 406 seniors554 senior housing communities in our senior living operations reportable business 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 seniorssenior housing and healthcare operators or properties.
Business Strategy
We aim to enhance shareholder value by delivering consistent, superior total returns through a strategy of:of (1) generating reliable and growing cash flows;flows, (2) maintaining a balanced, diversified portfolio of high-quality assets;assets and (3) preserving our financial strength, flexibility and liquidity.
1
Generating Reliable and Growing Cash Flows
Generating reliable and growing cash flows from our seniorssenior housing and healthcare assets enables us to pay regular cash dividends to stockholders and creates opportunities to increase stockholder value through profitable investments. TheWe believe that the combination of steady contractual growth from our long-term triple-net leases, steady, reliable cash flows from our loan investments and stable cash flows from our office buildings with the higher growth potential inherent in our seniorssenior housing operating communities drives our abilitywill enable us 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, operatorborrower or manager and making us less susceptible to single-statecertain risks, including risks related to regulatory or reimbursement changes, regional climate events and local economic downturns.downturns or global health events.
Preserving Our Financial Strength, Flexibility and Liquidity
A strong, flexible balance sheet and excellent liquidity position us favorably to capitalize on strategic growth opportunities in the seniorssenior 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, public and publicprivate 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, 2019:2021 (dollars in thousands):
| Real Estate Property Investments | Revenues | |||||||||||||||||||||||||||||||||||||||||||
| Asset Type | Properties (1) | 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 | |||||||||||||||||||||||||||||||||||||
| Senior housing communities | 810 | 81,922 | $20,282,291 | 67.9 | % | $ | 247.6 | $2,604,396 | 68.0 | % | ||||||||||||||||||||||||||||||||||
MOBs (3) | 309 | 17,559,733 | 5,196,016 | 17.4 | 0.3 | 583,606 | 15.2 | |||||||||||||||||||||||||||||||||||||
| Research and innovation centers | 31 | 5,451,703 | 1,988,685 | 6.7 | 0.4 | 220,962 | 5.8 | |||||||||||||||||||||||||||||||||||||
| Inpatient rehabilitation facilities (IRFs) and long-term acute care facilities (LTACs) | 36 | 3,091 | 467,427 | 1.6 | 151.2 | 181,040 | 4.7 | |||||||||||||||||||||||||||||||||||||
| Health systems | 13 | 2,064 | 1,519,645 | 5.1 | 736.3 | 125,842 | 3.3 | |||||||||||||||||||||||||||||||||||||
| Skilled nursing facilities (SNFs) | 16 | 1,732 | 193,808 | 0.6 | 111.9 | 22,369 | 0.6 | |||||||||||||||||||||||||||||||||||||
| Development properties and other | 10 | 201,745 | 0.7 | |||||||||||||||||||||||||||||||||||||||||
| Total real estate investments, at cost | 1,225 | $ | 29,849,617 | 100.0 | % | |||||||||||||||||||||||||||||||||||||||
| Income from loans and investments | 74,981 | 2.0 | ||||||||||||||||||||||||||||||||||||||||||
| Interest and other income | 14,810 | 0.4 | ||||||||||||||||||||||||||||||||||||||||||
| Revenues related to assets classified as held for sale | 4 | 1 | 0.0 | |||||||||||||||||||||||||||||||||||||||||
| Total revenues | $ | 3,828,007 | 100.0 | % | ||||||||||||||||||||||||||||||||||||||||
| 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) | ||||||||||||||||||||||||
| Seniors housing communities | 734 | 70,633 | $18,192,047 | 63.1 | % | $ | 257.6 | $2,618,601 | 67.8 | % | ||||||||||||||
MOBs(3) | 347 | 19,863,529 | 5,709,478 | 19.8 | 0.3 | 593,730 | 15.3 | |||||||||||||||||
| Research and innovation centers | 34 | 6,300,841 | 2,409,541 | 8.4 | 0.4 | 253,488 | 6.5 | |||||||||||||||||
| IRFs and LTACs | 37 | 3,106 | 459,535 | 1.6 | 148.0 | 160,658 | 4.1 | |||||||||||||||||
| Health systems | 12 | 2,064 | 1,517,814 | 5.3 | 735.4 | 117,496 | 3.0 | |||||||||||||||||
| SNFs | 16 | 1,732 | 201,700 | 0.7 | 116.5 | 23,845 | 0.6 | |||||||||||||||||
| Development properties and other | 18 | 326,985 | 1.1 | |||||||||||||||||||||
| Total real estate investments, at cost | 1,198 | $ | 28,817,100 | 100.0 | % | |||||||||||||||||||
| Income from loans and investments | 89,201 | 2.3 | ||||||||||||||||||||||
| Interest and other income | 10,984 | 0.3 | ||||||||||||||||||||||
| Revenues related to assets classified as held for sale | 15 | 4,747 | 0.1 | |||||||||||||||||||||
| Total revenues | $ | 3,872,750 | 100.0 | % | ||||||||||||||||||||
(1) |
As of December 31, 2019,2021, we also owned a totalnine senior housing communities, 12 life science, research and innovation centers and two MOBs through investments in unconsolidated real estate entities. Our consolidated properties were located in 47 states, the District of 1,201 seniorsColumbia, seven Canadian provinces and the United Kingdom and were operated or managed by 85 unaffiliated healthcare operating companies.
(2)Senior housing communities are generally measured in units; MOBs and healthcare properties (including properties classifiedresearch and innovation centers are measured by square footage; and IRFs and LTACs (as defined below), health systems and SNFs (as defined below) are generally measured by licensed bed count.
(3)As of December 31, 2021, we leased 57 of our consolidated MOBs pursuant to triple-net leases, Lillibridge or PMBRES managed 244 of our consolidated MOBs and eight of our consolidated MOBs were managed by five unaffiliated managers. Through Lillibridge, we also provided management and leasing services for 67 MOBs owned by third parties as held for sale) as follows:of December 31, 2021.
2
Consolidated (100% interest) | Consolidated (<100% interest) | Unconsolidated (25% interest) | Total | ||||||||
| Seniors housing communities | 710 | 38 | 5 | 753 | |||||||
| MOBs | 313 | 35 | 1 | 349 | |||||||
| Research and innovation centers | 22 | 12 | — | 34 | |||||||
IRFs and LTACs | 36 | 1 | — | 37 | |||||||
| Health systems | 12 | — | — | 12 | |||||||
| SNFs | 16 | — | — | 16 | |||||||
| Total | 1,109 | 86 | 6 | 1,201 | |||||||
Our seniorssenior 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 bedroomone- and two bedroomtwo-bedroom residential units on a month-to-month basis primarily to elderly individuals requiring various levels of assistance. Basic services for residents of these communities include housekeeping, meals in a central dining area and group activities organized by the staff with input from the residents. More extensive care and personal supervision, at additional fees, are also available for such needs as eating, bathing, grooming, transportation, limited therapeutic programs and medication administration, which allow residents certain conveniences and enable them to live as independently as possible according to their abilities. These services are often met by home health
providers and through close coordination with the resident’s physician and SNFs.skilled nursing facilities (“SNFs”). Charges for room, board and services are generally paid from private sources.
Medical Office Buildings
Typically, our MOBs are multi-tenant properties leased to several unrelated medical practices, although in many cases they may be associated with a large single specialty or multi-specialty group. Tenants include physicians, dentists, psychologists, therapists and other healthcare providers, who require space devoted to patient examination and treatment, diagnostic imaging, outpatient surgery and other outpatient services. MOBs are similar to commercial office buildings, although they require greater plumbing, electrical and mechanical systems to accommodate physicians’ requirements such as sinks in every room, brighter lights and specialized medical equipment. As of December 31, 2019,2021, we owned or managed through unconsolidated real estate entities for third parties approximately 2119.3 million square feet of MOBs that are predominantly located on or near a health system.
Life Science, Research and Innovation Centers
Our life science, research and innovation centers contain laboratory and office space primarily for scientific research for universities, academic medical centers, technology, biotechnology, medical device and pharmaceutical companies and other organizations involved in the 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 primarilyoften located on or contiguous to university and academic medical campuses. The campus settings allow usAs of December 31, 2021, we own or have investments in nearly 7.9 million square feet spanning 43 operating properties and four in progress ground-up development properties, including a presence in the opportunity to provide flexible, contiguous/adjacent expansion to accommodate the growth of existing tenants.top two life sciences clusters, South San Francisco, California and Cambridge, Massachusetts.
Inpatient Rehabilitation and Long-termLong-Term Acute Care Facilities
We have 29 properties that are operated as LTACs.long-term acute care facilities (“LTACs”). LTACs have a Medicare average length of stay of greater than 25 days and serve medically complex, chronically ill patients who require a high level of monitoring and specialized care, but whose conditions do not necessitate the continued services of an intensive care unit. The operators of these LTACs have the capability to treat patients who suffer from multiple systemic failures or conditions such as neurological disorders, head injuries, brain stem and spinal cord trauma, cerebral vascular accidents, chemical brain injuries, central nervous system disorders, developmental anomalies and cardiopulmonary disorders. Chronic patients often depend on technology for continued life support, such as mechanical ventilators, total parenteral nutrition, respiration or cardiac monitors and dialysis machines, and, due to their severe medical conditions, generally are not clinically appropriate for admission to a nursing facility or rehabilitation hospital. All of our LTACs are freestanding facilities, and weWe do not own any “hospitals within hospitals.” We also own eight IRFsseven inpatient rehabilitation facilities (“IRFs”) devoted to the rehabilitation of patients with various neurological, musculoskeletal, orthopedic and other medical conditions following stabilization of their acute medical issues.
3
Health Systems
We have 1213 properties that are operated as health systems. Health systems provide medical and surgical services, including inpatient care, intensive care, cardiac care, diagnostic services and emergency services. These health systems also provide outpatient services such as outpatient surgery, laboratory, radiology, respiratory therapy, cardiology and physical therapy. In the United States, these health systems receive payments for patient services from the federal government primarily under the Medicare program, state governments under their respective Medicaid or similar programs, health maintenance organizations, preferred provider organizations, other private insurers and directly from patients.
Skilled Nursing Facilities
We have 16 properties that are operated as SNFs. SNFs provide rehabilitative, restorative, skilled nursing and medical treatment for patients and residents who do not require the high technology, care-intensive, high costhigh-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 seniors housing and healthcare propertiesassets 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 and other services costs) for the year ended December 31, 2019.2021. 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 additional disclosure and reconciliations of net income attributable to common stockholders, as computed in accordance with U.S. generally accepted accounting principles (“GAAP”), to NOI.
Loans and Investments
As of December 31, 2019,2021, we had $1.0 billion$549.2 million of net loans receivable and investments relating to seniorssenior housing and healthcare operators or properties. Our loans receivable and investments provide us with interest income, principal amortization and transaction fees and are typically secured by mortgage liens or leasehold mortgages on the underlying properties and corporate or personal guarantees by affiliates of the borrowing entity. In some cases, the loans are secured by a pledge of ownership interests in the entity or entities that own the related seniors housing or healthcare properties. From time to time, we also make investments in mezzanine loans, which are subordinated to senior secured loans held by other investors that encumber the same real estate. See “NOTE 6—LOANS RECEIVABLE AND INVESTMENTS”“Note 6 – Loans Receivable and Investments” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.Report.
Development and Redevelopment Projects
We are party to certain agreements that obligate us to develop seniors housing or healthcare properties funded through capital that we and, in certain circumstances, our joint venture partners provide. As of December 31, 2019,2021, we had 2214 properties under development pursuant to these agreements, including four properties that are owned through unconsolidated real estate entities. In addition, from time to time, we engage in redevelopment projects with respect to our existing seniors housing communitiesproperties 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”“Note 18 – Segment Information” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.
4
Number of Properties Leased or Managed | Percent of Total Real Estate Investments (1) | Percent of Total Revenues | Percent of NOI | ||||||||
| Senior living operations | 401 | 43.4 | % | 55.8 | % | 31.1 | % | ||||
Brookdale Senior Living (2) | 121 | 7.7 | 4.7 | 8.7 | |||||||
| Ardent | 11 | 4.7 | 3.1 | 5.8 | |||||||
| Kindred | 32 | 1.0 | 3.3 | 6.3 | |||||||
Triple-Net Leased Properties
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 operate and manage those communities. The REIT Investment 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 and regulations, 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 life science, 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, 2021 (excluding properties classified as held for sale and properties owned by investments in unconsolidated real estate entities):
| Number of Properties Leased or Managed | Percent of Total Real Estate Investments (1) | Percent of Total Revenues | Percent of NOI | ||||||||||||||||||||
| Senior Living Operations | 545 | 54.4 | % | 59.4 | % | 26.8 | % | ||||||||||||||||
Brookdale Senior Living (2) | 121 | 7.8 | 3.9 | 8.6 | |||||||||||||||||||
| Ardent | 12 | 4.7 | 3.3 | 7.4 | |||||||||||||||||||
| Kindred | 31 | 1.0 | 3.8 | 7.8 | |||||||||||||||||||
(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, 2019. If Brookdale Senior Living, Ardent or Kindred becomes unable or unwilling to satisfy its obligations to us or to renew its leases with us upon expiration of the terms thereof, our financial condition and results of operations could decline, and our ability to service our indebtedness and to make distributions to our stockholders could be impaired. We cannot assure you that Brookdale Senior Living, Ardent and Kindred will have sufficient assets, income and access to financing to enable them to satisfy their respective obligations to us, and any failure, inability or unwillingness by Brookdale Senior Living, Ardent or Kindred to do so could have a material adverse effect on our business, financial condition, results of operations and liquidity, our ability to service our indebtedness and other obligations and our ability to make distributions to our stockholders, as required for us to continue to qualify as a REIT (a “Material Adverse Effect”). We also cannot assure you that Brookdale Senior Living, Ardent and Kindred will elect to renew their respective leases with us upon expiration of the leases or that we will be able to reposition any non-renewed properties on a timely basis or on the same or better economic terms, if at all.2021. See “Risk Factors—Risks Arising from Our Business—Our leasesBusiness Operations and other agreements with Brookdale Senior Living, Ardent and Kindred account for aStrategy Risks—A significant portion of our revenues and operating income; any failure, inability or unwillingness byincome is dependent on a limited number of tenants and managers, including Brookdale Senior Living, Ardent, or Kindred, to satisfy its obligations under our agreements could have a Material Adverse Effect on usAtria and Sunrise.” included in Part I, Item 1A of this Annual Report on Form 10-K.Report.
5
Brookdale Senior Living Leases
As of December 31, 2019,2021, we leased 121 consolidated properties (excluding twoeight 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 connection with the revised Brookdale Lease, we received up-front consideration of $235 million, which is being 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 note; (c) warrants 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. In October 2021, we received full repayment of the note from Brookdale.
Base cash rent under the Brookdale Lease is obligated to pay base rent, which escalates annuallyset at a specified rate over the prior period base rent. $100 million per annum starting in July 2020, with three percent annual escalators commencing on January 1, 2022. The Brookdale Lease is guaranteed by 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, 2019,2021, the aggregate 20202022 contractual cash rent due to us from Brookdale Senior Living including a reduction for an annual rent credit equal to $7.0 million, was approximately $182.8$105.9 million, and the current aggregate contractual base rent (computed in accordance with U.S. generally accepted accounting principles (“GAAP”)) due to us from Brookdale Senior LivingGAAP) was approximately $184.1$148.0 million.
Ardent Lease
As of December 31, 2019,2021, we leased 1011 properties (excluding one MOB leased to Ardent under a separate lease) to Ardent pursuant to a single, triple-net master lease agreement. Per our master lease agreement, Ardent is obligated to pay base rent, which escalates annually by the lesser of four times the increase in the Consumer Price Index (“CPI”) for the relevant period and 2.5%. The initial term of the master lease expires on August 31, 2035 and Ardent has one ten-year renewal option.
As of December 31, 2019,2021, the aggregate 20202022 contractual cash rent due to us from Ardent was approximately $120.9$127.1 million, and the current aggregate contractual base rent (computed in accordance with GAAP) due to us from Ardent was also approximately $120.9$130.8 million.
Kindred Master Leases
As of December 31, 2019,2021, we leased 29 propertiesLTACs to Kindred pursuant to a master lease agreement. In November 2016, Kindred extendedThe lease term for six of the LTACs ends in 2023 and the lease term for the remaining LTACs ends in 2025. Kindred may extend the lease term for each pool of LTACs for an additional term of 5 years by delivering a renewal notice to 2025 for allthe Company 12 to 18 months prior to the applicable expiration. We cannot assure you that Kindred will exercise its renewal option on either pool of LTACs. See “Risk Factors—Our Business Operations and Strategy Risk—If we need to replace any of our LTACs operated by Kindred that were scheduledtenants or managers, we may be unable to maturedo so on as favorable terms, if 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 2018 and 2020, at the current rent level.Part I, Item 1A of this Annual Report.
The aggregate annual rent we receive under each Kindred master lease is referred to as “base rent.” Base rent escalates annually at a specified rate over the prior period base rent, contingent, in some cases, upon the satisfaction of specified facility revenue parameters. The annual rent escalator under the Kindred master lease for 25 properties is based on year-over-year changes in CPI, subject to a floor and cap, and is 2.7% for four properties. As of December 31, 2019,2021, the aggregate 20202022 contractual cash rent due to us from Kindred was approximately $127.4$130.3 million, and the current aggregate contractual base rent (computed in accordance with GAAP) due to us from Kindred was approximately $129.4$132.2 million.
6
In June 2021, Kindred and LifePoint Health announced that they entered into a definitive agreement pursuant to which Kindred would be acquired (the “Kindred Transaction”). The Kindred Transaction closed in December 2021. In connection with the Kindred Transaction, Kindred began operating under a new healthcare system called ScionHealth. Under our agreements with Kindred, we earned a fee of $13.1 million in connection with this transaction, which was recognized in the fourth quarter of 2021 within interest and other income in our Consolidated Statements of Income.
Senior Living Operations
As of December 31, 2019,2021, Atria and Sunrise, collectively, provided comprehensive property management and accounting services with respect to 260 consolidated seniors256 of the senior housing communities pursuant to long-term management agreements with us.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 2027,2041, and our management agreements with Sunrise have terms expiring between 2030 and 2038. In some cases, our management agreements include renewal provisions.
On July 30, 2021, Atria, which at the time managed a pool of 165 communities for Ventas, acquired the management services division of Holiday Retirement, which at the time managed a pool of 26 communities for Ventas. Following such transaction, Atria and Holiday each continued to manage their respective pools of communities under their own distinct management contracts with Ventas. On September 21, 2021, Ventas consummated the acquisition of New Senior Investment Group Inc., whose portfolio included 21 Atria-managed communities and 65 Holiday-managed communities. As of December 31, 2021, Atria managed a pool of 162 communities and Holiday managed a pool of 91 communities for Ventas under their own distinct management contracts. Ventas has the ongoing right to terminate the management contract for 91 of the Holiday-managed communities with short term notice. As disclosed and presented herein, (a) references to communities managed by Atria means all communities subject to our management contracts with Atria, including the Atria-managed New Senior communities, but excluding the Holiday-managed communities; and (b) references to communities managed by Holiday means all communities subject to our management contracts with Holiday, including the Holiday-managed New Senior communities, but excluding the Atria-managed communities.
Because Atria and Sunrise manage our properties in exchange for the receipt of a management fee from us, we are not directly exposed to the credit risk of our managers in the same manner or to the same extent as our triple-net tenants. However, we rely on our managers’ personnel, expertise, technical resources and information systems, proprietary information, good faith and judgment to manage our senior living operations efficiently and effectively. We also rely on our managers to set appropriate resident fees, to provide accurate property-level financials results in a timely manner and otherwise operate our seniors housing communities in compliance with the terms of our management agreements and all applicable laws and regulations. Although we have various rights as the property owner under our management agreements, including various rights to terminate and exercise remedies under the agreements as provided therein, Atria’s or Sunrise’s failure, inability or unwillingness to satisfy its respective obligations under those agreements, to efficiently and effectively manage our properties or to provide timely and accurate accounting information with respect thereto could have a Material Adverse Effect on us. In addition, significant changes in Atria’s or Sunrise’s senior management or equity ownership or any adverse developments in their businesses or financial condition could have a Material Adverse Effect on us. See “Risk Factors—Risks Arising from Our Business—The properties managed by AtriaBusiness Operations and Sunrise account for aStrategy Risk—A significant portion of our revenues and operating income; adverse developments in Atria’sincome is dependent on a limited number of tenants and Sunrise’s business and affairs or financial condition could have a Material Adverse Effect on us” and “—We have rights to terminate our management agreements withmanagers, including Brookdale Senior Living, Ardent, Kindred, Atria and Sunrise in whole or with respect to specific properties under certain circumstances,Sunrise.” and we may be unable to replace Atria or Sunrise if our management agreements are terminated or not renewed” included in Part I, Item 1A of this Annual Report on Form 10-K.Report.
Competition
We generally compete for investments in seniors housing and 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—Risks Arising from Our Business—Business Operations and Strategy Risk—Our ongoing strategy depends, in part, upon future investments in and acquisitions of, or our development or redevelopment of, seniors housing and healthcare assets, and we may not be successful in identifying and consummating these transactionsfuture investments and effectively managing our expansion opportunities.” included in Part I, Item 1A of this Annual Report on Form 10-K and “NOTE 10—SENIOR NOTES PAYABLE AND OTHER DEBT”“Note 10 – Senior Notes Payable and Other Debt” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.Report.
Our tenants operators and managers also compete on a local and regional basis with other healthcare operating companies that provide comparable services. SeniorsSenior housing community, SNF and health systemssystem 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 life science, 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 campuses.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
7
other laws and regulations. See “Risk Factors—Risks Arising from Our Business—OurLegal, Compliance and Regulatory Risks—We and our tenants, operatorsborrowers and managers may be adversely affected by healthcare regulation and enforcement” and “—Changes in the reimbursement rates or methods of payment from third-party payors, including insurance companies and the Medicare and Medicaid programs, could have a material adverse effect on certain of our tenants and operators and on usenforcement.” included in Part I, Item 1A of this Annual Report on Form 10-K.Report.
At Ventas, our experienced team drives our success and creates value. As of December 31, 2019,2021, we had 516434 employees, none of which isare subject to a collective bargaining agreement.
We believeprovide a unique environment that relationsoffers 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 Compensation Committee of our Board of Directors provides oversight on certain human capital matters, including our Diversity, Equity and Inclusion (“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 DE&I. We have established a DE&I framework centered around key pillars of people, culture and celebration, investment and financial, and changing our society and improving our communities. To develop action plans for each focus area of our DE&I framework, we have established a diverse, multi-disciplinary DE&I Committee with representation across job function, level and geography. Divided into subcommittees representing each area of the framework, team members are tasked with mobilizing a strategic and coordinated effort to create positive change across our employeescompany. Development and execution of the DE&I framework is a core component of our short-term incentive compensation program. Since 2020, we have also incorporated metrics focused on advancing our DE&I goals into our long-term equity incentive compensation programs to further drive progress and accountability. As of December 31, 2021, our workforce is 53% male and 47% female, and our Board of Directors is 36% female.
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.
Environmental, Social, and Governance
Ventas recognizes that responsible and sustainable practices are positive.essential to delivering superior long-term results. Our integrated approach to Environment, Social and Governance (“ESG”) principles animates our actions, decisions and processes. In 2019, we completed an in-depth ESG prioritization (a “materiality assessment”) using the Global Reporting Initiative (GRI) framework, from which we organized the eight key topics identified into three strategic pillars: People, Performance, and Planet. This approach integrates ESG principles throughout our business, ensures focus and reporting on the most relevant issues and motivates our daily efforts. Ventas has set measurable and ambitious goals related to each of our key ESG topics, including targets to reduce greenhouse gas emissions, energy, water and waste.
8
Ventas convenes a cross-functional ESG Steering Committee, which provides oversight and monitoring of our ESG strategy and is led by our Chairman and CEO and overseen by our Vice President, Corporate ESG & Sustainability. In addition, our Board of Directors is provided with regular updates on ESG matters.
Insurance
We maintain or require in our lease, management and other agreements that our tenants, operators and managers or other counterparties maintain all applicable lines ofcomprehensive insurance coverage on our properties and their operations. Weoperations with terms, conditions, limits and deductibles that we believe that the amount and scope of insurance coverage provided by our policies and the policies required to be maintained by our tenants, operators and managers are customary for similarly situated companies in each industry and we frequently review our industry. Although we regularly monitor our tenants’, operators’insurance programs and managers’ compliance with their respectiverequirements. The insurance requirements, we cannot assure you that they will maintain the required insurance coverages, and any failure, inability or unwillingness by our tenants, operators and managers to do so could have a Material Adverse Effect on us. We also cannot assure you that we will continue tomaintain or require may take the same levelsform of commercial insurance, coverage under our lease, management and other agreements, that suchcaptive insurance coverage will be available at a reasonable cost in the future or that the policies maintained will fully cover all losses related to our properties upon the occurrence of a catastrophic event, nor can we assure you of the future financial viability of the insurers.self-insurance.
We maintain the property insurance for substantially all ofproperties 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 our seniorscertain senior housing communities and related operations managed by Atria.in our senior living operations segment. However, Sunrise maintainssome senior housing managers maintain the general and professional liability insurance for our seniorssenior housing communities and related operations that it managesthey manage in accordance with the terms of our management agreements. Under our management agreements with Sunrise, we may elect, on an annual basis, whether we or Sunrise will bear responsibility for maintaining the required insurance coverage for the applicable properties.
Through our office operations, we provide engineering, construction and architectural services in connection with new development projects, and anywe maintain and cause tenants, contractors, design construction or systems failures relatedprofessionals and other parties involved with such services to the properties we develop could result in substantial injury or damage to our clients or third parties. Any such injury or damage claims may arise in the ordinary coursemaintain property and may be assertedliability insurance with respect to ongoing or completed projects. Although we maintain liabilitythose activities.
In May 2020, the Company formed a wholly owned captive insurance to protect us against these claims, if any claim results in a loss, we cannot assure you that our policy limits would be adequate to cover the loss in full. If we sustain losses in excess of ourcompany, which provides insurance coverage we may be required to payfor losses below the differencedeductible and we could lose our investment in, or experience reduced profits and cash flows from,within the affected MOB or research and innovation center, which could have a Material Adverse Effect on us.
Additional Information
We maintain a website at www.ventasreit.com. The information on our website is not incorporated by reference in this Annual Report, on Form 10-K, and our web address is included as an inactive textual reference only.
We make available, free of charge, through our website our Annual Report, on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13 or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. In addition, our Guidelines on Governance, our Global Code of Ethics and Business Conduct (including waivers from and amendments to that document) and the charters for each of our Audit and Compliance, Nominating and Corporate Governance and Executive Compensation Committees are available on our website, and we will mail copies of the foregoing documents to stockholders, free of charge, upon request to our Corporate Secretary at Ventas, Inc., 353 North Clark Street, Suite 3300, Chicago, Illinois 60654.
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, Phase 3 and Phase 4 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.
9
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
Licensure, Certification and CONs
10
Sanctions for failure to comply with licensure and certification laws and regulations include loss of licensure or certification could adversely affect a healthcare facility operator’sand ability to participate in or receive payments from the Medicare and Medicaid programs, which, in turn,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 itsthe 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, if 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 healthcarelicensed facilities and tenants are subject to state certificate of need (“CON”)CON laws, thatwhich require governmental approval prior to the development or expansion of healthcarelicensed facilities and services. The approval process in these states with CON laws generally requires a facility to demonstrate the need for additional or expanded healthcarelicensed facilities or services. CONs, where applicable, are also sometimes necessary for changes in ownership or control of licensed facilities, addition of beds, investment in major capital equipment, introduction of new services or termination of services previously approved through the CON process. CON laws and regulations may restrict an operator’sour or our tenants’ ability to expand our properties and grow its business in certain circumstances, which could have an adverse effect on the operator’s revenues and, in turn, its ability to make rental payments under and otherwise comply with the terms of our leases. See “Risk Factors-Risks Arising from Our Business-If we must replace any of our tenants or operators, we might be unable to reposition the properties on as favorable terms, or at all, and we could be subject to delays, limitations and expenses, which could have a Material Adverse Effect on us” included in Part I, Item 1A of this Annual Report on Form 10-K.their revenues.
Fraud and Abuse Enforcement
Violating these healthcare fraud and abuse laws and regulations may result in criminal and civil penalties, such as punitive sanctions, damage assessments, monetary penalties, imprisonment, denial of Medicare and Medicaid payments, and exclusion from the Medicare and Medicaid programs. The responsibility for enforcing theseThese laws and regulations lies withare enforced by a variety orof federal, state and local governmental agencies, howeverand many of the laws and regulations can also be enforced by private litigants through federal and state false claims acts and other laws that allow private individuals to bring whistleblower suits known as qui tamactions.
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 has significantly increased fundingand certain state legislatures have introduced and passed a large number of proposals and legislation designed to the governmental agencies charged with enforcingmake major changes in the healthcare fraudsystem, including changes that directly or indirectly affect reimbursement. Several of these laws, including the Patient Protection and abuse laws to facilitate increased audits, investigations and prosecutions of providers suspected of healthcare fraud. As a result, government investigations and enforcement actions brought against healthcare providers have increased significantly in recent years and are expected to continue. A violation of federal or state anti-fraud and abuse laws or regulationsAffordable Care Act, as amended by an operator of our properties could have a material adverse effect on the operator’s liquidity, financial condition or results of operations, which could adversely affect its ability to satisfy its contractual obligations, including making rental payments under and otherwise complying with the terms of our leases.
11
reforms, but changes to grow under the current presidential administration - has the potential to diminish the market for certain healthcare providers, particularly specialist physiciansreimbursement rates and providers of particular diagnostic technologies such as medical resonance imaging services. Thisrelated policies could adversely impact the medical properties that house these physiciansour and medical technology providers.our tenants’ results of operations.
For the year ended December 31, 2019,2021, approximately 7.3%7.8% of our total revenues and 13.3%16.5% of our total NOI (in each case excluding amounts in discontinued operations) were attributable to acute and post-acute healthcare facilities in which our third-party tenants receive reimbursement for their services under governmental healthcare programs, such as Medicare and Medicaid. We are neither a participant in, nor a direct recipient of, any reimbursement under these programs with respect to those leased facilities.
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 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. In addition, senior living residences in Canada are generally required to adhere to quality control, public health, infection control and other care-related operating standards subject to each province’s particular regulatory regime.
The United Kingdom exited from the European Union on January 31, 2020 (“Brexit”). 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
12
federal government or other sources of funding to varying degrees.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.
Our tenants with marketable products may be adversely affected by healthcare reform and government reimbursement policies, including changes under the current presidential administration or by private healthcare payors. Likewise,
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 tenants maytaxable year ended December 31, 1999. Provided we qualify for taxation as a REIT, we generally will not be unablerequired to adequately protect their intellectual propertypay 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;
(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 patent, copyrightthe 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 trade secret laws. will be able to operate in a manner so as to qualify or remain qualified as a REIT.
If we lose our researchstatus 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 innovation tenants’ businessesto 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 adversely affected, they may have difficulty making paymentsentitled to us,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 materially adversely affect the value of our business, results of operations and financial condition.common stock. See “Risk Factors—Our REIT Status Risks”.
13
Environmental Regulation
However, these complex federal, state and foreign statutes, and their enforcement, involve a myriad of regulations, many of which impose strict liability on offenders. Some of these federal, state and foreign laws and regulations may directly impact us. Under various federal, local and foreign environmental laws, ordinances and regulations, an owner of real property we are subject to various federal, state and local laws and regulations regarding environmental, health and safety matters.
With respect to our properties that are operated or managed by third parties, we may be held primarily or jointly and severally liable for costs relating to the investigation and clean-upcleanup of any property from which there is or has been an actual or threatened release of a regulated material and any other affected properties, regardless of whether we knew of or caused the release. Such costs typically are not limited by law or regulation and could exceed the property’s value. In addition, we may be liable for certain other costs, such as governmental fines and injuries to persons, property or natural resources, as a result of any such actual or threatened release. See “Risk Factors-Risks Arising from Factors—Our Business-We could incur substantialBusiness 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 if anyand could adversely affect our business, financial condition and results of
Under the terms of our lease, managementleases and other agreements, we generally have a right to indemnification by the tenants operators and managers of our properties for any contamination caused by them. However, we cannot assure you that our tenants, operators and managers will have the financial capability or willingness to satisfy their respective indemnification obligations to us, and any failure, inability or unwillingness to do so may require us to satisfy the underlying environmental claims.
In general, we have also agreed to indemnify our tenants and operatorsmanagers against any environmental claims (including penalties and clean-upcleanup costs) resulting from any condition arising in, on or under, or relating to, the leased properties at any time before the applicable lease commencement date. With respect to our senior living operating portfolio, we have agreed to indemnify our managers against any environmental claims (including penalties and clean- upcleanup costs) resulting from any condition on those properties, unless the manager caused or contributed to that condition.
ITEM 1A. Risk Factors
This section discusses the most significantmaterial 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:
•Risks Related to the COVID-19 Pandemic
•Risks Related to Our Business Operations and Strategy
•Our Capital Structure Risks
•Our Legal, Compliance and Regulatory Risks
•Our REIT Status Risks
Risks Related to the COVID-19 Pandemic
The COVID-19 pandemic and its extended consequences 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 its extended consequences have materially and negatively impacted our businesses in a number of ways and are expected to continue to do so. For instance, our financial results have been adversely impacted by increased operating costs at our senior housing communities as a result of labor pressures, public health measures and other operational and regulatory dynamics attributable or related to the pandemic and decreased revenues due to a reduction in occupancy in these communities. Many of our tenants, managers and borrowers have also incurred significant costs or losses as a result of the pandemic, and may continue to do so, which increases the risk that they are unable to comply with their obligations to us.
14
We, along with our managers, continue to undertake extensive efforts to ensure the safety of our employees, residents, communities, tenants and buildings, including by coordinating vaccine programs for residents and instituting vaccine requirements for our employees and most employees in our SHOP portfolio.In some circumstances, these vaccine requirements may make it harder for us to hire employees or may make it more expensive for us to do so. Ongoing administration of resident safety programs may contribute to increased labor and other operating costs, including those related to food and wellness services and higher wages from overtime pay.
The effects of shelter-in-place and stay-at-home orders, if re-imposed, and the trend toward increased remote and hybrid work arrangements could strain our business continuity plans, increase operational risk, including cybersecurity risk, and impair our ability to manage our business. As a result of the pandemic, our non-field-based employees have shifted to operating in a primarily fully or partially remote working environment. Remote work creates inherent productivity, connectivity and oversight challenges. We may experience increased costs and disruption as we adjust to new or unfamiliar work models. We may face challenges in operating effectively and maintaining our corporate culture.
Senior housing communities have been disproportionately impacted by COVID-19.Lower labor force participation rates and inflationary pressures affecting wages have driven increased labor expenses across senior housing communities, with our tenants, managers and borrowers implementing higher wage rates, more costly overtime and usage of contract labor to address these challenges. Our tenants, managers and borrowers have experienced significant cost increases as a result of increased health and safety measures, increased governmental regulation and compliance, vaccine mandates and other operational changes necessitated either directly or indirectly by the COVID-19 pandemic. Many of these expenses may remain at these higher levels even if the pandemic subsides.Increases in labor or other operating costs would affect the net operating income of our SHOP segment and could affect the ability of our triple-net tenants to make contractual payments to us, which in turn, could adversely affect our triple-net leased segment.
The ongoing COVID-19 pandemic has also, 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.The ongoing impact of the pandemic on occupancy remains uncertain, especially as new strains of COVID-19, such as the Delta and Omicron variants, arise and spread and clinical trends fluctuate.Any decrease in occupancy would affect the net operating income of our SHOP segment and could affect the ability of our triple-net tenants to make contractual payments to us, which in turn, could adversely affect our triple-net leased segment.
Across our asset classes, the ongoing impact of the COVID-19 pandemic and its extended consequences create 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 increased hospitalizations or restrictions on elective procedures, increased labor and other operating expenses, difficulty procuring necessary products and services, delays and suspensions in the issuance of permits or other required authorizations and exposure to increased litigation and regulatory risk. Various federal, state, local and foreign governments have in the past enacted, and may in the future enact, laws, regulations or moratoriums that limit our ability to terminate a lease, evict a tenant or pursue other remedies where the tenant has been impacted by the COVID-19 pandemic. Where such laws, regulations or moratoriums are in effect, we may incur significant costs and it may take a significant amount of time to ultimately evict or pursue remedies against a tenant who is not meeting its contractual rent or other obligations.
The COVID-19 pandemic and its extended consequences have impacted the macroeconomic environment and global financial markets in significant ways, including through increased rates of inflation and interest rates and increasing labor pressure. These consequences have adversely impacted and may continue to adversely impact our business, financial condition and results of operations and that of our tenants, managers and borrowers. See “Risks Related to Our Business Operations and Strategy—Macroeconomic trends including rising labor costs and historically low unemployment, increases in inflation and rising interest rates may adversely affect our business and financial results,” below.
The COVID-19 pandemic and its extended consequences have exacerbated, and may continue to exacerbate, the magnitude of other risks. Today, the trajectory and future impact of the COVID-19 pandemic and its extended consequences remains highly uncertain. This uncertainty itself has impacted our business, including our ability to plan for and execute on strategic initiatives, to take defensive or offensive actions to effectively and efficiently manage risk and to manage the dynamic forces of volatile and tightening labor markets.
The extent of the pandemic’s continuing effect on our operational and financial performance will depend on a variety of factors, including the rise of new variants of the COVID-19 virus and the effectiveness of available vaccines and therapeutics
15
against those variants; the availability and accuracy of testing; the rate of acceptance of available vaccines, vaccine boosters and therapeutics; the speed at which available vaccines, including boosters and updated versions of vaccines, and therapeutics can be successfully deployed; ongoing clinical experience, which may differ considerably across regions and fluctuate over time; the ongoing impact of the pandemic on the macroeconomic environment and global financial markets, including the rate of inflation, interest rates and labor market; and on other future developments, including the ultimate duration, spread and intensity of new outbreaks, the extent to which governments impose, rollback or re-impose preventative restrictions and the availability of ongoing government financial support to our business, tenants, managers and borrowers.
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 Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), the Consolidated Appropriations Act of 2021 and the American Rescue Plan Act of 2021 authorized a total of $186 billion to be distributed to healthcare providers through the Provider Relief Fund, which is administered by the U.S. Health and Human Services Department (“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, record maintenance and audit requirements and not use grants received from the Provider Relief Fund to reimburse expenses or losses that other sources are obligated to reimburse.
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, Phase 3 and Phase 4 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 grants from the Provider Relief Fund in the past, there can be no assurance that we will receive additional grants from the Provider Relief Fund or any future source of government funding in the future. 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.
There remains a high degree of uncertainty surrounding the continued implementation of the CARES Act and related legislation. The federal government continues to evaluate its response to the COVID-19 pandemic, including whether additional financial measures and related regulations and guidance should be implemented. 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.
Risks Related to Our Business Operations and Strategy
Macroeconomic trends including rising labor costs and historically low unemployment, increases in inflation and rising interest rates may adversely affect our business and financial results.
Macroeconomic trends, including rising labor costs and historically low unemployment, increases in inflation and rising interest rates, may adversely impact our business, financial condition and results of operations. Increased labor costs and shortage of available skilled and unskilled workers may increase the cost of staffing our or our tenants’, managers’ or borrowers’ workforce, including employees at our senior housing communities. To the extent we or our tenants, managers or borrowers cannot hire sufficient workers, we or they may become dependent on high-cost alternatives to meet labor needs, including contract and overtime labor. If we are unable to hire and fill necessary positions, our business may suffer or operate below capacity, causing us to forego potential revenue and growth or affecting our ability to effectively manage risk. Rising labor expense may result in decreased operating net income.
16
We and our tenants, managers and borrowers compete with various other companies in attracting and retaining qualified and skilled personnel who are responsible for our day-to-day operations. Competitive pressures, including historically low unemployment, may require that we or our tenants, managers and borrowers enhance pay and benefits packages to compete effectively for such personnel or use more costly contract or overtime labor. We may not be able to offset such additional costs by increasing the rates we charge residents and tenants. If there is an increase in these costs or if we fail to attract and retain qualified and skilled personnel, our business and operating results could be adversely affected.
Many of our costs, including operating and administrative expenses, interest expense and real estate acquisition and construction costs are subject to inflation. These include expenses for property-related contracted services, utilities, repairs and maintenance and insurance and general and administrative costs including compensation costs, technology services and professional service fees. See also “—We may face increased risks and costs associated with volatility in materials and labor prices or as a result of supply chain or procurement disruptions, which may adversely affect the status of our construction projects.,” below. Property taxes are also impacted by inflationary changes because taxes in some jurisdictions are regularly reassessed based on changes in the fair value of our properties. We may not be able to offset such additional costs by passing them through, or increasing the rates we charge, to residents and tenants. If there is an increase in these costs, our business and operating results could be adversely affected.
Macroeconomic 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.
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.
Our success depends, in part, on our ability to attract and retain talented employees. The loss of any one of our key personnel or the inability to maintain appropriate staffing could adversely impact our business.
The success of our business depends, in part, on the leadership and performance of our executive management team and key employees and the ability to maintain appropriate staffing levels across our organization. Failure to attract, retain and motivate highly qualified employees, or failure to develop and implement a viable succession plan, could result in loss of institutional knowledge or important skills sets or an ineffective culture, significantly impacting our performance and adversely affecting our business.
The historically low unemployment and tight labor market may make it difficult for us to hire skilled and unskilled employees to meet our staffing needs. Competition for talented employees is intense, and we cannot assure you that we will retain our employees or that we will be able to attract and retain other highly qualified individuals in the future. The COVID-19 pandemic and its extended consequences could negatively affect the health, availability and productivity of our current personnel and have impacted our ability to recruit and attract new employees and retain current employees, particularly as remote and hybrid work arrangements and their impact on the market for talent remains uncertain. If our long-term compensation and retention plans and succession plans are not effective, if we lose any one or more of our key officers and employees or are unable to maintain appropriate staffing or operate below capacity – causing us to forego potential revenue and growth opportunities and affecting our ability to effectively manage risk – our business could be adversely affected.
Our third-party managers and tenants operate or exert substantial control over the properties that they manage for or rent from us, which limits our control and influence over operations and results.
A significant portion of our properties are either managed for us by third-party managers or leased from us by third-party tenants. Our third-party managers and tenants are ultimately in control of the day-to-day business of the properties that they manage for or lease from us. We have limited rights to direct or influence the business or operations of those properties, even though we have approval rights with respect to certain matters and the right to review operational and financial reporting information with respect to a majority of our portfolio. We depend on third parties to operate these properties in a manner that complies with applicable law and regulation, minimizes legal risk and maximizes the value of our investment. The failure by
17
these 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.
We have groupedlimited rights to direct or influence the business or operations of the properties in our senior housing operating portfolio. However, as the owner and manager of senior housing 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, fraud or willful misconduct. These risks include, and our resulting revenues are impacted by, among other things, fluctuations in occupancy levels, the inability to charge desirable resident fees (including anticipated increases in those fees), increases in the cost of food, materials, energy, labor (as a result of labor shortages, unionization, inflation or otherwise) or other services, rent control 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 risk factors into three general categories:
We generally hold the applicable healthcare license and enroll in applicable government healthcare programs on behalf of the properties managed by Atriain our senior living operations segment. This subjects us to potential liability under various healthcare laws and Sunrise accountregulations. 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 certificates of need; suspension of or non-payment for anew admissions; denial of reimbursement; fines; suspension, decertification, or exclusion from federal, state and foreign healthcare programs or community closure.
A significant portion of our revenues and operating income; adverse developments in Atria’sincome is dependent on a limited number of tenants and Sunrise’s businessmanagers, including Brookdale Senior Living, Ardent, Kindred, Atria and affairs or financial condition could have a Material Adverse Effect on us.Sunrise.
As of December 31, 2019,2021, Atria and Sunrise, collectively, managed 260256 of our consolidated seniorssenior housing communities pursuant to long-term management agreements. As of December 31, 2021, Atria managed 162 communities and Holiday Retirement managed 91 communities under their own distinct management contracts with us. Ventas has the ongoing right to terminate the management contract for 91 of the Holiday-managed communities with short term notice. As a result of Atria’s acquisition of the Holiday Management platform and our acquisition of New Senior Investment Group Inc. in 2021, taken together, the Atria/Holiday Retirement concentration represents 253 communities. As of December 31, 2021, our three largest tenants, Brookdale Senior Living, Ardent and Kindred leased from us 121 properties, 12 properties and 31 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. Although we have various rights as the property owner under our management agreements, we rely on Atria’s and Sunrise’s personnel, expertise, technical resources and information systems, proprietary information, good faith and judgment to manage our senior living operations. We also rely on Atria and Sunrise to set appropriate resident fees, to provide accurate property-level financial results for our properties in a timely manner and to otherwise operate our seniors housing communities in compliance with the terms of our management agreements and all applicable laws and regulations. For example, we depend on Atria’s and Sunrise’s ability to attract and retain skilled management personnel who are responsible for the day-to-day operations of our seniors housing communities. A shortage of nurses or other trained personnel or general inflationary pressures may force Atria or Sunrise to enhance its pay and benefits package to compete effectively for such personnel, but it may not be able to offset these added
We face potentialrely on Atria and Sunrise to manage a significant portion of the properties in our senior living operations segment, including by setting appropriate resident fees, managing expenses, providing accurate property-level financial results in a timely manner and otherwise operate our senior housing communities profitably and in compliance with the terms of our management agreements and all applicable law and regulation. Any adverse consequences from the bankruptcy, insolvencydevelopments in such managers’ business and affairs or financial deteriorationcondition could impair their ability to manage our properties efficiently and effectively and could adversely affect the financial performance of oneour properties and our business, financial condition and results of operations. If either Atria or moreSunrise experience financial, legal, accounting, regulatory or other difficulties that impact their financial stability, our business, financial condition and results of operations could be adversely affected.
18
If our tenants’, managers’ or borrowers’ financial condition or business prospects deteriorate, our business, financial condition and results of operations could be adversely affected.
We rely heavily on our tenants, managers and borrowers and their ability to perform their obligations to us, regardless of whether our relationship is structured as a triple-net lease, a management contract or as a loan.Any of our tenants, operators,managers or borrowers managers and other obligors.
Our senior housing tenants, managers and borrowers primarily depend on private pay sources consisting of the income or assets of residents or their family members to pay fees. Costs associated with independent and assisted living services generally are not reimbursable under government reimbursement programs, such as Medicare and Medicaid. Accordingly, the tenants, managers and borrowers of our senior housing operating portfolio 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 market volatility and inflation; (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 that seen throughout the COVID-19 pandemic; (v) public perception about such properties; and (vi) social and environmental factors.If our tenants, managers or borrowers fail to effectively conduct their operations, or to maintain and improve our properties on our behalf, it could adversely affect our business reputation as the owner of the properties, as well as the business reputation of our tenants, managers or borrowers and their ability to attract and retain patients and residents in our properties, which could have an adverse effect on our and our tenants’, managers’ or borrowers’ business, financial condition or results of operations.Further, if widespread default or nonpayment of outstanding obligations from a large number of tenants, managers or borrowers occurs at a time when terminating our agreements with, or replacing such tenants, managers or borrowers 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, managers or borrowers.However, such amendments may be on terms that are less favorable to us than the original agreements and may have a material adverse effect on our results of operations and financial condition.
Our senior housing tenants, managers and borrowers may 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 the U.S. Congress or U.S. executive orders, may result in reductions in our tenants’, managers’ or borrowers’ revenues, operations and cash flows and affect our tenants’, managers’ or borrowers’ ability to meet their obligations to us. 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, managers and borrowers have, and may continue to seek to, offset losses attributable to the COVID-19 pandemic by obtaining funds under the CARES Act or other similar legislative initiatives at the state and local level. We cannot determine when or if these government funds will ultimately be received by our tenants, managers and borrowers 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.
We face potential adverse consequences from the bankruptcy, insolvency or financial deterioration of our tenants, managers, borrowers and other obligors.
We lease a significant number of our properties to unaffiliated tenants, operate a significant number of our properties through third-party managers and provide financing to third-party borrowers. We have limited control over the success or failure of our tenants’, managers’ and borrowers’ 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 payments or meet its other obligations to us. See “—If a borrower defaults, we may be unable to obtain payment, successfully foreclose on collateral or realize the value of any collateral, which could adversely affect our ability to recover our investment,” below.
A downturn in any one of our tenants’, borrowers’ or operators’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
19
afford certain rights to a party that has filed for bankruptcy or reorganization that may render certain of theseour rights and remedies unenforceable or at the least, delay our ability to pursue such rights and remedies and realize any recoveries in connection therewith.recoveries. For example, we cannot evict a tenant or operator solely because of its bankruptcy filing.
A debtor-lessee may reject our lease in a bankruptcy proceeding, in which case our claim against the debtor-lessee for unpaid and future rents would be limited by the statutory cap of the U.S. Bankruptcy Code. This statutory cap could be substantially less than the remaining rent actually owed under the lease, and any claim we have for unpaid rent might not be paid in full. In addition, a debtor-lessee may assert in a bankruptcy proceeding that our lease should be re-characterized as a financing agreement, in which case our rights and remedies as a lender, compared to a landlord, generally would be more limited. If a debtor-manager seeks bankruptcy protection, the automatic stay provisions of the U.S. Bankruptcy Code would preclude us from enforcing our remedies against the manager unless relief is first obtained from the court having jurisdiction over the bankruptcy case. In any of these events, weWe also may be required to fund certain expenses and obligations (e.g.,(such as real estate taxes, debt costs and maintenance expenses) to preserve the value of our properties, avoid the imposition of liens on our properties or transition our properties to a new tenant operator or manager.
Bankruptcy or insolvency proceedings may also result in increased costs to the operator and require significant management distraction.attention and resources. If we are unable to transition affected properties theyefficiently and effectively, such properties could experience prolonged operational disruption, leading to lower occupancy rates and further depressed revenues. Publicity about the operator’sa tenant’s, borrower’s or manager’s financial condition and insolvency proceedings may also negatively impact their and our reputations, decreasingits reputation, which could result in decreased customer demand and revenues. Any or all of these risks could have a Material Adverse Effect on us.adversely affect our business, financial condition and results of operations. These risks would be magnified where we lease multiple properties to a single operator underthird party, as a master lease, as an operator failure or default under a master lease would expose us to these risks across multiple properties.
If we mustneed to replace any of our tenants or operators,managers, we mightmay be unable to reposition the propertiesdo so on as favorable terms, orif at all, and we could be subject to delays, limitations and expenses, which could have a Material Adverse Effect on usadversely affect our business, financial condition and results of operations.
If our leases are not renewed or are otherwise terminated at some properties, we may incur certainattempt to sell those properties. We may not be successful in identifying suitable buyers or entering into sale agreements with buyers on a timely basis or on favorable terms, if at all, and we may be required to fund some expenses and obligations (such as real estate taxes, debt costs and liabilities, including obligationsmaintenance expenses) to indemnifypreserve the replacement tenantvalue of, and avoid the imposition of liens on, our properties while they are being sold.
During transition periods to new tenants or operator,managers, the attention of existing tenants or managers may be diverted from the performance of the properties, which could have a Material Adverse Effect on us.
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 attempt to reposition the properties with a suitable replacement tenant. This risk could be exacerbated by laws and regulations in certain jurisdictions that limit our ability to take remedial action against defaulted tenants under certain circumstances. Market conditions in effect at the time of the expiration or default of a lease may require us to reduce our rental rates below those we currently charge to retain tenants or obtain new suitable replacement tenants. Our ability to locate and attract suitable replacement tenants also could be impaired by the specialized healthcare usesuse or contractual restrictions on use of the properties,property, and we may be forced to spend substantial amounts to adapt the properties to other uses. Any such delays, limitations and expenses
If a borrower defaults, we may be unable to obtain payment, successfully foreclose on collateral or realize the value of any collateral, which could adversely impactaffect our ability to collect rent,recover our investment.
If a borrower defaults under a mortgage or other loan for which we are the lender, we may attempt to obtain possession of leasedpayment in full or foreclose on the collateral securing the loan, including by acquiring any pledged equity interests or acquiring title to the subject properties, or otherwise exercise remedies for tenant default and could have a Material Adverse Effect on us.
20
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. See “—We face potential adverse consequences from the bankruptcy, insolvency or financial deterioration of our tenants, managers, borrowers and other obligors,” above.
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 for one or more reasons. For example, we may not exercise remedies (or be successful in exercising remedies) if the terms are not enforceable, if the terms are too costly to enforce or 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. Any of the risks described above could be exacerbated by new laws and regulations enacted during the COVID-19 pandemic or otherwise that limit our ability to enforce or terminate a lease, evict a tenant or pursue other remedies against tenants.
Even if we successfully foreclose on the collateral securing our mortgages and other loans, 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 investment and we could be required to record a valuation allowance for such losses. The collateral may include equity interests in an entity with unexpected liabilities that limits the value of those equity interests or with 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. Any equity interests included in acquired capital may be subject to securities law restrictions that limit our ability to sell those interests in a timely manner. We may be unable to reposition any real property included in acquired collateral on a timely basis, if at all, or without making significant improvements or repairs. Any delay or costs incurred in selling or repositioning acquired collateral could adversely affect our ability to mitigaterecover the full amount of our lossesinvestment.
We are vulnerable to adverse changes affecting our specific asset classes and the real estate industry generally.
We invest in a variety of assets classes in healthcare real estate, including senior housing, medical office, life science, research and innovation, hospitals, long-term acute care facilities and other healthcare properties. While we endeavor to invest in a diversified portfolio, there can be no assurance that in a particular economic or operational environment 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.
A broad downturn or slowdown in the healthcare real estate sector could have a Material Adverse Effectgreater adverse impact on our business than if we had investments in multiple industries and could negatively impact the ability of our tenants, managers and borrowers 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 if at all.
We are exposed to the risks inherent in 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. If 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. 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, 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.
To the extent that we or our tenants, managers and borrowers 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, managers and borrowers include senior housing managers, 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 these trends, our business, financial condition and results and that of our tenants, managers and borrowers could be adversely affected.
21
There have been, and there are expected to continue to be, advances and changes in technology, payment models, healthcare delivery models, regulation and consumer behavior and perception that could reduce demand for on-site activities provided at our properties. For example, the increased demand in telehealth solutions could broadly impact market demand for our properties and cause long-term structural changes in the marketplace. If our tenants and managers are unable to adapt to long-term changes in demand, their financial condition could be materially impacted and our business, financial condition and results of operations could suffer.
Our tenants, managers and borrowers face an increasingly competitive labor market, which has been compounded by general inflationary pressures on wages and the COVID-19 pandemic and could be further compounded by a shortage of care givers or other trained personnel, union activities or minimum wage laws. These pressures may require our tenants, managers and borrowers to enhance pay and benefits packages to compete effectively for trained personnel or use high-cost alternatives to meet labor needs, including contract and overtime labor. They may be unable to offset these increased costs by increasing the amounts they charge their patients, residents or clients. Rising labor expense could negatively impact the financial condition of our tenants, managers and borrowers and impair their ability to meet their obligations to us.
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. 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 and the availability of home healthcare options. 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 payments or meet their other obligations 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 may not remain competitive or financially viable.
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 a solid quality and mix of healthcare services provided, successful competition for patients, physicians and physician groups, positive demographic trends in the surrounding community, superior 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. That could adversely impact the hospital’s ability to attract physicians and other healthcare-related clients, and, in some cases, the hospital might even close or relocate. We rely on proximity to and affiliations with hospitals to create leasing demand in our MOB and similar properties. If a hospital moves, closes, doesn’t remain competitive or financially viable or can’t attract physicians and physician groups, our properties and our business, financial condition and results of operations could be adversely affected.
Our life science, research and innovation tenants face unique levels of expense and uncertainty.
Our life science, research and innovation tenants develop and sell products and services in an industry that is characterized by rapid and significant changes, evolving industry standards, significant research and development risk and uncertainty over the implementation of new healthcare reform legislation. These tenants, particularly those involved in developing and marketing pharmaceutical or other life science 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 other obligations, including rent payments to us. Our tenants’ ability to raise capital depends on the timely success of their research and development activities, 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 these tenants because of general economic conditions, adverse market conditions or otherwise, a tenant may not be able to pay rent or meet its other obligations to us and its business may fail. The financing market for life science and R&I companies has been and may continue to be volatile, which may contribute to these risks.
22
The research and development, clinical testing, manufacture and marketing of some of our tenants’ products require federal, state and foreign regulatory approvals. The approval process is typically long, expensive and uncertain. Even if our tenants have sufficient funds to seek approvals, one or all of their products may fail to obtain the required regulatory approvals on a timely basis or at all. 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 and adversely affect the tenant’s entire business. Our tenants may be unable to manufacture their products successfully or economically, may be unable to adapt to rapid technological advances in their industry, may be unable to adequately protect their intellectual property, may face competition from new products or may not receive acceptance of their products. If our life science, research and innovation tenants’ business deteriorates for these or any other reasons, they may be unable to make payments or meet their other obligations to us.
We cannot assure you that any of our life science, research and innovation 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 payments or satisfying its other obligations to us, which in turn could adversely affect our business, financial condition and results of operations.
Increased construction and development in the markets in which our properties are located could adversely affect our future occupancy rates, operating margins and profitability.
If existing supply and development collectively outpaces demand 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. Depending on the jurisdiction, there are limited barriers to developing properties in our asset classes, particularly senior housing. As a result, supply and demand dynamics can change quickly. We may be unable to rebalance our portfolio in a timely manner in order to respond to changes in those dynamics.
Merger, acquisition and acquisitioninvestment activity or consolidation in the seniors housing and healthcareour industries resulting in a change of control of, or a competitor’s investment in, one or more of our tenants, operatorsmanagers or managersborrowers could have a Material Adverse Effect on us.adversely affect our business, financial condition and results of operations.
The seniorssenior housing and healthcare industries have recently experienced increasedand may continue to experience consolidation, including among owners of real estate, tenants, managers, borrowers and care providers. We compete with other healthcare REITs, healthcare providers, healthcare lenders,When a change of control of a tenant, manager or borrower occurs, that tenant’s, manager’s or borrower’s strategy, financial condition, management team or real estate partnerships, banks, insurance companies, private equity firmsneeds may change, any of which could adversely affect our relationship with that party and other investors that pursueour revenues and results of operations. If any of our tenants or managers merge with one another, our dependence on a varietysmall group of investments, which may includesignificant third parties would increase, as would our exposure to the risks described above under “—Our investments in and acquisitions of properties may be unsuccessful or fail to meet our tenants, operators or managers.expectations.” A competitor’s investment in one of our tenants, operatorsmanagers or managersborrowers could enable our competitor to directly or indirectly influence that tenant’s, operator’smanager’s or manager’sborrower’s business and strategy in a manner that impairs our relationship with the tenant, operatormanager or managerborrower 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, or otherwise exercise rights and remedies, including termination rights, on account of,prevent a competitor’s investment in, a change of control of, or other transactions impacting a tenant, operatormanager or manager. In deciding whether to exercise our rights and remedies, including termination rights, we assess numerous factors, including legal, contractual, regulatory, business and other relevant considerations. In addition, in connection with any change of control of a tenant, operator or manager, the tenant’s, operator’s or manager’s management team may change, which could lead to a change in the tenant’s, operator’s or manager’s strategy or adversely affect the business of the tenant, operator or manager, either of which could have a Material Adverse Effect on us.
borrower.
Our ongoing strategy depends, in part, upon future investments in and acquisitions of, or our development or redevelopment of, seniors housing and healthcare assets, and we may not be successful in identifying and consummating these transactions.future acquisitions and 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 opportunitiesactivities in domestic and international seniors housing and healthcare properties.real estate. Our execution ofability to execute 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 the significant competition we face for acquisition, investment, development and redevelopment opportunities, our 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 sellcounterparties, including buyers and other contractual counterparties. Our competitorssellers of assets. We compete for these opportunities includewith 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 advantages compared to us, including greater financial resources and lower costs of capital than we do.capital. See “Business—Competition” included in Part I, Item 1 of this Annual Report on Form 10-K.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.
23
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. Any new strategies, markets or businesses that we enter into may not be successful or meet our expectations, or we may be unable to effectively monitor or manage our portfolio of properties as it expands. Failure to meet any of these objectives could adversely affect our business, financial condition and results of operations.
Our investments in and acquisitions of seniors housingproperties 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. Investing in and acquiring healthcare properties entailreal estate entails risks associated with real estate investments generally, including risksthe risk that the investment will not achieve expected returns, that the cost estimates for necessary property improvements will prove inaccurate or that thea tenant, operatormanager or managerborrower will fail to meet performance expectations. Investmentsexpectations or their obligations to us. We make acquisitions and investments outside the United States, raisewhich raises 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
Our real estate development and redevelopment projects present additional risks, including the risk of 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, healthcareHealthcare real estate properties are often highly customized, and the development or redevelopment of such properties may require costly tenant-specific or market-driven improvements. As a result, we cannot assure you
Other risks that we will achieve the economic benefit we expect from acquisition, investment, development and redevelopment opportunities.
•We may be unable to successfully integrate the operations, personnel or systems of acquired companies, maintain consistent standards, controls, policies and procedures, retain key personnel or companies we acquire or realize the anticipated benefits of acquisitions and other investments within the anticipated time frame orif at all;
•Our leverage could increase or our per share financial results could decline if we incur additional debt or issue equity securities to finance acquisitions and investments;
•Acquisitions and other new investments could divert management’s attention from our existing assets;
•The value of acquiredthe assets we acquire or invest in may decline or we may not realize the expected return on the developments or redevelopments we undertake; and
•If our acquisitions, investments, developments and redevelopments are not successful, the market price of our common stock may decline;decline.
See also “—Our ongoing strategy depends, in part, upon identifying and consummating future acquisitions and investments and effectively managing our expansion opportunities,” below.
We cannot assure you that we will be able to integrate acquisitions and investments without encountering difficulties or that any such difficulties will not have a Material Adverse Effect on us.
Our operating assets exposeinvestments in co-investment vehicles, joint ventures and minority interests may subject us to various operational risks and liabilities that we would not otherwise face.
24
We have and claimsmay continue to develop and acquire properties in co-investment vehicles or joint ventures with other persons or entities when circumstances warrant the use of these structures. In 2020 we formed Ventas Investment Management(“VIM”) to consolidate our private capital management capabilities for certain assets. As of December 31, 2021, VIM had over $4.5 billion in assets under management, including the Ventas Life Science and Healthcare Real Estate Fund, L.P. (the “Ventas Fund”), our joint venture with GIC and certain other institutional private capital vehicles. This includes gross asset value, unfunded equity commitments, and total project costs for development projects under way. We also own minority investments in properties and unconsolidated operating entities. These minority investments usually entitle us to typical rights and protections but inherently involve a lesser degree of control over business operations than if we owned a majority interest. In the future, we may enter into additional co-investments, partnerships and joint ventures, either through VIM or otherwise.
There can be no assurance that our co-investments, joint ventures or minority investments will be successful or meet our expectations. These investments and ventures involve significant risk, 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;
•For ventures in which we have a noncontrolling interest, our partners may take actions that we oppose;
•If our partners become bankrupt, insolvent or otherwise fail to fund their share of required capital contributions or fulfill other partner obligations, we may choose to or be required to contribute that capital;
•Some of our joint ventures are subject to debt and, depending on credit market conditions, the refinancing or payoff of such debt may require equity capital calls, which we or our partner may not be capable of funding or may otherwise be required at inopportune times;
•We may be subject to restrictions on our ability to transfer our interest in the investment or venture, which may require us to retain our interest at a time when we would otherwise prefer to sell it;
•Our partners may have business interests or goals that conflict with our business interests and goals, including the timing, terms and strategies for any investments, and what levels of financing to incur or carry;
•Our joint venture partners may be structured differently than us for tax purposes and this could create conflicts of interest, including with respect to our compliance with the REIT requirements, and our REIT status could be jeopardized if any of our joint ventures do not operate in compliance with REIT requirements;
•Our joint ventures or our joint venture partners may be unable to repay any amounts that we may loan to them;
•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;
•We could become engaged in a dispute with any of our joint venture partners that could lead to the sale of either parties’ ownership interest or the property;
•Disagreements with our partners could result in litigation or arbitration; 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. Our ability to acquire our partner’s interest will be limited if we do not have sufficient cash, available borrowing capacity or other capital resources.This may require us to sell our interest in the investment or venture when we would otherwise prefer to retain it.
In certain circumstances, Ventas serves as managing member, general partner or controlling party with respect to its co-investments and joint ventures, including the Ventas Fund and our joint venture with GIC.In such instances, we may face additional risks including the following:
•Ventas may have increased duties to the other investors or partners in the co-investment or joint venture;
•In the event of certain events or conflicts, our partners may have recourse against Ventas, including the right to monetary penalties, the ability to force a sale or exit the venture;
•Our partners may have the right to remove us as the general partner or managing member in certain cases involving cause; and
•Our subsidiaries that would be the general partner or managing member of the joint ventures could be generally liable, under applicable law or the governing agreement of a venture, for the debts and obligations of the venture, subject to certain exculpation and indemnification rights pursuant to the terms of the governing agreement.
Damage to our reputation could adversely affect our ability to generate revenuesbusiness, financial condition or increase our costs and could have a Material Adverse Effect on us.result of operations.
Our senior living operating assetspositive reputation for quality and office assets expose usservice with our stakeholders, including our tenants, managers, development partners, lenders and stockholders, could be damaged if we experience a sustained period of distress, where our properties
25
underperform, our tenants or managers default or in other instances that result in misalignment with those parties. Damage to various operational risks, liabilitiesour reputation could result in a decrease in the market price of our common stock or make it more difficult to continue to grow and claims thatexpand our relationships with our tenants, managers, development partners and lenders, which could increase our costs or adversely affect our abilitybusiness, financial condition and results of operations.
Development, redevelopment and construction risks could affect our profitability.
We invest in various development and redevelopment projects. In deciding whether to generate revenues, thereby reducing our profitability. These operationalmake an investment in a project, we make certain underwriting assumptions regarding expected future performance. Our assumptions are subject to risks include fluctuations in occupancygenerally associated with development and redevelopment projects, including, among others, that:
•Tenants may not lease the amount of space projected or at the projected rental rate levels or lease on the inabilityprojected schedule, including due to achieve economic resident fees (including anticipated increases in those fees), increasesincreased competition in the costmarket and other market and economic conditions;
•Our underwriting assumptions and other financial and operating metrics that we develop, such as the estimated costs necessary to develop or redevelop the property, may be inaccurate, in which case we may not be able to realize the expected benefits of food,the project;
•We may not complete the project on schedule or within budgeted amounts;
•We may not be able to recognize rental revenue even though cash rent is being paid and the lease has commenced;
•We may encounter delays in obtaining or we may fail to obtain necessary zoning, land use, building, occupancy, environmental and other governmental permits and authorizations;
•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;
•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;
•Volatility in the price of construction materials energy,or labor (asmay increase our project costs;
•Any partners in the project may maintain significant decision-making authority with respect to the project, which lessens our control and could lead to increased costs, project delays or disputes;
•Our builders or development managers may fail to meet their obligations to us or satisfy the expectations of our tenants and partners; and
•We may incorrectly forecast risks associated with development in new geographic regions or addressing markets that are new to us, including new markets where we may not have sufficient depth of market knowledge.
We may face increased risks and costs associated with volatility in materials and labor prices or as a result of unionizationsupply chain or otherwise) or other services, rent control regulations, nationalprocurement disruptions, which may adversely affect the status of our construction projects.
The price of commodities and regional economic conditions, the imposition of new or increased taxes, capital expenditure requirements, professional and general liability claims, and the availability and cost of professional and general liability insurance. Any one or a combination of theseskilled labor for our construction projects may increase due to external factors, could result in operating deficiencies in our senior living operations or office operations reportable business segments, which could have a Material Adverse Effect on us.
The COVID-19 pandemic and its extended consequences have contributed to global supply chain disruptions including the supply of some construction materials. These disruptions could cause construction delays or significantly affect the cost of our development or redevelopment projects through higher costs for construction materials, labor and services from third-party contractors and suppliers. Significant construction delays and increases in costs because of the markets insupply chain disruptions could interfere with our ability to meet commitments to our counterparties and could have a material impact on our business.
If any of the risks described above occur, our development and redevelopment projects may not yield anticipated returns, which our seniors housing communities and MOBs are located could adversely affect our future occupancy rates, operating marginsbusiness, financial condition and profitability.results of operations.
26
We own certain properties that are 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 MOBsmedical office, life science and research and innovation 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, weWe could lose our interests in the subject properties if the ground lease, air rights or other restrictive agreements are breached by us, are terminated or terminated.
Damage from catastrophic or extreme weather and other natural events and the physical effects of climate change could result in losses to the Company.
Market conditions and the actual and perceived state of the United Kingdom to exit the European Unioncapital markets generally could adversely affectnegatively impact our business, financial condition and results of operations.
27
variable-rate facilities and competitionin the long term, increase our financing costs as we refinance our existing variable-rate and fixed-rate long-term borrowings, or decreased demand for our properties, regional climate events and changesincur additional interest expense related to the issuance of incremental debt.
To the extent there is turmoil in state-specific legislation, which couldthe global financial markets, this turmoil has the potential to adversely affect (i) the value of our business and resultsproperties; (ii) the availability or the terms 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 the London Interbank Offered Rate (“LIBOR”), the Secured Overnight Financing Rate (“SOFR”), 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. If interest rates continue to 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.
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 operationsoperations.
We have a significant amount of outstanding indebtedness and financial condition.
As of December 31, 2021, we had approximately $12.1 billion of outstanding principal indebtedness. The instruments governing our existing indebtedness permit us to whichincur substantial additional debt, including secured debt, and we may satisfy our capital and liquidity needs through additional borrowings. Our indebtedness requires us to dedicate a significant portion of our cash flow from operations to the LIBOR rates are determinedpayment of debt service, thereby reducing the funds available to implement our business strategy and potential phasing outmake distributions to stockholders. A high level of LIBOR after 2021 may affectindebtedness on an absolute basis or as a ratio to our financial results.cash flow could also have the following consequences:
•Potential impairment of our ability to obtain additional financing to execute on our business strategy; and
•Potential downgrade in the rating of our debt securities by one or more rating agencies, which could have the effect of, among other unanticipated consequences. The United Kingdom’s Financial Conduct Authority, which regulates LIBOR, has announced that it intendsthings, limiting our access to stop encouraging or requiring banks to submit rates for the calculation of LIBOR rates after 2021,capital and it is unclear if LIBOR will cease to exist or if new methods of calculating LIBOR will evolve. While there is no consensus on what rate or rates may become accepted alternatives to LIBOR, the Alternative Reference Rates Committee, a steering committee comprised of U.S. financial market participants, selected the Secured Overnight Finance Rate (“SOFR”) as an alternative to LIBOR. SOFR is a broad measure of theincreasing our cost of borrowing cash inborrowing.
28
We mortgage, and expect to continue to mortgage, certain of our properties to secure payment of indebtedness. If we are unable to meet our mortgage payments, then 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 SOFRencumbered properties could be foreclosed upon 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 disruptiontransferred to the broader financial markets,mortgagee with a resulting loss of income and could have an adverse effectasset value.
We are highly dependent on LIBOR-based interest rates on our current or future debt obligations.
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.strategy.
We cannot assure you that we will be able to raise the capital necessary to meet our debt service obligations, make distributions to our stockholders or make future investments necessary to implement our business strategy if our cash flow from operations is insufficient to satisfy these needs, and the failure to do so could have a Material Adverse Effect on us. Although we believe that we have sufficient access to capital and other sources of funding to meet our expected liquidity needs, weneeds. 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 or that interest rates will not rise, any of which could adversely affect the availability and terms of future borrowings, renewals or refinancings and our results of operationoperations 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 with regard toregarding 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 and its extended consequences have caused, and could continue to cause, severe economic, market and other disruptions worldwide, including widespread inflation that could lead to a rise in interest rates. It is possible that conditions in the bank lending, capital and other financial markets could again deteriorate as a result of the pandemic, and that could in turn mean that our access to capital and other sources of funding could become constrained. Any of these conditions could adversely affect the availability and terms of our future borrowings, renewals or refinancings. The continuance of the effects of the COVID-19 pandemic and its extended consequences on our business could lead to downgrades of our long-term credit rating. See “Risks Related to the COVID-19 Pandemic—The COVID-19 pandemic and its extended consequences have had and may continue to have a material adverse effect on our business, financial condition and results of operations,” above. Any 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.
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 currencies, to protect against foreign currency fluctuations, we cannot assure you that such hedging will be successful and that fluctuations will not adversely affect our business, financial condition and results of operations.
The phasing out of LIBOR may affect our financial results.
LIBOR and certain other interest “benchmarks” are subject to regulatory guidance and reform that have caused and may in the future cause interest rates under our current or future debt agreements to perform differently than in the past or cause other unanticipated consequences. Following announcements by the United Kingdom’s Financial Conduct Authority, which regulates LIBOR, and ICE Benchmark Administration Limited, which administers LIBOR publication, publication of most LIBOR settings ceased after December 31, 2021. While publication of the remaining U.S. dollar LIBOR settings is expected to
29
cease after June 30, 2023, U.S., European Union and U.K. regulators have discouraged use of LIBOR for any new contracts entered into after year-end 2021. We have already transitioned certain foreign LIBOR rates used in our Line of Credit that were discontinued at year-end 2021. While there are other rates that have gained market acceptance as alternatives to LIBOR, the Alternative Reference Rates Committee, a steering committee comprised of U.S. financial market participants, selected SOFR as the recommended alternative to U.S. dollar LIBOR. SOFR is a broad measure of the cost of borrowing cash overnight collateralized by U.S. Treasury securities, and the Federal Reserve Bank of New York started to publish the SOFR in April 2018. 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. Specifically, significant portions of the market for new LIBOR-based transactions could experience materially reduced liquidity or pricing transparency. There can be no assurance that any agreement we reach to replace LIBOR in any contract will result in effective interest rates at least as favorable to us as our current effective interest rates. The failure to reach an agreement on a replacement benchmark, or the failure to reach an agreement that results in an effective interest rate at least as favorable to us as our current effective interest rates, could result in an increase in our debt service obligations, which could adversely affect our financial condition and results of operations.
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, covenantsCovenants 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.
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 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 the 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, fraud 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 held responsible, which could subject us to civil, criminal and administrative penalties, including the loss or suspension of accreditation, licenses or certificates of need; suspension of or nonpayment for new admissions; denial of reimbursement; fines; suspension, decertification, or exclusion from federal, state or foreign healthcare programs; or facility closure.
In some 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 Material Adverse Effectportion 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
30
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 and adversely affect our or our tenants’ or managers’ liquidity, financial condition and results of operations, and may not be protected by sufficient insurance coverage. Even with a favorable resolution of litigation or a proceeding, the effect of litigation and other potential litigation and proceedings may materially increase operating costs we or our tenants or managers incur. 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 has caused and may in the future 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, managers and borrowers may be adversely affected by regulation and enforcement.
We and our tenants, managers and borrowers 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 certificates of need, conduct of operations, ownership of communities and facilities, construction of new communities and 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, and that subjects us to potential liability under some healthcare laws and regulations. See “Government Regulation—United States Healthcare Regulation, Licensing and Enforcement” included in Part I, Item 1 of this Annual Report. Many of our life science, research and innovation tenants 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, managers and borrowers 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, managers or borrowers to invest significant resources responding to these changes. If we or our tenants, managers or borrowers 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. If any of these occur, our and our tenants’, managers’ and borrowers’ businesses, results of operations (including results of properties) or 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:
•Liabilities relating to the clean-up or remediation of environmental conditions;
•Unasserted claims of vendors or other persons dealing with the sellers;
•Liabilities, claims and litigation, including indemnification obligations, whether incurred in the ordinary course of business, relating to periods prior to or following our acquisition;
31
•Claims for indemnification by general partners, directors, officers and others indemnified by the sellers; and
•Liabilities for taxes relating to periods prior to our acquisition.
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, our business and results of operations could be materially adversely affected.
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, our managers and our business partners have implemented measures to help mitigate these threats, these 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 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, these measures and the systems supporting them 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 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 we possess. We could be required to make a significant investment to remedy the effects of any 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 has increased and may further increase, and, due to changes in coverage terms resulting from the COVID-19 pandemic, insurance may not cover some 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 this 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 when a catastrophic event occurs. 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 some 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 this insurance coverage remain costly. 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 that insurance coverage, to the extent it is available, remain
32
costly. As a result, insurance protection against these 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.
Failure to maintain effective internal controls could harm our business, results of operations and financial condition.
Under 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 that 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 material 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 REITresult 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.
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 the 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 some circumstances, environmental liability may result from the activities of a current or former tenant or manager of the property. Although we generally have indemnification rights against the current tenants or managers of our properties for contamination they cause, that indemnification may not adequately cover all environmental costs. See “Government Regulation—Environmental Regulation” included in Part I, Item 1 of this Annual Report.
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
33
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 musta requirement to 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.
In the event that timing differences occur or we decide to retain cash or to distribute such greater amount as may be necessary to avoid income and excise taxation, we may seek to borrow funds, issue additional equity securities, pay taxable stock dividends, distribute other property or securities or engage in a transaction intended to enable us to meet the REIT distribution requirements. Any of these actions may require us to raise additional capital to meet our obligations; however, see “Risks Arising from Our“Our Capital Structure—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,” above. .” 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, weWe also have the right to purchase the excess shares for a price equal to the lesser of (i) the price per share in the transaction that created the excess shares or (ii) the market price on the day we purchase the shares, but ifshares. 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 TRSstaxable REIT subsidiaries 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.taxable REIT subsidiaries (“TRSs”). This limitation may affect our ability to increase the size of our TRSs’ operations and assets, and there can be no assurance that we will be able to comply with the applicable limitation, or that such compliance will not adversely affect our business. Also, our TRSs may not, among other things, operate or manage certain health carehealthcare 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.
34
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 in turn 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.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, unless a sale or disposition qualifies under certain statutory safe harbors, such characterization is a factual determination and no guarantee can be given that the IRS would agree with our characterization of our properties or that we will always be able to make use of the available safe harbors.
Legislative or other actions affecting REITs could have a negative effect on our stockholders or us.
The rules dealing with federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Treasury Department. Changes to the tax laws, with or without retroactive application, could adversely affect our investors or us. We cannot predict how changes in the tax laws might affect our investors or us. New legislation, U.S. Treasury Department regulations, administrative interpretations or court decisions could significantly and negatively affect our ability to qualify as a REIT, the federal income tax consequences of such qualification, or the federal income tax consequences of an investment in us. Also, the law relating to the tax treatment of other entities, or an investment in other entities, could change, making an investment in such other entities more attractive relative to an investment in a REIT.
Ventas completed its merger with New Senior and received an opinion from REIT counsel to the effect that, at all times starting with its taxable year ended December 31, 2014 and through the closing date, New Senior was organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code. The opinion is not binding on ordinary income; the highest individualIRS or any court, and it is possible that the IRS could take a contrary position or that this tax position might not be sustained. If New Senior failed to qualify as a REIT for U.S. federal income tax rate has been reduced from 39.6%purposes, Ventas would succeed to 37%any tax liabilities. These liabilities could be significant, and Ventas could possibly fail to qualify as a REIT. If New Senior failed to qualify as a REIT for U.S. federal income tax purposes, for the five-year period after the merger, upon a taxable years beginning after December 31, 2017 and before January 1, 2026;
ITEM 1B. Unresolved Staff Comments
None.
ITEM 2. Properties
As of December 31, 2019,2021, we owned or had investments in approximately 1,200 properties (including properties owned through investments in unconsolidated entities and properties classified as held for sale), consisting of seniorssenior housing communities, medical office buildings (“MOBs”), life science, research and innovation centers, inpatient rehabilitation facilities (“IRFs”)hospitals and long-term acute care facilities (“LTACs”), and health systems.other healthcare facilities. We had 2214 properties under development, including four properties thatof 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, 2019,2021, we had $2.0$2.4 billion aggregate principal amount of mortgage loan indebtedness outstanding, secured by 84102 of our properties. Excluding those portions attributedthe portion of such indebtedness attributable to our joint venture partners, our share of mortgage loan indebtedness outstanding was $1.8$2.2 billion.
The following table provides additional information regarding the geographic diversification of our consolidated portfolio of properties as of December 31, 20192021 (excluding properties owned through investments in unconsolidated real estate entities and properties classified as held for sale).
:
36
Seniors Housing Communities | SNFs | MOBs | Research and Innovation Centers | IRFs and LTACs | Health Systems | Senior Housing Communities | SNFs | MOBs | Life Science, 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 | 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 | — | — | — | — | — | — | Alabama | 4 | 234 | — | — | 4 | 469 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Arkansas | Arkansas | 5 | 413 | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Arizona | 27 | 2,316 | — | — | 15 | 962 | — | — | 1 | 60 | — | — | Arizona | 27 | 2,370 | — | — | 15 | 962 | 1 | 227 | 1 | 60 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Arkansas | 4 | 302 | — | — | 1 | 5 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| California | 81 | 9,048 | — | — | 29 | 2,371 | — | — | 6 | 503 | — | — | California | 85 | 9,710 | — | — | 29 | 2,330 | 3 | 784 | 5 | 455 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Colorado | 15 | 1,257 | 1 | 82 | 13 | 896 | — | — | 1 | 68 | — | — | Colorado | 20 | 1,816 | 1 | 82 | 11 | 605 | — | — | 1 | 68 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Connecticut | 13 | 1,587 | — | — | — | — | 2 | 1,033 | — | — | — | — | Connecticut | 14 | 1,751 | — | — | — | — | 2 | 1,032 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| District of Columbia | — | — | — | — | 2 | 102 | — | — | — | — | — | — | District of Columbia | — | — | — | — | 2 | 102 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Florida | 44 | 4,181 | — | — | 11 | 223 | 1 | 252 | 6 | 508 | — | — | Florida | 46 | 4,251 | — | — | 11 | 223 | 1 | 252 | 6 | 508 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Georgia | 18 | 1,635 | — | — | 14 | 1,201 | — | — | — | — | — | — | Georgia | 20 | 1,812 | — | — | 12 | 1,090 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Hawaii | Hawaii | 1 | 123 | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Iowa | Iowa | 2 | 215 | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Idaho | 1 | 70 | — | — | — | — | — | — | — | — | — | — | Idaho | 1 | 70 | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Illinois | 25 | 2,955 | 1 | 82 | 36 | 1,447 | 1 | 129 | 4 | 430 | — | — | Illinois | 26 | 3,066 | 1 | 82 | 35 | 1,424 | 1 | 129 | 4 | 430 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Indiana | 5 | 402 | — | — | 23 | 1,602 | — | — | 1 | 59 | — | — | Indiana | 5 | 462 | — | — | 22 | 1,597 | — | — | 1 | 59 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Kansas | 8 | 515 | — | — | 1 | 33 | — | — | — | — | — | — | Kansas | 11 | 871 | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Kentucky | 9 | 805 | — | — | 4 | 173 | — | — | 1 | 384 | — | — | Kentucky | 6 | 624 | — | — | 2 | 73 | — | — | 1 | 384 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Louisiana | 1 | 58 | — | — | 5 | 362 | — | — | — | — | — | — | Louisiana | 3 | 281 | — | — | 5 | 362 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Massachusetts | Massachusetts | 17 | 2,093 | — | — | — | — | 1 | 78 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Maryland | Maryland | 4 | 282 | — | — | 2 | 83 | 7 | 910 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Maine | 6 | 452 | — | — | — | — | — | — | — | — | — | — | Maine | 6 | 452 | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Maryland | 5 | 352 | — | — | 2 | 83 | 5 | 467 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Massachusetts | 15 | 1,789 | — | — | — | — | 1 | 78 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Michigan | 21 | 1,345 | — | — | 13 | 589 | — | — | — | — | — | — | Michigan | 23 | 1,585 | — | — | 13 | 589 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Minnesota | 14 | 856 | — | — | 4 | 241 | — | — | — | — | — | — | Minnesota | 14 | 856 | — | — | 3 | 159 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Missouri | Missouri | 5 | 474 | — | — | 20 | 1,119 | 5 | 818 | 1 | 60 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Mississippi | — | — | — | — | 1 | 51 | — | — | — | — | — | — | Mississippi | 1 | 94 | — | — | 1 | 51 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Missouri | 2 | 154 | — | — | 21 | 1,167 | 5 | 818 | 1 | 60 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Montana | 3 | 222 | — | — | — | — | — | — | — | — | — | — | Montana | 5 | 464 | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| North Carolina | North Carolina | 30 | 2,655 | — | — | 17 | 831 | 10 | 1,712 | 1 | 124 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| North Dakota | North Dakota | 2 | 115 | — | — | 1 | 114 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Nebraska | 1 | 133 | — | — | — | — | — | — | — | — | — | — | Nebraska | 2 | 253 | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Nevada | 3 | 326 | — | — | 5 | 416 | — | — | 1 | 52 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| New Hampshire | 1 | 126 | — | — | — | — | — | — | — | — | — | — | New Hampshire | 2 | 242 | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| New Jersey | 12 | 1,137 | 1 | 153 | 3 | 37 | — | — | — | — | — | — | New Jersey | 14 | 1,301 | 1 | 153 | 3 | 37 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| New Mexico | 4 | 451 | — | — | — | — | — | — | 2 | 123 | 4 | 544 | New Mexico | 4 | 451 | — | — | — | — | — | — | 2 | 123 | 4 | 544 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Nevada | Nevada | 5 | 621 | — | — | 5 | 416 | — | — | 1 | 52 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| New York | 40 | 4,639 | — | — | 4 | 244 | — | — | — | — | — | — | New York | 40 | 4,689 | — | — | 4 | 244 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| North Carolina | 22 | 1,314 | — | — | 17 | 831 | 8 | 1,538 | 1 | 124 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| North Dakota | 2 | 115 | — | — | 1 | 114 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Ohio | 19 | 1,194 | — | — | 28 | 1,225 | — | — | 1 | 50 | — | — | Ohio | 26 | 1,901 | — | — | 14 | 504 | — | — | 1 | 50 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Oklahoma | 7 | 439 | — | — | 1 | 80 | — | — | — | — | 4 | 954 | Oklahoma | 8 | 559 | — | — | 1 | 80 | — | — | — | — | 4 | 954 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Oregon | 29 | 2,583 | — | — | 1 | 105 | — | — | — | — | — | — | Oregon | 30 | 2,879 | — | — | 1 | 105 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Pennsylvania | 30 | 2,201 | 4 | 620 | 9 | 713 | 5 | 953 | 1 | 52 | — | — | Pennsylvania | 36 | 3,249 | 4 | 620 | 8 | 613 | 6 | 953 | 1 | 52 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Rhode Island | 4 | 399 | — | — | — | — | 3 | 580 | — | — | — | — | Rhode Island | 4 | 399 | — | — | — | — | 3 | 580 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| South Carolina | 6 | 433 | — | — | 20 | 1,092 | — | — | — | — | — | — | South Carolina | 7 | 614 | — | — | 20 | 1,093 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| South Dakota | 4 | 182 | — | — | — | — | — | — | — | — | — | — | South Dakota | 5 | 328 | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Tennessee | 18 | 1,400 | — | — | 7 | 278 | — | — | 1 | 49 | — | — | Tennessee | 19 | 1,475 | — | — | 6 | 252 | — | — | 1 | 49 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Texas | 45 | 3,578 | — | — | 16 | 837 | — | — | 9 | 584 | 1 | 445 | Texas | 54 | 4,676 | — | — | 16 | 886 | — | — | 9 | 617 | 2 | 445 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Utah | 3 | 321 | — | — | — | — | — | — | — | — | — | — | Utah | 6 | 662 | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Virginia | 8 | 655 | — | — | 5 | 231 | 3 | 453 | — | — | — | — | Virginia | 11 | 1,009 | — | — | 5 | 231 | 3 | 453 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Washington | 23 | 2,230 | 5 | 469 | 10 | 579 | — | — | — | — | — | — | Washington | 21 | 2,184 | 5 | 469 | 10 | 579 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Wisconsin | Wisconsin | 47 | 2,451 | — | — | 15 | 745 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| West Virginia | 2 | 124 | 4 | 326 | — | — | — | — | — | — | — | — | West Virginia | 2 | 123 | 4 | 326 | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Wisconsin | 45 | 2,218 | — | — | 21 | 1,105 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Wyoming | 2 | 169 | — | — | — | — | — | — | — | — | — | — | Wyoming | 2 | 169 | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total U.S. | 652 | 56,992 | 16 | 1,732 | 347 | 19,864 | 34 | 6,301 | 37 | 3,106 | 9 | 1,943 | Total U.S. | 728 | 67,374 | 16 | 1,732 | 313 | 17,965 | 43 | 7,930 | 36 | 3,091 | 10 | 1,943 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Canada | 70 | 12,865 | — | — | — | — | — | — | — | — | — | — | Canada | 81 | 15,195 | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| United Kingdom | 12 | 776 | — | — | — | — | — | — | — | — | 3 | 121 | United Kingdom | 12 | 776 | — | — | — | — | — | — | — | — | 3 | 121 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total | 734 | 70,633 | 16 | 1,732 | 347 | 19,864 | 34 | 6,301 | 37 | 3,106 | 12 | 2,064 | Total | 821 | 83,345 | 16 | 1,732 | 313 | 17,965 | 43 | 7,930 | 36 | 3,091 | 13 | 2,064 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(1)Square Feet are in thousands. Totals may not foot due to rounding. 37 |
Corporate Offices
Our headquarters are located in Chicago, Illinois and we have an additional corporate officeoffices in Louisville, Kentucky.Kentucky and New York, New York. We lease all of our corporate offices.
ITEM 3. Legal Proceedings
The information contained in “NOTE 14—COMMITMENTS AND CONTINGENCIES”“Note 14 – Commitments and Contingencies” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K is incorporated by reference into this Item 3. Except as set forth therein, we are not a party to, nor is any of our property the subject of, any material pending legal proceedings.
ITEM 4. Mine Safety Disclosures
Not applicable.
38
PART II
ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our common stock, par value $0.25 per share, is listed and traded on the New York Stock Exchange (the “NYSE”) under the symbol “VTR.” As of February 17, 2020, we had 372.915, 2022, there were 399.5 million shares of our common stock outstanding, held by approximately 3,9263,618 stockholders of record.
Dividends and Distributions
We pay regular quarterly dividends to holders of our common stock to comply with the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), governing REITs. In order to maintain our qualification as a REIT, we are required under the Code, among other things, to distribute annually at least 90% of our REIT taxable income, determined without regard to any net capital gain. In addition, we will be subject to income tax at the regular corporate rate to the extent we distribute less than 100% of our REIT taxable income, including any net capital gains. We expect to distribute at least 100% of our taxable net income, after the use of any net operating loss carryforwards, to our stockholders for 2020.2022.
In general, our Board of Directors makes decisions regarding the nature, frequency and amount of our dividends on a quarterly basis. Because the Board considers many factors when making these decisions, including our present and future liquidity needs, our current and projected financial condition and results of operations and the performance and credit quality of our tenants, operators, borrowers and managers, we cannot assure you that we will maintain the practice of paying regular quarterly dividends to continue to qualify as a REIT. Please see “Cautionary Statements” and the risk factors included in Part I, Item 1A of this Annual Report on Form 10-K for a description of other factors that may affect our distribution policy.
Director and Employee Stock Sales
Certain of our directors, executive officers and other employees have adopted and,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, 2019:2021:
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 | 628 | $ | 55.05 | — | — | ||||||||||||||||||
| November 1 through November 30 | 56 | 46.92 | — | — | |||||||||||||||||||
| December 1 through December 31 | — | — | — | — | |||||||||||||||||||
| Total | 684 | $ | 54.38 | — | — | ||||||||||||||||||
(1)Repurchases represent shares withheld to pay taxes on the vesting of restricted stock granted to employees under our 2006 Incentive Plan or 2012 Incentive Plan or restricted stock units granted to employees under the Nationwide Health Properties, Inc. (“NHP”) 2005 Performance Incentive Plan and assumed by us in connection with our acquisition of NHP. The value of the shares withheld is the closing price of our common stock on the date the vesting or exercise occurred (or, if not a trading day, the immediately preceding trading day) or the fair market value of our common stock at the time of the exercise, as the case may be.
39
Number of Shares Repurchased (1) | Average Price Per Share | |||||
| October 1 through October 31 | 13,085 | $ | 71.14 | |||
| November 1 through November 30 | 181 | $ | 59.20 | |||
| December 1 through December 31 | 21,091 | $ | 57.08 | |||
Stock Performance Graph
The following performance graph compares the cumulative total return (including dividends) to the holders of our common stock from December 31, 20142016 through December 31, 2019,2021, 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, 20142016 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.
| 12/31/2016 | 12/31/2017 | 12/31/2018 | 12/31/2019 | 12/31/2020 | 12/31/2021 | ||||||||||||||||||||||||||||||
| Ventas | $ | 100 | $ | 101 | $ | 104 | $ | 108 | $ | 97 | $ | 105 | |||||||||||||||||||||||
| NYSE Composite Index | $ | 100 | $ | 119 | $ | 108 | $ | 136 | $ | 146 | $ | 176 | |||||||||||||||||||||||
| Composite REIT Index | $ | 100 | $ | 109 | $ | 105 | $ | 135 | $ | 127 | $ | 177 | |||||||||||||||||||||||
| S&P 500 Index | $ | 100 | $ | 122 | $ | 116 | $ | 153 | $ | 181 | $ | 233 | |||||||||||||||||||||||
40
| 12/31/2014 | 12/31/2015 | 12/31/2016 | 12/31/2017 | 12/31/2018 | 12/31/2019 | ||||||
| Ventas | $100 | $94 | $110 | $110 | $114 | $118 | |||||
| NYSE Composite Index | $100 | $96 | $108 | $128 | $117 | $147 | |||||
| Composite REIT Index | $100 | $102 | $112 | $122 | $117 | $150 | |||||
| S&P 500 Index | $100 | $101 | $113 | $138 | $132 | $174 | |||||
ITEM 6. Selected Financial Data[Reserved]
| As of and For the Years Ended December 31, | |||||||||||||||||||
| 2019 | 2018 | 2017 | 2016 | 2015 | |||||||||||||||
| (Dollars in thousands, except per share data) | |||||||||||||||||||
| Operating Data | |||||||||||||||||||
| Rental income | $ | 1,609,876 | $ | 1,513,807 | $ | 1,593,598 | $ | 1,476,176 | $ | 1,346,046 | |||||||||
| Resident fees and services | 2,151,533 | 2,069,477 | 1,843,232 | 1,847,306 | 1,811,255 | ||||||||||||||
| Interest expense | 451,662 | 442,497 | 448,196 | 419,740 | 367,114 | ||||||||||||||
| Property-level operating expenses | 1,808,208 | 1,689,880 | 1,483,072 | 1,434,762 | 1,383,640 | ||||||||||||||
| General, administrative and professional fees | 165,996 | 151,982 | 135,490 | 126,875 | 128,035 | ||||||||||||||
| Income from continuing operations | 439,297 | 415,991 | 1,361,222 | 652,412 | 408,119 | ||||||||||||||
| Net income attributable to common stockholders | 433,016 | 409,467 | 1,356,470 | 649,231 | 417,843 | ||||||||||||||
| Per Share Data | |||||||||||||||||||
| Income from continuing operations: | |||||||||||||||||||
| Basic | $ | 1.20 | $ | 1.17 | $ | 3.83 | $ | 1.89 | $ | 1.24 | |||||||||
| Diluted | $ | 1.19 | $ | 1.16 | $ | 3.80 | $ | 1.87 | $ | 1.22 | |||||||||
| Net income attributable to common stockholders: | |||||||||||||||||||
| Basic | $ | 1.18 | $ | 1.15 | $ | 3.82 | $ | 1.88 | $ | 1.26 | |||||||||
| Diluted | $ | 1.17 | $ | 1.14 | $ | 3.78 | $ | 1.86 | $ | 1.25 | |||||||||
| Other Data | |||||||||||||||||||
| Net cash provided by operating activities | $ | 1,437,783 | $ | 1,381,467 | $ | 1,428,752 | $ | 1,354,702 | $ | 1,402,003 | |||||||||
| Net cash (used in) provided by investing activities | (1,585,299 | ) | 324,496 | (937,107 | ) | (1,214,280 | ) | (2,420,740 | ) | ||||||||||
| Net cash provided by (used in) financing activities | 160,674 | (1,761,937 | ) | (671,327 | ) | 96,838 | 1,023,058 | ||||||||||||
FFO (1) | 1,436,049 | 1,308,149 | 1,512,885 | 1,440,544 | 1,365,408 | ||||||||||||||
Normalized FFO (1) | 1,423,047 | 1,462,055 | 1,491,241 | 1,438,643 | 1,493,683 | ||||||||||||||
| Balance Sheet Data | |||||||||||||||||||
| Real estate property, gross | $ | 28,817,100 | $ | 26,476,938 | $ | 26,260,553 | $ | 25,380,524 | $ | 23,855,137 | |||||||||
| Cash and cash equivalents | 106,363 | 72,277 | 81,355 | 286,707 | 53,023 | ||||||||||||||
| Total assets | 24,692,208 | 22,584,555 | 23,954,541 | 23,166,600 | 22,261,918 | ||||||||||||||
| Senior notes payable and other debt | 12,158,773 | 10,733,699 | 11,276,062 | 11,127,326 | 11,206,996 | ||||||||||||||
ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion provides information that management believes is relevant to an understanding and assessment of the consolidated financial condition and results of operations of Ventas, Inc. You should read this discussion in conjunction with our Consolidated Financial Statements and the notes thereto included in Part II, Item 8 of this Annual Report on Form 10-K, as it will help you understand:and our Risk Factors included in Part I, Item 1A of this Annual Report.
Ventas, Inc., an S&P 500 company, and the environment in which we operate;
We primarily invest in seniors housing, research and innovation, anda diversified portfolio of healthcare propertiesreal estate assets through acquisitions and lease our properties to unaffiliated tenants or operate them through independent third-party managers.
co-investment entities. We conduct our operationsoperate through three reportable business segments: triple-net leased properties, senior living operations, which we also refer to as SHOP, and office operations. See “NOTE 19—SEGMENT INFORMATION” of the Notes toour Consolidated Financial Statements and the related notes, including “Note 2 – Accounting Policies” and “Note 18 – Segment Information,” included in Part II, Item 8 of this Annual Report on Form 10-K.
We aim to enhance shareholder value by delivering consistent, superior total returns through a strategy of:of (1) generating reliable and growing cash flows;flows, (2) maintaining a balanced, diversified portfolio of high-quality assets;assets and (3) preserving our financial strength, flexibility and liquidity.
Our ability to access capital in a timely and cost-effective manner is critical to the success of our business strategy because it affects our ability to satisfy existing obligations, including the repayment of maturing indebtedness, and to make future investments. Factors such as general market conditions, interest rates, credit ratings on our securities, expectations of our potential future earnings and cash distributions, and the trading price of our common stock that are beyond our control and fluctuate over time all impact our access to and cost of external capital. For that reason, we generally attempt to match the long-term duration of our investments in real property with long-term financing through the issuance of shares of our common stock or the incurrence of long-term fixed rate debt.
Operating Results. Our senior living operations segment, which we also refer to as SHOP, continued to be impacted by the COVID-19 pandemic. Occupancy began to improve starting in the second quarter of 2021 and continued over the course of 2021. During 2021, a broader macro labor shortage drove increased labor costs at our communities, resulting in continued decline in NOI compared to 2020.
Provider Relief Grants. In 2020 and 2021, we applied for grants under Phase 2, Phase 3 and Phase 4 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 2021 and 2020, we received $15.4 million and $35.1 million, respectively, in grants in connection with our applications and recognized these grants within property-level operating expenses in our Consolidated Statements of Income in
41
the period in which they were received. Subsequent to December 31, 2021, we received $34.0 million in grants in connection with our Phase 4 applications, which we expect to recognize in 2022. 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.
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 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.
See “Risk Factors — Risks Related to the COVID-19 Pandemic” included in Part I, Item 1A of this Annual Report and“Note 1 - Description of Business - COVID-19 Update” of the Notes to Consolidated Financial Statements in Part II, Item 8 of this Annual Report for a description of charges recognized during the year ended December 31, 2020 as a result of the COVID-19 pandemic.
Select 2021 and Early 2022 Highlights
Investments and Dispositions
•During the year ended December 31, 2021, we acquired six Canadian senior housing communities reported within our senior living operations reportable business segment and a behavioral health center in Plano, Texas reported within our office operations reportable business segment for aggregate consideration of $240.7 million.
•During the year ended December 31, 2021, we sold 34 MOBs, eight triple-net leased properties and 23 senior housing communities for aggregate consideration of $859.7 million and recognized gains on Form 10-K.the sale of these assets of $218.8 million in our Consolidated Statements of Income.
•In October 2021, we received proceeds of $45.0 million in full repayment of a note from Brookdale Senior Living. The note was issued to us in connection with the modification of our lease with Brookdale Senior Living in the third quarter of 2020.
•In September 2021, we completed our acquisition of New Senior Investment Group Inc. (“New Senior”) for a purchase price of $2.3 billion in an all-stock transaction, which added over 100 independent living properties to our senior housing portfolio. We funded the transaction through the issuance of approximately 13.3 million shares of our common stock, the assumption of $482.5 million of New Senior mortgage debt and $1.1 billion of cash paid at closing.
•In September 2021, we completed a buyout of Pacific Medical Buildings’ interest in the state-of-the-art, newly developed Sutter Van Ness Medical Office Building.
•In July 2021, we received $66.0 million from Holiday Retirement as repayment in full of secured notes which Holiday Retirement previously issued to us as part of a lease termination transaction entered into in April 2020.
•In July 2021, we received $224 million for the full redemption of Ardent’s outstanding 9.75% Senior Notes due 2026 at a price equal to 107.313% of the principal amount of the notes, plus accrued and unpaid interest. This redemption resulted in a gain of $16.6 million.
•In February 2022, we closed on the acquisitions of 18 MOBs leased to affiliates of Ardent for $204 million and one senior housing community within our senior living operations reportable business segment for $105.4 million.
42
Liquidity and Capital
•As of December 31, 2021, we had approximately $2.5 billion in liquidity, including availability under our revolving credit facility and cash and cash equivalents on hand, with $280.0 million borrowings outstanding under our commercial paper program and negligible near-term debt maturing.
•In December 2021, Ventas Canada issued and sold C$475.0 million aggregate principal amount of 2.45% senior notes, Series G and C$300.0 million aggregate principal amount of 3.30% senior notes, Series H, due 2027 and 2031 at 99.79% and 99.65% of par, respectively.
•In August 2021, Ventas Realty issued and sold $500.0 million aggregate principal amount of 2.50% senior notes due 2031 at an amount equal to 99.74% of par.
•In August 2021, Ventas Realty Limited Partnership (“Ventas Realty”) issued a make whole notice of redemption for the entirety of the $400.0 million aggregate principal amount of 3.125% senior notes due 2023, resulting in a loss on extinguishment of debt of $20.9 million for the year ended December 31, 2021. The redemption settled in September 2021, principally using cash on hand.
•In July 2021, Ventas Realty and Ventas Capital Corporation issued a make whole notice of redemption for the entirety of the $263.7 million aggregate principal amount of 3.25% senior notes due 2022, resulting in a loss on extinguishment of debt of $8.2 million for the year ended December 31, 2021. The redemption settled in August 2021, principally using cash on hand.
•In February 2021, Ventas Realty issued a make whole notice of redemption for the entirety of the $400.0 million aggregate principal amount of 3.10% senior notes due January 2023, resulting in a loss on extinguishment of debt of $27.3 million for the year ended December 31, 2021. The redemption settled in March 2021, principally using cash on hand.
•In January 2021, we entered into an unsecured credit facility comprised of a $2.75 billion unsecured revolving credit facility priced at LIBOR plus 0.825%, which replaced our previous $3.0 billion unsecured revolving credit facility priced at 0.875%. The new unsecured revolving credit facility matures in January 2025, but may be extended at our option, subject to the satisfaction of certain conditions, for an additional year. The unsecured revolving credit facility also includes an accordion feature that permits us to increase our aggregate borrowing capacity thereunder to up to $3.75 billion, subject to the satisfaction of certain conditions.
•During 2021, we sold 10.9 million shares of our common stock under our “at-the-market” equity offering program (“ATM program”) for gross proceeds of $626.4 million, representing an average price of $57.71 per share. In November 2021, we replaced our ATM program with a similar program, under which we may sell up to an aggregate of $1.0 billion of our common stock. As of December 31, 2021, we have $1.0 billion remaining under our existing ATM program.
Portfolio
•We successfully transitioned the operations of 90 senior living communities owned by us and operated under management agreements with Eclipse Senior Living, Inc. (“ESL”) to seven experienced managers by the start of January 2022. ESL is expected to cease operation of its management business in 2022 following completion of the transitions. We incurred certain one-time transition costs and expenses in connection with the transitions.
Environmental, Social and Governance
•During 2021, we continued our leadership in ESG, receiving numerous recognitions and accolades, including the CDP “A List” for climate change in 2021, the 2021 Nareit Health Care “Leader in the Light” award for a fifth consecutive year, the 2022 Bloomberg Gender-Equality Index for the third consecutive year, the 2021 Dow Jones Sustainability
43
World Index for the third consecutive year, earning a 4-star GRESB rating for the ninth consecutive year, and named a 2021 ENERGY STAR® Partner of the Year.
Other Items
•In March 2021, the Ventas Life Science and Healthcare Real Estate Fund, L.P. (the “Ventas Fund”) acquired two Class-A life science properties in the Baltimore-DC life science cluster for $272 million, which increased the Ventas Fund’s assets under management to $2.1 billion.
•During 2021 and in first quarter of 2022, we received $15.4 million and $34.0 million, respectively, in grants in connection with our Phase 3 and Phase 4 applications to 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.
•During the year ended December 31, 2021, we recognized $10.2 million of expenses relating to natural disaster events.
Critical Accounting Policies and Estimates
Our Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) set forth in the Accounting Standards Codification (“ASC”), as published by the Financial Accounting Standards Board (“FASB”). GAAP requires us to make estimates and assumptions regarding future events that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. We base these estimates on our experience and assumptions we believe to be reasonable under the circumstances. However, if our judgment or interpretation of the facts and circumstances relating to various transactions or
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”“Note 2 – Accounting Policies” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.Report.
Principles of Consolidation
The Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K include our accounts and the accounts of our wholly owned subsidiaries and the joint venture entities over which we exercise control. All intercompany transactions and balances have been eliminated in consolidation, and our net earnings are reduced by the portion of net earnings attributable to noncontrolling interests.
GAAP requires us to identify entities for which control is achieved through means other than voting rights and to determine which business enterprise is the primary beneficiary of variable interest entities (“VIEs”). A VIE is broadly defined as an entity with one or more of the following characteristics: (a) the total equity investment at risk is insufficient to finance the entity’s activities without additional subordinated financial support; (b) as a group, the holders of the equity investment at risk lack (i) the ability to make decisions about the entity’s activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; and (c) the equity investors have voting rights that are not proportional to their economic interests, and substantially all of the entity’s activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. We consolidate our investment in a VIE when we determine that we are its primary beneficiary. We may change our original assessment of a VIE upon subsequent events such as the modification of contractual arrangements that affects the characteristics or adequacy of the entity’s equity investments at risk and the disposition of all or a portion of an interest held by the primary beneficiary.
We identify the primary beneficiary of a VIE as the enterprise that has both: (i) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance; and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the entity. We perform this analysis on an ongoing basis.
44
Accounting for Real Estate Acquisitions
When we acquire real estate, we first make reasonable judgments about whether the transaction involves an asset or a business. Our real estate acquisitions are generally accounted for as asset acquisitions as substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. Regardless of whether an acquisition is considered a business combination or an asset acquisition, we record the cost of the businesses or assets acquired as tangible and intangible assets and liabilities based upon their estimated fair values as of the acquisition date.
We estimate the fair value of buildings acquired on an as-if-vacant basis or replacement cost basis and depreciate the building value over the estimated remaining life of the building, generally not to exceed 35 years. We determine the fair value of other fixed assets, such as site improvements and furniture, fixtures and equipment, based upon the replacement cost and depreciate such value over the assets’ estimated remaining useful lives as determined at the applicable acquisition date. We determine the value of land either by considering the sales prices of similar properties in recent transactions or based on internal analyses of recently acquired and existing comparable properties within our portfolio. We generally determine the value of construction in progress based upon the replacement cost. However, for certain acquired properties that are part of a ground-up development, we determine fair value by using the same valuation approach as for all other properties and deducting the estimated cost to complete the development. During the remaining construction period, we capitalize project costs until the development has reached substantial completion. Construction in progress, including capitalized interest, is not depreciated until the development has reached substantial completion.
Intangibles primarily include the value of in-place leases and acquired lease contracts. We include all lease-related intangible assets and liabilities within acquired lease intangibles and accounts payable and other liabilities, respectively, on our Consolidated Balance Sheets.
The fair value of acquired lease-related intangibles, if any, reflects: (i) the estimated value of any above and/or below market leases, determined by discounting the difference between the estimated market rent and in-place lease rent; and (ii) the estimated value of in-place leases related to the cost to obtain tenants, including leasing commissions, and an estimated value of the absorption period to reflect the value of the rent and recovery costs foregone during a reasonable lease-up period as if the
acquired space was vacant. We amortize any acquired lease-related intangibles to revenue or amortization expense over the remaining life of the associated lease plus any assumed bargain renewal periods. If a lease is terminated prior to its stated expiration or not renewed upon expiration, we recognize all unamortized amounts of lease-related intangibles associated with that lease in operations at that time.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.
45
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.data such as replacement cost or comparable sales. 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.
Recently Issued or Adopted Accounting Standards
In November 2021, the FASB issued ASU 2021-10,We adopted ASC Topic 842, Leases Disclosures by Business Entities about Government Assistance, (“ASC 842”ASU 2022-10”) onwhich requires expanded disclosure for transactions involving the receipt of government assistance. Required disclosures include a description of the nature of transactions with government entities, our accounting policies for such transactions and their impact to our Consolidated Financial Statements. ASU 2021-10 is effective for us beginning January 1, 2019, which introduced2022 and adoption of this standard is not expected to have 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.
Results of Operations
As of December 31, 2019,2021, 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 seniorssenior housing and healthcare properties throughout the United States and the United Kingdom and lease those properties to healthcare operating companies under “triple-net”triple-net or “absolute-net”absolute-net leases that obligate the tenants to pay all property-related expenses. In our senior living operations segment, we invest in seniorssenior 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 life science, research and innovation centers throughout the United States. Information provided for “all other” includes income from loans and investments and other miscellaneous income and various corporate-level expenses not directly attributable to any of our three reportable business segments. Assets included in “all other” consist primarily of corporate assets, including cash, restricted cash, loans receivable and investments, and miscellaneous accounts receivable.
Our chief operating decision makers evaluate performance of the combined properties in each reportable business segment and determine how to allocate resources to those segments, in significant part, based on segment net operating income (“NOI”) and related measures. For further information regarding our reportable business segments and a discussion of our definition of segment NOI, see “NOTE 19—SEGMENT INFORMATION”“Note 18 – Segment Information” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.Report. See “Non-GAAP Financial Measures” included elsewhere in this Annual Report on Form 10-K for additional disclosure and reconciliations of net income attributable to common stockholders, as computed in accordance with GAAP, to NOI.
46
Years Ended December 31, 20192021 and 20182020
The table below shows our results of operations for the years ended December 31, 20192021 and 20182020 and the effect of changes in those results from period to period on our net income attributable to common stockholders.
| For the Years Ended December 31, | Increase (Decrease) to Net Income | |||||||||||||
| 2019 | 2018 | $ | % | |||||||||||
| (Dollars in thousands) | ||||||||||||||
| Segment NOI: | ||||||||||||||
| Triple-net leased properties | $ | 754,337 | $ | 740,318 | $ | 14,019 | 1.9 | % | ||||||
| Senior living operations | 630,135 | 623,276 | 6,859 | 1.1 | ||||||||||
| Office operations | 574,157 | 538,506 | 35,651 | 6.6 | ||||||||||
| All other | 92,610 | 127,520 | (34,910 | ) | (27.4 | ) | ||||||||
| Total segment NOI | 2,051,239 | 2,029,620 | 21,619 | 1.1 | ||||||||||
| Interest and other income | 10,984 | 24,892 | (13,908 | ) | (55.9 | ) | ||||||||
| Interest expense | (451,662 | ) | (442,497 | ) | (9,165 | ) | (2.1 | ) | ||||||
| Depreciation and amortization | (1,045,620 | ) | (919,639 | ) | (125,981 | ) | (13.7 | ) | ||||||
| General, administrative and professional fees | (165,996 | ) | (151,982 | ) | (14,014 | ) | (9.2 | ) | ||||||
| Loss on extinguishment of debt, net | (41,900 | ) | (58,254 | ) | 16,354 | 28.1 | ||||||||
| Merger-related expenses and deal costs | (15,235 | ) | (30,547 | ) | 15,312 | 50.1 | ||||||||
| Other | 17,609 | (66,768 | ) | 84,377 | nm | |||||||||
| Income before unconsolidated entities, real estate dispositions, income taxes, discontinued operations and noncontrolling interests | 359,419 | 384,825 | (25,406 | ) | (6.6 | ) | ||||||||
| Loss from unconsolidated entities | (2,454 | ) | (55,034 | ) | 52,580 | 95.5 | ||||||||
| Gain on real estate dispositions | 26,022 | 46,247 | (20,225 | ) | (43.7 | ) | ||||||||
| Income tax benefit | 56,310 | 39,953 | 16,357 | 40.9 | ||||||||||
| Income from continuing operations | 439,297 | 415,991 | 23,306 | 5.6 | ||||||||||
| Discontinued operations | — | (10 | ) | 10 | nm | |||||||||
| Net income | 439,297 | 415,981 | 23,316 | 5.6 | ||||||||||
| Net income attributable to noncontrolling interests | 6,281 | 6,514 | 233 | 3.6 | ||||||||||
| Net income attributable to common stockholders | $ | 433,016 | $ | 409,467 | 23,549 | 5.8 | ||||||||
| For the Years Ended December 31, | (Decrease) Increase to Net Income | ||||||||||||||||||||||
| 2021 | 2020 | $ | % | ||||||||||||||||||||
| Segment NOI: | |||||||||||||||||||||||
| Triple-net leased properties | $ | 638,488 | $ | 673,105 | $ | (34,617) | (5.1 | %) | |||||||||||||||
| Senior living operations | 458,273 | 538,489 | (80,216) | (14.9) | |||||||||||||||||||
| Office operations | 543,882 | 549,375 | (5,493) | (1.0) | |||||||||||||||||||
| All other | 84,058 | 87,021 | (2,963) | (3.4) | |||||||||||||||||||
| Total segment NOI | 1,724,701 | 1,847,990 | (123,289) | (6.7) | |||||||||||||||||||
| Interest and other income | 14,809 | 7,609 | 7,200 | 94.6 | |||||||||||||||||||
| Interest expense | (440,089) | (469,541) | 29,452 | 6.3 | |||||||||||||||||||
| Depreciation and amortization | (1,197,403) | (1,109,763) | (87,640) | (7.9) | |||||||||||||||||||
| General, administrative and professional fees | (129,758) | (130,158) | 400 | 0.3 | |||||||||||||||||||
| Loss on extinguishment of debt, net | (59,299) | (10,791) | (48,508) | nm | |||||||||||||||||||
| Transaction expenses and deal costs | (47,318) | (29,812) | (17,506) | (58.7) | |||||||||||||||||||
| Allowance on loans receivable and investments | 9,082 | (24,238) | 33,320 | nm | |||||||||||||||||||
| Other | (37,110) | (707) | (36,403) | nm | |||||||||||||||||||
| (Loss) income before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests | (162,385) | 80,589 | (242,974) | nm | |||||||||||||||||||
| Income from unconsolidated entities | 4,983 | 1,844 | 3,139 | nm | |||||||||||||||||||
| Gain on real estate dispositions | 218,788 | 262,218 | (43,430) | (16.6) | |||||||||||||||||||
| Income tax (expense) benefit | (4,827) | 96,534 | (101,361) | nm | |||||||||||||||||||
| Income from continuing operations | 56,559 | 441,185 | (384,626) | (87.2) | |||||||||||||||||||
| Net income | 56,559 | 441,185 | (384,626) | (87.2) | |||||||||||||||||||
| Net income attributable to noncontrolling interests | 7,551 | 2,036 | 5,515 | nm | |||||||||||||||||||
| Net income attributable to common stockholders | $ | 49,008 | $ | 439,149 | (390,141) | (88.8) | |||||||||||||||||
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, 2019, but excluding assets whose operations were classified as discontinued operations:2021 (dollars in thousands):
For the Years Ended December 31, | Increase (Decrease) to Segment NOI | ||||||||||||||||||||||||||||||||||||
| 2019 | 2018 | $ | % | For the Years Ended December 31, | (Decrease) Increase to Segment NOI | ||||||||||||||||||||||||||||||||
| (Dollars in thousands) | 2021 | 2020 | $ | % | |||||||||||||||||||||||||||||||||
| Segment NOI—Triple-Net Leased Properties: | Segment NOI—Triple-Net Leased Properties: | ||||||||||||||||||||||||||||||||||||
| Rental income | $ | 780,898 | $ | 737,796 | $ | 43,102 | 5.8 | % | Rental income | $ | 653,823 | $ | 695,265 | $ | (41,442) | (6.0 | %) | ||||||||||||||||||||
| Other services revenue | — | 2,522 | (2,522 | ) | nm | ||||||||||||||||||||||||||||||||
| Less: Property-level operating expenses | (26,561 | ) | — | (26,561 | ) | nm | Less: Property-level operating expenses | (15,335) | (22,160) | 6,825 | 30.8 | ||||||||||||||||||||||||||
| Segment NOI | $ | 754,337 | $ | 740,318 | 14,019 | 1.9 | Segment NOI | $ | 638,488 | $ | 673,105 | (34,617) | (5.1) | ||||||||||||||||||||||||
In our triple-net leased properties reportable business segment, our revenues generally consist of fixed rental amounts (subject to annual contractual escalations) received from our tenants in accordance with the applicable lease terms.
47
The decrease in our adoption of ASC 842, see “NOTE 2—ACCOUNTING POLICIES” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.
Occupancy rates may affect the profitability of our tenants’ operations. For senior housing communities and post-acute properties in our triple-net leased properties reportable business segment, occupancy generally reflects average operator-reported unit and bed occupancy, respectively, for the reporting period. Because triple-net financials are delivered to us following the reporting period, occupancy is reported in arrears. The following table sets forth average continuing occupancy rates related to the triple-net leased properties we owned at December 31, 2019 for2021 and measured over the trailing 12 months ended September 30, 20192021 (which is the most recent information available to us from our tenants) and average continuing occupancy rates related to the triple-net leased properties we owned at December 31, 2018 for2020 and measured over the 12 months ended September 30, 2018.2020. 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, 2021 | Average Occupancy for the Trailing 12 Months Ended September 30, 2021 | 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 | Number of Properties at December 31, 2018 | Average Occupancy for the Trailing 12 Months Ended September 30, 2018 | |||||||||||||||||||||||||||||||||||
| Seniors housing communities | 326 | 86.0 | % | 361 | 85.0 | % | ||||||||||||||||||||||||||||||||
| Senior housing communities | Senior housing communities | 261 | 73.5 | % | 290 | 82.1 | % | |||||||||||||||||||||||||||||||
| Skilled nursing facilities (“SNFs”) | 16 | 87.3 | 17 | 85.2 | Skilled nursing facilities (“SNFs”) | 16 | 75.9 | 16 | 82.9 | |||||||||||||||||||||||||||||
| IRFs and LTACs | 36 | 53.6 | 36 | 56.5 | IRFs and LTACs | 35 | 58.5 | 35 | 55.7 | |||||||||||||||||||||||||||||
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 393328 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.NOI for each of our reportable business segments (dollars in thousands):
| For the Years Ended December 31, | Increase to Segment NOI | ||||||||||||||||||||||
| 2021 | 2020 | $ | % | ||||||||||||||||||||
| Same-Store Segment NOI—Triple-Net Leased Properties: | |||||||||||||||||||||||
| Rental income | $ | 591,348 | $ | 553,155 | $ | 38,193 | 6.9 | % | |||||||||||||||
| Less: Property-level operating expenses | (12,617) | (13,758) | 1,141 | 8.3 | |||||||||||||||||||
| Segment NOI | $ | 578,731 | $ | 539,397 | 39,334 | 7.3 | |||||||||||||||||
For the Years Ended December 31, | Increase (Decrease) to Segment NOI | |||||||||||||
| 2019 | 2018 | $ | % | |||||||||||
| (Dollars in thousands) | ||||||||||||||
| Same-Store Segment NOI—Triple-Net Leased Properties: | ||||||||||||||
| Rental income | $ | 749,561 | $ | 688,914 | $ | 60,647 | 8.8 | % | ||||||
| Less: Property-level operating expenses | (25,180 | ) | — | (25,180 | ) | nm | ||||||||
| Segment NOI | $ | 724,381 | $ | 688,914 | 35,467 | 5.1 | ||||||||
The increase in our same-store triple-net leased properties rental income in 20192021 over the prior year iswas attributable primarily to the second quarter 2018 non-cash expense$60.8 million of $21.3 millionCOVID-19 related write-offs of previously accrued straight-line rental income during 2020 and rent increases due to contractual escalations pursuant to the terms of our leases, partially offset by $17.3 million in lower rental income recognized under our lease with Brookdale Senior Living following modification of the lease extensions and net increases in rent.the third quarter of 2020.
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, 2019, but excluding assets whose operations were classified as discontinued operations:2021 (dollars in thousands):
For the Years Ended December 31, | Increase (Decrease) to Segment NOI | ||||||||||||||||||||||||||||||||||||
| 2019 | 2018 | $ | % | For the Years Ended December 31, | Increase (Decrease) to Segment NOI | ||||||||||||||||||||||||||||||||
| (Dollars in thousands) | 2021 | 2020 | $ | % | |||||||||||||||||||||||||||||||||
| Segment NOI—Senior Living Operations: | Segment NOI—Senior Living Operations: | ||||||||||||||||||||||||||||||||||||
| Resident fees and services | $ | 2,151,533 | $ | 2,069,477 | $ | 82,056 | 4.0 | % | Resident fees and services | $ | 2,270,001 | $ | 2,197,160 | $ | 72,841 | 3.3 | % | ||||||||||||||||||||
| Less: Property-level operating expenses | (1,521,398 | ) | (1,446,201 | ) | (75,197 | ) | (5.2 | ) | Less: Property-level operating expenses | (1,811,728) | (1,658,671) | (153,057) | (9.2) | ||||||||||||||||||||||||
| Segment NOI | $ | 630,135 | $ | 623,276 | 6,859 | 1.1 | Segment NOI | $ | 458,273 | $ | 538,489 | (80,216) | (14.9) | ||||||||||||||||||||||||
Number of Properties at December 31, | Average Unit Occupancy for the Years Ended December 31, | Average Monthly Revenue Per Occupied Room for the Years Ended December 31, | |||||||||||||||||
| 2019 | 2018 | 2019 | 2018 | 2019 | 2018 | ||||||||||||||
| Total communities | 401 | 355 | 86.6 | % | 87.0 | % | $ | 5,451 | $ | 5,699 | |||||||||
| 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, | |||||||||||||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||||||||||||
| Total communities | 545 | 432 | 78.5 | % | 81.7 | % | $ | 4,487 | $ | 4,766 | |||||||||||||||||||||||||
Resident fees and services include all amounts earned from residents at our seniorssenior housing communities, such as rental fees related to resident leases, extended health care fees and other ancillary service income. Property-level operating expenses related to our senior living operations segment include labor, food, utilities, marketing, management and other costs of operating the properties. For senior housing communities in our senior living operations reportable business segment, occupancy generally reflects average operator-reported unit occupancy for the reporting period. Average monthly revenue per occupied room reflects average resident fees and services per operator-reported occupied unit for the reporting period.
The increasedecrease in our senior living operations segment NOI in 20192021 over the prior year is attributable primarily to the acquisition of an 87% interest in 34 Canadian seniors housing communities (including five in-process developments) valued at $1.8 billion through an equity partnership (the “LGM Acquisition”) with Le Groupe Maurice (“LGM”),driven by lower occupancy, revenue per occupied room and HHS proceeds received and higher operating expenses, principally labor costs, partially offset by decreasesthe addition of over 100 independent living properties in occupancythe third quarter of 2021 as a result of the New Senior acquisition, the transition of assets from our triple-net portfolio to our senior living operating portfolio and increasesdevelopment properties placed in service. During 2021 and 2020, we received $15.4 million and $35.1 million, respectively, from HHS under the Provider Relief Fund, which reduced property-level operating expenses.
The following table compares results of operations for our 340276 same-store senior living operating communities.communities (dollars in thousands):
For the Years Ended December 31, | Increase (Decrease) to Segment NOI | ||||||||||||||||||||||||||||||||||||
| 2019 | 2018 | $ | % | For the Years Ended December 31, | Decrease to Segment NOI | ||||||||||||||||||||||||||||||||
| (Dollars in thousands) | 2021 | 2020 | $ | % | |||||||||||||||||||||||||||||||||
| Same-Store Segment NOI—Senior Living Operations: | Same-Store Segment NOI—Senior Living Operations: | ||||||||||||||||||||||||||||||||||||
| Resident fees and services | $ | 1,990,057 | $ | 1,989,104 | $ | 953 | nm | Resident fees and services | $ | 1,619,570 | $ | 1,713,490 | $ | (93,920) | (5.5 | %) | |||||||||||||||||||||
| Less: Property-level operating expenses | (1,401,208 | ) | (1,376,142 | ) | (25,066 | ) | (1.8 | ) | Less: Property-level operating expenses | (1,249,253) | (1,240,278) | (8,975) | (0.7) | ||||||||||||||||||||||||
| Segment NOI | $ | 588,849 | $ | 612,962 | (24,113 | ) | (3.9 | ) | Segment NOI | $ | 370,317 | $ | 473,212 | (102,895) | (21.7) | ||||||||||||||||||||||
| 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, | |||||||||||||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||||||||||||
| Same-store communities | 276 | 276 | 81.6 | % | 84.2 | % | $ | 4,939 | $ | 5,069 | |||||||||||||||||||||||||
Number of Properties at December 31, | Average Unit Occupancy for the Years Ended December 31, | Average Monthly Revenue Per Occupied Room for the Years Ended December 31, | |||||||||||||||||
| 2019 | 2018 | 2019 | 2018 | 2019 | 2018 | ||||||||||||||
| Same-store communities | 340 | 340 | 86.5 | % | 87.2 | % | $ | 5,787 | $ | 5,733 | |||||||||
The decrease in our same-store senior living operations segment NOI wasis primarily attributable to increasesdriven by lower occupancy, revenue per occupied room and HHS proceeds received and higher operating expenses, principally labor costs, partially offset by lower direct COVID-19 costs such as PPE in 2021. During 2021 and 2020, we received $9.4 million and $26.1 million, respectively, from HHS under the Provider Relief Fund, which reduced property-level operating expenses and decreases in occupancy.the applicable period.
49
Segment NOI—Office Operations
The following table summarizes results of operations in our office operations reportable business segment, including assets sold or classified as held for sale as of December 31, 2019, but excluding assets whose2021 (dollars in thousands). For properties in our office operations were classifiedreportable business segment, occupancy generally reflects occupied square footage divided by net rentable square footage as discontinued operations:of the end of the reporting period.
For the Years Ended December 31, | Increase (Decrease) to Segment NOI | ||||||||||||||||||||||||||||||||||||
| 2019 | 2018 | $ | % | For the Years Ended December 31, | (Decrease) Increase to Segment NOI | ||||||||||||||||||||||||||||||||
| (Dollars in thousands) | 2021 | 2020 | $ | % | |||||||||||||||||||||||||||||||||
| Segment NOI—Office Operations: | Segment NOI—Office Operations: | ||||||||||||||||||||||||||||||||||||
| Rental income | $ | 828,978 | $ | 776,011 | $ | 52,967 | 6.8 | % | Rental income | $ | 794,297 | $ | 799,627 | $ | (5,330) | (0.7 | %) | ||||||||||||||||||||
| Office building services revenue | 7,747 | 7,592 | 155 | 2.0 | Office building services revenue | 8,384 | 8,675 | (291) | (3.4) | ||||||||||||||||||||||||||||
| Total revenues | 836,725 | 783,603 | 53,122 | 6.8 | Total revenues | 802,681 | 808,302 | (5,621) | (0.7) | ||||||||||||||||||||||||||||
| Less: | Less: | ||||||||||||||||||||||||||||||||||||
| Property-level operating expenses | (260,249 | ) | (243,679 | ) | (16,570 | ) | (6.8 | ) | Property-level operating expenses | (257,001) | (256,612) | (389) | (0.2) | ||||||||||||||||||||||||
| Office building services costs | (2,319 | ) | (1,418 | ) | (901 | ) | (63.5 | ) | |||||||||||||||||||||||||||||
| Office building and other services costs | Office building and other services costs | (1,798) | (2,315) | 517 | 22.3 | ||||||||||||||||||||||||||||||||
| Segment NOI | $ | 574,157 | $ | 538,506 | 35,651 | 6.6 | Segment NOI | $ | 543,882 | $ | 549,375 | (5,493) | (1.0) | ||||||||||||||||||||||||
Number of Properties at December 31, | Occupancy at December 31, | Annualized Average Rent Per Occupied Square Foot for the Years Ended December 31, | |||||||||||||||||
| 2019 | 2018 | 2019 | 2018 | 2019 | 2018 | ||||||||||||||
| Total office buildings | 382 | 387 | 90.3 | % | 90.1 | % | $ | 34 | $ | 32 | |||||||||
| Number of Properties at December 31, | Occupancy at December 31, | Annualized Average Rent Per Occupied Square Foot for the Years Ended December 31, | |||||||||||||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||||||||||||
| Total office buildings | 342 | 374 | 90.8 | % | 89.7 | % | $ | 35 | $ | 34 | |||||||||||||||||||||||||
The increasedecrease in our office operations segment NOI in 20192021 over the prior year is attributablewas primarily due to 2019 increasesassets sold in occupancythe first quarter of 2020, business interruption insurance proceeds received in 2020 and 2018 and 2019 acquisitions and openingsdispositions of new buildings,non-core assets during 2021. These decreases were partially offset by dispositions.new leasing, increased tenant retention and improved parking revenues.
The following table compares results of operations for our 353327 same-store office buildings.buildings (dollars in thousands):
| For the Years Ended December 31, | Increase (Decrease) to Segment NOI | ||||||||||||||||||||||
| 2021 | 2020 | $ | % | ||||||||||||||||||||
| Same-Store Segment NOI—Office Operations: | |||||||||||||||||||||||
| Rental income | $ | 729,358 | $ | 699,231 | $ | 30,127 | 4.3 | % | |||||||||||||||
| Less: Property-level operating expenses | (230,393) | (222,136) | (8,257) | (3.7) | |||||||||||||||||||
| Segment NOI | $ | 498,965 | $ | 477,095 | 21,870 | 4.6 | |||||||||||||||||
For the Years Ended December 31, | Increase (Decrease) to Segment NOI | |||||||||||||
| 2019 | 2018 | $ | % | |||||||||||
| (Dollars in thousands) | ||||||||||||||
| Same-Store Segment NOI—Office Operations: | ||||||||||||||
| Rental income | $ | 723,229 | $ | 709,714 | $ | 13,515 | 1.9 | % | ||||||
| Less: Property-level operating expenses | (224,072 | ) | (218,272 | ) | (5,800 | ) | (2.7 | ) | ||||||
| Segment NOI | $ | 499,157 | $ | 491,442 | 7,715 | 1.6 | ||||||||
Number of Properties at December 31, | Occupancy at December 31, | Annualized Average Rent Per Occupied Square Foot for the Years Ended December 31, | |||||||||||||||||
| 2019 | 2018 | 2019 | 2018 | 2019 | 2018 | ||||||||||||||
| Same-store office buildings | 353 | 353 | 92.1 | % | 91.9 | % | $ | 33 | $ | 32 | |||||||||
| Number of Properties at December 31, | Occupancy at December 31, | Annualized Average Rent Per Occupied Square Foot for the Years Ended December 31, | |||||||||||||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||||||||||||
| Same-store office buildings | 327 | 327 | 92.3 | % | 91.8 | % | $ | 35 | $ | 34 | |||||||||||||||||||||||||
The increase in our same-store office operations segment NOI in 20192021 over the prior year is attributable primarily due to increases in occupancy.contractual rent escalators, new leasing, increased tenant retention and improved parking revenues.
50
Segment NOI — All Other
Information provided for all other segment NOI includes income from loans and investments and other miscellaneous income not directly attributable to any of our three reportable business segments. The $34.9$3.0 million decrease in all other segment NOI in 20192021 over the prior year was primarily due to reduced interest income from our loans receivable investments due to loan repayments during 2021 and lower LIBOR-based interest rates as well as costs associated with the Ventas Investment Management platform. This is partially offset by the $16.6 million gain recognized in 2021 for the redemption of Ardent’s outstanding 9.75% Senior Notes due 2026 and an increase in 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.
Company Results
Interest and Other Income
The $7.2 million increase in interest and other income in 2021 over the prior year is primarily due to reduced incomea $13.1 million payment received in the fourth quarter of 2021 related to the $700.0 million term loan that we made to Ardent in March 2017, which was fully repaid in June 2018, partially offset by increased 2019 investment activity. See “NOTE 6—LOANS RECEIVABLE AND INVESTMENTS”certain 2021 Kindred transactions (See “Note 3 – Concentration of Credit Risk” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.
Interest Expense
The $9.2$29.5 million increasedecrease in total interest expense in 20192021 over the prior year was primarily attributable to a decrease of $34.5 million due to lower debt balances, partially offset by an increase of $6.3 million due to a higher effective interest rate. Our GAAP weighted average effective interest rate was 3.6% for 2021, compared to 3.5% for 2020. Capitalized interest for 2021 and 2020 was $11.3 million and $9.6 million, respectively.
Depreciation and Amortization
The $87.6 million increase in depreciation and amortization expense in 2021 over the prior year is primarily attributable to an increase of $17.9 million due to higher debt balancesa $65.6 million increase in impairments recognized in 2021 relating to properties that were sold or classified as held for sale and decreased capitalized interest,a $42.0 million increase related to the September 2021 acquisition of New Senior, partially offset by a decreasethe impact of $10.7 million due to a lower effective interest rate. Our weighted average effective interest rate was 3.8% for 2019,sold properties during 2020 and 2021.
General, Administrative and Professional Fees
General, administrative and professional fees in 2021 remained relatively flat compared to 3.9% for 2018. Capitalized interest for 2019 and 2018 was $9.0 million and $10.9 million, respectively.the prior year.
Loss on Extinguishment of Debt, Net
The $48.5 million increase in loss on extinguishment of debt, net in 2019 was due2021 is primarily related to an aggregate $56.4 million loss recognized during 2021 for the redemption and repaymentredemptions of $600.0$400.0 million aggregate principal amounts then outstandingamount of our 4.25%3.10% senior notes due 2022. The loss on extinguishment of debt, net in 2018 was due primarily to the redemption and repayment of $1.3 billionJanuary 2023, $400.0 million aggregate principal amounts then outstandingamount of our 4.00%3.125% senior notes due 20192023, and our 4.75%$263.7 million aggregate principal amount of 3.25% senior notes due 2021.2022, partially offset by the $7.4 million loss recognized in 2020 for the redemption of $236.3 million aggregate principal amount of our 3.25% senior notes due 2022.
The $15.3$17.5 million decreaseincrease in merger-relatedtransaction expenses and deal costs in 20192021 over the prior year was due primarily to costs associated with the 2018 transition of the management of 76 private pay seniors housing communitiesincreased costs in 2021 associated with operator transitions, partially offset by costs incurred in 2020 related to Eclipseour lease modifications with Brookdale Senior Living.Living, severance related charges and captive insurance organization costs.
The $84.4$33.3 million change in allowance on loans receivable and investments was due to the recognition of COVID-19 related credit losses during 2020 and the subsequent reversal of certain allowances in the first quarter of 2021 due to a change in our estimate of credit losses.
51
Other
The $36.4 million increase in other for 2019 over 2018expenses in 2021 is primarily due to 2019 property insurance recoveries relateda $1.2 million unrealized loss on changes in fair value of stock warrants received in connection with the Brookdale Senior Living lease modification compared to an unrealized gain of $22.0 million recognized during 2020. In addition, there was an increase of $9.0 million relating to 2021 natural disasters in addition to 2018 impairments and expenses related to natural disasters.disaster events.
The $52.6$3.1 million decreaseincrease in lossincome from unconsolidated entities for 20192021 over 2018 is2020 was primarily due to our share of improved financial resultsincreased net income from our unconsolidated entities in 2019 and a $35.7 million impairment in 2018 relating to the carrying costs of one of our equity method investments consisting principally of SNFs.investees.
Gain on Real Estate Dispositions
The $20.2$43.4 million decrease in gain on real estate dispositions was due to the dispositions of 34 MOBs, eight triple-net leased properties and 23 senior housing communities, which resulted in gains on sale of real estate of $218.8 million recognized in 2021 compared to gains of $262.2 million in 2020. The gain on real estate dispositions for 2019 over 2018 is due2020 was primarily attributable to higher disposition activity in 2018.the sale of six properties during the first quarter of 2020.
Income Tax BenefitExpense
The $16.4$101.4 million increase in income tax benefitexpense related to continuing operations for 20192021 over 20182020 is primarily due to a $57.6$152.9 million reversaldeferred 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 allowances recordedallowance in 2020 against the net 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 in the second quarter of 2019, partially offset by the reversal of a valuation allowance on deferred interest carryforwards in the fourth quarter of 2018. The $23.3 million valuation allowance reversal recorded in 2018 was an adjustment to the provisional amount recordedentities other than the TRS entities in the prior year related to enactment of the Tax Cuts and Jobs Act of 2017 and was made based upon additional guidance issued by the Internal Revenue Service subsequent to enactment.this tax-free transaction.
Years Ended December 31, 20182020 and 20172019
Our Annual Report on Form 10-K for the year ended December 31, 2018,2020, filed with the SEC on February 8, 2019,23, 2021, contains information regarding our results of operations for the years ended December 31, 20182020 and 20172019 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 U.S. GAAP. Described below are the non-GAAP financial measures used by management to evaluate our operating performance and that we consider most useful to investors, together with reconciliations of these measures to the most directly comparable GAAP measures.
The non-GAAP financial measures we present in this Annual Report on Form 10-K may not be comparable to those presented by other real estate companies due to the fact that not all real estate companies use the same definitions. You should not consider these measures as alternatives to net income attributable to common stockholders (determined in accordance with GAAP) as indicators of our financial performance or as alternatives to cash flow from operating activities (determined in accordance with GAAP) as measures of our liquidity, nor are these measures necessarily indicative of sufficient cash flow to fund all of our needs. In order to facilitate a clear understanding of our consolidated historical operating results, you should examine these measures in conjunction with net income attributable to common stockholders as presented in our Consolidated Financial Statements and other financial data included elsewhere in this Annual Report on Form 10-K.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 normalizedNormalized FFO to be appropriate supplemental measures of operating performance of an equity REIT. In particular, weWe believe that normalizedthe presentation of FFO, combined with the presentation of required GAAP financial measures, has improved the understanding of operating results of REITs among the investing public and has helped make comparisons of REIT operating results more meaningful. Management generally considers FFO to be a useful measure for understanding and comparing our operating results because, by excluding gains and losses related to sales of previously depreciated operating real estate assets, impairment losses on depreciable real estate and real estate asset depreciation and amortization (which can differ across owners of similar assets in similar condition based on historical cost accounting and useful life estimates), FFO can help investors compare the operating performance of a company’s real estate across reporting periods and to the operating performance of other companies. 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 normalizedNormalized 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(or losses) from sales of real estate property, including gains or lossesgain (or loss) on re-measurement of equity method investments and impairment write-downs of depreciable real estate, plus real estate depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures.entities. Adjustments for unconsolidated partnerships and joint venturesentities will be calculated to reflect FFO on the same basis. We define normalizedNormalized FFO as FFO excluding the following income and expense items (which may be recurring in nature): (a) merger-relatedtransaction costs and expenses, including amortization of intangibles, transition and integration expenses and deal costs and expenses, including expenses and recoveries relating to acquisition lawsuits; (b) the impact of any expenses related to asset impairment and valuation allowances, the write-off of unamortized deferred financing fees, or additional costs, expenses, discounts, make-whole payments, penalties or premiums incurred as a result of early retirement or payment of our debt; (c) the non-cash effect of income tax benefits or expenses, the non-cash impact of changes to our executive equity compensation plan, derivative transactions that have non-cash mark-to-market impacts on our Consolidated Statements of Income and non-cash charges related to lease terminations;leases; (d) the financial impact of contingent consideration, severance-
| For the Years Ended December 31, | |||||||||||||||||||
| 2019 | 2018 | 2017 | 2016 | 2015 | |||||||||||||||
| (In thousands) | |||||||||||||||||||
| Net income attributable to common stockholders | $ | 433,016 | $ | 409,467 | $ | 1,356,470 | $ | 649,231 | $ | 417,843 | |||||||||
| Adjustments: | |||||||||||||||||||
| Real estate depreciation and amortization | 1,039,550 | 913,537 | 881,088 | 891,985 | 887,126 | ||||||||||||||
| Real estate depreciation related to noncontrolling interests | (9,762 | ) | (6,926 | ) | (7,565 | ) | (7,785 | ) | (7,906 | ) | |||||||||
| Real estate depreciation related to unconsolidated entities | 187 | 1,977 | 4,231 | 5,754 | 7,353 | ||||||||||||||
| (Gain) loss on real estate dispositions related to unconsolidated entities | (1,263 | ) | (875 | ) | (1,057 | ) | (439 | ) | 19 | ||||||||||
| (Gain) loss on re-measurement of equity interest upon acquisition, net | — | — | (3,027 | ) | — | 176 | |||||||||||||
| Impairment on equity method investment | — | 35,708 | — | — | — | ||||||||||||||
| Gain on real estate dispositions related to noncontrolling interests | 343 | 1,508 | 18 | — | — | ||||||||||||||
| Gain on real estate dispositions | (26,022 | ) | (46,247 | ) | (717,273 | ) | (98,203 | ) | (18,580 | ) | |||||||||
| Discontinued operations: | |||||||||||||||||||
| Loss (gain) on real estate dispositions | — | — | — | 1 | (231 | ) | |||||||||||||
| Depreciation on real estate assets | — | — | — | — | 79,608 | ||||||||||||||
| FFO attributable to common stockholders | 1,436,049 | 1,308,149 | 1,512,885 | 1,440,544 | 1,365,408 | ||||||||||||||
| Adjustments: | |||||||||||||||||||
| Change in fair value of financial instruments | (78 | ) | (18 | ) | (41 | ) | 62 | 460 | |||||||||||
| Non-cash income tax benefit | (58,918 | ) | (18,427 | ) | (22,387 | ) | (34,227 | ) | (42,384 | ) | |||||||||
| Effect of the 2017 Tax Act | — | (24,618 | ) | (36,539 | ) | — | — | ||||||||||||
| Loss on extinguishment of debt, net | 41,900 | 63,073 | 839 | 2,779 | 15,797 | ||||||||||||||
| Gain on non-real estate dispositions related to unconsolidated entities | (18 | ) | (2 | ) | (39 | ) | (557 | ) | — | ||||||||||
| Merger-related expenses, deal costs and re-audit costs | 18,208 | 38,145 | 14,823 | 28,290 | 152,344 | ||||||||||||||
| Amortization of other intangibles | 484 | 759 | 1,458 | 1,752 | 2,058 | ||||||||||||||
| Other items related to unconsolidated entities | 3,291 | 5,035 | 3,188 | — | — | ||||||||||||||
| Non-cash impact of changes to equity plan | 7,812 | 4,830 | 5,453 | — | — | ||||||||||||||
| Non-cash charges related to lease terminations | — | 21,299 | — | — | — | ||||||||||||||
| Natural disaster (recoveries) expenses, net | (25,683 | ) | 63,830 | 11,601 | — | — | |||||||||||||
| Normalized FFO attributable to common stockholders | $ | 1,423,047 | $ | 1,462,055 | $ | 1,491,241 | $ | 1,438,643 | $ | 1,493,683 | |||||||||
53
The following table sets forthsummarizes our FFO and Normalized FFO for each of the three years ended December 31, 2021 (dollars in thousands). The decrease in Normalized FFO for the year ended December 31, 2021 over the prior year is due to the impact of COVID-19 on our senior housing and triple-net lease segments, and decreased NOI from dispositions during 2020 and 2021, partially offset by a reconciliation of net income attributable to common stockholders to Adjusted EBITDA:
| For the Years Ended December 31, | |||||||||||
| 2019 | 2018 | 2017 | |||||||||
| (In thousands) | |||||||||||
| Net income attributable to common stockholders | $ | 433,016 | $ | 409,467 | $ | 1,356,470 | |||||
| Adjustments: | |||||||||||
| Interest | 451,662 | 442,497 | 448,196 | ||||||||
| Loss on extinguishment of debt, net | 41,900 | 58,254 | 754 | ||||||||
| Taxes (including amounts in general, administrative and professional fees) | (52,677 | ) | (37,230 | ) | (57,307 | ) | |||||
| Depreciation and amortization | 1,045,620 | 919,639 | 887,948 | ||||||||
| Non-cash stock-based compensation expense | 33,923 | 29,963 | 26,543 | ||||||||
| Merger-related expenses, deal costs and re-audit costs | 15,246 | 33,608 | 12,653 | ||||||||
| Net income attributable to noncontrolling interests, adjusted for consolidated joint venture partners’ share of EBITDA | (16,396 | ) | (10,420 | ) | (12,975 | ) | |||||
| Loss from unconsolidated entities, adjusted for Ventas share of EBITDA from unconsolidated entities | 32,462 | 86,278 | 32,219 | ||||||||
| Gain on real estate dispositions | (26,022 | ) | (46,247 | ) | (717,273 | ) | |||||
| Unrealized foreign currency (gains) losses | (1,061 | ) | 138 | (612 | ) | ||||||
| Changes in fair value of financial instruments | (104 | ) | (54 | ) | (61 | ) | |||||
| Gain on re-measurement of equity interest upon acquisition, net | — | — | (3,027 | ) | |||||||
| Non-cash charges related to lease terminations | — | 21,299 | — | ||||||||
| Natural disaster (recoveries) expenses, net | (25,981 | ) | 54,684 | 11,601 | |||||||
| Adjusted EBITDA | $ | 1,931,588 | $ | 1,961,876 | $ | 1,985,129 | |||||
| For the Years Ended December 31, | |||||||||||||||||
| 2021 | 2020 | 2019 | |||||||||||||||
| Net income attributable to common stockholders | $ | 49,008 | $ | 439,149 | $ | 433,016 | |||||||||||
| Adjustments: | |||||||||||||||||
| Depreciation and amortization on real estate assets | 1,192,856 | 1,104,114 | 1,039,550 | ||||||||||||||
| Depreciation on real estate assets related to noncontrolling interests | (18,498) | (16,767) | (9,762) | ||||||||||||||
| Depreciation on real estate assets related to unconsolidated entities | 17,888 | 4,986 | 187 | ||||||||||||||
| Gain on real estate dispositions related to unconsolidated entities | — | — | (1,263) | ||||||||||||||
| Gain (loss) on real estate dispositions related to noncontrolling interests | 302 | (9) | 343 | ||||||||||||||
| Gain on real estate dispositions | (218,788) | (262,218) | (26,022) | ||||||||||||||
| FFO attributable to common stockholders | 1,022,768 | 1,269,255 | 1,436,049 | ||||||||||||||
| Adjustments: | |||||||||||||||||
| Change in fair value of financial instruments | 1,207 | (21,928) | (78) | ||||||||||||||
| Non-cash income tax benefit | (1,224) | (98,114) | (58,918) | ||||||||||||||
| Loss on extinguishment of debt, net | 64,558 | 10,791 | 41,900 | ||||||||||||||
| Gain on transactions related to unconsolidated entities | (6,328) | (597) | (18) | ||||||||||||||
| Transaction expenses and deal costs | 54,874 | 34,690 | 18,208 | ||||||||||||||
| Amortization of other intangibles | (21,627) | 472 | 484 | ||||||||||||||
| Other items related to unconsolidated entities | 1,479 | (614) | 3,291 | ||||||||||||||
| Non-cash impact of changes to equity plan | 1,796 | (452) | 7,812 | ||||||||||||||
| Natural disaster expenses (recoveries), net | 10,147 | 1,247 | (25,683) | ||||||||||||||
| 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 | (9,074) | 34,543 | — | ||||||||||||||
| Normalized FFO attributable to common stockholders | $ | 1,118,576 | $ | 1,249,972 | $ | 1,423,047 | |||||||||||
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, property-level operating expenses and office building and other services costs. Cash receipts may differ due to straight-line recognition
of certain rental income and the application of other GAAP policies.
54
The following table sets forth a reconciliation of net income attributable to common stockholders to NOI:NOI (dollars in thousands):
| For the Years Ended December 31, | ||||||||||||||||||||||||||||
| 2021 | 2020 | 2019 | ||||||||||||||||||||||||||
| For the Years Ended December 31, | ||||||||||||||||||||||||||||
| 2019 | 2018 | 2017 | ||||||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||||
| Net income attributable to common stockholders | $ | 433,016 | $ | 409,467 | $ | 1,356,470 | Net income attributable to common stockholders | $ | 49,008 | $ | 439,149 | $ | 433,016 | |||||||||||||||
| Adjustments: | Adjustments: | |||||||||||||||||||||||||||
| Interest and other income | (10,984 | ) | (24,892 | ) | (6,034 | ) | Interest and other income | (14,809) | (7,609) | (10,984) | ||||||||||||||||||
| Interest | 451,662 | 442,497 | 448,196 | |||||||||||||||||||||||||
| Interest expense | Interest expense | 440,089 | 469,541 | 451,662 | ||||||||||||||||||||||||
| Depreciation and amortization | 1,045,620 | 919,639 | 887,948 | Depreciation and amortization | 1,197,403 | 1,109,763 | 1,045,620 | |||||||||||||||||||||
| General, administrative and professional fees | 165,996 | 151,982 | 135,490 | General, administrative and professional fees | 129,758 | 130,158 | 158,726 | |||||||||||||||||||||
| Loss on extinguishment of debt, net | 41,900 | 58,254 | 754 | Loss on extinguishment of debt, net | 59,299 | 10,791 | 41,900 | |||||||||||||||||||||
| Merger-related expenses and deal costs | 15,235 | 30,547 | 10,535 | |||||||||||||||||||||||||
| Discontinued operations | — | 10 | 110 | |||||||||||||||||||||||||
| Transaction expenses and deal costs | Transaction expenses and deal costs | 47,318 | 29,812 | 15,235 | ||||||||||||||||||||||||
| Allowance on loan receivable and investments | Allowance on loan receivable and investments | (9,082) | 24,238 | — | ||||||||||||||||||||||||
| Other | (17,609 | ) | 66,768 | 20,052 | Other | 37,110 | 707 | (10,339) | ||||||||||||||||||||
| Net income attributable to noncontrolling interests | 6,281 | 6,514 | 4,642 | Net income attributable to noncontrolling interests | 7,551 | 2,036 | 6,281 | |||||||||||||||||||||
| Loss from unconsolidated entities | 2,454 | 55,034 | 561 | |||||||||||||||||||||||||
| Income tax benefit | (56,310 | ) | (39,953 | ) | (59,799 | ) | ||||||||||||||||||||||
| (Income) loss from unconsolidated entities | (Income) loss from unconsolidated entities | (4,983) | (1,844) | 2,454 | ||||||||||||||||||||||||
| Income tax expense (benefit) | Income tax expense (benefit) | 4,827 | (96,534) | (56,310) | ||||||||||||||||||||||||
| Gain on real estate dispositions | (26,022 | ) | (46,247 | ) | (717,273 | ) | Gain on real estate dispositions | (218,788) | (262,218) | (26,022) | ||||||||||||||||||
| NOI | $ | 2,051,239 | $ | 2,029,620 | $ | 2,081,652 | NOI | $ | 1,724,701 | $ | 1,847,990 | $ | 2,051,239 | |||||||||||||||