UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
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| | |
| (Mark One) | | |
| x | | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the fiscal year ended December 31, 2013 |
| 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)
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| | |
Delaware (State or Other Jurisdiction of Incorporation or Organization) | | 61-1055020 (IRS Employer Identification No.) |
353 N. Clark Street, Suite 3300, Chicago, Illinois (Address of Principal Executive Offices) | | 60654 (Zip Code) |
(877) 483-6827
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act: |
| | |
| Title of Each Class | | Name of Each Exchange on Which Registered |
| Common Stock, par value $0.25 per share | | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
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 ¨ No x
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 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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment of this Form 10-K. x
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer x | | Accelerated filer ¨ | | Non-accelerated filer ¨ (Do not check if a smaller reporting company) | | Smaller reporting company ¨ |
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, computed by reference to the closing price of the common stock as reported on the New York Stock Exchange as of June 28, 2013, was $20.3 billion. For purposes of the foregoing calculation only, all directors, executive officers and 10% beneficial owners of the Registrant have been deemed affiliates.
As of August 29, 2014, 294,335,008 shares of the Registrant’s common stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s definitive Proxy Statement for the Annual Meeting of Stockholders held on May 15, 2014 are incorporated by reference into Part III, Items 10 through 14 of this Annual Report on Form 10-K.
Explanatory Note
This Amendment No. 1 to Ventas, Inc.’s (the “Company’s”) Annual Report on Form 10-K (the “Amendment”) for the year ended December 31, 2013, as filed with the Securities and Exchange Commission (the “SEC”) on February 18, 2014 (the “Original Filing”), is being filed to amend Part II, Items 8 and 9A, Part III, Item 14 and Part IV, Item 15 of the Original Filing following the re-audit of the Company’s consolidated financial statements for the fiscal years ended December 31, 2013 and 2012 and the related financial statement schedule and the effectiveness of the Company’s internal control over financial reporting as of December 31, 2013 under Section 404 of the Sarbanes-Oxley Act of 2002, as amended (collectively, the “Re-audit”), by its current independent registered public accounting firm, KPMG LLP (“KPMG”). The Re-audit by KPMG did not result in any adjustments or changes to the Company’s consolidated financial statements or related notes for the fiscal years ended December 31, 2013 and 2012 or the related financial statement schedule.
Part II, Item 8 of the Original Filing has been amended solely to include KPMG’s audit report on the Company’s consolidated financial statements for the fiscal years ended December 31, 2013 and 2012 and the related financial statement schedule and KPMG’s audit report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2013, which replace the corresponding reports of Ernst & Young LLP (“EY”) in the Original Filing that were withdrawn due solely to EY’s determination subsequent to the date of the Original Filing that it was not independent of the Company for the referenced periods. Part II, Item 9A of the Original Filing has been amended solely to disclose under “Management Report on Internal Control over Financial Reporting” and “Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting” that KPMG, not EY, audited the effectiveness of the Company’s internal control over financial reporting as of December 31, 2013 and issued a report thereon, which is included in this Amendment. Part III, Item 14 of the Original Filing has been amended to include disclosure regarding KPMG’s fees for completing the Re-Audit. Part IV, Item 15 of the Original Filing has been amended to include new certifications, as reflected in Exhibits 31.1, 31.2, 32.1, and 32.2, a consent from the Company’s current independent registered public accounting firm, KPMG, as reflected in Exhibit 23.1, and a new consent from the Company’s predecessor independent registered public accounting firm, EY, as reflected in Exhibit 23.2. No other changes have been made to the Original Filing.
This Amendment does not reflect events or transactions occurring after the date of the Original Filing or modify or update those disclosures that may have been affected by events or transactions occurring subsequent to such filing date, and, except as described above, all information and exhibits included in the Original Filing remain unchanged.
Background
As previously disclosed, on July 3, 2014, after the close of business, EY notified the Company that, in each case, due solely to a determination that EY was not independent of the Company for the referenced periods: (i) it was withdrawing its audit reports on the Company’s financial statements for the fiscal years ended December 31, 2012 and 2013 and its reports on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2012 and 2013, and that such reports should no longer be relied upon, and (ii) its quarterly review procedures with respect to the Company’s financial statements for the quarterly period ended March 31, 2014 should no longer be relied upon. EY stated that it had concluded it was not independent of the Company due solely to an inappropriate personal relationship between an EY partner, who, until June 30, 2014, was the EY lead audit partner on the Company’s 2014 audit and quarterly review and was previously an audit engagement partner on the Company’s 2013 and 2012 audits, and an individual in a financial reporting oversight role at the Company. EY did not bring any other matters to the Company’s attention that would affect the Company’s financial statements or internal control over financial reporting, and the Company continues to believe that the Company’s financial statements covering the referenced periods present fairly, in all material respects, the financial condition, results of operations and cash flows of the Company as of the end of and for the referenced periods and that the Company’s internal control over financial reporting was effective during these periods.
On July 5, 2014, the Company terminated EY as the Company’s registered public accounting firm, effective immediately, due to EY’s determination that it was not independent of the Company with respect to the above referenced periods, and not for any reason related to the Company’s financial reporting or accounting operations, policies or practices.
Effective on July 9, 2014, the Company’s Audit Committee engaged KPMG as the Company’s new independent registered public accounting firm: (i) to perform independent audit services for the fiscal year ending December 31, 2014, (ii) to re-audit the Company’s financial statements for the fiscal years ended December 31, 2012 and 2013 and the effectiveness of the Company’s internal control over financial reporting as of December 31, 2013 and (iii) to perform quarterly review procedures for the Company’s Quarterly Reports on Form 10-Q filed in 2014.
TABLE OF CONTENTS
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| Item 9A. | Control and Procedures | |
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PART II
ITEM 8. Financial Statements and Supplementary Data
Ventas, Inc.
Index to Consolidated Financial Statements and Financial Statement Schedules
MANAGEMENT REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management of Ventas, Inc. (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. Management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s internal control over financial reporting based on the original framework (1992 framework) established in a report entitled Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management has determined that the Company’s internal control over financial reporting as of December 31, 2013 was effective.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2013 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report included herein.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Stockholders and Board of Directors
Ventas, Inc.:
We have audited the accompanying consolidated balance sheets of Ventas, Inc. and subsidiaries (the Company) as of December 31, 2013 and 2012, and the related consolidated statements of income, comprehensive income, equity, and cash flows for the years ended December 31, 2013 and 2012, respectively. In connection with our audits of the consolidated financial statements, we also have audited the 2013 and 2012 information in financial statement Schedule III. These consolidated financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Ventas, Inc. and subsidiaries as of December 31, 2013 and 2012, and the results of their operations and their cash flows for the years ended December 31, 2013 and 2012, respectively, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the financial statement Schedule III when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the 2013 and 2012 information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated September 4, 2014 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
/s/ KPMG LLP
Chicago, Illinois
September 4, 2014
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Stockholders and Board of Directors
Ventas, Inc.
We have audited the accompanying consolidated statements of income, comprehensive income, equity, and cash flows of Ventas, Inc. for the year ended December 31, 2011. Our audit also included the 2011 information in financial statement Schedule III. These financial statements and financial statement schedule are the responsibility of Ventas, Inc.’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated results of operations and cash flows of Ventas, Inc. for the year ended December 31, 2011 in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the 2011 information set forth therein.
/s/ Ernst & Young LLP
Chicago, Illinois
September 2, 2014
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Stockholders and Board of Directors
Ventas, Inc.:
We have audited Ventas, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Ventas, Inc. and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of the Company as of December 31, 2013 and 2012, and the related consolidated statements of income, comprehensive income, equity, and cash flows for the years ended December 31, 2013 and 2012, respectively, and our report dated September 4, 2014 expressed an unqualified opinion on those consolidated financial statements.
/s/ KPMG LLP
Chicago, Illinois
September 4, 2014
VENTAS, INC.
CONSOLIDATED BALANCE SHEETS
As of December 31, 2013 and 2012
(In thousands, except per share amounts)
|
| | | | | | | |
| | 2013 | | 2012 |
| | (In thousands, except per share amounts) |
| Assets | | | |
| Real estate investments: | | | |
| Land and improvements | $ | 1,855,968 |
| | $ | 1,772,417 |
|
| Buildings and improvements | 18,457,028 |
| | 16,920,821 |
|
| Construction in progress | 80,415 |
| | 70,665 |
|
| Acquired lease intangibles | 1,010,181 |
| | 981,704 |
|
| | 21,403,592 |
| | 19,745,607 |
|
| Accumulated depreciation and amortization | (3,328,006 | ) | | (2,634,075 | ) |
| Net real estate property | 18,075,586 |
| | 17,111,532 |
|
| Secured loans receivable and investments, net | 376,229 |
| | 635,002 |
|
| Investments in unconsolidated entities | 91,656 |
| | 95,409 |
|
| Net real estate investments | 18,543,471 |
| | 17,841,943 |
|
| Cash and cash equivalents | 94,816 |
| | 67,908 |
|
| Escrow deposits and restricted cash | 84,657 |
| | 105,913 |
|
| Deferred financing costs, net | 62,215 |
| | 42,551 |
|
| Other assets | 946,335 |
| | 921,685 |
|
| Total assets | $ | 19,731,494 |
| | $ | 18,980,000 |
|
| Liabilities and equity | | | |
| Liabilities: | | | |
| Senior notes payable and other debt | $ | 9,364,992 |
| | $ | 8,413,646 |
|
| Accrued interest | 54,349 |
| | 47,565 |
|
| Accounts payable and other liabilities | 1,001,515 |
| | 995,156 |
|
| Deferred income taxes | 250,167 |
| | 259,715 |
|
| Total liabilities | 10,671,023 |
| | 9,716,082 |
|
| Redeemable OP unitholder and noncontrolling interests | 156,660 |
| | 174,555 |
|
| Commitments and contingencies |
| |
|
| Equity: | | | |
| Ventas stockholders’ equity: | | | |
| Preferred stock, $1.00 par value; 10,000 shares authorized, unissued | — |
| | — |
|
| Common stock, $0.25 par value; 600,000 shares authorized, 297,901 and 295,565 shares issued at December 31, 2013 and 2012, respectively | 74,488 |
| | 73,904 |
|
| Capital in excess of par value | 10,078,592 |
| | 9,920,962 |
|
| Accumulated other comprehensive income | 19,659 |
| | 23,354 |
|
| Retained earnings (deficit) | (1,126,541 | ) | | (777,927 | ) |
| Treasury stock, 3,712 and 3,699 shares at December 31, 2013 and 2012, respectively | (221,917 | ) | | (221,165 | ) |
| Total Ventas stockholders’ equity | 8,824,281 |
| | 9,019,128 |
|
| Noncontrolling interest | 79,530 |
| | 70,235 |
|
| Total equity | 8,903,811 |
| | 9,089,363 |
|
| Total liabilities and equity | $ | 19,731,494 |
| | $ | 18,980,000 |
|
See accompanying notes.
VENTAS, INC.
CONSOLIDATED STATEMENTS OF INCOME
For the Years Ended December 31, 2013, 2012 and 2011 |
| | | | | | | | | | | |
| | 2013 | | 2012 | | 2011 |
| | (In thousands, except per share amounts) |
| Revenues: | | | | | |
| Rental income: | | | | | |
| Triple-net leased | $ | 875,877 |
| | $ | 818,000 |
| | $ | 627,723 |
|
| Medical office buildings | 450,107 |
| | 360,849 |
| | 166,079 |
|
| | 1,325,984 |
| | 1,178,849 |
| | 793,802 |
|
| Resident fees and services | 1,406,005 |
| | 1,227,124 |
| | 865,800 |
|
| Medical office building and other services revenue | 17,809 |
| | 20,741 |
| | 36,471 |
|
| Income from loans and investments | 58,208 |
| | 39,913 |
| | 34,415 |
|
| Interest and other income | 2,047 |
| | 1,106 |
| | 1,216 |
|
| Total revenues | 2,810,053 |
| | 2,467,733 |
| | 1,731,704 |
|
| Expenses: | | | | | |
| Interest | 334,484 |
| | 288,276 |
| | 223,804 |
|
| Depreciation and amortization | 721,959 |
| | 714,505 |
| | 444,193 |
|
| Property-level operating expenses: | | | | | |
| Senior living | 956,684 |
| | 841,022 |
| | 588,095 |
|
| Medical office buildings | 152,948 |
| | 125,400 |
| | 56,987 |
|
| | 1,109,632 |
| | 966,422 |
| | 645,082 |
|
| Medical office building services costs | 8,315 |
| | 9,883 |
| | 27,082 |
|
| General, administrative and professional fees | 115,106 |
| | 98,510 |
| | 74,537 |
|
| Loss on extinguishment of debt, net | 1,201 |
| | 37,640 |
| | 27,604 |
|
| Litigation proceeds, net | — |
| | — |
| | (202,259 | ) |
| Merger-related expenses and deal costs | 21,634 |
| | 63,183 |
| | 153,923 |
|
| Other | 18,732 |
| | 6,940 |
| | 7,270 |
|
| Total expenses | 2,331,063 |
| | 2,185,359 |
| | 1,401,236 |
|
| Income before (loss) income from unconsolidated entities, income taxes, discontinued operations and noncontrolling interest | 478,990 |
| | 282,374 |
| | 330,468 |
|
| (Loss) income from unconsolidated entities | (508 | ) | | 18,154 |
| | (52 | ) |
| Income tax benefit | 11,828 |
| | 6,282 |
| | 30,660 |
|
| Income from continuing operations | 490,310 |
| | 306,810 |
| | 361,076 |
|
| Discontinued operations | (35,421 | ) | | 54,965 |
| | 2,185 |
|
| Net income | 454,889 |
| | 361,775 |
| | 363,261 |
|
| Net income (loss) attributable to noncontrolling interest | 1,380 |
| | (1,025 | ) | | (1,232 | ) |
| Net income attributable to common stockholders | $ | 453,509 |
| | $ | 362,800 |
| | $ | 364,493 |
|
| Earnings per common share: | | | | | |
| Basic: | | | | | |
| Income from continuing operations attributable to common stockholders | $ | 1.67 |
| | $ | 1.05 |
| | $ | 1.59 |
|
| Discontinued operations | (0.12 | ) | | 0.19 |
| | 0.01 |
|
| Net income attributable to common stockholders | $ | 1.55 |
| | $ | 1.24 |
| | $ | 1.60 |
|
| Diluted: | | | | | |
| Income from continuing operations attributable to common stockholders | $ | 1.66 |
| | $ | 1.04 |
| | $ | 1.57 |
|
| Discontinued operations | (0.12 | ) | | 0.19 |
| | 0.01 |
|
| Net income attributable to common stockholders | $ | 1.54 |
| | $ | 1.23 |
| | $ | 1.58 |
|
| Weighted average shares used in computing earnings per common share: | | | | | |
| Basic | 292,654 |
| | 292,064 |
| | 228,453 |
|
| Diluted | 295,110 |
| | 294,488 |
| | 230,790 |
|
See accompanying notes.
VENTAS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Years Ended December 31, 2013, 2012 and 2011
|
| | | | | | | | | | | |
| | 2013 | | 2012 | | 2011 |
| | (In thousands) |
| | | | | | |
| Net income | $ | 454,889 |
| | $ | 361,775 |
| | $ | 363,261 |
|
| Other comprehensive income (loss): | | | | | |
| Foreign currency translation | (5,422 | ) | | 2,375 |
| | (1,944 | ) |
| Change in unrealized gain on marketable debt securities | (1,023 | ) | | (1,296 | ) | | (2,691 | ) |
| Other | 2,750 |
| | 213 |
| | (171 | ) |
| Total other comprehensive (loss) income | (3,695 | ) | | 1,292 |
| | (4,806 | ) |
| Comprehensive income | 451,194 |
| | 363,067 |
| | 358,455 |
|
| Comprehensive income (loss) attributable to noncontrolling interest | 1,380 |
| | (1,025 | ) | | (1,232 | ) |
| Comprehensive income attributable to common stockholders | $ | 449,814 |
| | $ | 364,092 |
| | $ | 359,687 |
|
See accompanying notes.
VENTAS, INC.
CONSOLIDATED STATEMENTS OF EQUITY
For the Years Ended December 31, 2013, 2012 and 2011 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Common Stock Par Value | | Capital in Excess of Par Value | | Accumulated Other Comprehensive Income | | Retained Earnings (Deficit) | | Treasury Stock | | Total Ventas Stockholders’ Equity | | Non- controlling Interest | | Total Equity |
| | (In thousands, except per share amounts) |
| Balance at January 1, 2011 | $ | 39,391 |
| | $ | 2,576,843 |
| | $ | 26,868 |
| | $ | (255,628 | ) | | $ | (748 | ) | | $ | 2,386,726 |
| | $ | 3,479 |
| | $ | 2,390,205 |
|
| Net income (loss) | — |
| | — |
| | — |
| | 364,493 |
| | — |
| | 364,493 |
| | (1,232 | ) | | 363,261 |
|
| Other comprehensive loss | — |
| | — |
| | (4,806 | ) | | — |
| | — |
| | (4,806 | ) | | — |
| | (4,806 | ) |
| Acquisition-related activity | 31,181 |
| | 6,711,081 |
| | — |
| | — |
| | (4,326 | ) | | 6,737,936 |
| | 81,192 |
| | 6,819,128 |
|
| Net change in noncontrolling interest | — |
| | (3,188 | ) | | — |
| | — |
| | — |
| | (3,188 | ) | | (2,452 | ) | | (5,640 | ) |
| Dividends to common stockholders—$2.30 per share | — |
| | — |
| | — |
| | (521,046 | ) | | — |
| | (521,046 | ) | | — |
| | (521,046 | ) |
| Issuance of common stock | 1,627 |
| | 297,931 |
| | — |
| | — |
| | — |
| | 299,558 |
| | — |
| | 299,558 |
|
| Issuance of common stock for stock plans | 9 |
| | 18,999 |
| | — |
| | — |
| | 3,293 |
| | 22,301 |
| | — |
| | 22,301 |
|
| Adjust redeemable OP unitholder interests to current fair value | — |
| | (4,442 | ) | | — |
| | — |
| | — |
| | (4,442 | ) | | — |
| | (4,442 | ) |
| Purchase of OP units | — |
| | (52 | ) | | — |
| | — |
| | — |
| | (52 | ) | | — |
| | (52 | ) |
| Grant of restricted stock, net of forfeitures | 32 |
| | (3,589 | ) | | — |
| | — |
| | 1,034 |
| | (2,523 | ) | | — |
| | (2,523 | ) |
| Balance at December 31, 2011 | 72,240 |
| | 9,593,583 |
| | 22,062 |
| | (412,181 | ) | | (747 | ) | | 9,274,957 |
| | 80,987 |
| | 9,355,944 |
|
| Net income (loss) | — |
| | — |
| | — |
| | 362,800 |
| | — |
| | 362,800 |
| | (1,025 | ) | | 361,775 |
|
| Other comprehensive income | — |
| | — |
| | 1,292 |
| | — |
| | — |
| | 1,292 |
| | — |
| | 1,292 |
|
| Acquisition-related activity | — |
| | (8,571 | ) | | — |
| | — |
| | (221,076 | ) | | (229,647 | ) | | (9,429 | ) | | (239,076 | ) |
| Net change in noncontrolling interest | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (5,194 | ) | | (5,194 | ) |
| Dividends to common stockholders—$2.48 per share | — |
| | — |
| | — |
| | (728,546 | ) | | — |
| | (728,546 | ) | | — |
| | (728,546 | ) |
| Issuance of common stock | 1,495 |
| | 340,974 |
| | — |
| | — |
| | — |
| | 342,469 |
| | — |
| | 342,469 |
|
| Issuance of common stock for stock plans | 128 |
| | 22,126 |
| | — |
| | — |
| | 2,841 |
| | 25,095 |
| | — |
| | 25,095 |
|
| Change in redeemable noncontrolling interest | — |
| | (17,317 | ) | | — |
| | — |
| | — |
| | (17,317 | ) | | 4,896 |
| | (12,421 | ) |
| Adjust redeemable OP unitholder interests to current fair value | — |
| | (19,819 | ) | | — |
| | — |
| | — |
| | (19,819 | ) | | — |
| | (19,819 | ) |
| Purchase of OP units | 3 |
| | (1,651 | ) | | — |
| | — |
| | 324 |
| | (1,324 | ) | | — |
| | (1,324 | ) |
| Grant of restricted stock, net of forfeitures | 38 |
| | 11,637 |
| | — |
| | — |
| | (2,507 | ) | | 9,168 |
| | — |
| | 9,168 |
|
| Balance at December 31, 2012 | 73,904 |
| | 9,920,962 |
| | 23,354 |
| | (777,927 | ) | | (221,165 | ) | | 9,019,128 |
| | 70,235 |
| | 9,089,363 |
|
| Net income | — |
| | — |
| | — |
| | 453,509 |
| | — |
| | 453,509 |
| | 1,380 |
| | 454,889 |
|
| Other comprehensive loss | — |
| | — |
| | (3,695 | ) | | — |
| | — |
| | (3,695 | ) | | — |
| | (3,695 | ) |
| Acquisition-related activity | — |
| | (762 | ) | | — |
| | — |
| | — |
| | (762 | ) | | 12,717 |
| | 11,955 |
|
| Net change in noncontrolling interest | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (8,202 | ) | | (8,202 | ) |
| Dividends to common stockholders—$2.735 per share | — |
| | — |
| | — |
| | (802,123 | ) | | — |
| | (802,123 | ) | | — |
| | (802,123 | ) |
| Issuance of common stock | 517 |
| | 140,826 |
| | — |
| | — |
| | — |
| | 141,343 |
| | — |
| | 141,343 |
|
| Issuance of common stock for stock plans | 19 |
| | 5,983 |
| | — |
| | — |
| | 6,638 |
| | 12,640 |
| | — |
| | 12,640 |
|
| Change in redeemable noncontrolling interest | — |
| | (13,751 | ) | | — |
| | — |
| | — |
| | (13,751 | ) | | 3,400 |
| | (10,351 | ) |
| Adjust redeemable OP unitholder interests to current fair value | — |
| | 8,683 |
| | — |
| | — |
| | — |
| | 8,683 |
| | — |
| | 8,683 |
|
| Purchase of OP units | — |
| | (579 | ) | | — |
| | — |
| | 502 |
| | (77 | ) | | — |
| | (77 | ) |
| Grant of restricted stock, net of forfeitures | 48 |
| | 17,230 |
| | — |
| | — |
| | (7,892 | ) | | 9,386 |
| | — |
| | 9,386 |
|
| Balance at December 31, 2013 | $ | 74,488 |
| | $ | 10,078,592 |
| | $ | 19,659 |
| | $ | (1,126,541 | ) | | $ | (221,917 | ) | | $ | 8,824,281 |
| | $ | 79,530 |
| | $ | 8,903,811 |
|
See accompanying notes.
VENTAS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2013, 2012 and 2011
|
| | | | | | | | | | | |
| | 2013 | | 2012 | | 2011 |
| | (In thousands) |
| Cash flows from operating activities: | | | | | |
| Net income | $ | 454,889 |
| | $ | 361,775 |
| | $ | 363,261 |
|
| Adjustments to reconcile net income to net cash provided by operating activities: | | | | | |
| Depreciation and amortization (including amounts in discontinued operations) | 769,881 |
| | 764,775 |
| | 459,704 |
|
| Amortization of deferred revenue and lease intangibles, net | (15,793 | ) | | (17,118 | ) | | (12,159 | ) |
| Other non-cash amortization | (16,745 | ) | | (39,943 | ) | | (13,163 | ) |
| Stock-based compensation | 20,653 |
| | 20,784 |
| | 19,346 |
|
| Straight-lining of rental income, net | (30,540 | ) | | (24,042 | ) | | (14,885 | ) |
| Loss on extinguishment of debt, net | 1,048 |
| | 37,640 |
| | 27,604 |
|
| Gain on real estate dispositions, net (including amounts in discontinued operations) | (3,617 | ) | | (80,952 | ) | | — |
|
| Gain on real estate loan investments | (5,056 | ) | | (5,230 | ) | | (3,255 | ) |
| Gain on sale of marketable securities | (856 | ) | | — |
| | (733 | ) |
| Income tax benefit (including amounts in discontinued operations) | (11,828 | ) | | (6,286 | ) | | (31,137 | ) |
| Loss (income) from unconsolidated entities | 1,748 |
| | (1,509 | ) | | 52 |
|
| Gain on re-measurement of equity interest upon acquisition, net | (1,241 | ) | | (16,645 | ) | | — |
|
| Other | 8,407 |
| | 10,414 |
| | 7,405 |
|
| Changes in operating assets and liabilities: | | | | | |
| (Increase) decrease in other assets | (690 | ) | | 3,756 |
| | 424 |
|
| Increase (decrease) in accrued interest | 6,806 |
| | 9,969 |
| | (9,150 | ) |
| Decrease (increase) in accounts payable and other liabilities | 17,689 |
| | (24,572 | ) | | (20,117 | ) |
| Net cash provided by operating activities | 1,194,755 |
| | 992,816 |
| | 773,197 |
|
| Cash flows from investing activities: | | | | | |
| Net investment in real estate property | (1,437,002 | ) | | (1,453,065 | ) | | (531,605 | ) |
| Purchase of private investment funds | — |
| | (276,419 | ) | | — |
|
| Purchase of noncontrolling interest | (14,331 | ) | | (3,934 | ) | | (3,319 | ) |
| Investment in loans receivable and other | (37,963 | ) | | (452,558 | ) | | (628,133 | ) |
| Proceeds from real estate disposals | 35,591 |
| | 149,045 |
| | 20,618 |
|
| Proceeds from loans receivable | 325,518 |
| | 43,219 |
| | 220,179 |
|
| Proceeds from sale or maturity of marketable securities | 5,493 |
| | 37,500 |
| | 23,050 |
|
| Funds held in escrow for future development expenditures | 19,458 |
| | (28,050 | ) | | — |
|
| Development project expenditures | (95,741 | ) | | (114,002 | ) | | (47,591 | ) |
| Capital expenditures | (81,614 | ) | | (69,430 | ) | | (50,473 | ) |
| Other | (2,169 | ) | | (1,995 | ) | | (165 | ) |
| Net cash used in investing activities | (1,282,760 | ) | | (2,169,689 | ) | | (997,439 | ) |
| Cash flows from financing activities: | | | | | |
| Net change in borrowings under credit facilities | (164,029 | ) | | 84,938 |
| | 537,452 |
|
| Proceeds from debt | 2,767,546 |
| | 2,710,405 |
| | 1,343,640 |
|
| Repayment of debt | (1,792,492 | ) | | (1,193,023 | ) | | (1,388,962 | ) |
| Payment of deferred financing costs | (31,277 | ) | | (23,770 | ) | | (20,040 | ) |
| Issuance of common stock, net | 141,343 |
| | 342,469 |
| | 299,847 |
|
| Cash distribution to common stockholders | (802,123 | ) | | (728,546 | ) | | (521,046 | ) |
| Cash distribution to redeemable OP unitholders | (5,040 | ) | | (4,446 | ) | | (2,359 | ) |
| Purchases of redeemable OP units | (659 | ) | | (4,601 | ) | | (185 | ) |
| Contributions from noncontrolling interest | 2,395 |
| | 38 |
| | 2 |
|
| Distributions to noncontrolling interest | (9,286 | ) | | (5,215 | ) | | (2,556 | ) |
| Other | 8,618 |
| | 20,665 |
| | 2,489 |
|
| Net cash provided by financing activities | 114,996 |
| | 1,198,914 |
| | 248,282 |
|
| Net increase in cash and cash equivalents | 26,991 |
| | 22,041 |
| | 24,040 |
|
| Effect of foreign currency translation on cash and cash equivalents | (83 | ) | | 60 |
| | (45 | ) |
| Cash and cash equivalents at beginning of period | 67,908 |
| | 45,807 |
| | 21,812 |
|
| Cash and cash equivalents at end of period | $ | 94,816 |
| | $ | 67,908 |
| | $ | 45,807 |
|
VENTAS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
For the Years Ended December 31, 2013, 2012 and 2011
|
| | | | | | | | | | | |
| | 2013 | | 2012 | | 2011 |
| | (In thousands) |
| Supplemental disclosure of cash flow information: | | | | | |
| Interest paid including swap payments and receipts | $ | 338,311 |
| | $ | 329,655 |
| | $ | 257,175 |
|
| Supplemental schedule of non-cash activities: | | | | | |
| Assets and liabilities assumed from acquisitions: | | | | | |
| Real estate investments | $ | 223,955 |
| | $ | 582,694 |
| | $ | 10,973,093 |
|
| Utilization of funds held for an Internal Revenue Code Section 1031 exchange | — |
| | (134,003 | ) | | — |
|
| Other assets acquired | 6,635 |
| | 77,730 |
| | 594,176 |
|
| Debt assumed | 183,848 |
| | 412,825 |
| | 3,651,089 |
|
| Other liabilities | 29,868 |
| | 70,391 |
| | 952,279 |
|
| Deferred income tax liability | 5,181 |
| | 4,299 |
| | 43,889 |
|
| Redeemable OP unitholder interests | — |
| | — |
| | 100,888 |
|
| Noncontrolling interests | 11,693 |
| | 34,580 |
| | 81,192 |
|
| Equity issued | — |
| | 4,326 |
| | 6,737,932 |
|
| Debt transferred on the sale of assets | — |
| | 14,535 |
| | — |
|
See accompanying notes.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1—Description of Business
Ventas, Inc. (together with its subsidiaries, unless otherwise indicated or except where the context otherwise requires, “we,” “us” or “our”), an S&P 500 company, is a real estate investment trust (“REIT”) with a highly diversified portfolio of seniors housing and healthcare properties located throughout the United States and Canada. As of December 31, 2013, we owned nearly 1,500 properties, including seniors housing communities, medical office buildings (“MOBs”), skilled nursing and other facilities, and hospitals, in 46 states, the District of Columbia and two Canadian provinces, and we had three new properties under development. Our company is currently headquartered in Chicago, Illinois.
We primarily acquire and own seniors housing and healthcare properties and lease them to unaffiliated tenants or operate them through independent third-party managers. As of December 31, 2013, we leased a total of 907 properties (excluding MOBs and properties classified as held for sale) to various healthcare operating companies under “triple-net” or “absolute-net” leases that obligate the tenants to pay all property-related expenses, including maintenance, utilities, repairs, taxes, insurance and capital expenditures, and we engaged independent operators, such as Atria Senior Living, Inc. (“Atria”) and Sunrise Senior Living, LLC (together with its subsidiaries, “Sunrise”), to manage a total of 239 of our seniors housing communities pursuant to long-term management agreements. Our two largest tenants, Brookdale Senior Living Inc. (together with its subsidiaries, “Brookdale Senior Living”) and Kindred Healthcare, Inc. (together with its subsidiaries, “Kindred”) leased from us 145 properties (excluding six properties included in investments in unconsolidated entities) and 142 properties, respectively, as of December 31, 2013.
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 unsecured loans and other investments relating to seniors housing and healthcare operators or properties.
Note 2—Accounting Policies
Principles of Consolidation
The accompanying Consolidated Financial Statements include our accounts and the accounts of our wholly owned subsidiaries and the joint venture entities over which we exercise control. All intercompany transactions and balances have been eliminated in consolidation, and our net earnings are reduced by the portion of net earnings attributable to noncontrolling interests.
U.S. generally accepted accounting principles (“GAAP”) requires us to identify entities for which control is achieved through means other than voting rights and to determine which business enterprise is the primary beneficiary of variable interest entities (“VIEs”). A VIE is broadly defined as an entity with one or more of the following characteristics: (a) the total equity investment at risk is insufficient to finance the entity’s activities without additional subordinated financial support; (b) as a group, the holders of the equity investment at risk lack (i) the ability to make decisions about the entity’s activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; or (c) the equity investors have voting rights that are not proportional to their economic interests, and substantially all of the entity’s activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. We consolidate our investment in a VIE when we determine that we are its primary beneficiary. We may change our original assessment of a VIE upon subsequent events such as the modification of contractual arrangements that affects the characteristics or adequacy of the entity’s equity investments at risk and the disposition of all or a portion of an interest held by the primary beneficiary.
We identify the primary beneficiary of a VIE as the enterprise that has both: (i) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance; and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the entity. We perform this analysis on an ongoing basis.
As it relates to investments in joint ventures, GAAP may preclude consolidation by the sole general partner in certain circumstances based on the type of rights held by the limited partner(s). We assess limited partners’ rights and their impact on the presumption of control of the limited partnership by the sole general partner when an investor becomes the sole general partner, and we reassess if there is a change to the terms or in the exercisability of the rights of the limited partners, the sole general partner increases or decreases its ownership of limited partnership interests, or there is an increase or decrease in the
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
number of outstanding limited partnership interests. We also apply this guidance to managing member interests in limited liability companies.
Investments in Unconsolidated Entities
We report investments in unconsolidated entities over whose operating and financial policies we have the ability to exercise significant influence under the equity method of accounting. Under this method of accounting, our share of the investee’s earnings or losses is included in our Consolidated Statements of Income.
We base the initial carrying value of investments in unconsolidated entities on the fair value of the assets at the time we acquired the joint venture interest. We estimate fair values for our equity method investments based on discounted cash flow models that include all estimated cash inflows and outflows over a specified holding period and, where applicable, any estimated debt premiums or discounts. The capitalization rates, discount rates and credit spreads we use in these models are based upon assumptions that we believe to be within a reasonable range of current market rates for the respective investments.
We generally amortize any difference between our cost basis and the basis reflected at the joint venture level over the lives of the related assets and liabilities and include that amortization in our share of income or loss from unconsolidated entities. For earnings of equity method investments with pro rata distribution allocations, net income or loss is allocated between the partners in the joint venture based on their respective stated ownership percentages. In other instances, net income or loss is allocated between the partners in the joint venture based on the hypothetical liquidation at book value method (the “HLBV method”). Under the HLBV method, net income or loss is allocated between the partners based on the difference between each partner’s claim on the net assets of the joint venture at the end and beginning of the period, after taking into account contributions and distributions. Each partner’s share of the net assets of the joint venture is calculated as the amount that the partner would receive if the joint venture were to liquidate all of its assets at net book value and distribute the resulting cash to creditors and partners in accordance with their respective priorities. Under this method, in any given period, we could record more or less income than the joint venture has generated, than actual cash distributions received or than the amount we may receive in the event of an actual liquidation.
Redeemable OP Unitholder and Noncontrolling Interests
We own a majority interest in NHP/PMB L.P. (“NHP/PMB”), a limited partnership formed in 2008 to acquire properties from entities affiliated with Pacific Medical Buildings LLC. We consolidate NHP/PMB, as our wholly owned subsidiary is the general partner and exercises control of the partnership. As of December 31, 2013, third party investors owned 2,451,878 Class A limited partnership units in NHP/PMB (“OP Units”), which represented 28.1% of the total units then outstanding, and we owned 6,287,831 Class B limited partnership units in NHP/PMB, representing the remaining 71.9%. At any time following the first anniversary of the date of their issuance, the OP Units may be redeemed at the election of the holder for cash or, at our option, 0.7866 shares of our common stock per unit, subject to adjustment in certain circumstances. We are party by assumption to a registration rights agreement with the holders of the OP Units that requires us, subject to the terms and conditions set forth therein, to file and maintain a registration statement relating to the issuance of shares of our common stock upon redemption of OP Units.
As redemption rights are outside of our control, the redeemable OP unitholder interests are classified outside of permanent equity on our Consolidated Balance Sheets. We reflect the redeemable OP unitholder interests at the greater of cost or fair value. As of December 31, 2013 and 2012, the fair value of the redeemable OP unitholder interests was $111.6 million and $114.9 million, respectively. We recognize changes in fair value through capital in excess of par value, net of cash distributions paid and purchases by us of any OP Units. Our diluted earnings per share (“EPS”) includes the effect of any potential shares outstanding from redemption of the OP Units.
Certain noncontrolling interests of other consolidated joint ventures were also classified as redeemable at December 31, 2013 and 2012. Accordingly, we record the carrying amount of these noncontrolling interests at the greater of their initial carrying amount (increased or decreased for the noncontrolling interest’s share of net income or loss and distributions) or the redemption value. With respect to these joint ventures, our joint venture partner has certain redemption rights that are outside our control and the redeemable noncontrolling interests are classified outside of permanent equity on our Consolidated Balance Sheets. We recognize changes in carrying value of redeemable noncontrolling interests through capital in excess of par value.
Noncontrolling Interests
Other than redeemable noncontrolling interests described above, we present the portion of any equity that we do not own in entities that we control (and thus consolidate) as noncontrolling interests and classify such interests as a component of consolidated equity, separate from total Ventas stockholders’ equity, on our Consolidated Balance Sheets. For earnings of consolidated joint ventures with pro rata distribution allocations, net income or loss is allocated between the partners in the
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
joint venture based on their respective stated ownership percentages. In other instances, net income or loss is allocated between the partners in the joint venture based on the HLBV method. We account for purchases or sales of equity interests that do not result in a change of control as equity transactions, through capital in excess of par value. In addition, we include net income attributable to the noncontrolling interests in net income in our Consolidated Statements of Income.
Accounting Estimates
The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions regarding future events that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Business Combinations
We account for acquisitions using the acquisition method and allocate the cost of the businesses acquired among tangible and recognized intangible assets and liabilities based upon their estimated fair values as of the acquisition date. Recognized intangibles primarily include the value of in-place leases, acquired lease contracts, tenant and customer relationships, trade names/trademarks and goodwill. We do not amortize goodwill, which represents the excess of the purchase price paid over the fair value of the net assets of the acquired business and is included in other assets on our Consolidated Balance Sheets.
We estimate the fair value of buildings acquired on an as-if-vacant basis and depreciate the building value over the estimated remaining life of the building, not to exceed 35 years. We determine the allocated 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 interest expense until the development has reached substantial completion. Construction in progress, including capitalized interest, is not depreciated until the development has reached substantial completion.
The fair value of acquired lease-related intangibles, if any, reflects: (i) the estimated value of any above and/or below market leases, determined by discounting the difference between the estimated market rent and in-place lease rent; and (ii) the estimated value of in-place leases related to the cost to obtain tenants, including leasing commissions, and an estimated value of the absorption period to reflect the value of the rent and recovery costs foregone during a reasonable lease-up period as if the acquired space was vacant. We amortize any acquired lease-related intangibles to revenue or amortization expense over the remaining life of the associated lease plus any assumed bargain renewal periods. If a lease is terminated prior to its stated expiration or not renewed upon expiration, we recognize all unamortized amounts of lease-related intangibles associated with that lease in operations at that time.
We estimate the fair value of purchase option intangible assets and liabilities 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. Net real estate property for which we have recorded a tenant purchase option intangible liability (excluding properties classified as held for sale) was $386.4 million and $432.5 million at December 31, 2013 and 2012, respectively.
We estimate the fair value of tenant or other customer relationships acquired, if any, by considering the nature and extent of existing business relationships with the tenant or customer, growth prospects for developing new business with the tenant or customer, the tenant’s credit quality, expectations of lease renewals with the tenant, and the potential for significant, additional future leasing arrangements with the tenant, and we amortize that value over the expected life of the associated arrangements or leases, including the remaining terms of the related leases and any expected renewal periods. We estimate the fair value of trade names and trademarks using a royalty rate methodology and amortize that value over the estimated useful life of the trade name or trademark.
In connection with a business combination, we may assume rights and obligations under certain lease agreements pursuant to which we become the lessee of a given property. We 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 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
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Consolidated Statements of Income over the applicable lease term. 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.
We determine the fair value of loans receivable acquired in connection with a business combination by discounting the estimated future cash flows using current interest rates at which similar loans on the same terms and having the same maturities would be made to borrowers with similar credit ratings. The estimated future cash flows already reflect our judgment regarding the uncertainty of those cash flows, so we do not establish a valuation allowance at the acquisition date. We recognize the difference between the acquisition date fair value and the total expected cash flows as interest income using an effective interest method over the life of the applicable loan. Subsequent to the acquisition date, we evaluate changes regarding the uncertainty of future cash flows and the need for a valuation allowance.
We estimate the fair value of noncontrolling interests assumed using assumptions that are consistent with those used in valuing all of the underlying assets and liabilities.
We calculate the fair value of long-term debt by discounting the remaining contractual cash flows on each instrument at the current market rate for those borrowings, which we approximate based on the rate at which we would expect to incur a replacement instrument on the date of acquisition, and recognize any fair value adjustments related to long-term debt as effective yield adjustments over the remaining term of the instrument.
Impairment of Long-Lived and Intangible Assets
We periodically evaluate our long-lived assets, primarily consisting of investments in real estate, for impairment indicators. If indicators of impairment are present, we evaluate the carrying value of the related real estate investments in relation to the future undiscounted cash flows of the underlying operations. In performing this evaluation, we consider market conditions and our current intentions with respect to holding or disposing of the asset. We adjust the net book value of leased properties and other long-lived assets to fair value if the sum of the expected future undiscounted cash flows, including sales proceeds, is less than book value. We recognize an impairment loss at the time we make any such determination. We recorded real estate impairment charges of $51.5 million, $35.6 million, and $0 for the years ended December 31, 2013, 2012 and 2011, respectively, primarily related to our triple-net leased properties reportable business segment. These charges are recorded primarily as a component of depreciation and amortization in both continuing and discontinued operations in our Consolidated Statements of Income.
If impairment indicators arise with respect to intangible assets with finite useful lives, we evaluate impairment by comparing the carrying amount of the asset to the estimated future undiscounted net cash flows expected to be generated by the asset. If estimated future undiscounted net cash flows are less than the carrying amount of the asset, then we estimate the fair value of the asset and compare the estimated fair value to the intangible asset’s carrying value. We recognize any shortfall from carrying value as an impairment loss in the current period.
We evaluate our investments in unconsolidated entities for impairment at least annually, and whenever events or changes in circumstances indicate that the carrying value of our investment may exceed its fair value. If we determine that a decline in the fair value of our investment in an unconsolidated entity is other-than-temporary, and if such reduced fair value is below the carrying value, we record an impairment. The determination of the fair value of investments in unconsolidated entities involves significant judgment. Our estimates consider all available evidence, including, as appropriate, the present value of the expected future cash flows discounted at market rates, general economic conditions and trends and other relevant factors.
We test goodwill for impairment at least annually, and more frequently if indicators arise. We first assess qualitative factors to determine the likelihood that the fair value of a reporting unit is less than its carrying amount. Qualitative factors we assess include current macroeconomic conditions, state of the equity and capital markets and our overall financial and operating performance. If we determine it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then we proceed with the two-step approach to evaluating impairment. First, we estimate the fair value of the reporting unit and compare it to the reporting unit’s carrying value. If the carrying value exceeds fair value, we proceed with the second step, which requires us to assign the fair value of a reporting unit to all the assets and liabilities of the reporting unit as if it had been acquired in a business combination at the date of the impairment test. The excess fair value of the reporting unit over the amounts assigned to the assets and liabilities is the implied value of goodwill and is used to determine the amount of impairment. We recognize an impairment loss to the extent the carrying value of goodwill exceeds the implied value in the current period.
Estimates of fair value used in our evaluation of goodwill, investments in real estate, investments in unconsolidated entities and intangible assets are based upon discounted future cash flow projections or other acceptable valuation techniques, which are based, in turn, upon level three inputs, such as revenue and expense growth rates, capitalization rates, discount rates or other available market data. Our ability to accurately predict future operating results and cash flows and to estimate and
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
allocate fair values impacts the timing and recognition of impairments. While we believe our assumptions are reasonable, changes in these assumptions may have a material impact on our financial results.
Assets Held for Sale and Discontinued Operations
We sell properties from time to time for various reasons, including favorable market conditions or the exercise of purchase options by tenants. We classify certain long-lived assets as held for sale once the criteria, as defined by GAAP, has been met. Long-lived assets to be disposed of are reported at the lower of their carrying amount or fair value minus cost to sell and are no longer depreciated. Discontinued operations is defined as a component of an entity that has either been disposed of or is deemed to be held for sale if both the operations and cash flows of the component have been or will be eliminated from ongoing operations as a result of the disposition and the entity will not have any significant continuing involvement in the operations of the component after the disposition. The results of operations and any gain or loss on assets sold or classified as held for sale are reflected in our Consolidated Statements of Income as discontinued operations for all periods presented. We allocate estimated interest expense to discontinued operations based on property values and our weighted average interest rate or the property’s actual mortgage interest.
Loans Receivable
We record loans receivable, other than those acquired in connection with a business combination, on our Consolidated Balance Sheets (either in secured loans receivable and investments, net or other assets, in the case of unsecured loans receivable) at the unpaid principal balance, net of any deferred origination fees, purchase discounts or premiums and valuation allowances. We amortize net deferred origination fees, which are comprised of loan fees collected from the borrower net of certain direct costs, and purchase discounts or premiums over the contractual life of the loan using the effective interest method and immediately recognize in income any unamortized balances if the loan is repaid before its contractual maturity.
We regularly evaluate the collectibility of loans receivable based on factors such as corporate and facility-level financial and operational reports, compliance with financial covenants set forth in the applicable loan agreement, the financial strength of the borrower and any guarantor, the payment history of the borrower and current economic conditions. If our evaluation of these factors indicates it is probable that we will be unable to collect all amounts due under the terms of the applicable loan agreement, we provide a reserve against the portion of the receivable that we estimate may not be collected.
Cash Equivalents
Cash equivalents consist of highly liquid investments with a maturity date of three months or less when purchased. These investments are stated at cost, which approximates fair value.
Escrow Deposits and Restricted Cash
Escrow deposits consist of amounts held by us or our lenders to provide for future real estate tax and insurance expenditures and tenant improvements related to our properties and operations. Restricted cash represents amounts paid to us for security deposits and other similar purposes.
Deferred Financing Costs
We amortize deferred financing costs as a component of interest expense over the terms of the related borrowings using a method that approximates a level yield. Deferred financing costs, net of accumulated amortization, were approximately $62.2 million and $42.6 million at December 31, 2013 and 2012, respectively. Amortized costs of approximately $13.5 million, $10.5 million and $17.8 million were included in interest expense for the years ended December 31, 2013, 2012 and 2011, respectively.
Marketable Debt and Equity Securities
We record marketable debt and equity securities as available-for-sale and classify them as a component of other assets on our Consolidated Balance Sheets. Our interest in a government-sponsored pooled loan investment is classified as secured loans receivable and investments, net on our Consolidated Balance Sheets. We record these securities at fair value and include unrealized gains and losses recorded in stockholders’ equity as a component of accumulated other comprehensive income on our Consolidated Balance Sheets. We report interest income, including discount or premium amortization, on marketable debt securities and gains or losses on securities sold, which are based on the specific identification method, in income from loans and investments in our Consolidated Statements of Income.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Derivative Instruments
We recognize all derivative instruments in other assets or accounts payable and other liabilities on our Consolidated Balance Sheets at fair value as of the reporting date. We recognize changes in the fair value of derivative instruments in other expenses in our Consolidated Statements of Income or accumulated other comprehensive income on our Consolidated Balance Sheets, depending on the intended use of the derivative and our designation of the instrument.
We do not use our derivative financial instruments, including interest rate caps and interest rate swaps, for trading or speculative purposes. Our interest rate caps were designated as having a hedging relationship with the underlying securities and therefore meet the criteria for hedge accounting under GAAP. Accordingly, our interest rate caps are recorded on our Consolidated Balance Sheets at fair value, and we recognize changes in the fair value of these instruments in accumulated other comprehensive income on our Consolidated Balance Sheets. Our interest rate swaps (excluding the interest rate swap contract of an unconsolidated joint venture described below) were not designated as having a hedging relationship with the underlying securities and therefore do not meet the criteria for hedge accounting under GAAP. Accordingly, our interest rate swaps are recorded on our Consolidated Balance Sheets at fair value, and we recognize changes in the fair value of these instruments in current earnings (in other expenses) in our Consolidated Statements of Income. One of our unconsolidated joint ventures is party to an interest rate swap contract that was designated as effectively hedging the variability of expected cash flows related to variable rate debt secured by a portion of its real estate portfolio. We recognize our proportionate share of the change in fair value of this swap in accumulated other comprehensive income on our Consolidated Balance Sheets.
Fair Values of Financial Instruments
Fair value is a market-based measurement, not an entity-specific measurement, and we determine fair value based on the assumptions that we expect market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, GAAP establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within levels one and two of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within level three of the hierarchy).
Level one inputs utilize unadjusted quoted prices for identical assets or liabilities in active markets that we have the ability to access. Level two inputs are inputs other than quoted prices included in level one that are directly or indirectly observable for the asset or liability. Level two inputs may include quoted prices for similar assets and liabilities in active markets, as well as other inputs for the asset or liability, such as interest rates, foreign exchange rates and yield curves, that are observable at commonly quoted intervals. Level three inputs are unobservable inputs for the asset or liability, which typically are based on our own assumptions, as there is little, if any, related market activity. If the determination of the fair value measurement is based on inputs from different levels of the hierarchy, the level within which the entire fair value measurement falls is the lowest level input that is significant to the fair value measurement in its entirety. If the volume and level of market activity for an asset or liability has decreased significantly relative to the normal market activity for such asset or liability (or similar assets or liabilities), then transactions or quoted prices may not accurately reflect fair value. In addition, if there is evidence that a transaction for an asset or liability is not orderly, little, if any, weight is placed on that transaction price as an indicator of fair value. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.
We use the following methods and assumptions in estimating the fair value of our financial instruments.
| |
| • | Cash and cash equivalents - The carrying amount of unrestricted cash and cash equivalents reported on our Consolidated Balance Sheets approximates fair value due to the short maturity of these instruments. |
| |
| • | Loans receivable - We estimate the fair value of loans receivable using level two and level three inputs: we discount future cash flows using current interest rates at which similar loans on the same terms and having the same maturities would be made to borrowers with similar credit ratings. Additionally, we determine the valuation allowance for losses, if any, on loans receivable using level three inputs. |
| |
| • | Marketable debt securities - Whenever possible, we estimate the fair value of marketable debt securities using level two inputs: we observe quoted prices for similar assets or liabilities in active markets that we have the ability to access. In other cases, we estimate the fair value of marketable debt securities using level three inputs: we consider credit spreads, underlying asset performance and credit quality, default rates and any other applicable criteria. |
| |
| • | Derivative instruments - With the assistance of a third party, we estimate the fair value of derivative instruments, including interest rate caps and interest rate swaps, using level two inputs: for interest rate caps, we observe |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
forward yield curves and other relevant information; for interest rate swaps, we observe alternative financing rates derived from market-based financing rates, forward yield curves and discount rates.
| |
| • | Senior notes payable and other debt - We estimate the fair value of senior notes payable and other debt using level two inputs: we discount the future cash flows using current interest rates at which we could obtain similar borrowings. |
| |
| • | Redeemable OP unitholder interests - We estimate the fair value of our redeemable OP unitholder interests using level two inputs: we base fair value on the closing price of our common stock, as units may be redeemed at the election of the holder for cash or, at our option, 0.7866 shares of our common stock per unit, subject to adjustment in certain circumstances. |
Revenue Recognition
Triple-Net Leased Properties and MOB Operations
Certain of our triple-net leases and most of our MOB leases provide for periodic and determinable increases in base rent. We recognize base rental revenues under these leases on a straight-line basis over the applicable lease term when collectability is reasonably assured. Recognizing rental income on a straight-line basis generally results in recognized revenues during the first half of a lease term exceeding the cash amounts contractually due from our tenants, creating a straight-line rent receivable that is included in other assets on our Consolidated Balance Sheets. At December 31, 2013 and 2012, this cumulative excess totaled $150.8 million (net of allowances of $101.4 million) and $120.3 million (net of allowances of $59.7 million), respectively.
Our four original master lease agreements with Kindred (the “Kindred Master Leases”) and certain of our other leases provide for periodic increases in base rent only if certain revenue parameters or other substantive contingencies are met. We recognize the increased rental revenue under these leases as the related parameters or contingencies are met, rather than on a straight-line basis over the applicable lease term.
Senior Living Operations
We recognize resident fees and services, other than move-in fees, monthly as services are provided. We recognize move-in fees on a straight-line basis over the average resident stay. Our lease agreements with residents generally have a term of 12 to 18 months and are cancelable by the resident upon 30 days’ notice.
Other
We recognize interest income from loans and investments, including discounts and premiums, using the effective interest method when collectibility is reasonably assured. We apply the effective interest method on a loan-by-loan basis and recognize discounts and premiums as yield adjustments over the related loan term. We recognize interest income on an impaired loan to the extent our estimate of the fair value of the collateral is sufficient to support the balance of the loan, other receivables and all related accrued interest. When the balance of the loan, other receivables and all related accrued interest is equal to our estimate of the fair value of the collateral, we recognize interest income on a cash basis. We provide a reserve against an impaired loan to the extent our total investment in the loan exceeds our estimate of the fair value of the loan collateral.
We recognize income from rent, lease termination fees, development services, management advisory services, and all other income when all of the following criteria are met in accordance with Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin 104: (i) the applicable agreement has been fully executed and delivered; (ii) services have been rendered; (iii) the amount is fixed or determinable; and (iv) collectibility is reasonably assured.
Allowances
We assess the collectibility of our rent receivables, including straight-line rent receivables, and we defer recognition of revenue if collectibility is not reasonably assured. We base our assessment of the collectibility of rent receivables (other than straight-line rent receivables) on several factors, including, among other things, payment history, the financial strength of the tenant and any guarantors, the value of the underlying collateral, if any, and current economic conditions. If our evaluation of these factors indicates it is probable that we will be unable to recover the full value of the receivable, we provide a reserve against the portion of the receivable that we estimate may not be recovered. We base our assessment of the collectibility of straight-line rent receivables on several factors, including, among other things, the financial strength of the tenant and any guarantors, the historical operations and operating trends of the property, the historical payment pattern of the tenant, and the type of property. If our evaluation of these factors indicates it is probable that we will be unable to collect the rent payments due in the future, we defer recognition of the straight-line rental revenue and, in certain circumstances, provide a reserve against the previously recognized straight-line rent receivable asset for the portion, up to its full value, that we estimate may not
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
be recovered. If we change our assumptions or estimates regarding the collectibility of future rent payments required by a lease, we may adjust our reserve to increase or reduce the rental revenue recognized and/or to increase or reduce the reserve against the previously recognized straight-line rent receivable asset.
Stock-Based Compensation
We recognize share-based payments to employees and directors, including grants of stock options, in our Consolidated Statements of Income generally on a straight-line basis over the requisite service period based on the fair value of the award.
Gain on Sale of Assets
We recognize sales of assets only upon the closing of the transaction with the purchaser. We record payments received from purchasers prior to closing as deposits and classify them as other assets on our Consolidated Balance Sheets. We recognize gains on assets sold using the full accrual method upon closing if the collectibility of the sales price is reasonably assured, we are not obligated to perform any significant activities after the sale to earn the profit, we have received adequate initial investment from the purchaser, and other profit recognition criteria have been satisfied. We may defer recognition of gains in whole or in part until: (i) the profit is determinable, meaning that the collectibility of the sales price is reasonably assured or the amount that will not be collectible can be estimated; and (ii) the earnings process is virtually complete, meaning that we are not obliged to perform any significant activities after the sale to earn the profit.
Federal Income Tax
We have elected to be treated as a REIT under the applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), for every year beginning with the year ended December 31, 1999. Accordingly, we generally are not subject to federal income tax on net income that we distribute to our stockholders, provided that we continue to qualify as a REIT. However, with respect to certain of our subsidiaries that have elected to be treated as “taxable REIT subsidiaries,” we record income tax expense or benefit, as those entities are subject to federal income tax similar to regular corporations.
We account for deferred income taxes using the asset and liability method and recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in our financial statements or tax returns. Under this method, we determine deferred tax assets and liabilities based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Any increase or decrease in the deferred tax liability that results from a change in circumstances, and that causes us to change our judgment about expected future tax consequences of events, is included in the tax provision when such changes occur. Deferred income taxes also reflect the impact of operating loss and tax credit carryforwards. A valuation allowance is provided if we believe it is more likely than not that all or some portion of the deferred tax asset will not be realized. Any increase or decrease in the valuation allowance that results from a change in circumstances, and that causes us to change our judgment about the realizability of the related deferred tax asset, is included in the tax provision when such changes occur.
Foreign Currency
Certain of our subsidiaries’ functional currencies are the local currencies of their respective foreign jurisdictions. We translate the results of operations of our foreign subsidiaries into U.S. dollars using average rates of exchange in effect during the period, and we translate balance sheet accounts using exchange rates in effect at the end of the period. We record resulting currency translation adjustments in accumulated other comprehensive income, a component of stockholders’ equity, on our Consolidated Balance Sheets, and we record foreign currency transaction gains and losses in our Consolidated Statements of Income.
Segment Reporting
As of December 31, 2013, we operated through three reportable business segments: triple-net leased properties; senior living operations; and MOB operations. In our triple-net leased properties segment, we acquire and own seniors housing and healthcare properties throughout the United States and lease those properties to healthcare operating companies under “triple-net” or “absolute-net” leases that obligate the tenants to pay all property-related expenses. In our senior living operations segment, we invest in seniors housing communities throughout the United States and Canada and engage independent operators, such as Atria and Sunrise, to manage those communities. In our MOB operations segment, we primarily acquire, own, develop, lease, and manage MOBs. See “Note 20—Segment Information.”
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Operating Leases
We account for payments made pursuant to operating leases in our Consolidated Statements of Income based on actual rent paid, plus or minus a straight-line rent adjustment for leases that provide for periodic and determinable increases in base rent.
Recently Issued or Adopted Accounting Standards
In January 2013, the FASB issued Accounting Standards Update 2013-02, Reporting of Amounts Reclassified Out of Accumulated Comprehensive Income (“ASU 2013-02”), which requires an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if GAAP requires the amount being reclassified to be reclassified in its entirety to net income. For other amounts that are not required under GAAP to be reclassified in their entirety to net income within the same reporting period, an entity is required to cross-reference other disclosures that provide additional detail about the reclassified amounts. Our adoption of ASU 2013-02 on January 1, 2013 did not have a significant impact on our consolidated financial statements or disclosures.
Reclassifications
Certain prior year amounts have been reclassified to conform to the current year presentation.
Note 3—Concentration of Credit Risk
As of December 31, 2013, Atria, Sunrise, Brookdale Senior Living and Kindred managed or operated approximately 19.9%, 13.9%, 9.7% and 3.2%, respectively, of our real estate investments based on gross book value (excluding properties classified as held for sale as of December 31, 2013). Seniors housing communities constituted approximately 64.2% of our real estate investments based on gross book value (excluding properties classified as held for sale), while MOBs, skilled nursing and other facilities, and hospitals collectively comprised the remaining 35.8%. Our properties were located in 46 states, the District of Columbia and two Canadian provinces as of December 31, 2013, with properties in only one state (California) accounting for more than 10% of our total revenues and total net operating income (“NOI,” which is defined as total revenues, excluding interest and other income, less property-level operating expenses and medical office building services costs) (in each case excluding amounts in discontinued operations) for the years ended December 31, 2013, 2012 and 2011, respectively.
Triple-Net Leased Properties
For the years ended December 31, 2013, 2012 and 2011, approximately 5.6%, 6.3% and 7.7%, respectively, of our total revenues and 9.2%, 10.5% and 12.5%, respectively, of our total NOI (in each case excluding amounts in discontinued operations) were derived from our lease agreements with Brookdale Senior Living. For the same periods, approximately 8.1%, 10.3% and 14.3%, respectively, of our total revenues and 13.4%, 17.1% and 23.4%, respectively, of our total NOI (in each case excluding amounts in discontinued operations) were derived from our lease agreements with Kindred. Each of our leases with Brookdale Senior Living and the Kindred Master Leases is a triple-net lease that obligates the tenant to pay all property-related expenses, including maintenance, utilities, repairs, taxes, insurance and capital expenditures, and to comply with the terms of the mortgage financing documents, if any, affecting the properties. In addition, each of these leases has guaranty and cross-default provisions tied to other leases with the same tenant or its affiliates, as well as bundled lease renewals.
The properties we lease to Brookdale Senior Living and Kindred accounted for a significant portion of our triple-net leased properties segment revenues and NOI and had a meaningful impact on our total revenues and NOI for the year ended December 31, 2013. If either Brookdale Senior Living 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 limited. We cannot assure you that Brookdale Senior Living 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 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 and Kindred will elect to renew their respective leases with us upon expiration of the leases or that we will be able to reposition any non-renewed properties on a timely basis or on the same or better economic terms, if at all.
In September 2013, we entered into favorable agreements with Kindred to extend the leases with respect to 48 of the 108 licensed healthcare assets whose current lease term was originally scheduled to expire on April 30, 2015 (the “2015 Renewal Assets”). The 48 re-leased properties consist of 26 skilled nursing facilities and 22 long-term acute care hospitals. New annual
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
rent, commencing October 1, 2014, will be $95.9 million, an increase of $15 million over then current annual base rent. On October 1, 2013, Kindred also paid us $20 million, which will be amortized over the new lease terms.
We have launched a comprehensive project to re-lease to qualified healthcare operators or otherwise reposition the remaining 60 skilled nursing facilities included in the 2015 Renewal Assets (the “Marketed Assets”). As part of our agreements, we and Kindred agreed to accelerate the expiration of the lease term for the Marketed Assets to September 30, 2014. Kindred is required to continue to perform all of its obligations, including without limitation, payment of all rental amounts, under the applicable Kindred Master Lease for the Marketed Assets until expiration of the current lease term. Subject to the terms of our agreements, we have the flexibility to transition the Marketed Assets either before or after the September 30, 2014 lease expiration date. Moreover, we own or have the rights to all licenses and CONs at the properties, and Kindred has extensive and detailed obligations to cooperate and ensure an orderly transition of the properties to another operator.
The following table sets forth the future contracted minimum rentals, excluding contingent rent escalations, but including straight-line rent adjustments where applicable, for all of our triple-net and MOB leases as of December 31, 2013 (excluding properties included in investments in unconsolidated entities and properties classified as held for sale as of December 31, 2013):
|
| | | | | | | | | | | | | | | |
| | Brookdale Senior Living | | Kindred | | Other | | Total |
| | (In thousands) |
| 2014 | $ | 153,861 |
| | $ | 208,883 |
| | $ | 870,991 |
| | $ | 1,233,735 |
|
| 2015 | 137,037 |
| | 176,484 |
| | 845,247 |
| | 1,158,768 |
|
| 2016 | 135,267 |
| | 178,383 |
| | 795,119 |
| | 1,108,769 |
|
| 2017 | 135,267 |
| | 180,331 |
| | 734,990 |
| | 1,050,588 |
|
| 2018 | 135,267 |
| | 146,025 |
| | 697,882 |
| | 979,174 |
|
| Thereafter | 164,725 |
| | 616,588 |
| | 4,371,185 |
| | 5,152,498 |
|
| Total | $ | 861,424 |
| | $ | 1,506,694 |
| | $ | 8,315,414 |
| | $ | 10,683,532 |
|
Senior Living Operations
As of December 31, 2013, Atria and Sunrise, collectively, provided comprehensive property management and accounting services with respect to 237 of our seniors housing communities, for which we pay annual management fees pursuant to long-term management agreements.
As managers, Atria and Sunrise do not lease our properties, and, therefore, we are not directly exposed to their credit risk 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 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 and affairs or financial condition could have a Material Adverse Effect on us.
Our 34% ownership interest in Atria entitles us to certain rights and minority protections, as well as the right to appoint two directors to the Atria board of directors.
Brookdale Senior Living, Kindred, Atria and Sunrise Information
Each of Brookdale Senior Living and Kindred is subject to the reporting requirements of the SEC and is required to file with the SEC annual reports containing audited financial information and quarterly reports containing unaudited financial information. The information related to Brookdale Senior Living and Kindred contained or referred to in this Annual Report on Form 10-K/A has been derived from SEC filings made by Brookdale Senior Living or Kindred, as the case may be, or other publicly available information, or was provided to us by Brookdale Senior Living or Kindred, and we have not verified this information through an independent investigation or otherwise. We have no reason to believe that this information is inaccurate in any material respect, but we cannot assure you of its accuracy. We are providing this data for informational purposes only,
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
and you are encouraged to obtain Brookdale Senior Living’s and Kindred’s publicly available filings, which can be found at the SEC’s website at www.sec.gov.
Neither Atria nor Sunrise is currently subject to the reporting requirements of the SEC. The information related to Atria and Sunrise contained or referred to in this Annual Report on Form 10-K/A has been derived from publicly available information or was provided to us by Atria or Sunrise, as the case may be, and we have not verified this information through an independent investigation or otherwise. We have no reason to believe that this information is inaccurate in any material respect, but we cannot assure you of its accuracy.
Note 4—Acquisitions of Real Estate Property
The following summarizes our acquisition and development activity in 2013, 2012 and 2011. We make acquisitions and investments in seniors housing and healthcare properties primarily to achieve an expected yield on investment, to grow and diversify our portfolio and revenue base, and to reduce our dependence on any single tenant, operator or manager, geographic location, asset type, business model or revenue source.
2013 Acquisitions
Triple-Net Leased Properties
During the year ended December 31, 2013, we acquired 27 seniors housing communities (including one property acquired through a joint venture) for approximately $860 million. Aggregate revenues and NOI attributable to the acquired triple-net leased properties were $21.3 million for the year ended December 31, 2013.
Senior Living Operations
During the year ended December 31, 2013, we acquired 24 seniors housing communities for approximately $770 million. We were previously the tenant under a capital lease with respect to eight of the acquired properties (see “Note 10—Borrowing Arrangements”), and management of all of the acquired properties was transitioned to Atria at the time of closing. Aggregate revenues and NOI attributable to these seniors housing operating communities (excluding the eight capital lease assets) were $38.3 million and $15.4 million for the year ended December 31, 2013.
MOB Operations
During the year ended December 31, 2013, we acquired 11 MOBs (including two MOBs previously owned through a joint venture that we account for as an equity method investment; see “Note 7—Investments in Unconsolidated Entities”) for approximately $150 million. Aggregate revenues and NOI attributable to the acquired MOBs were $10.7 million and $6.8 million for the year ended December 31, 2013.
Completed Developments
During the year ended December 31, 2013, we completed the development of two seniors housing communities, one MOB, and one hospital. These completed developments represent $65.5 million of net real estate property on our Consolidated Balance Sheets as of December 31, 2013.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Estimated Fair Value
We are accounting for our 2013 acquisitions under the acquisition method in accordance with ASC Topic 805, Business Combinations (“ASC 805”), and have completed our initial accounting, which is subject to further adjustment. We accounted for the acquisition of the eight seniors housing communities that we previously leased pursuant to a capital lease in accordance with ASC Topic 840, Leases. The following table summarizes the acquisition date fair values of the assets acquired and liabilities assumed, which we determined using level two and level three inputs:
|
| | | | | | | | | | | | | | | |
| | Triple-Net Leased Properties | | Senior Living Operations (1) | | MOB Operations | | Total |
| | (In thousands) |
| Land and improvements | $ | 51,419 |
| | $ | 45,566 |
| | $ | 3,923 |
| | $ | 100,908 |
|
| Buildings and improvements | 803,227 |
| | 579,577 |
| | 138,792 |
| | 1,521,596 |
|
| Acquired lease intangibles | 8,945 |
| | 16,920 |
| | 10,362 |
| | 36,227 |
|
| Other assets | 3,285 |
| | 2,607 |
| | 2,453 |
| | 8,345 |
|
| Total assets acquired | 866,876 |
| | 644,670 |
| | 155,530 |
| | 1,667,076 |
|
| Notes payable and other debt | 36,300 |
| | 5,136 |
| | — |
| | 41,436 |
|
| Other liabilities | 11,423 |
| | 12,285 |
| | 6,510 |
| | 30,218 |
|
| Total liabilities assumed | 47,723 |
| | 17,421 |
| | 6,510 |
| | 71,654 |
|
| Noncontrolling interest assumed | 10,113 |
| | — |
| | 1,672 |
| | 11,785 |
|
| Net assets acquired | 809,040 |
| | 627,249 |
| | 147,348 |
| | 1,583,637 |
|
| Cash acquired | 753 |
| | — |
| | 1,397 |
| | 2,150 |
|
| Total cash used | $ | 808,287 |
| | $ | 627,249 |
| | $ | 145,951 |
| | $ | 1,581,487 |
|
________________
(1) Includes settlement of a $142.2 million capital lease obligation related to eight seniors housing communities.
Transaction Costs
As of December 31, 2013, we had incurred a total of $12.8 million of acquisition-related costs related to our 2013 acquisitions, all of which were expensed as incurred and included in merger-related expenses and deal costs in our Consolidated Statements of Income for the applicable periods. For the year ended December 31, 2013, we expensed $12 million of these acquisition-related costs related to our 2013 acquisitions.
2012 Acquisitions
Funds Acquisition
In December 2012, we acquired 100% of certain private equity funds (the “Funds”) previously managed by Lazard Frères Real Estate Investments LLC (“LFREI”) or its affiliates. The acquired Funds primarily owned a 34% interest in Atria, which is recorded as an investment in unconsolidated entities on our Consolidated Balance Sheets, and approximately 3.7 million shares of our common stock. In conjunction with this acquisition, we also extinguished our obligation related to the “earnout,” a contingent performance-based payment arising out of our 2011 acquisition of the real estate assets of Atria Senior Living Group, Inc. (together with its affiliates, “ASLG”), for an additional $44 million. This amount represented the discounted net present value of the potential future payment, which was previously reflected on our Consolidated Balance Sheets as a liability.
Cogdell Acquisition
In April 2012, we acquired Cogdell Spencer Inc. (together with its subsidiaries, “Cogdell”), including its 71 real estate assets (including properties owned through joint ventures) and its MOB property management business, which had existing agreements with third parties to manage 44 MOBs, in an all-cash transaction. At closing, our investment in Cogdell, including our share of debt, was approximately $760 million. In addition, our joint venture partners’ share of net debt assumed was $36.3 million at the time of the acquisition.
Pursuant to the terms and subject to the conditions set forth in the agreement and plan of merger dated as of December 24, 2011, at the effective time of the merger, (a) each outstanding share of Cogdell common stock, and each outstanding unit of limited partnership interest in Cogdell’s operating partnership, Cogdell Spencer LP, that was not owned by subsidiaries of Cogdell was converted into the right to receive $4.25 in cash, and (b) each outstanding share of Cogdell’s 8.500% Series A
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Cumulative Redeemable Perpetual Preferred Stock was converted into the right to receive an amount in cash equal to $25.00, plus accrued and unpaid dividends through the date of closing. We financed our acquisition of Cogdell through the assumption of $203.8 million of existing Cogdell mortgage debt (inclusive of our joint venture partners’ share of $36.3 million) and borrowings under our unsecured revolving credit facility. Prior to the closing, Cogdell completed the sale of its design-build and development business to an unaffiliated third party.
As of December 31, 2012, we had incurred a total of $28.6 million of acquisition-related costs related to the Cogdell acquisition, all of which were expensed as incurred and included in merger-related expenses and deal costs in our Consolidated Statements of Income for the applicable periods.
Completed Developments
During 2012, we completed the development of three MOBs and two seniors housing communities. These completed developments represent $116.9 million of net real estate property on our Consolidated Balance Sheets as of December 31, 2012.
Other 2012 Acquisitions
In May 2012, we acquired 16 seniors housing communities managed by Sunrise in an all-cash transaction. Sunrise continues to manage the acquired assets under existing long-term management agreements. During 2012, we also invested in 21 seniors housing communities, two skilled nursing facilities and 44 MOBs, including 36 MOBs that we had previously accounted for as investments in unconsolidated entities. See “Note 7—Investments in Unconsolidated Entities.”
Estimated Fair Value
We accounted for our 2012 acquisitions under the acquisition method in accordance with ASC 805, and we have completed our accounting for these acquisitions. The following table summarizes the acquisition date fair values of the assets acquired and liabilities assumed, which we determined using level two and level three inputs:
|
| | | | | | | | | | | | | | | |
| | Triple-Net Leased Properties | | Senior Living Operations | | MOB Operations (1) | | Total |
| | (In thousands) |
| Land and improvements | $ | 21,881 |
| | $ | 60,662 |
| | $ | 112,504 |
| | $ | 195,047 |
|
| Buildings and improvements | 225,950 |
| | 413,750 |
| | 1,085,148 |
| | 1,724,848 |
|
| Construction in progress | — |
| | — |
| | 25,579 |
| | 25,579 |
|
| Acquired lease intangibles | 2,323 |
| | 18,070 |
| | 182,406 |
| | 202,799 |
|
| Other assets | 1,519 |
| | 832 |
| | 43,747 |
| | 46,098 |
|
| Total assets acquired | 251,673 |
| | 493,314 |
| | 1,449,384 |
| | 2,194,371 |
|
| Notes payable and other debt | 57,219 |
| | — |
| | 355,606 |
| | 412,825 |
|
| Other liabilities | 13,851 |
| | 11,806 |
| | 106,367 |
| | 132,024 |
|
| Total liabilities assumed | 71,070 |
| | 11,806 |
| | 461,973 |
| | 544,849 |
|
| Noncontrolling interest assumed | 7,292 |
| | — |
| | 30,361 |
| | 37,653 |
|
| Net assets acquired | 173,311 |
| | 481,508 |
| | 957,050 |
| | 1,611,869 |
|
| Cash acquired | 1,250 |
| | — |
| | 24,115 |
| | 25,365 |
|
| Total cash used | $ | 172,061 |
| | $ | 481,508 |
| | $ | 932,935 |
| | $ | 1,586,504 |
|
______________
(1) Includes the Cogdell acquisition.
2011 Acquisitions
ASLG Acquisition
In May 2011, we acquired substantially all of the real estate assets and working capital of privately-owned ASLG. We funded a portion of the purchase price through the issuance of 24.96 million shares of our common stock (which shares had a total value of $1.38 billion based on the acquisition date closing price of our common stock of $55.33 per share).
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As a result of the ASLG transaction, we added to our senior living operating portfolio 117 private pay seniors housing communities and one development land parcel, located primarily in affluent coastal markets such as the New York metropolitan area, New England and California. Prior to the closing, ASLG spun off its management operations to a newly formed entity, Atria, which continues to operate the acquired assets under long-term management agreements with us. As discussed above, in December 2012, we acquired a 34% interest in Atria.
NHP Acquisition
In July 2011, we acquired Nationwide Health Properties, Inc. (“NHP”) in a stock-for-stock transaction. Pursuant to the terms and subject to the conditions set forth in the agreement and plan of merger dated as of February 27, 2011, at the effective time of the merger, each outstanding share of NHP common stock (other than shares owned by us or any of our subsidiaries or any wholly owned subsidiary of NHP) was converted into the right to receive 0.7866 shares of our common stock, with cash paid in lieu of fractional shares. In connection with the acquisition, we paid $105 million at closing to repay amounts then outstanding and terminated the commitments under NHP’s revolving credit facility. The NHP acquisition added 643 seniors housing and healthcare properties to our portfolio (including properties owned through joint ventures).
Other 2011 Acquisitions
During 2011, we also invested approximately $329.5 million, including the assumption of $134.9 million in debt, in 14 MOBs and five seniors housing communities.
Note 5—Dispositions
2013 Activity
Triple-Net Leased Properties
During 2013, we sold seven seniors housing communities and 12 skilled nursing facilities for aggregate consideration of $31.7 million, including lease termination fees of $0.3 million, and recognized a net gain on the sales of these assets of $4.5 million.
Senior Living Operations
During 2013, we sold one seniors housing community for consideration of $1.6 million and recognized no gain or loss on the sale of this asset.
MOB Operations
During 2013, we sold two MOBs for aggregate consideration of $1.8 million and recognized a net gain on the sales of these assets of $0.5 million.
2012 Activity
Triple-Net Leased Properties
During 2012, we sold 36 seniors housing communities (ten of which were pursuant to the exercise of tenant purchase options) and two skilled nursing facilities for aggregate consideration of $318.9 million, including fees of $5.0 million. We recognized a net gain on the sales of these assets of $81.0 million. We deposited a majority of the proceeds from the sale of 21 seniors housing communities in a Code Section 1031 exchange escrow account with a qualified intermediary, and we used approximately $134.5 million of these proceeds for certain of our acquisitions during 2012. As of December 31, 2012, no proceeds remained in the 1031 exchange escrow account related to these sales.
Senior Living Operations
In June 2012, we declined to exercise our renewal option on the operating leases (in which we were the tenant) related to two seniors housing communities we acquired as part of the ASLG acquisition that expired on June 30, 2012.
MOB Operations
During 2012, we sold five MOBs for aggregate consideration of $27.2 million and recognized a gain on the sales of these assets of $4.5 million.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2011 Activity
During 2011, we sold two seniors housing communities and two skilled nursing facilities pursuant to the exercise of tenant purchase options for aggregate consideration of $20.6 million. We recognized no gain or loss from these sales.
Discontinued Operations
We present separately, as discontinued operations in all periods presented, the results of operations for all assets classified as held for sale as of December 31, 2013, and all assets disposed of and all operating leases (under which we were the lessee) not renewed during the three-year period ended December 31, 2013. Set forth below is a summary of our results of operations for properties within discontinued operations for the three years ended December 31, 2013, 2012 and 2011. As of December 31, 2013, we classified eight triple-net leased seniors housing communities, seven triple-net leased skilled nursing facilities, and four MOBs as assets held for sale. Assets classified as held for sale constituted $155.3 million and $111.6 million of other assets on our Consolidated Balance Sheets as of December 31, 2013 and 2012, respectively. Liabilities related to assets classified as held for sale were $64.5 million and $69.1 million as of December 31, 2013 and 2012, respectively, and reported within accounts payable and other liabilities on our Consolidated Balance Sheets. We recognized impairments of $39.7 million, $13.9 million and $0 for the years ended December 31, 2013, 2012 and 2011, respectively, representing our estimated aggregate loss on the expected sales of assets reported as discontinued operations. These charges are primarily recorded as a component of depreciation and amortization in the table below.
|
| | | | | | | | | | | |
| | 2013 | | 2012 | | 2011 |
| | (In thousands) |
| Revenues: | | | | | |
| Rental income | $ | 15,459 |
| | $ | 36,722 |
| | $ | 35,849 |
|
| Resident fees and services | 759 |
| | 6,435 |
| | 7,508 |
|
| Interest and other income | — |
| | 5,052 |
| | 1 |
|
| | 16,218 |
| | 48,209 |
| | 43,358 |
|
| Expenses: | | | | | |
| Interest | 5,897 |
| | 13,755 |
| | 18,253 |
|
| Depreciation and amortization | 47,922 |
| | 50,269 |
| | 15,511 |
|
| Property-level operating expenses | 1,994 |
| | 7,971 |
| | 6,503 |
|
| General, administrative and professional fees | 3 |
| | 303 |
| | — |
|
| Gain on extinguishment of debt, net | (153 | ) | | — |
| | — |
|
| Other | (407 | ) | | 1,902 |
| | 1,383 |
|
| | 55,256 |
| | 74,200 |
| | 41,650 |
|
| (Loss) income before income taxes and gain on real estate dispositions, net | (39,038 | ) | | (25,991 | ) | | 1,708 |
|
| Income tax benefit | — |
| | 4 |
| | 477 |
|
| Gain on real estate dispositions, net | 3,617 |
| | 80,952 |
| | — |
|
| Discontinued operations | $ | (35,421 | ) | | $ | 54,965 |
| | $ | 2,185 |
|
Note 6—Loans Receivable and Investments
As of December 31, 2013 and 2012, we had $414.7 million and $697.1 million, respectively, of net loans receivable and investments relating to seniors housing and healthcare operators or properties.
During 2013, we received aggregate proceeds of $102.3 million in final repayment of seven secured loans receivable and three unsecured loans receivable and recognized a gain of $5.1 million.
In May 2013, we acquired an interest in a government-sponsored pooled loan investment that matures in 2023 for $21.0 million. The investment is a marketable debt security classified as available-for-sale and included within secured loans receivable and investments, net on our Consolidated Balance Sheets. As of December 31, 2013, the investment had an amortized cost basis and fair value of $21.7 million and $21.5 million, respectively.
In December 2012, we made a secured loan in the aggregate principal amount of $375.0 million, bearing interest at a fixed rate of 8.0% per annum and maturing in 2017, and in March 2013, we sold a pari passu portion of the loan receivable, evidenced by a separate note, to a third party, at par. In July 2013, we sold a senior secured portion of our interest in the loan, evidenced by a separate note, which will accrue interest at a fixed rate of 4.5% per annum, to an institutional holder, at par, for
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
$66.4 million. After these transactions, our remaining interest in the loan totals $182.1 million principal amount and bears interest at a fixed rate of 9.4% per annum. Under the terms of the loan agreement, we act as the administrative agent for the secured loan and will continue to receive the stated interest rate on our remaining loan receivable balance.
Also in December 2012, we made a secured loan in the aggregate principal amount of $50.0 million, bearing interest at a fixed rate of 12.0% per annum and maturing in 2017, and in May 2013, we sold a $25.0 million pari passu portion of the loan receivable, evidenced by a separate note, to a third party, at par. In December 2013, this loan was repaid in full (included in the repayments noted above), including $1.5 million of prepayment penalties and fees that we recognized as income from loans and investments in our Consolidated Statements of Income.
No gain or loss was recognized from the sales of a portion of our interests in the loans receivable described above.
During 2012, we received aggregate proceeds of $37.6 million in final repayment of three secured loans receivable and four unsecured loans receivable.
Note 7—Investments in Unconsolidated Entities
We report investments in unconsolidated entities over whose operating and financial policies we have the ability to exercise significant influence under the equity method of accounting. We are not required to consolidate these entities because our joint venture partners have significant participating rights, nor are these entities considered variable interest entities, as they are controlled by equity holders with sufficient capital. At December 31, 2013 and 2012, we had ownership interests (ranging from 5% to 25%) in joint ventures that owned 52 properties and 55 properties, respectively. We account for our interests in these joint ventures, as well as our 34% interest in Atria, under the equity method of accounting.
With the exception of our interest in Atria, we serve as the managing member of each unconsolidated entity and provide various services in exchange for fees and reimbursements. Total management fees earned in connection with these entities were $5.8 million, $7.3 million and $5.7 million for the years ended December 31, 2013, 2012 and 2011, respectively.
In March 2013, we acquired two MOBs for aggregate consideration of approximately $55.6 million from a joint venture entity in which we have a 5% interest and that we account for as an equity method investment. In connection with this acquisition, we re-measured our previously held equity interest (associated with the acquired MOBs) and recognized a gain of $1.3 million, which is included in income (loss) from unconsolidated entities in our Consolidated Statements of Income. Operations relating to the acquired MOBs are now consolidated in our Consolidated Statements of Income.
In August 2012, we acquired 36 MOBs (plus one MOB that was being marketed for sale and has since been sold) from joint venture entities in which we had interests ranging between 5% and 20% and accounted for as equity method investments. We acquired these MOBs for approximately $350.0 million, including the assumption of $101.6 million in debt. In connection with this acquisition, we re-measured our previously held equity interests and recognized a net gain of $16.6 million, which is included in income (loss) from unconsolidated entities in our Consolidated Statements of Income. Operations relating to these properties are now consolidated in our Consolidated Statements of Income.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 8—Intangibles
The following is a summary of our intangibles as of December 31, 2013 and 2012:
|
| | | | | | | | | | | |
| | December 31, 2013 | | December 31, 2012 |
| | Balance | | Remaining Weighted Average Amortization Period in Years | | Balance | | Remaining Weighted Average Amortization Period in Years |
| | (Dollars in thousands) |
| Intangible assets: | | | | | | | |
| Above market lease intangibles | $ | 214,353 |
| | 8.4 | | $ | 215,367 |
| | 9.5 |
| In-place and other lease intangibles | 795,829 |
| | 24.1 | | 766,337 |
| | 23.3 |
| Goodwill and other intangibles | 489,346 |
| | 8.6 | | 523,830 |
| | 8.6 |
| Accumulated amortization | (458,919 | ) | | N/A | | (352,692 | ) | | N/A |
| Net intangible assets | $ | 1,040,609 |
| | 19.8 | | $ | 1,152,842 |
| | 19.3 |
| Intangible liabilities: | | | | | | | |
| Below market lease intangibles | $ | 429,199 |
| | 14.7 | | $ | 429,907 |
| | 15.3 |
| Other lease intangibles | 32,103 |
| | 24.8 | | 28,966 |
| | 15.8 |
| Accumulated amortization | (119,549 | ) | | N/A | | (78,560 | ) | | N/A |
| Purchase option intangibles | 29,294 |
| | N/A | | 36,048 |
| | N/A |
| Net intangible liabilities | $ | 371,047 |
| | 15.1 | | $ | 416,361 |
| | 15.3 |
________
N/A—Not Applicable
Above market lease intangibles and in-place and other lease intangibles are included in acquired lease intangibles within real estate investments on our Consolidated Balance Sheets. Goodwill and other intangibles (including non-compete agreements, trade names and trademarks) are included in other assets on our Consolidated Balance Sheets. Below market lease intangibles, other lease intangibles and purchase option intangibles are included in accounts payable and other liabilities on our Consolidated Balance Sheets. For the years ended December 31, 2013, 2012 and 2011, our net amortization expense related to these intangibles was $65.2 million, $123.3 million and $62.5 million, respectively. The estimated net amortization expense related to these intangibles for each of the next five years is as follows: 2014—$57.8 million; 2015—$35.0 million; 2016—$24.0 million; 2017—$14.4 million; and 2018—$8.9 million.
Note 9—Other Assets
The following is a summary of our other assets as of December 31, 2013 and 2012:
|
| | | | | | | |
| | 2013 | | 2012 |
| | (In thousands) |
| Straight-line rent receivables, net | $ | 150,829 |
| | $ | 120,325 |
|
| Unsecured loans receivable, net | 38,512 |
| | 62,118 |
|
| Goodwill and other intangibles, net | 476,483 |
| | 515,429 |
|
| Assets held for sale | 155,340 |
| | 111,556 |
|
| Other | 125,171 |
| | 112,257 |
|
| Total other assets | $ | 946,335 |
| | $ | 921,685 |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 10—Borrowing Arrangements
The following is a summary of our senior notes payable and other debt as of December 31, 2013 and 2012:
|
| | | | | | | |
| | 2013 | | 2012 |
| | (In thousands) |
| Unsecured revolving credit facilities | $ | 376,343 |
| | $ | 540,727 |
|
| 6.25% Senior Notes due 2013 | — |
| | 269,850 |
|
| Unsecured term loan due 2015 (1) | — |
| | 130,336 |
|
| 3.125% Senior Notes due 2015 | 400,000 |
| | 400,000 |
|
| 6% Senior Notes due 2015 | 234,420 |
| | 234,420 |
|
| 1.55% Senior Notes due 2016 | 550,000 |
| | — |
|
| Unsecured term loan due 2017 (1) | — |
| | 375,000 |
|
| Unsecured term loan due 2018 | — |
| | 180,000 |
|
| 2.00% Senior Notes due 2018 | 700,000 |
| | 700,000 |
|
| Unsecured term loan due 2018 (2) | 200,000 |
| | — |
|
| Unsecured term loan due 2019 (2) | 800,702 |
| | — |
|
| 4.00% Senior Notes due 2019 | 600,000 |
| | 600,000 |
|
| 2.700% Senior Notes due 2020 | 500,000 |
| | — |
|
| 4.750% Senior Notes due 2021 | 700,000 |
| | 700,000 |
|
| 4.25% Senior Notes due 2022 | 600,000 |
| | 600,000 |
|
| 3.25% Senior Notes due 2022 | 500,000 |
| | 500,000 |
|
| 6.90% Senior Notes due 2037 | 52,400 |
| | 52,400 |
|
| 6.59% Senior Notes due 2038 | 22,973 |
| | 22,973 |
|
| 5.45% Senior Notes due 2043 | 258,750 |
| | — |
|
| 5.70% Senior Notes due 2043 | 300,000 |
| | — |
|
| Mortgage loans and other (3) (4) | 2,524,889 |
| | 2,880,609 |
|
| Total | 9,320,477 |
| | 8,186,315 |
|
| Capital lease obligations | — |
| | 142,412 |
|
| Unamortized fair value adjustment | 69,611 |
| | 111,623 |
|
| Unamortized discounts | (25,096 | ) | | (26,704 | ) |
| Senior notes payable and other debt | $ | 9,364,992 |
| | $ | 8,413,646 |
|
_______
| |
| (1) | These amounts represent in aggregate the approximate $500.0 million of borrowings outstanding under our previous unsecured term loan facility. Certain amounts included in the 2015 tranche were in the form of Canadian dollar borrowings. |
| |
| (2) | These amounts represent in aggregate the approximate $1.0 billion of unsecured term loan borrowings under our new unsecured credit facility. Certain amounts included in the 2019 tranche are in the form of Canadian dollar borrowings. |
| |
| (3) | Excludes debt related to real estate assets classified as held for sale as of December 31, 2013 and 2012, respectively. The total mortgage debt for these properties as of December 31, 2013 and 2012 was $13.1 million and $23.2 million, respectively, and is included in accounts payable and other liabilities on our Consolidated Balance Sheets. |
| |
| (4) | Subsequent to December 31, 2013, we repaid in full approximately $42.7 million of the mortgage loans outstanding as of December 31, 2013. |
Unsecured Revolving Credit Facility and Unsecured Term Loans
On December 9, 2013, we entered into a new $3.0 billion unsecured credit facility that replaced our previous $2.0 billion unsecured revolving credit facility, as well as our $125 million term loan that was scheduled to mature in 2015, our $375 million term loan that was scheduled to mature in 2017 and our $180 million term loan that was scheduled to mature in 2018. The new unsecured credit facility is comprised of a $2.0 billion revolving credit facility initially priced at LIBOR plus 1.0%, and a $200.0 million four-year term loan and an $800.0 million five-year term loan, each initially priced at LIBOR plus 1.05%.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The new revolving credit facility matures in January 2018, but may be extended, at our option subject to the satisfaction of certain conditions, for an additional period of one year. The new $200.0 million and $800.0 million term loans mature in January 2018 and January 2019, respectively. The new unsecured credit facility also includes an accordion feature that permits us to increase our aggregate borrowing capacity thereunder to up to $3.5 billion.
Proceeds of the new term loans were used to repay amounts outstanding under our previous revolving credit facility and approximately $680 million outstanding under our previous term loans.
Our unsecured credit facility imposes certain customary restrictions on us, including restrictions pertaining to: (i) liens; (ii) investments; (iii) the incurrence of additional indebtedness; (iv) mergers and dissolutions; (v) certain dividend, distribution and other payments; (vi) permitted businesses; (vii) transactions with affiliates; (viii) agreements limiting certain liens; and (ix) the maintenance of certain consolidated total leverage, secured debt leverage, unsecured debt leverage and fixed charge coverage ratios and minimum consolidated adjusted net worth, and contains customary events of default.
As of December 31, 2013, we had $376.3 million of borrowings outstanding, $14.9 million of letters of credit outstanding and $1.6 billion of unused borrowing capacity available under our unsecured revolving credit facility.
We recognized a loss on extinguishment of debt of $1.5 million and $2.4 million for the years ended December 31, 2013 and 2011, respectively, representing the write-off of unamortized deferred financing fees as a result of amending our previous unsecured revolving credit facilities.
Senior Notes
As of December 31, 2013, we had outstanding $5.1 billion aggregate principal amount of senior notes issued by our subsidiary, Ventas Realty, Limited Partnership (“Ventas Realty”) ($4.3 billion of which was co-issued by Ventas Realty’s wholly owned subsidiary, Ventas Capital Corporation), and approximately $309.8 million aggregate principal amount of senior notes that were issued by NHP and assumed by our subsidiary, Nationwide Health Properties, LLC (“NHP LLC”), as successor to NHP, in connection with the NHP acquisition.
In September 2013, we issued and sold: $550.0 million aggregate principal amount of 1.55% senior notes due 2016 at a public offering price equal to 99.910% of par, for total proceeds of $549.5 million before the underwriting discount and expenses; and $300.0 million aggregate principal amount of 5.70% senior notes due 2043 at a public offering price equal to 99.628% of par, for total proceeds of $298.9 million before the underwriting discount and expenses.
In March 2013, we issued and sold: $258.8 million aggregate principal amount of 5.45% senior notes due 2043 at a public offering price equal to par, for total proceeds of $258.8 million before the underwriting discounts and expenses; and $500.0 million aggregate principal amount of 2.700% senior notes due 2020 at a public offering price equal to 99.942% of par, for total proceeds of $499.7 million before the underwriting discount and expenses.
In February 2013, we repaid in full, at par, $270.0 million principal amount then outstanding of our 6.25% senior notes due 2013 upon maturity.
In December 2012, we issued and sold $700.0 million aggregate principal amount of 2.00% senior notes due 2018 at a public offering price equal to 99.739% of par, for total proceeds of $698.2 million before the underwriting discount and expenses.
In August 2012, we initially issued and sold $275.0 million aggregate principal amount of 3.25% senior notes due 2022 (the “2022 Notes”) at a public offering price equal to 99.027% of par, for total proceeds of $272.3 million before the underwriting discount and expenses. In December 2012, we issued and sold an additional $225.0 million principal amount of 2022 Notes at a public offering price equal to 98.509% of par, for total proceeds of $221.6 million before the underwriting discount and expenses.
In April 2012, we issued and sold $600.0 million aggregate principal amount of 4.00% senior notes due 2019 at a public offering price equal to 99.489% of par, for total proceeds of $596.9 million before the underwriting discount and expenses.
In February 2012, we issued and sold $600.0 million aggregate principal amount of 4.25% senior notes due 2022 at a public offering price equal to 99.214% of par, for total proceeds of $595.3 million before the underwriting discount and expenses.
During 2012, we repaid in full, at par, $155.4 million aggregate principal amount then outstanding of our 9% senior notes due 2012 and our 8.25% senior notes due 2012 upon maturity, and we redeemed: all $225.0 million principal amount then outstanding of our 6¾% senior notes due 2017 at a redemption price equal to 103.375% of par, plus accrued and unpaid interest to the redemption date; and all $200.0 million principal amount then outstanding of our 6½% senior notes due 2016 at a
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
redemption price equal to 103.25% of par, plus accrued and unpaid interest to the redemption date, in each case pursuant to the terms of the applicable indenture governing the notes. As a result of these redemptions, we recognized a total loss on extinguishment of debt of $39.7 million.
In May 2011, we issued and sold $700.0 million aggregate principal amount of 4.750% senior notes due 2021 at a public offering price equal to 99.132% of par, for total proceeds of $693.9 million before the underwriting discount and expenses.
During 2011, we repaid in full, at par, $339.0 million principal amount then outstanding of our 6.50% senior notes due 2011 upon maturity, and we redeemed $200.0 million principal amount outstanding of our 6½% senior notes due 2016 at a redemption price equal to 103.25% of par, plus accrued and unpaid interest to the redemption date, pursuant to the terms of the indenture governing the notes. As a result of this redemption, we recognized a loss on extinguishment of debt of $8.7 million.
All of Ventas Realty’s senior notes are unconditionally guaranteed by Ventas. Ventas Realty’s senior notes are part of our and Ventas Realty’s general unsecured obligations, ranking equal in right of payment with all of our and Ventas Realty’s existing and future senior obligations and ranking senior in right of payment to all of our and Ventas Realty’s existing and future subordinated indebtedness. However, Ventas Realty’s senior notes are effectively subordinated to our and Ventas Realty’s secured indebtedness, if any, to the extent of the value of the assets securing that indebtedness. Ventas Realty’s senior notes are also structurally subordinated to the preferred equity and indebtedness, whether secured or unsecured, of our subsidiaries (other than Ventas Realty and, with respect to those senior notes co-issued by Ventas Capital Corporation, Ventas Capital Corporation).
NHP LLC’s senior notes are part of NHP LLC’s general unsecured obligations, ranking equal in right of payment with all of NHP LLC’s existing and future senior obligations and ranking senior to all of NHP LLC’s existing and future subordinated indebtedness. However, NHP LLC’s senior notes are effectively subordinated to NHP LLC’s secured indebtedness, if any, to the extent of the value of the assets securing that indebtedness. NHP LLC’s senior notes are also structurally subordinated to the preferred equity and indebtedness, whether secured or unsecured, of its subsidiaries.
Ventas Realty may redeem each series of its senior notes and NHP LLC may redeem each series of its senior notes (other than our 6.90% senior notes due 2037 and our 6.59% senior notes due 2038), in whole at any time or in part from time to time, prior to maturity at the redemption prices set forth in the applicable indenture (which include, in many instances, a make-whole premium), plus, in each case, accrued and unpaid interest thereon to the redemption date.
Our 6.90% senior notes due 2037 are subject to repurchase at the option of the holders, at par, on October 1 in each of 2017 and 2027, and our 6.59% senior notes due 2038 are subject to repurchase at the option of the holders, at par, on July 7 in each of 2018, 2023 and 2028.
Mortgages
At December 31, 2013, we had 201 mortgage loans outstanding in the aggregate principal amount of $2.5 billion and secured by 209 of our properties. Of these loans, 184 loans in the aggregate principal amount of $2.2 billion bear interest at fixed rates ranging from 3.9% to 8.6% per annum, and 17 loans in the aggregate principal amount of $369.7 million bear interest at variable rates ranging from 0.7% to 2.6% per annum as of December 31, 2013. At December 31, 2013, the weighted average annual rate on our fixed rate mortgage loans was 6.0%, and the weighted average annual rate on our variable rate mortgage loans was 1.7%. Our mortgage loans had a weighted average maturity of 5.5 years as of December 31, 2013.
During 2013, we assumed or originated mortgage debt of $178.8 million and repaid in full mortgage loans outstanding in the aggregate principal amount of $493.7 million, and recognized a net gain on extinguishment of debt of $0.5 million in connection with these repayments.
During 2012, we assumed mortgage debt of $380.3 million and repaid in full mortgage loans outstanding in the aggregate principal amount of $344.2 million, and recognized a gain on extinguishment of debt of $2.1 million in connection with these repayments.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Scheduled Maturities of Borrowing Arrangements and Other Provisions
As of December 31, 2013, our indebtedness had the following maturities:
|
| | | | | | | | | | | | | | | |
| | Principal Amount Due at Maturity | | Unsecured Credit Facility(1) | | Scheduled Periodic Amortization | | Total Maturities |
| | (In thousands) |
| 2014 | $ | 95,657 |
| | $ | — |
| | $ | 45,952 |
| | $ | 141,609 |
|
| 2015 | 929,941 |
| | — |
| | 40,730 |
| | 970,671 |
|
| 2016 | 960,917 |
| | — |
| | 33,708 |
| | 994,625 |
|
| 2017 (2) | 540,072 |
| | — |
| | 21,964 |
| | 562,036 |
|
| 2018 | 1,082,496 |
| | 376,343 |
| | 15,446 |
| | 1,474,285 |
|
| Thereafter (3) | 5,030,288 |
| | — |
| | 146,963 |
| | 5,177,251 |
|
| Total maturities | $ | 8,639,371 |
| | $ | 376,343 |
| | $ | 304,763 |
| | $ | 9,320,477 |
|
| |
| (1) | At December 31, 2013, we had $94.8 million of unrestricted cash and cash equivalents, for $281.5 million of net borrowings outstanding under our unsecured revolving credit facility. |
| |
| (2) | Excludes $13.1 million of mortgage debt related to a real estate asset classified as held for sale as of December 31, 2013 that is scheduled to mature in 2017. |
| |
| (3) | Includes $52.4 million aggregate principal amount of our 6.90% senior notes due 2037 that is subject to repurchase, at the option of the holders, on October 1 in each of 2017 and 2027, and $23.0 million aggregate principal amount of 6.59% senior notes due 2038 that is subject to repurchase, at the option of the holders, on July 7 in each of 2018, 2023 and 2028. |
The instruments governing our outstanding indebtedness contain covenants that limit our ability and the ability of certain of our subsidiaries to, among other things: (i) incur debt; (ii) make certain dividends, distributions and investments; (iii) enter into certain transactions; and/or (iv) merge, consolidate or sell certain assets. Ventas Realty’s senior notes also require us and our subsidiaries to maintain total unencumbered assets of at least 150% of our unsecured debt. Our unsecured credit facility also requires us to maintain certain financial covenants pertaining to, among other things, our consolidated total leverage, secured debt, unsecured debt, fixed charge coverage and net worth.
As of December 31, 2013, we were in compliance with all of these covenants.
Derivatives and Hedging
In the normal course of our business, we are exposed to the effects of interest rate movements on future cash flows under our variable rate debt obligations, loans receivable and marketable debt securities and foreign currency exchange rate movements on our senior living operations. We follow established risk management policies and procedures, including the use of derivative instruments, to mitigate these risks.
For interest rate exposures, we use derivatives primarily to fix the rate on our variable rate debt and to manage our borrowing costs. We do not use derivative instruments for trading or speculative purposes, and we have a policy of entering into contracts only with major financial institutions based upon their credit ratings and other factors. When considered together with the underlying exposure that the derivative is designed to hedge, we do not expect that the use of derivatives in this manner would have any material adverse effect on our future financial condition or results of operations.
As of December 31, 2013, our variable rate debt obligations of $1.7 billion reflect, in part, the effect of $153.7 million notional amount of interest rate swaps with a maturity of March 21, 2016 that effectively convert fixed rate debt to variable rate debt. As of December 31, 2013, our fixed rate debt obligations of $7.6 billion reflect, in part, the effect of $60.0 million notional amount of interest rate swaps with maturities ranging from March 2, 2015 to April 1, 2019, in each case that effectively convert variable rate debt to fixed rate debt.
Capital Leases
As of December 31, 2012, we leased eight seniors housing communities pursuant to arrangements that were accounted for as capital leases. In January 2013, we acquired these facilities for aggregate consideration of $145.0 million, thereby eliminating our capital lease obligation.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Unamortized Fair Value Adjustment
As of December 31, 2013, the unamortized fair value adjustment related to the long-term debt we assumed in connection with various acquisitions was $69.6 million and will be recognized as effective yield adjustments over the remaining terms of the instruments. The estimated aggregate amortization of the fair value adjustment related to long-term debt (which is reflected as a reduction of interest expense) was $33.5 million for the year ended December 31, 2013 and for each of the next five years will be as follows: 2014—$25.4 million; 2015—$15.7 million; 2016—$9.6 million; 2017—$5.6 million; and 2018—$2.0 million.
Note 11—Fair Values of Financial Instruments
As of December 31, 2013 and 2012, the carrying amounts and fair values of our financial instruments were as follows:
|
| | | | | | | | | | | | | | | |
| | 2013 | | 2012 |
| | Carrying Amount | | Fair Value | | Carrying Amount | | Fair Value |
| | (In thousands) |
| Assets: | | | | | | | |
| Cash and cash equivalents | $ | 94,816 |
| | $ | 94,816 |
| | $ | 67,908 |
| | $ | 67,908 |
|
| Secured loans receivable, net | 354,775 |
| | 355,223 |
| | 635,002 |
| | 636,714 |
|
| Unsecured loans receivable, net | 38,512 |
| | 40,473 |
| | 62,118 |
| | 65,146 |
|
| Marketable debt securities | 21,454 |
| | 21,454 |
| | 5,400 |
| | 5,400 |
|
| Liabilities: | | | | | | | |
| Senior notes payable and other debt, gross | 9,320,477 |
| | 9,405,259 |
| | 8,186,315 |
| | 8,600,450 |
|
| Derivative instruments and other liabilities | 11,105 |
| | 11,105 |
| | 45,966 |
| | 45,966 |
|
| Redeemable OP unitholder interests | 111,607 |
| | 111,607 |
| | 114,933 |
| | 114,933 |
|
Fair value estimates are subjective in nature and based upon several important assumptions, including estimates of future cash flows, risks, discount rates and relevant comparable market information associated with each financial instrument. The use of different market assumptions and estimation methodologies may have a material effect on the reported estimated fair value amounts. Accordingly, the estimates presented above are not necessarily indicative of the amounts we would realize in a current market exchange.
Note 12—Stock-Based Compensation
Compensation Plans
We currently have: five plans under which outstanding options to purchase common stock, shares of restricted stock or restricted stock units have been, or may in the future be, granted to our officers, employees and non-employee directors (the 2000 Incentive Compensation Plan (Employee Plan), the 2004 Stock Plan for Directors, the 2006 Incentive Plan, the 2006 Stock Plan for Directors, and the 2012 Incentive Plan); one plan under which executive officers may receive common stock in lieu of compensation (the Executive Deferred Stock Compensation Plan); and one plan under which certain non-employee directors have received or may receive common stock in lieu of director fees (the Nonemployee Directors’ Deferred Stock Compensation Plan). These plans are referred to collectively as the “Plans.”
During the year ended December 31, 2013, we were permitted to issue shares and grant options, restricted stock and restricted stock units only under the Executive Deferred Stock Compensation Plan, the Nonemployee Directors’ Deferred Stock Compensation Plan and the 2012 Incentive Plan. The 2006 Incentive Plan and the 2006 Stock Plan for Directors (collectively, the “2006 Plans”) expired on December 31, 2012, and no additional grants were permitted under those Plans after that date.
The number of shares initially reserved for issuance and the number of shares available for future grants or issuance under these Plans as of December 31, 2013 were as follows:
| |
| • | Executive Deferred Stock Compensation Plan—500,000 shares were reserved initially for issuance to our executive officers in lieu of the payment of all or a portion of their salary, at their option, and 500,000 shares were available for future issuance as of December 31, 2013. |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| |
| • | Nonemployee Directors’ Deferred Stock Compensation Plan—500,000 shares were reserved initially for issuance to nonemployee directors in lieu of the payment of all or a portion of their retainer and meeting fees, at their option, and 424,704 shares were available for future issuance as of December 31, 2013. |
| |
| • | 2012 Incentive Plan—8,836,614 shares (plus the number of shares or options outstanding under the 2006 Plans as of December 31, 2012 that are subsequently forfeited or expire unexercised) were reserved initially for grants or issuance to employees and non-employee directors, and 8,169,232 shares (plus the number of shares or options outstanding under the 2006 Plans as of December 31, 2013 that are subsequently forfeited or expire unexercised) were available for future issuance as of December 31, 2013. |
Under the Plans that provide for the issuance of stock options, outstanding options are exercisable at the market price on the date of grant, expire ten years from the date of grant, and vest over periods of two or three years. If provided in the applicable Plan or award agreement, the vesting of stock options may accelerate upon a change of control (as defined in the applicable Plan) of Ventas and other specified events.
In connection with the NHP acquisition, we assumed certain outstanding options, shares of restricted stock and restricted stock units previously issued to NHP employees pursuant to the Nationwide Health Properties, Inc. 2005 Performance Incentive Plan, as amended (the “NHP Plan”). The outstanding awards continue to be subject to the terms and conditions of the NHP Plan and the applicable award agreements.
Stock Options
In determining the estimated fair value of our stock options as of the date of grant, we used the Black-Scholes option pricing model with the following assumptions: |
| | | | | | | | |
| | 2013 | | 2012 | | 2011 |
| Risk-free interest rate | 0.59 - 0.63% |
| | 0.68 - 1.39% |
| | 1.22 - 2.78% |
|
| Dividend yield | 5.00 | % | | 6.75 | % | | 6.75 | % |
| Volatility factors of the expected market price for our common stock | 24.2 - 31.7% |
| | 35.9 - 42.9% |
| | 35.7 - 44.3% |
|
| Weighted average expected life of options | 4.17 years |
| | 4.25 - 7.0 years |
| | 4.25 - 7.0 years |
|
The following is a summary of stock option activity in 2013: |
| | | | | | | | | | | | | | |
| | Shares | | Range of Exercise Prices | | Weighted Average Exercise Price | | Weighted Average Remaining Contractual Life (years) | | Intrinsic Value ($000’s) |
| Outstanding as of December 31, 2012 | 1,909,999 |
| | $21.57 - $57.19 | | $ | 47.20 |
| | | | |
|
| Options granted | 512,706 |
| | 65.93 - 73.20 | | 67.36 |
| | | | |
|
| Options exercised | (149,340 | ) | | 22.15 - 57.19 | | 48.01 |
| | | | |
|
| Options forfeited | (14,602 | ) | | 55.39 - 70.34 | | 67.98 |
| | | | |
| Outstanding as of December 31, 2013 | 2,258,763 |
| | 21.57 - 73.20 | | 51.59 |
| | 6.6 | | $ | 17,870 |
|
| Exercisable as of December 31, 2013 | 1,724,083 |
| | $21.57 - $65.93 | | $ | 47.65 |
| | 5.9 | | $ | 17,613 |
|
Compensation costs for all share-based awards are based on the grant date fair value and are recognized on a straight-line basis during the requisite service periods. Compensation costs related to stock options for the years ended December 31, 2013, 2012 and 2011 were $4.5 million, $4.4 million and $4.2 million, respectively.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
A summary of the status of our nonvested stock options as of December 31, 2013 and changes during the year then ended follows: |
| | | | | | |
| | Shares | | Weighted Average Grant Date Fair Value |
| Nonvested at beginning of year | 421,426 |
| | $ | 10.86 |
|
| Granted | 512,706 |
| | 9.25 |
|
| Vested | (384,844 | ) | | 10.66 |
|
| Forfeited | (14,602 | ) | | 7.88 |
|
| Nonvested at end of year | 534,686 |
| | $ | 9.54 |
|
As of December 31, 2013, we had $1.9 million of total unrecognized compensation cost related to nonvested stock options granted under the Plans. We expect to recognize that cost over a weighted average period of 1.3 years. Aggregate proceeds received from options exercised under the Plans or the NHP Plan for the years ended December 31, 2013, 2012 and 2011 were $7.2 million, $21.5 million and $2.5 million, respectively.
Restricted Stock and Restricted Stock Units
We recognize the fair value of shares of restricted stock and restricted stock units on the grant date of the award as stock-based compensation expense over the requisite service period, with charges to general and administrative expenses of approximately $16.1 million in 2013, $16.4 million in 2012 and $15.1 million in 2011. Restricted stock and restricted stock units generally vest over periods ranging from two to five years. If provided in the applicable Plan or award agreement, the vesting of restricted stock and restricted stock units may accelerate upon a change of control (as defined in the applicable Plan) of Ventas and other specified events.
A summary of the status of our nonvested restricted stock and restricted stock units as of December 31, 2013, and changes during the year ended December 31, 2013 follows: |
| | | | | | | | | | | | | |
| | Restricted Stock | | Weighted Average Grant Date Fair Value | | Restricted Stock Units | | Weighted Average Grant Date Fair Value |
| Nonvested at December 31, 2012 | 591,884 |
| | $ | 52.66 |
| | 6,825 |
| | $ | 50.34 |
|
| Granted | 189,659 |
| | 67.05 |
| | 4,635 |
| | 64.72 |
|
| Vested | (247,411 | ) | | 55.09 |
| | (3,592 | ) | | 46.68 |
|
| Forfeited | (25,016 | ) | | 56.31 |
| | (352 | ) | | 53.74 |
|
| Nonvested at December 31, 2013 | 509,116 |
| | $ | 56.66 |
| | 7,516 |
| | $ | 60.80 |
|
As of December 31, 2013, we had $14.2 million of unrecognized compensation cost related to nonvested restricted stock and restricted stock units under the Plans. We expect to recognize that cost over a weighted average period of 2.0 years.
Employee and Director Stock Purchase Plan
We have in effect an Employee and Director Stock Purchase Plan (“ESPP”) under which our employees and directors may purchase shares of our common stock at a discount. Pursuant to the terms of the ESPP, on each purchase date, participants may purchase shares of common stock at a price not less than 90% of the market price on that date (with respect to the employee tax-favored portion of the plan) and not less than 95% of the market price on that date (with respect to the additional employee and director portion of the plan). We initially reserved 2,500,000 shares for issuance under the ESPP. As of December 31, 2013, 63,267 shares had been purchased under the ESPP and 2,436,733 shares were available for future issuance.
Employee Benefit Plan
We maintain a 401(k) plan that allows eligible employees to defer compensation subject to certain limitations imposed by the Code. In 2013, we made contributions for each qualifying employee of up to 3.5% of his or her salary, subject to certain limitations. During 2013, 2012 and 2011, our aggregate contributions were approximately $1,036,000, $768,000 and $267,000, respectively.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 13—Income Taxes
We have elected to be taxed as a REIT under the applicable provisions of the Code for every year beginning with the year ended December 31, 1999. We have also elected for certain of our subsidiaries to be treated as taxable REIT subsidiaries (“TRS” or “TRS entities”), which are subject to federal and state income taxes. All entities other than the TRS entities are collectively referred to as the “REIT” within this Note 13.
Although we intend to continue to operate in a manner that will enable us to qualify as a REIT, such qualification depends upon our ability to meet, on a continuing basis, various distribution, stock ownership and other tests. During the years ended December 31, 2013, 2012 and 2011, our tax treatment of distributions per common share was as follows: |
| | | | | | | | | | | |
| | 2013 | | 2012 | | 2011 |
| Tax treatment of distributions: | | | | | |
| Ordinary income | $ | 2.65787 |
| | $ | 2.23124 |
| | $ | 2.28131 |
|
| Qualified ordinary income | 0.03718 |
| | — |
| | — |
|
| Long-term capital gain | 0.03995 |
| | 0.18884 |
| | 0.01869 |
|
| Unrecaptured Section 1250 gain | — |
| | 0.05992 |
| | — |
|
| Distribution reported for 1099-DIV purposes | $ | 2.73500 |
| | $ | 2.48000 |
| | $ | 2.30000 |
|
We believe we have met the annual REIT distribution requirement by payment of at least 90% of our estimated taxable income for 2013, 2012 and 2011. Our consolidated benefit for income taxes for the years ended December 31, 2013, 2012 and 2011 was as follows: |
| | | | | | | | | | | |
| | 2013 | | 2012 | | 2011 |
| | (In thousands) |
| Current | $ | 2,684 |
| | $ | 1,208 |
| | $ | (4,080 | ) |
| Deferred | (14,512 | ) | | (7,490 | ) | | (26,580 | ) |
| Total | $ | (11,828 | ) | | $ | (6,282 | ) | | $ | (30,660 | ) |
The income tax benefit for the year ended December 31, 2013 primarily relates to the release of valuation allowances against certain deferred tax assets of our TRS entities. The income tax benefit for the year ended December 31, 2012 primarily relates to the income tax benefit of ordinary losses related to our TRS entities, partially offset by a valuation allowance recorded against certain deferred tax assets of one of our other TRS entities. We did not recognize any income tax expense as a result of the litigation proceeds that we received in the third and fourth quarters of 2011, as no income taxes are payable on these proceeds.
For the tax years ended December 31, 2013, 2012 and 2011, the Canadian income tax provision included in the consolidated benefit for income taxes was a benefit of $0.3 million, a benefit of $0.7 million and an expense of $0.5 million, respectively.
Although the TRS entities have paid minimal cash federal income taxes, their federal income tax liabilities may increase in future years as we exhaust net operating loss (“NOL”) carryforwards and as our senior living operations reportable business segment grows. Such increases could be significant.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
A reconciliation of income tax expense, which is computed by applying the federal corporate tax rate for the years ended December 31, 2013, 2012 and 2011, to the income tax benefit is as follows: |
| | | | | | | | | | | |
| | 2013 | | 2012 | | 2011 |
| | (In thousands) |
| Tax at statutory rate on earnings from continuing operations before unconsolidated entities, noncontrolling interest and income taxes | $ | 167,469 |
| | $ | 105,185 |
| | $ | 115,645 |
|
| State income taxes, net of federal benefit | (1,857 | ) | | (842 | ) | | (2,364 | ) |
| Increase in valuation allowance | 7,145 |
| | 33,577 |
| | 8,783 |
|
| Increase (decrease) in ASC 740 income tax liability | 2,805 |
| | 656 |
| | (4,084 | ) |
| Tax at statutory rate on earnings not subject to federal income taxes | (186,938 | ) | | (144,698 | ) | | (150,331 | ) |
| Other differences | (452 | ) | | (160 | ) | | 1,691 |
|
| Income tax benefit | $ | (11,828 | ) | | $ | (6,282 | ) | | $ | (30,660 | ) |
The REIT made no income tax payments for the years ended December 31, 2013, 2012 and 2011.
In connection with our acquisitions of Sunrise Senior Living Real Estate Investment Trust (“Sunrise REIT”) in 2007 and ASLG in 2011, we established a beginning net deferred tax liability of $306.3 million and $44.6 million, respectively, related to temporary differences between the financial reporting and tax bases of assets acquired and liabilities assumed (primarily property, intangible and related assets, net of NOL carryforwards). No net deferred tax asset or liability was recorded for the Lillibridge acquisition in 2010.
Each TRS is a tax paying component for purposes of classifying deferred tax assets and liabilities. The tax effects of temporary differences and carryforwards included in the net deferred tax liabilities at December 31, 2013, 2012 and 2011 are summarized as follows: |
| | | | | | | | | | | |
| | 2013 | | 2012 | | 2011 |
| | (In thousands) |
| Property, primarily differences in depreciation and amortization, the tax basis of land assets and the treatment of interests and certain costs | $ | (309,775 | ) | | $ | (310,756 | ) | | $ | (332,111 | ) |
| Operating loss and interest deduction carryforwards | 377,645 |
| | 366,590 |
| | 343,843 |
|
| Expense accruals and other | 13,421 |
| | 13,984 |
| | 11,511 |
|
| Valuation allowance | (331,458 | ) | | (326,837 | ) | | (281,954 | ) |
| Net deferred tax liabilities (1) | $ | (250,167 | ) | | $ | (257,019 | ) | | $ | (258,711 | ) |
| |
| (1) | Includes approximately $0.0 million, $2.7 million and $2.0 million, respectively, of deferred tax assets included in other assets on our Consolidated Balance Sheets. |
Our net deferred tax liability decreased $6.9 million during 2013 primarily due to the reversal of valuation allowances against deferred tax assets. Our net deferred tax liability decreased $1.7 million during 2012 primarily due to the reversal of deferred liabilities.
Due to uncertainty regarding the realization of certain deferred tax assets, we have established valuation allowances, primarily in connection with the NOL carryforward related to the REIT.
For the years ended December 31, 2013 and 2012, the net difference between tax bases and the reported amount of REIT assets and liabilities for federal income tax purposes was approximately $4.7 billion and $5.1 billion, respectively, less than the book bases of those assets and liabilities for financial reporting purposes.
We are subject to corporate level taxes for any asset dispositions during the ten-year period immediately after the assets were owned by a C corporation (either prior to our REIT election, through stock acquisition or merger) (“built-in gains tax”). The amount of income potentially subject to built-in gains tax is generally equal to the lesser of the excess of the fair value of the asset over its adjusted tax basis as of the date it became a REIT asset or the actual amount of gain. Some, but not all, future gains could be offset by available NOL carryforwards.
Generally, we are subject to audit under the statute of limitations by the Internal Revenue Service (“IRS”) for the year ended December 31, 2010 and subsequent years and are subject to audit by state taxing authorities for the year ended
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2009 and subsequent years. The statute of limitations with respect to our 2009 U.S. federal income tax returns expired in September 2013. We are also subject to audit by the Canada Revenue Agency (“CRA”) and provincial authorities generally for periods subsequent to 2008 related to entities acquired or formed in connection with our Sunrise REIT acquisition.
At December 31, 2013, we had a combined NOL carryforward of $311 million related to the TRS entities and an NOL carryforward of $714 million related to the REIT. These amounts can be used to offset future taxable income (and/or taxable income for prior years if an audit determines that tax is owed), if any. The REIT will be entitled to utilize NOLs and tax credit carryforwards only to the extent that REIT taxable income exceeds our deduction for dividends paid. Lillibridge and ASLG NOL carryforwards are limited as to their utilization by Section 382 of the Code. The NOL carryforwards begin to expire in 2024 with respect to the TRS entities and in 2016 for the REIT.
As a result of our uncertainty regarding the use of existing REIT NOLs, we have not ascribed any net deferred tax benefit to REIT NOL carryforwards as of December 31, 2013 and 2012. The IRS may challenge our entitlement to these tax attributes during its review of the tax returns for the previous tax years. We believe we are entitled to these tax attributes but cannot assure you as to the outcome of these matters.
The following table summarizes the activity related to our unrecognized tax benefits: |
| | | | | | | |
| | 2013 | | 2012 |
| | (In thousands) |
| Balance as of January 1 | $ | 19,466 |
| | $ | 19,583 |
|
| Additions to tax positions related to the current year | 3,901 |
| | 3,489 |
|
| Additions to tax positions related to prior years | — |
| | 59 |
|
| Subtractions to tax positions related to prior years | (513 | ) | | (968 | ) |
| Subtractions to tax positions related to settlements | — |
| | (47 | ) |
| Subtractions to tax positions as a result of the lapse of the statute of limitations | (948 | ) | | (2,650 | ) |
| Balance as of December 31 | $ | 21,906 |
| | $ | 19,466 |
|
Included in these unrecognized tax benefits of $21.9 million and $19.5 million at December 31, 2013 and 2012, respectively, were $20.4 million and $17.9 million of tax benefits at December 31, 2013 and 2012, respectively, that, if recognized, would reduce our annual effective tax rate. We accrued interest of $0.4 million related to the unrecognized tax benefits during 2013, but no penalties. We expect our unrecognized tax benefits to increase by $1.0 million during 2014.
Note 14—Commitments and Contingencies
Certain Obligations, Liabilities and Litigation
We may be subject to various obligations, liabilities and litigation assumed in connection with or arising out of our acquisitions or otherwise arising in connection with our business, some of which may be indemnifiable by third parties. However, if these liabilities are greater than expected or were not known to us at the time of acquisition, if we are not entitled to indemnification, or if the responsible third party fails to indemnify us, such obligations, liabilities and litigation could have a Material Adverse Effect on us. In addition, in connection with the sale or leasing of our properties, we may incur various obligations and liabilities, including indemnification obligations to the buyer or tenant, relating to the operations of those properties, which could have a Material Adverse Effect on us.
Other
With respect to certain of our properties, we are subject to operating and ground lease obligations that generally require fixed monthly or annual rent payments and may include escalation clauses and renewal options. These leases have terms that expire during the next 87 years, excluding extension options. Our future minimum lease obligations under non-cancelable operating and ground leases as of December 31, 2013 were $31.6 million in 2014, $30.2 million in 2015, $26.3 million in 2016, $19.1 million in 2017, $15.3 million in 2018, and $490.3 million thereafter.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 15—Earnings Per Share
The following table shows the amounts used in computing our basic and diluted earnings per common share:
|
| | | | | | | | | | | |
| | For the Year Ended December 31, |
| | 2013 | | 2012 | | 2011 |
| | (In thousands, except per share amounts) |
| Numerator for basic and diluted earnings per share: | | | | | |
| Income from continuing operations attributable to common stockholders | $ | 488,930 |
| | $ | 307,835 |
| | $ | 362,308 |
|
| Discontinued operations | (35,421 | ) | | 54,965 |
| | 2,185 |
|
| Net income attributable to common stockholders | $ | 453,509 |
| | $ | 362,800 |
| | $ | 364,493 |
|
| Denominator: | | | | | |
| Denominator for basic earnings per share—weighted average shares | 292,654 |
| | 292,064 |
| | 228,453 |
|
| Effect of dilutive securities: | | | | | |
| Stock options | 534 |
| | 496 |
| | 449 |
|
| Restricted stock awards | 99 |
| | 92 |
| | 53 |
|
| OP units | 1,823 |
| | 1,836 |
| | 942 |
|
| Convertible notes | — |
| | — |
| | 893 |
|
| Denominator for diluted earnings per share—adjusted weighted average shares | 295,110 |
| | 294,488 |
| | 230,790 |
|
| Basic earnings per share: | | | | | |
| Income from continuing operations attributable to common stockholders | $ | 1.67 |
| | $ | 1.05 |
| | $ | 1.59 |
|
| Discontinued operations | (0.12 | ) | | 0.19 |
| | 0.01 |
|
| Net income attributable to common stockholders | $ | 1.55 |
| | $ | 1.24 |
| | $ | 1.60 |
|
| Diluted earnings per share: | | | | | |
| Income from continuing operations attributable to common stockholders | $ | 1.66 |
| | $ | 1.04 |
| | $ | 1.57 |
|
| Discontinued operations | (0.12 | ) | | 0.19 |
| | 0.01 |
|
| Net income attributable to common stockholders | $ | 1.54 |
| | $ | 1.23 |
| | $ | 1.58 |
|
There were 504,815, 372,440 and 309,650 anti-dilutive options outstanding for the years ended December 31, 2013, 2012 and 2011, respectively.
Note 16—Litigation
Proceedings against Tenants, Operators and Managers
From time to time, Brookdale Senior Living, Kindred, Atria, Sunrise and our other tenants, operators and managers are parties to certain legal actions, regulatory investigations and claims arising in the conduct of their business and operations. Even though we generally are not party to these proceedings, the unfavorable resolution of any such actions, investigations or claims could, individually or in the aggregate, materially adversely affect such tenants’, operators’ or managers’ liquidity, financial condition or results of operations and their ability to satisfy their respective obligations to us, which, in turn, could have a Material Adverse Effect on us.
Proceedings Indemnified and Defended by Third Parties
From time to time, we are party to certain legal actions, regulatory investigations and claims for which third parties are contractually obligated to indemnify, defend and hold us harmless. The tenants of our triple-net leased properties and, in some cases, their affiliates are required by the terms of their leases and other agreements with us to indemnify, defend and hold us harmless against certain actions, investigations and claims arising in the course of their business and related to the operations of our triple-net leased properties. In addition, third parties from whom we acquired certain of our assets and, in some cases, their affiliates are required by the terms of the related conveyance documents to indemnify, defend and hold us harmless against certain actions, investigations and claims related to the acquired assets and arising prior to our ownership or related to excluded assets and liabilities. In some cases, a portion of the purchase price consideration is held in escrow for a specified period of time as collateral for these indemnification obligations. We are presently being defended by certain tenants and other obligated
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
third parties in these types of matters. We cannot assure you that our tenants, their affiliates or other obligated third parties will continue to defend us in these matters, that our tenants, their affiliates or other obligated third parties will have sufficient assets, income and access to financing to enable them to satisfy their defense and indemnification obligations to us or that any purchase price consideration held in escrow will be sufficient to satisfy claims for which we are entitled to indemnification. The unfavorable resolution of any such actions, investigations or claims could, individually or in the aggregate, materially adversely affect our tenants’ or other obligated third parties’ liquidity, financial condition or results of operations and their ability to satisfy their respective obligations to us, which, in turn, could have a Material Adverse Effect on us.
Proceedings Arising in Connection with Senior Living and MOB Operations; Other Litigation
From time to time, we are party to various legal actions, regulatory investigations and claims (some of which may not be insured and some of which may allege large damage amounts) arising in connection with our senior living and MOB operations or otherwise in the course of our business. In limited circumstances, the manager of the applicable seniors housing community or MOB may be contractually obligated to indemnify, defend and hold us harmless against such actions, investigations and claims. It is the opinion of management that, except as otherwise set forth in this Note 16, the disposition of any such actions, investigations and claims that are currently pending will not, individually or in the aggregate, have a Material Adverse Effect on us. However, regardless of their merits, we may be forced to expend significant financial resources to defend and resolve these matters. We are unable to predict the ultimate outcome of these actions, investigations and claims, and if management’s assessment of our liability with respect thereto is incorrect, such actions, investigations and claims could have a Material Adverse Effect on us.
Note 17—Permanent and Temporary Equity
Capital Stock
In March 2013, we established an “at-the-market” (“ATM”) equity offering program through which we may sell from time to time up to an aggregate of $750 million of our common stock. Through December 31, 2013, we issued and sold a total of 2,069,200 shares of common stock under the program for aggregate net proceeds of $141.5 million ($35.4 million of which was received in the fourth quarter of 2013), after sales agent commissions of $2.1 million. As of December 31, 2013, approximately $606.4 million of our common stock remained available for sale under our ATM equity offering program.
In December 2012, through our acquisition of the Funds, we acquired 3.7 million shares of our common stock that are reflected as treasury stock on our Consolidated Balance Sheets. See “Note 4—Acquisitions of Real Estate Property.”
In June 2012, we completed the public offering and sale of 5,980,000 shares of our common stock for $342.5 million in aggregate proceeds.
Excess Share Provision
In order to preserve our ability to maintain REIT status, our Charter provides that if a person acquires beneficial ownership of more than 9% of our outstanding common stock or 9.9% of our outstanding preferred stock, the shares that are beneficially owned in excess of such limit are deemed to be excess shares. These shares are automatically deemed transferred to a trust for the benefit of a charitable institution or other qualifying organization selected by our Board of Directors. The trust is entitled to all dividends with respect to the shares and the trustee may exercise all voting power over the shares.
We have the right to buy the excess shares for a purchase price equal to the lesser of the price per share in the transaction that created the excess shares or the market price on the date we buy the shares, and we may defer payment of the purchase price for the excess shares for up to five years. If we do not purchase the excess shares, the trustee of the trust is required to transfer the excess shares at the direction of the Board of Directors. The owner of the excess shares is entitled to receive the lesser of the proceeds from the sale or the original purchase price for such excess shares, and any additional amounts are payable to the beneficiary of the trust.
Our Board of Directors is empowered to grant waivers from the excess share provisions of our Charter.
Distribution Reinvestment and Stock Purchase Plan
Under our Distribution Reinvestment and Stock Purchase Plan (“DRIP”), existing stockholders may purchase shares of common stock by reinvesting all or a portion of the cash distribution on their shares of our common stock, subject to certain limits. Existing stockholders and new investors also may purchase shares of our common stock under the DRIP by making optional cash payments, subject to certain limits. We currently offer a 1% discount on the purchase price of our common stock to shareholders who reinvest their dividends or make optional cash purchases through the DRIP. The amount and availability of this discount is at our discretion. The granting of a discount for one month or quarter, as applicable, will not insure the
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
availability or amount of a discount in future periods, and each month or quarter, as applicable, we may lower or eliminate the discount without prior notice. In addition, we may change our determination as to whether common shares will be purchased by the plan administrator directly from us or in the open market without prior notice to investors.
Accumulated Other Comprehensive Income
The following is a summary of our accumulated other comprehensive income as of December 31, 2013 and 2012:
|
| | | | | | | |
| | 2013 | | 2012 |
| | (In thousands) |
| Foreign currency translation | $ | 18,019 |
| | $ | 23,441 |
|
| Unrealized (loss) gain on marketable debt securities | (216 | ) | | 807 |
|
| Other | 1,856 |
| | (894 | ) |
| Total accumulated other comprehensive income | $ | 19,659 |
| | $ | 23,354 |
|
Redeemable OP Unitholder and Noncontrolling Interest
The following is a rollforward of our redeemable OP unitholder interests and noncontrolling interests, respectively for 2013:
|
| | | | | | | | | | | | |
| | | Redeemable OP Unitholder Interests | | Redeemable Noncontrolling Interests | | Total Redeemable OP Unitholder and Noncontrolling Interests |
| | | (In thousands) |
| Balance as of December 31, 2012 | | $ | 114,933 |
| | $ | 59,622 |
| | $ | 174,555 |
|
| New issuances | | 11,053 |
| | — |
| | 11,053 |
|
| Change in valuation | | (8,683 | ) | | 11,861 |
| | 3,178 |
|
| Distributions and other | | (5,139 | ) | | (1,052 | ) | | (6,191 | ) |
| Redemptions | | (557 | ) | | (25,378 | ) | | (25,935 | ) |
| Balance as of December 31, 2013 | | $ | 111,607 |
| | $ | 45,053 |
| | $ | 156,660 |
|
Note 18—Related Party Transactions
We own an MOB located on the Sutter Medical Center-Castro Valley campus that is subject to a ground lease from Sutter Health and is 100% leased by Sutter Health pursuant to long-term triple-net leases. We received $2.1 million of base rent from Sutter Health for this MOB in 2013. Robert D. Reed, Senior Vice President and Chief Financial Officer of Sutter Health, has served as a member of our Board of Directors since March 2008.
Upon consummation of the ASLG acquisition in May 2011, we entered into long-term management agreements with Atria to operate the acquired assets. During 2011 and 2012 we paid Atria $20.2 million and $33.9 million, respectively, in management fees under our agreements. Matthew J. Lustig, a member of our Board of Directors since May 2011, served as Chairman of Atria until our acquisition of the Funds on December 21, 2012 (see “Note 4—Acquisitions of Real Estate Property”) and is employed by affiliates of LFREI.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 19—Quarterly Financial Information (Unaudited)
Summarized unaudited consolidated quarterly information for the years ended December 31, 2013 and 2012 is provided below. |
| | | | | | | | | | | | | | | |
| | For the Year Ended December 31, 2013 |
| | First Quarter | | Second Quarter | | Third Quarter | | Fourth Quarter |
| | (In thousands, except per share amounts) |
| Revenues (1) | $ | 682,509 |
| | $ | 683,764 |
| | $ | 710,924 |
| | $ | 732,856 |
|
| Income from continuing operations attributable to common stockholders (1) | $ | 120,429 |
| | $ | 132,895 |
| | $ | 127,268 |
| | $ | 108,338 |
|
| Discontinued operations (1) | (8,236 | ) | | (18,315 | ) | | (8,972 | ) | | 102 |
|
| Net income attributable to common stockholders | $ | 112,193 |
| | $ | 114,580 |
| | $ | 118,296 |
| | $ | 108,440 |
|
| Earnings per share: | | | | | | | |
| Basic: | | | | | | | |
| Income from continuing operations attributable to common stockholders | $ | 0.41 |
| | $ | 0.45 |
| | $ | 0.43 |
| | $ | 0.37 |
|
| Discontinued operations | (0.03 | ) | | (0.06 | ) | | (0.03 | ) | | — |
|
| Net income attributable to common stockholders | $ | 0.38 |
| | $ | 0.39 |
| | $ | 0.40 |
| | $ | 0.37 |
|
| Diluted: | | | | | | | |
| Income from continuing operations attributable to common stockholders | $ | 0.41 |
| | $ | 0.45 |
| | $ | 0.43 |
| | $ | 0.37 |
|
| Discontinued operations | (0.03 | ) | | (0.06 | ) | | (0.03 | ) | | — |
|
| Net income attributable to common stockholders | $ | 0.38 |
| | $ | 0.39 |
| | $ | 0.40 |
| | $ | 0.37 |
|
| Dividends declared per share | $ | 0.67 |
| | $ | 0.67 |
| | $ | 0.67 |
| | $ | 0.725 |
|
________________________
| |
| (1) | The amounts presented for the three months ended March 31, 2013, June 30, 2013 and September 30, 2013 differ from the amounts previously reported in our Quarterly Reports on Form 10-Q as a result of discontinued operations consisting of properties sold in 2013 or classified as held for sale as of December 31, 2013. |
|
| | | | | | | | | | | |
| | For the Three Months Ended |
| | March 31, 2013 | | June 30, 2013 | | September 30, 2013 |
| | (In thousands, except per share amounts) |
| Revenues, previously reported in Form 10-Q | $ | 684,868 |
| | $ | 685,846 |
| | $ | 712,386 |
|
| Revenues, previously reported in Form 10-Q, subsequently reclassified to discontinued operations | (2,359 | ) | | (2,082 | ) | | (1,462 | ) |
| Total revenues disclosed in Form 10-K | $ | 682,509 |
| | $ | 683,764 |
| | $ | 710,924 |
|
| Income from continuing operations attributable to common stockholders, previously reported in Form 10-Q | $ | 117,820 |
| | $ | 132,635 |
| | $ | 127,380 |
|
| Income from continuing operations attributable to common stockholders, previously reported in Form 10-Q, subsequently reclassified to discontinued operations | 2,609 |
| | 260 |
| | (112 | ) |
| Income from continuing operations attributable to common stockholders disclosed in Form 10-K | $ | 120,429 |
| | $ | 132,895 |
| | $ | 127,268 |
|
| Discontinued operations, previously reported in Form 10-Q | $ | (5,627 | ) | | $ | (18,055 | ) | | $ | (9,084 | ) |
| Discontinued operations from properties sold or held for sale subsequent to the respective reporting period | (2,609 | ) | | (260 | ) | | 112 |
|
| Discontinued operations disclosed in Form 10-K | $ | (8,236 | ) | | $ | (18,315 | ) | | $ | (8,972 | ) |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
| | | | | | | | | | | | | | | |
| | For the Year Ended December 31, 2012 |
| | First Quarter | | Second Quarter | | Third Quarter | | Fourth Quarter |
| | (In thousands, except per share amounts) |
| Revenues (1) | $ | 564,597 |
| | $ | 610,188 |
| | $ | 637,218 |
| | $ | 655,730 |
|
| Income from continuing operations attributable to common stockholders (1) | $ | 47,246 |
| | $ | 43,413 |
| | $ | 115,737 |
| | $ | 101,439 |
|
| Discontinued operations (1) | 43,380 |
| | 30,612 |
| | (3,855 | ) | | (15,172 | ) |
| Net income attributable to common stockholders | $ | 90,626 |
| | $ | 74,025 |
| | $ | 111,882 |
| | $ | 86,267 |
|
| Earnings per share: | | | | | | | |
| Basic: | | | | | | | |
| Income from continuing operations attributable to common stockholders | $ | 0.16 |
| | $ | 0.15 |
| | $ | 0.39 |
| | $ | 0.35 |
|
| Discontinued operations | 0.15 |
| | 0.11 |
| | (0.01 | ) | | (0.05 | ) |
| Net income attributable to common stockholders | $ | 0.31 |
| | $ | 0.26 |
| | $ | 0.38 |
| | $ | 0.30 |
|
| Diluted: | | | | | | | |
| Income from continuing operations attributable to common stockholders | $ | 0.16 |
| | $ | 0.15 |
| | $ | 0.39 |
| | $ | 0.35 |
|
| Discontinued operations | 0.15 |
| | 0.10 |
| | (0.01 | ) | | (0.05 | ) |
| Net income attributable to common stockholders | $ | 0.31 |
| | $ | 0.25 |
| | $ | 0.38 |
| | $ | 0.30 |
|
| Dividends declared per share | $ | 0.62 |
| | $ | 0.62 |
| | $ | 0.62 |
| | $ | 0.62 |
|
________________________
| |
| (1) | The amounts presented for the three months ended March 31, 2012, June 30, 2012, September 30, 2012 and December 31, 2012 differ from the amounts previously reported in our Annual Report on Form 10-K for the year ended December 31, 2012 as a result of discontinued operations consisting of properties sold in 2013 or classified as held for sale as of December 31, 2013. |
|
| | | | | | | | | | | | | | | |
| | For the Three Months Ended |
| | March 31, 2012 | | June 30, 2012 | | September 30, 2012 | | December 31, 2012 |
| | (In thousands, except per share amounts) |
| Revenues, previously reported in Form 10-K | $ | 568,566 |
| | $ | 614,502 |
| | $ | 641,520 |
| | $ | 660,711 |
|
| Revenues, previously reported in Form 10-K, subsequently reclassified to discontinued operations | (3,969 | ) | | (4,314 | ) | | (4,302 | ) | | (4,981 | ) |
| Total revenues disclosed in Form 10-K | $ | 564,597 |
| | $ | 610,188 |
| | $ | 637,218 |
| | $ | 655,730 |
|
| Income from continuing operations attributable to common stockholders, previously reported in Form 10-K | $ | 48,110 |
| | $ | 43,496 |
| | $ | 115,975 |
| | $ | 97,992 |
|
| Income from continuing operations attributable to common stockholders, previously reported in Form 10-K, subsequently reclassified to discontinued operations | (864 | ) | | (83 | ) | | (238 | ) | | 3,447 |
|
| Income from continuing operations attributable to common stockholders disclosed in Form 10-K | $ | 47,246 |
| | $ | 43,413 |
| | $ | 115,737 |
| | $ | 101,439 |
|
| Discontinued operations, previously reported in Form 10-K | $ | 42,516 |
| | $ | 30,529 |
| | $ | (4,093 | ) | | $ | (11,725 | ) |
| Discontinued operations from properties sold or held for sale subsequent to the respective reporting period | 864 |
| | 83 |
| | 238 |
| | (3,447 | ) |
| Discontinued operations disclosed in Form 10-K | $ | 43,380 |
| | $ | 30,612 |
| | $ | (3,855 | ) | | $ | (15,172 | ) |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 20—Segment Information
As of December 31, 2013, we operated through three reportable business segments: triple-net leased properties; senior living operations and MOB operations. In our triple-net leased properties segment, we acquire and own seniors housing and healthcare properties throughout the United States and lease those properties to healthcare operating companies under “triple-net” or “absolute-net” leases that obligate the tenants to pay all property-related expenses. In our senior living operations segment, we invest in seniors housing communities throughout the United States and Canada and engage independent operators, such as Atria and Sunrise, to manage those communities. In our MOB operations segment, we primarily acquire, own, develop, lease, and manage MOBs. Information provided for “all other” includes income from loans and investments and other miscellaneous income and various corporate-level expenses not directly attributable to our three reportable business segments. Assets included in “all other” consist primarily of corporate assets, including cash, restricted cash, deferred financing costs, loans receivable and investments, and miscellaneous accounts receivable.
We evaluate performance of the combined properties in each reportable business segment based on segment profit, which we define as NOI adjusted for income/loss from unconsolidated entities. We define NOI as total revenues, less interest and other income, property-level operating expenses and medical office building services costs. Although we believe that net income, as defined by GAAP, is the most appropriate earnings measurement, we consider segment profit a useful supplement to net income because it allows investors, analysts and our management to measure unlevered property-level operating results and to compare our operating results to the operating results of other real estate companies and between periods on a consistent basis. Segment profit should not be considered as an alternative to net income (determined in accordance with GAAP) as an indicator of our financial performance. In order to facilitate a clear understanding of our historical consolidated historical operating results, segment profit should be examined in conjunction with net income as presented in our Consolidated Financial Statements and other financial data included elsewhere in this Annual Report on Form 10-K/A.
Interest expense, depreciation and amortization, general, administrative and professional fees, income tax expense, discontinued operations and other non-property specific revenues and expenses are not allocated to individual reportable business segments for purposes of assessing segment performance. There are no intersegment sales or transfers.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Summary information by reportable business segment is as follows:
For the year ended December 31, 2013:
|
| | | | | | | | | | | | | | | | | | | |
| | Triple-Net Leased Properties | | Senior Living Operations | | MOB Operations | | All Other | | Total |
| | (In thousands) |
| Revenues: | | | | | | | | | |
| Rental income | $ | 875,877 |
| | $ | — |
| | $ | 450,107 |
| | $ | — |
| | $ | 1,325,984 |
|
| Resident fees and services | — |
| | 1,406,005 |
| | — |
| | — |
| | 1,406,005 |
|
| Medical office building and other services revenue | 4,469 |
| | — |
| | 12,077 |
| | 1,263 |
| | 17,809 |
|
| Income from loans and investments | — |
| | — |
| | — |
| | 58,208 |
| | 58,208 |
|
| Interest and other income | — |
| | — |
| | — |
| | 2,047 |
| | 2,047 |
|
| Total revenues | $ | 880,346 |
| | $ | 1,406,005 |
| | $ | 462,184 |
| | $ | 61,518 |
| | $ | 2,810,053 |
|
| Total revenues | $ | 880,346 |
| | $ | 1,406,005 |
| | $ | 462,184 |
| | $ | 61,518 |
| | $ | 2,810,053 |
|
| Less: | | | | | | | | | |
| Interest and other income | — |
| | — |
| | — |
| | 2,047 |
| | 2,047 |
|
| Property-level operating expenses | — |
| | 956,684 |
| | 152,948 |
| | — |
| | 1,109,632 |
|
| Medical office building services costs | — |
| | — |
| | 8,315 |
| | — |
| | 8,315 |
|
| Segment NOI | 880,346 |
| | 449,321 |
| | 300,921 |
| | 59,471 |
| | 1,690,059 |
|
| Income (loss) from unconsolidated entities | 475 |
| | (1,980 | ) | | 1,451 |
| | (454 | ) | | (508 | ) |
| Segment profit | $ | 880,821 |
| | $ | 447,341 |
| | $ | 302,372 |
| | $ | 59,017 |
| | 1,689,551 |
|
| Interest and other income | |
| | |
| | |
| | | | 2,047 |
|
| Interest expense | |
| | |
| | |
| | |
| | (334,484 | ) |
| Depreciation and amortization | |
| | |
| | |
| | |
| | (721,959 | ) |
| General, administrative and professional fees | |
| | |
| | |
| | |
| | (115,106 | ) |
| Loss on extinguishment of debt, net | |
| | |
| | |
| | |
| | (1,201 | ) |
| Merger-related expenses and deal costs | |
| | |
| | |
| | |
| | (21,634 | ) |
| Other | |
| | |
| | |
| | |
| | (18,732 | ) |
| Income tax benefit | |
| | |
| | |
| | |
| | 11,828 |
|
| Discontinued operations | |
| | |
| | |
| | |
| | (35,421 | ) |
| Net income | |
| | |
| | |
| | |
| | $ | 454,889 |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For the year ended December 31, 2012:
|
| | | | | | | | | | | | | | | | | | | |
| | Triple-Net Leased Properties | | Senior Living Operations | | MOB Operations | | All Other | | Total |
| | (In thousands) |
| Revenues: | | | | | | | | | |
| Rental income | $ | 818,000 |
| | $ | — |
| | $ | 360,849 |
| | $ | — |
| | $ | 1,178,849 |
|
| Resident fees and services | — |
| | 1,227,124 |
| | — |
| | — |
| | 1,227,124 |
|
| Medical office building and other services revenue | 4,438 |
| | — |
| | 16,303 |
| | — |
| | 20,741 |
|
| Income from loans and investments | — |
| | — |
| | — |
| | 39,913 |
| | 39,913 |
|
| Interest and other income | — |
| | — |
| | — |
| | 1,106 |
| | 1,106 |
|
| Total revenues | $ | 822,438 |
| | $ | 1,227,124 |
| | $ | 377,152 |
| | $ | 41,019 |
| | $ | 2,467,733 |
|
| Total revenues | $ | 822,438 |
| | $ | 1,227,124 |
| | $ | 377,152 |
| | $ | 41,019 |
| | $ | 2,467,733 |
|
| Less: | | | | | | | | | |
| Interest and other income | — |
| | — |
| | — |
| | 1,106 |
| | 1,106 |
|
| Property-level operating expenses | — |
| | 841,022 |
| | 125,400 |
| | — |
| | 966,422 |
|
| Medical office building services costs | — |
| | — |
| | 9,883 |
| | — |
| | 9,883 |
|
| Segment NOI | 822,438 |
| | 386,102 |
| | 241,869 |
| | 39,913 |
| | 1,490,322 |
|
| Income (loss) from unconsolidated entities | 1,313 |
| | (48 | ) | | 16,889 |
| | — |
| | 18,154 |
|
| Segment profit | $ | 823,751 |
| | $ | 386,054 |
| | $ | 258,758 |
| | $ | 39,913 |
| | 1,508,476 |
|
| Interest and other income | |
| | |
| | |
| | | | 1,106 |
|
| Interest expense | |
| | |
| | |
| | |
| | (288,276 | ) |
| Depreciation and amortization | |
| | |
| | |
| | |
| | (714,505 | ) |
| General, administrative and professional fees | |
| | |
| | |
| | |
| | (98,510 | ) |
| Loss on extinguishment of debt, net | |
| | |
| | |
| | |
| | (37,640 | ) |
| Merger-related expenses and deal costs | |
| | |
| | |
| | |
| | (63,183 | ) |
| Other | |
| | |
| | |
| | |
| | (6,940 | ) |
| Income tax benefit | |
| | |
| | |
| | |
| | 6,282 |
|
| Discontinued operations | |
| | |
| | |
| | |
| | 54,965 |
|
| Net income | |
| | |
| | |
| | |
| | $ | 361,775 |
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For the year ended December 31, 2011:
|
| | | | | | | | | | | | | | | | | | | |
| | Triple-Net Leased Properties | | Senior Living Operations | | MOB Operations | | All Other | | Total |
| | (In thousands) |
| Revenues: | | | | | | | | | |
| Rental income | $ | 627,723 |
| | $ | — |
| | $ | 166,079 |
| | $ | — |
| | $ | 793,802 |
|
| Resident fees and services | — |
| | 865,800 |
| | — |
| | — |
| | 865,800 |
|
| Medical office building and other services revenue | 2,217 |
| | — |
| | 34,254 |
| | — |
| | 36,471 |
|
| Income from loans and investments | — |
| | — |
| | — |
| | 34,415 |
| | 34,415 |
|
| Interest and other income | — |
| | — |
| | — |
| | 1,216 |
| | 1,216 |
|
| Total revenues | $ | 629,940 |
| | $ | 865,800 |
| | $ | 200,333 |
| | $ | 35,631 |
| | $ | 1,731,704 |
|
| Total revenues | $ | 629,940 |
| | $ | 865,800 |
| | $ | 200,333 |
| | $ | 35,631 |
| | $ | 1,731,704 |
|
| Less: | | | | | | | | | |
| Interest and other income | — |
| | — |
| | — |
| | 1,216 |
| | 1,216 |
|
| Property-level operating expenses | — |
| | 588,095 |
| | 56,987 |
| | — |
| | 645,082 |
|
| Medical office building services costs | — |
| | — |
| | 27,082 |
| | — |
| | 27,082 |
|
| Segment NOI | 629,940 |
| | 277,705 |
| | 116,264 |
| | 34,415 |
| | 1,058,324 |
|
| Income (loss) from unconsolidated entities | 295 |
| | — |
| | (347 | ) | | — |
| | (52 | ) |
| Segment profit | $ | 630,235 |
| | $ | 277,705 |
| | $ | 115,917 |
| | $ | 34,415 |
| | 1,058,272 |
|
| Interest and other income | |
| | |
| | |
| | | | 1,216 |
|
| Interest expense | |
| | |
| | |
| | |
| | (223,804 | ) |
| Depreciation and amortization | |
| | |
| | |
| | |
| | (444,193 | ) |
| General, administrative and professional fees | |
| | |
| | |
| | |
| | (74,537 | ) |
| Loss on extinguishment of debt, net | | | | | | | | | (27,604 | ) |
| Litigation proceeds, net | |
| | |
| | |
| | |
| | 202,259 |
|
| Merger-related expenses and deal costs | |
| | |
| | |
| | |
| | (153,923 | ) |
| Other | |
| | |
| | |
| | |
| | (7,270 | ) |
| Income tax benefit | |
| | |
| | |
| | |
| | 30,660 |
|
| Discontinued operations | |
| | |
| | |
| | |
| | 2,185 |
|
| Net income | |
| | |
| | |
| | |
| | $ | 363,261 |
|
Assets by reportable business segment are as follows: |
| | | | | | | | | | | | | |
| | As of December 31, |
| | 2013 | | 2012 |
| | (Dollars in thousands) |
| Assets: | | | | | | | |
| Triple-net leased properties | $ | 8,919,360 |
| | 45.2 | % | | $ | 8,368,186 |
| | 44.1 | % |
| Senior living operations | 6,648,754 |
| | 33.7 |
| | 6,274,207 |
| | 33.1 |
|
| MOB operations | 3,701,344 |
| | 18.8 |
| | 3,703,453 |
| | 19.5 |
|
| All other assets | 462,036 |
| | 2.3 |
| | 634,154 |
| | 3.3 |
|
| Total assets | $ | 19,731,494 |
| | 100.0 | % | | $ | 18,980,000 |
| | 100.0 | % |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Capital expenditures, including investments in real estate property and development project expenditures, by reportable business segment are as follows: |
| | | | | | | | | | | |
| | For the Year Ended December 31, |
| | 2013 | | 2012 (1) | | 2011 |
| | (In thousands) |
| Capital expenditures: | | | | | |
| Triple-net leased properties | $ | 847,945 |
| | $ | 139,680 |
| | $ | 133,761 |
|
| Senior living operations | 576,459 |
| | 758,371 |
| | 370,455 |
|
| MOB operations | 189,953 |
| | 1,003,865 |
| | 125,453 |
|
| Total capital expenditures | $ | 1,614,357 |
| | $ | 1,901,916 |
| | $ | 629,669 |
|
| |
| (1) | Includes funds held in a Code Section 1031 exchange escrow account with a qualified intermediary as follows: triple-net leased – $58.1 million; senior living – $64.7 million; and MOB – $11.2 million. |
Our portfolio of properties and mortgage loan and other investments are located in the United States and Canada. Revenues are attributed to an individual country based on the location of each property.
Geographic information regarding our operations is as follows: |
| | | | | | | | | | | |
| | For the Year Ended December 31, |
| | 2013 | | 2012 | | 2011 |
| | (In thousands) |
| Revenues: | | | | | |
| United States | $ | 2,716,835 |
| | $ | 2,371,764 |
| | $ | 1,639,665 |
|
| Canada | 93,218 |
| | 95,969 |
| | 92,039 |
|
| Total revenues | $ | 2,810,053 |
| | $ | 2,467,733 |
| | $ | 1,731,704 |
|
|
| | | | | | | |
| | As of December 31, |
| | 2013 | | 2012 |
| | (In thousands) |
| Net real estate property: | | | |
| United States | $ | 17,705,962 |
| | $ | 16,711,508 |
|
| Canada | 369,624 |
| | 400,024 |
|
| Total net real estate property | $ | 18,075,586 |
| | $ | 17,111,532 |
|
Note 21—Condensed Consolidating Information
Ventas, Inc. has fully and unconditionally guaranteed the obligation to pay principal and interest with respect to the outstanding senior notes issued by our 100% owned subsidiary, Ventas Realty, including the senior notes that were jointly issued with Ventas Capital Corporation. Ventas Capital Corporation is a direct 100% owned subsidiary of Ventas Realty that has no assets or operations, but was formed in 2002 solely to facilitate offerings of senior notes by a limited partnership. None of our other subsidiaries (excluding Ventas Realty and Ventas Capital Corporation, the “Ventas Subsidiaries”) is obligated with respect to Ventas Realty’s outstanding senior notes.
In connection with the NHP acquisition, our 100% owned subsidiary, NHP LLC, as successor to NHP, assumed the obligation to pay principal and interest with respect to the outstanding senior notes issued by NHP. Neither we nor any of our subsidiaries (other than NHP LLC) is obligated with respect to any of NHP LLC’s outstanding senior notes.
Contractual and legal restrictions, including those contained in the instruments governing our subsidiaries’ outstanding mortgage indebtedness, may under certain circumstances restrict our ability to obtain cash from our subsidiaries for the purpose of meeting our debt service obligations, including our guarantee of the payment of principal and interest on Ventas Realty’s senior notes. Certain of our real estate assets are also subject to mortgages.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following summarizes our condensed consolidating information as of December 31, 2013 and 2012 and for the years ended December 31, 2013, 2012, and 2011:
CONDENSED CONSOLIDATING BALANCE SHEET
As of December 31, 2013
|
| | | | | | | | | | | | | | | | | | | |
| | Ventas, Inc. | | Ventas Realty (1) | | Ventas Subsidiaries | | Consolidated Elimination | | Consolidated |
| | (In thousands) |
| Assets | | | | | | | | | |
| Net real estate investments | $ | 7,009 |
| | $ | 374,590 |
| | $ | 18,161,872 |
| | $ | — |
| | $ | 18,543,471 |
|
| Cash and cash equivalents | 28,169 |
| | — |
| | 66,647 |
| | — |
| | 94,816 |
|
| Escrow deposits and restricted cash | 2,104 |
| | 1,211 |
| | 81,342 |
| | — |
| | 84,657 |
|
| Deferred financing costs, net | 758 |
| | 54,022 |
| | 7,435 |
| | — |
| | 62,215 |
|
| Investment in and advances to affiliates | 10,481,466 |
| | 3,201,998 |
| | — |
| | (13,683,464 | ) | | — |
|
| Other assets | 29,450 |
| | 14,102 |
| | 902,783 |
| | — |
| | 946,335 |
|
| Total assets | $ | 10,548,956 |
| �� | $ | 3,645,923 |
| | $ | 19,220,079 |
| | $ | (13,683,464 | ) | | $ | 19,731,494 |
|
| Liabilities and equity | | | | | | | | | |
| Liabilities: | | | | | | | | | |
| Senior notes payable and other debt | $ | — |
| | $ | 6,336,240 |
| | $ | 3,028,752 |
| | $ | — |
| | $ | 9,364,992 |
|
| Intercompany loans | 4,247,853 |
| | (4,682,119 | ) | | 434,266 |
| | — |
| | — |
|
| Accrued interest | — |
| | 39,561 |
| | 14,788 |
| | — |
| | 54,349 |
|
| Accounts payable and other liabilities | 94,495 |
| | 28,152 |
| | 878,868 |
| | — |
| | 1,001,515 |
|
| Deferred income taxes | 250,167 |
| | — |
| | — |
| | — |
| | 250,167 |
|
| Total liabilities | 4,592,515 |
| | 1,721,834 |
| | 4,356,674 |
| | — |
| | 10,671,023 |
|
| Redeemable OP unitholder and noncontrolling interests | — |
| | — |
| | 156,660 |
| | — |
| | 156,660 |
|
| Total equity | 5,956,441 |
| | 1,924,089 |
| | 14,706,745 |
| | (13,683,464 | ) | | 8,903,811 |
|
| Total liabilities and equity | $ | 10,548,956 |
| | $ | 3,645,923 |
| | $ | 19,220,079 |
| | $ | (13,683,464 | ) | | $ | 19,731,494 |
|
| |
| (1) | Certain of Ventas Realty’s outstanding senior notes were issued jointly with our 100% owned subsidiary, Ventas Capital Corporation, which has no assets or operations. |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
CONDENSED CONSOLIDATING BALANCE SHEET
As of December 31, 2012
|
| | | | | | | | | | | | | | | | | | | |
| | Ventas, Inc. | | Ventas Realty (1) | | Ventas Subsidiaries | | Consolidated Elimination | | Consolidated |
| | (In thousands) |
| Assets | | | | | | | | | |
| Net real estate investments | $ | 7,615 |
| | $ | 412,362 |
| | $ | 17,421,966 |
| | $ | — |
| | $ | 17,841,943 |
|
| Cash and cash equivalents | 16,734 |
| | — |
| | 51,174 |
| | — |
| | 67,908 |
|
| Escrow deposits and restricted cash | 7,565 |
| | 1,952 |
| | 96,396 |
| | — |
| | 105,913 |
|
| Deferred financing costs, net | 757 |
| | 34,044 |
| | 7,750 |
| | — |
| | 42,551 |
|
| Investment in and advances to affiliates | 8,979,830 |
| | 3,201,998 |
| | — |
| | (12,181,828 | ) | | — |
|
| Other assets | 26,282 |
| | 4,043 |
| | 891,360 |
| | — |
| | 921,685 |
|
| Total assets | $ | 9,038,783 |
| | $ | 3,654,399 |
| | $ | 18,468,646 |
| | $ | (12,181,828 | ) | | $ | 18,980,000 |
|
| Liabilities and equity | | | | | | | | | |
| Liabilities: | | | | | | | | | |
| Senior notes payable and other debt | $ | — |
| | $ | 4,570,296 |
| | $ | 3,843,350 |
| | $ | — |
| | $ | 8,413,646 |
|
| Intercompany loans | 2,061,334 |
| | (2,791,885 | ) | | 730,551 |
| | — |
| | — |
|
| Accrued interest | — |
| | 24,045 |
| | 23,520 |
| | — |
| | 47,565 |
|
| Accounts payable and other liabilities | 99,631 |
| | 7,776 |
| | 887,749 |
| | — |
| | 995,156 |
|
| Deferred income taxes | 259,715 |
| | — |
| | — |
| | — |
| | 259,715 |
|
| Total liabilities | 2,420,680 |
| | 1,810,232 |
| | 5,485,170 |
| | — |
| | 9,716,082 |
|
| Redeemable OP unitholder and noncontrolling interests | 119,244 |
| | — |
| | 55,311 |
| | — |
| | 174,555 |
|
| Total equity | 6,498,859 |
| | 1,844,167 |
| | 12,928,165 |
| | (12,181,828 | ) | | 9,089,363 |
|
| Total liabilities and equity | $ | 9,038,783 |
| | $ | 3,654,399 |
| | $ | 18,468,646 |
| | $ | (12,181,828 | ) | | $ | 18,980,000 |
|
| |
| (1) | Certain of Ventas Realty’s outstanding senior notes were issued jointly with our 100% owned subsidiary, Ventas Capital Corporation, which has no assets or operations. |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
CONDENSED CONSOLIDATING STATEMENT OF INCOME
For the Year Ended December 31, 2013
|
| | | | | | | | | | | | | | | | | | | |
| | Ventas, Inc. | | Ventas Realty (1) | | Ventas Subsidiaries | | Consolidated Elimination | | Consolidated |
| | (In thousands) |
| Revenues: | | | | | | | | | |
| Rental income | $ | 2,486 |
| | $ | 277,779 |
| | $ | 1,045,719 |
| | $ | — |
| | $ | 1,325,984 |
|
| Resident fees and services | — |
| | — |
| | 1,406,005 |
| | — |
| | 1,406,005 |
|
| Medical office building and other services revenues | — |
| | (11 | ) | | 17,820 |
| | — |
| | 17,809 |
|
| Income from loans and investments | 1,262 |
| | 908 |
| | 56,038 |
| | — |
| | 58,208 |
|
| Equity earnings in affiliates | 449,677 |
| | — |
| | 800 |
| | (450,477 | ) | | — |
|
| Interest and other income | 2,963 |
| | 26 |
| | (942 | ) | | — |
| | 2,047 |
|
| Total revenues | 456,388 |
| | 278,702 |
| | 2,525,440 |
| | (450,477 | ) | | 2,810,053 |
|
| Expenses: | | | | | | | | | |
| Interest | (2,167 | ) | | 147,158 |
| | 189,493 |
| | — |
| | 334,484 |
|
| Depreciation and amortization | 4,990 |
| | 30,007 |
| | 686,962 |
| | — |
| | 721,959 |
|
| Property-level operating expenses | — |
| | 514 |
| | 1,109,118 |
| | — |
| | 1,109,632 |
|
| Medical office building services costs | — |
| | — |
| | 8,315 |
| | — |
| | 8,315 |
|
| General, administrative and professional fees | 2,695 |
| | 21,160 |
| | 91,251 |
| | — |
| | 115,106 |
|
| Loss (gain) on extinguishment of debt, net | 3 |
| | 1,510 |
| | (312 | ) | | — |
| | 1,201 |
|
| Merger-related expenses and deal costs | 11,917 |
| | — |
| | 9,717 |
| | — |
| | 21,634 |
|
| Other | 884 |
| | 44 |
| | 17,804 |
| | — |
| | 18,732 |
|
| Total expenses | 18,322 |
| | 200,393 |
| | 2,112,348 |
| | — |
| | 2,331,063 |
|
| Income from continuing operations before income (loss) from unconsolidated entities, income taxes and noncontrolling interest | 438,066 |
| | 78,309 |
| | 413,092 |
| | (450,477 | ) | | 478,990 |
|
| Income (loss) from unconsolidated entities | — |
| | 673 |
| | (1,181 | ) | | — |
| | (508 | ) |
| Income tax benefit | 11,828 |
| | — |
| | — |
| | — |
| | 11,828 |
|
| Income from continuing operations | 449,894 |
| | 78,982 |
| | 411,911 |
| | (450,477 | ) | | 490,310 |
|
| Discontinued operations | 3,615 |
| | 1,012 |
| | (40,048 | ) | | — |
| | (35,421 | ) |
| Net income | 453,509 |
| | 79,994 |
| | 371,863 |
| | (450,477 | ) | | 454,889 |
|
| Net income attributable to noncontrolling interest | — |
| | — |
| | 1,380 |
| | — |
| | 1,380 |
|
| Net income attributable to common stockholders | $ | 453,509 |
| | $ | 79,994 |
| | $ | 370,483 |
| | $ | (450,477 | ) | | $ | 453,509 |
|
| |
| (1) | Certain of Ventas Realty’s outstanding senior notes were issued jointly with our 100% owned subsidiary, Ventas Capital Corporation, which has no assets or operations. |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
CONDENSED CONSOLIDATING STATEMENT OF INCOME
For the Year Ended December 31, 2012 |
| | | | | | | | | | | | | | | | | | | |
| | Ventas, Inc. | | Ventas Realty (1) | | Ventas Subsidiaries | | Consolidated Elimination | | Consolidated |
| | (In thousands) |
| Revenues: | | | | | | | | | |
| Rental income | $ | 2,538 |
| | $ | 272,506 |
| | $ | 903,805 |
| | $ | — |
| | $ | 1,178,849 |
|
| Resident fees and services | — |
| | — |
| | 1,227,124 |
| | — |
| | 1,227,124 |
|
| Medical office building and other services revenues | — |
| | — |
| | 20,741 |
| | — |
| | 20,741 |
|
| Income from loans and investments | 2,944 |
| | 1,871 |
| | 35,098 |
| | — |
| | 39,913 |
|
| Equity earnings in affiliates | 322,660 |
| | — |
| | 998 |
| | (323,658 | ) | | — |
|
| Interest and other income | 476 |
| | 25 |
| | 605 |
| | — |
| | 1,106 |
|
| Total revenues | 328,618 |
| | 274,402 |
| | 2,188,371 |
| | (323,658 | ) | | 2,467,733 |
|
| Expenses: | | | | | | | | | |
| Interest | (3,858 | ) | | 92,597 |
| | 199,537 |
| | — |
| | 288,276 |
|
| Depreciation and amortization | 2,777 |
| | 35,414 |
| | 676,314 |
| | — |
| | 714,505 |
|
| Property-level operating expenses | — |
| | 535 |
| | 965,887 |
| | — |
| | 966,422 |
|
| Medical office building services costs | — |
| | — |
| | 9,883 |
| | — |
| | 9,883 |
|
| General, administrative and professional fees | 3,682 |
| | 30,317 |
| | 64,511 |
| | — |
| | 98,510 |
|
| Loss (gain) on extinguishment of debt, net | — |
| | 39,737 |
| | (2,097 | ) | | — |
| | 37,640 |
|
| Merger-related expenses and deal costs | 53,199 |
| | — |
| | 9,984 |
| | — |
| | 63,183 |
|
| Other | 78 |
| | — |
| | 6,862 |
| | — |
| | 6,940 |
|
| Total expenses | 55,878 |
| | 198,600 |
| | 1,930,881 |
| | — |
| | 2,185,359 |
|
| Income from continuing operations before income (loss) from unconsolidated entities, income taxes and noncontrolling interest | 272,740 |
| | 75,802 |
| | 257,490 |
| | (323,658 | ) | | 282,374 |
|
| Income (loss) from unconsolidated entities | — |
| | 18,266 |
| | (112 | ) | | — |
| | 18,154 |
|
| Income tax benefit | 6,282 |
| | — |
| | — |
| | — |
| | 6,282 |
|
| Income from continuing operations | 279,022 |
| | 94,068 |
| | 257,378 |
| | (323,658 | ) | | 306,810 |
|
| Discontinued operations | 83,778 |
| | 5,722 |
| | (34,535 | ) | | — |
| | 54,965 |
|
| Net income | 362,800 |
| | 99,790 |
| | 222,843 |
| | (323,658 | ) | | 361,775 |
|
| Net loss attributable to noncontrolling interest | — |
| | — |
| | (1,025 | ) | | — |
| | (1,025 | ) |
| Net income attributable to common stockholders | $ | 362,800 |
| | $ | 99,790 |
| | $ | 223,868 |
| | $ | (323,658 | ) | | $ | 362,800 |
|
| |
| (1) | Certain of Ventas Realty’s outstanding senior notes were issued jointly with our 100% owned subsidiary, Ventas Capital Corporation, which has no assets or operations. |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
CONDENSED CONSOLIDATING STATEMENT OF INCOME
For the Year Ended December 31, 2011
|
| | | | | | | | | | | | | | | | | | | |
| | Ventas, Inc. | | Ventas Realty (1) | | Ventas Subsidiaries | | Consolidated Elimination | | Consolidated |
| | (In thousands) |
| Revenues: | | | | | | | | | |
| Rental income | $ | 2,471 |
| | $ | 265,039 |
| | $ | 526,292 |
| | $ | — |
| | $ | 793,802 |
|
| Resident fees and services | — |
| | — |
| | 865,800 |
| | — |
| | 865,800 |
|
| Medical office building and other services revenues | — |
| | — |
| | 36,471 |
| | — |
| | 36,471 |
|
| Income from loans and investments | 6,305 |
| | 8,570 |
| | 19,540 |
| | — |
| | 34,415 |
|
| Equity earnings in affiliates | 231,779 |
| | — |
| | 1,447 |
| | (233,226 | ) | | — |
|
| Interest and other income | 208 |
| | 57 |
| | 951 |
| | — |
| | 1,216 |
|
| Total revenues | 240,763 |
| | 273,666 |
| | 1,450,501 |
| | (233,226 | ) | | 1,731,704 |
|
| Expenses: | | | | | | | | | |
| Interest | (1,897 | ) | | 66,633 |
| | 159,068 |
| | — |
| | 223,804 |
|
| Depreciation and amortization | 1,714 |
| | 30,473 |
| | 412,006 |
| | — |
| | 444,193 |
|
| Property-level operating expenses | — |
| | 510 |
| | 644,572 |
| | — |
| | 645,082 |
|
| Medical office building services costs | — |
| | — |
| | 27,082 |
| | — |
| | 27,082 |
|
| General, administrative and professional fees | (5,322 | ) | | 29,336 |
| | 50,523 |
| | — |
| | 74,537 |
|
| Loss on extinguishment of debt, net | 2,071 |
| | 8,769 |
| | 16,764 |
| | — |
| | 27,604 |
|
| Litigation proceeds, net | (202,259 | ) | | — |
| | — |
| | — |
| | (202,259 | ) |
| Merger-related expenses and deal costs | 111,845 |
| | — |
| | 42,078 |
| | — |
| | 153,923 |
|
| Other | 778 |
| | — |
| | 6,492 |
| | — |
| | 7,270 |
|
| Total expenses | (93,070 | ) | | 135,721 |
| | 1,358,585 |
| | — |
| | 1,401,236 |
|
| Income from continuing operations before loss from unconsolidated entities, income taxes and noncontrolling interest | 333,833 |
| | 137,945 |
| | 91,916 |
| | (233,226 | ) | | 330,468 |
|
| Loss from unconsolidated entities | — |
| | (52 | ) | | — |
| | — |
| | (52 | ) |
| Income tax benefit | 30,660 |
| | — |
| | — |
| | — |
| | 30,660 |
|
| Income from continuing operations | 364,493 |
| | 137,893 |
| | 91,916 |
| | (233,226 | ) | | 361,076 |
|
| Discontinued operations | — |
| | 6,789 |
| | (4,604 | ) | | — |
| | 2,185 |
|
| Net income | 364,493 |
| | 144,682 |
| | 87,312 |
| | (233,226 | ) | | 363,261 |
|
| Net loss attributable to noncontrolling interest | — |
| | — |
| | (1,232 | ) | | — |
| | (1,232 | ) |
| Net income attributable to common stockholders | $ | 364,493 |
| | $ | 144,682 |
| | $ | 88,544 |
| | $ | (233,226 | ) | | $ | 364,493 |
|
| |
| (1) | Certain of Ventas Realty’s outstanding senior notes were issued jointly with our 100% owned subsidiary, Ventas Capital Corporation, which has no assets or operations. |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME
For the Year Ended December 31, 2013
|
| | | | | | | | | | | | | | | | | | | |
| | Ventas, Inc. | | Ventas Realty (1) | | Ventas Subsidiaries | | Consolidated Elimination | | Consolidated |
| | (In thousands) |
| Net income | $ | 453,509 |
| | $ | 79,994 |
| | $ | 371,863 |
| | $ | (450,477 | ) | | $ | 454,889 |
|
| Other comprehensive loss: | | | | | | | | | |
| Foreign currency translation | — |
| | — |
| | (5,422 | ) | | — |
| | (5,422 | ) |
| Change in unrealized gain on marketable debt securities | (1,023 | ) | | — |
| | — |
| | — |
| | (1,023 | ) |
| Other | — |
| | — |
| | 2,750 |
| | — |
| | 2,750 |
|
| Total other comprehensive loss | (1,023 | ) | | — |
| | (2,672 | ) | | — |
| | (3,695 | ) |
| Comprehensive income | 452,486 |
| | 79,994 |
| | 369,191 |
| | (450,477 | ) | | 451,194 |
|
| Comprehensive income attributable to noncontrolling interest | — |
| | — |
| | 1,380 |
| | — |
| | 1,380 |
|
| Comprehensive income attributable to common stockholders | $ | 452,486 |
| | $ | 79,994 |
| | $ | 367,811 |
| | $ | (450,477 | ) | | $ | 449,814 |
|
| |
| (1) | Certain of Ventas Realty’s outstanding senior notes were issued jointly with our 100% owned subsidiary, Ventas Capital Corporation, which has no assets or operations. |
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME
For the Year Ended December 31, 2012
|
| | | | | | | | | | | | | | | | | | | |
| | Ventas, Inc. | | Ventas Realty (1) | | Ventas Subsidiaries | | Consolidated Elimination | | Consolidated |
| | (In thousands) |
| Net income | $ | 362,800 |
| | $ | 99,790 |
| | $ | 222,843 |
| | $ | (323,658 | ) | | $ | 361,775 |
|
| Other comprehensive (loss) income: | | | | | | | | | |
| Foreign currency translation | — |
| | — |
| | 2,375 |
| | — |
| | 2,375 |
|
| Change in unrealized gain on marketable debt securities | (1,296 | ) | | — |
| | — |
| | — |
| | (1,296 | ) |
| Other | — |
| | — |
| | 213 |
| | — |
| | 213 |
|
| Total other comprehensive (loss) income | (1,296 | ) | | — |
| | 2,588 |
| | — |
| | 1,292 |
|
| Comprehensive income | 361,504 |
| | 99,790 |
| | 225,431 |
| | (323,658 | ) | | 363,067 |
|
| Comprehensive loss attributable to noncontrolling interest | — |
| | — |
| | (1,025 | ) | | — |
| | (1,025 | ) |
| Comprehensive income attributable to common stockholders | $ | 361,504 |
| | $ | 99,790 |
| | $ | 226,456 |
| | $ | (323,658 | ) | | $ | 364,092 |
|
| |
| (1) | Certain of Ventas Realty’s outstanding senior notes were issued jointly with our 100% owned subsidiary, Ventas Capital Corporation, which has no assets or operations. |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME
For the Year Ended December 31, 2011
|
| | | | | | | | | | | | | | | | | | | |
| | Ventas, Inc. | | Ventas Realty (1) | | Ventas Subsidiaries | | Consolidated Elimination | | Consolidated |
| | (In thousands) |
| Net income | $ | 364,493 |
| | $ | 144,682 |
| | $ | 87,312 |
| | $ | (233,226 | ) | | $ | 363,261 |
|
| Other comprehensive loss: | | | | | | | | | |
| Foreign currency translation | — |
| | — |
| | (1,944 | ) | | — |
| | (1,944 | ) |
| Change in unrealized gain on marketable debt securities | (2,691 | ) | | — |
| | — |
| | — |
| | (2,691 | ) |
| Other | — |
| | — |
| | (171 | ) | | — |
| | (171 | ) |
| Total other comprehensive loss | (2,691 | ) | | — |
| | (2,115 | ) | | — |
| | (4,806 | ) |
| Comprehensive income | 361,802 |
| | 144,682 |
| | 85,197 |
| | (233,226 | ) | | 358,455 |
|
| Comprehensive loss attributable to noncontrolling interest | — |
| | — |
| | (1,232 | ) | | — |
| | (1,232 | ) |
| Comprehensive income attributable to common stockholders | $ | 361,802 |
| | $ | 144,682 |
| | $ | 86,429 |
| | $ | (233,226 | ) | | $ | 359,687 |
|
| |
| (1) | Certain of Ventas Realty’s outstanding senior notes were issued jointly with our 100% owned subsidiary, Ventas Capital Corporation, which has no assets or operations. |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Year Ended December 31, 2013
|
| | | | | | | | | | | | | | | | | | | |
| | Ventas, Inc. | | Ventas Realty (1) | | Ventas Subsidiaries | | Consolidated Elimination | | Consolidated |
| | (In thousands) |
| Net cash (used in) provided by operating activities | $ | (1,362 | ) | | $ | 129,023 |
| | $ | 1,067,094 |
| | $ | — |
| | $ | 1,194,755 |
|
| Net cash (used in) provided by investing activities | (1,416,336 | ) | | 22,835 |
| | 110,741 |
| | — |
| | (1,282,760 | ) |
| Cash flows from financing activities: | | | | | | | | | |
| Net change in borrowings under credit facilities | — |
| | (168,000 | ) | | 3,971 |
| | — |
| | (164,029 | ) |
| Proceeds from debt | — |
| | 2,330,435 |
| | 437,111 |
| | — |
| | 2,767,546 |
|
| Repayment of debt | — |
| | (400,000 | ) | | (1,392,492 | ) | | — |
| | (1,792,492 | ) |
| Net change in intercompany debt | 2,156,519 |
| | (1,890,234 | ) | | (266,285 | ) | | — |
| | — |
|
| Payment of deferred financing costs | — |
| | (29,586 | ) | | (1,691 | ) | | — |
| | (31,277 | ) |
| Issuance of common stock, net | 141,343 |
| | — |
| | — |
| | — |
| | 141,343 |
|
| Cash distribution (to) from affiliates | (69,525 | ) | | 5,610 |
| | 63,915 |
| | — |
| | — |
|
| Cash distribution to common stockholders | (802,123 | ) | | — |
| | — |
| | — |
| | (802,123 | ) |
| Cash distribution to redeemable OP unitholders | (5,040 | ) | | — |
| | — |
| | — |
| | (5,040 | ) |
| Purchases of redeemable OP units | (659 | ) | | — |
| | — |
| | — |
| | (659 | ) |
| Contributions from noncontrolling interest | — |
| | — |
| | 2,395 |
| | — |
| | 2,395 |
|
| Distributions to noncontrolling interest | — |
| | — |
| | (9,286 | ) | | — |
| | (9,286 | ) |
| Other | 8,618 |
| | — |
| | — |
| | — |
| | 8,618 |
|
| Net cash provided by (used in) financing activities | 1,429,133 |
| | (151,775 | ) | | (1,162,362 | ) | | — |
| | 114,996 |
|
| Net increase in cash and cash equivalents | 11,435 |
| | 83 |
| | 15,473 |
| | — |
| | 26,991 |
|
| Effect of foreign currency translation on cash and cash equivalents | — |
| | (83 | ) | | — |
| | — |
| | (83 | ) |
| Cash and cash equivalents at beginning of period | 16,734 |
| | — |
| | 51,174 |
| | — |
| | 67,908 |
|
| Cash and cash equivalents at end of period | $ | 28,169 |
| | $ | — |
| | $ | 66,647 |
| | $ | — |
| | $ | 94,816 |
|
| |
| (1) | Certain of Ventas Realty’s outstanding senior notes were issued jointly with our 100% owned subsidiary, Ventas Capital Corporation, which has no assets or operations. |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Year Ended December 31, 2012
|
| | | | | | | | | | | | | | | | | | | |
| | Ventas, Inc. | | Ventas Realty (1) | | Ventas Subsidiaries | | Consolidated Elimination | | Consolidated |
| | (In thousands) |
| Net cash (used in) provided by operating activities | $ | (761 | ) | | $ | 193,544 |
| | $ | 800,033 |
| | $ | — |
| | $ | 992,816 |
|
| Net cash used in investing activities | (1,364,125 | ) | | (100 | ) | | (805,464 | ) | | — |
| | (2,169,689 | ) |
| Cash flows from financing activities: | | | | | | | | | |
| Net change in borrowings under revolving credit facility | — |
| | 92,000 |
| | (7,062 | ) | | — |
| | 84,938 |
|
| Proceeds from debt | — |
| | 2,364,360 |
| | 346,045 |
| | — |
| | 2,710,405 |
|
| Repayment of debt | — |
| | (521,527 | ) | | (671,496 | ) | | — |
| | (1,193,023 | ) |
| Net change in intercompany debt | 2,151,815 |
| | (2,085,801 | ) | | (66,014 | ) | | — |
| | — |
|
| Payment of deferred financing costs | — |
| | (21,404 | ) | | (2,366 | ) | | — |
| | (23,770 | ) |
| Issuance of common stock, net | 342,469 |
| | — |
| | — |
| | — |
| | 342,469 |
|
| Cash distribution (to) from affiliates | (398,071 | ) | | (21,132 | ) | | 419,203 |
| | — |
| | — |
|
| Cash distribution to common stockholders | (728,546 | ) | | — |
| | — |
| | — |
| | (728,546 | ) |
| Cash distribution to redeemable OP unitholders | (4,446 | ) | | — |
| | — |
| | — |
| | (4,446 | ) |
| Purchases of redeemable OP units | (4,601 | ) | | — |
| | — |
| | — |
| | (4,601 | ) |
| Contributions from noncontrolling interest | — |
| | — |
| | 38 |
| | — |
| | 38 |
|
| Distributions to noncontrolling interest | — |
| | — |
| | (5,215 | ) | | — |
| | (5,215 | ) |
| Other | 20,665 |
| | — |
| | — |
| | — |
| | 20,665 |
|
| Net cash provided by (used in) financing activities | 1,379,285 |
| | (193,504 | ) | | 13,133 |
| | — |
| | 1,198,914 |
|
| Net increase (decrease) in cash and cash equivalents | 14,399 |
| | (60 | ) | | 7,702 |
| | — |
| | 22,041 |
|
| Effect of foreign currency translation on cash and cash equivalents | — |
| | 60 |
| | — |
| | — |
| | 60 |
|
| Cash and cash equivalents at beginning of period | 2,335 |
| | — |
| | 43,472 |
| | — |
| | 45,807 |
|
| Cash and cash equivalents at end of period | $ | 16,734 |
| | $ | — |
| | $ | 51,174 |
| | $ | — |
| | $ | 67,908 |
|
| |
| (1) | Certain of Ventas Realty’s outstanding senior notes were issued jointly with our 100% owned subsidiary, Ventas Capital Corporation, which has no assets or operations. |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Year Ended December 31, 2011
|
| | | | | | | | | | | | | | | | | | | |
| | Ventas, Inc. | | Ventas Realty (1) | | Ventas Subsidiaries | | Consolidated Elimination | | Consolidated |
| | (In thousands) |
| Net cash provided by operating activities | $ | 124,784 |
| | $ | 199,431 |
| | $ | 448,982 |
| | $ | — |
| | $ | 773,197 |
|
| Net cash (used in) provided by investing activities | (618,663 | ) | | (500,879 | ) | | 122,103 |
| | — |
| | (997,439 | ) |
| Cash flows from financing activities: | | | | | | | | | |
| Net change in borrowings under revolving credit facilities | — |
| | 405,000 |
| | 132,452 |
| | — |
| | 537,452 |
|
| Proceeds from debt | (230,000 | ) | | 1,069,374 |
| | 504,266 |
| | — |
| | 1,343,640 |
|
| Repayment of debt | — |
| | (206,500 | ) | | (1,182,462 | ) | | — |
| | (1,388,962 | ) |
| Net change in intercompany debt | 1,363,963 |
| | (1,559,518 | ) | | 195,555 |
| | — |
| | — |
|
| Payment of deferred financing costs | — |
| | (19,661 | ) | | (379 | ) | | — |
| | (20,040 | ) |
| Issuance of common stock, net | 299,847 |
| | — |
| | — |
| | — |
| | 299,847 |
|
| Cash distribution (to) from affiliates | (417,763 | ) | | 612,798 |
| | (195,035 | ) | | — |
| | — |
|
| Cash distribution to common stockholders | (521,046 | ) | | — |
| | — |
| | — |
| | (521,046 | ) |
| Cash distribution to redeemable OP unitholders | (2,359 | ) | | — |
| | — |
| | — |
| | (2,359 | ) |
| Purchases of redeemable OP units | — |
| | — |
| | (185 | ) | | — |
| | (185 | ) |
| Contributions from noncontrolling interest | — |
| | — |
| | 2 |
| | — |
| | 2 |
|
| Distributions to noncontrolling interest | — |
| | — |
| | (2,556 | ) | | — |
| | (2,556 | ) |
| Other | 2,489 |
| | — |
| | — |
| | — |
| | 2,489 |
|
| Net cash provided by (used in) financing activities | 495,131 |
| | 301,493 |
| | (548,342 | ) | | — |
| | 248,282 |
|
| Net increase in cash and cash equivalents | 1,252 |
| | 45 |
| | 22,743 |
| | — |
| | 24,040 |
|
| Effect of foreign currency translation on cash and cash equivalents | — |
| | (45 | ) | | — |
| | — |
| | (45 | ) |
| Cash and cash equivalents at beginning of period | 1,083 |
| | — |
| | 20,729 |
| | — |
| | 21,812 |
|
| Cash and cash equivalents at end of period | $ | 2,335 |
| | $ | — |
| | $ | 43,472 |
| | $ | — |
| | $ | 45,807 |
|
| |
| (1) | Certain of Ventas Realty’s outstanding senior notes were issued jointly with our 100% owned subsidiary, Ventas Capital Corporation, which has no assets or operations. |
VENTAS, INC.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2013
(Dollars in Thousands)
|
| | | | | | | | | | | |
| | For the Years Ended December 31, |
| | 2013 | | 2012 | | 2011 |
| | (In thousands) |
| Reconciliation of real estate: | | | | | |
| Carrying cost: | | | | | |
| Balance at beginning of period | $ | 18,763,903 |
| | $ | 17,029,404 |
| | $ | 6,600,886 |
|
| Additions during period: | | | | | |
| Acquisitions | 1,623,648 |
| | 1,889,592 |
| | 10,491,275 |
|
| Capital expenditures | 183,929 |
| | 184,675 |
| | 102,918 |
|
| Dispositions: | | | | | |
| Sales and/or transfers to assets held for sale | (155,184 | ) | | (349,456 | ) | | (157,764 | ) |
| Foreign currency translation | (22,885 | ) | | 9,688 |
| | (7,911 | ) |
| Balance at end of period | $ | 20,393,411 |
| | $ | 18,763,903 |
| | $ | 17,029,404 |
|
| | | | | | |
| Accumulated depreciation: | | | | | |
| Balance at beginning of period | $ | 2,289,783 |
| | $ | 1,729,976 |
| | $ | 1,368,219 |
|
| Additions during period: | | | | | |
| Depreciation expense | 674,141 |
| | 620,076 |
| | 380,734 |
|
| Dispositions: | | | | | |
| Sales and/or transfers to assets held for sale | (78,061 | ) | | (61,583 | ) | | (16,536 | ) |
| Foreign currency translation | (3,913 | ) | | 1,314 |
| | (2,441 | ) |
| Balance at end of period | $ | 2,881,950 |
| | $ | 2,289,783 |
| | $ | 1,729,976 |
|
VENTAS, INC.
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2013
(Dollars in Thousands)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Location | | Initial Cost to Company | | Gross Amount Carried at Close of Period | | | | | | |
| Property Name | City | State / Province | Encumbrances | Land and Improvements | Buildings and Improvements | Costs Capitalized Subsequent to Acquisition | Land and Improvements | Buildings and Improvements | Total | Accumulated Depreciation | NBV | Year of Construction | Year Acquired | Life on Which Depreciation in Income Statement is Computed |
| KINDRED SKILLED NURSING FACILITIES | | | | | | | | | | | | | | |
| Whitesburg Gardens Health Care Center | Huntsville | AL | $ | — |
| $ | 534 |
| $ | 4,216 |
| $ | — |
| $ | 534 |
| $ | 4,216 |
| $ | 4,750 |
| $ | 3,825 |
| $ | 925 |
| 1968 | 1991 | 25 years |
| Desert Life Rehabilitation and Care Center | Tucson | AZ | — |
| 611 |
| 5,117 |
| — |
| 611 |
| 5,117 |
| 5,728 |
| 4,418 |
| 1,310 |
| 1979 | 1982 | 37 years |
| Canyonwood Nursing and Rehab Center | Redding | CA | — |
| 401 |
| 3,784 |
| — |
| 401 |
| 3,784 |
| 4,185 |
| 2,121 |
| 2,064 |
| 1989 | 1989 | 45 years |
| The Tunnell Center for Rehabilitation & Heathcare | San Francisco | CA | — |
| 1,902 |
| 7,531 |
| — |
| 1,902 |
| 7,531 |
| 9,433 |
| 5,592 |
| 3,841 |
| 1967 | 1993 | 28 years |
| Lawton Healthcare Center | San Francisco | CA | — |
| 943 |
| 514 |
| — |
| 943 |
| 514 |
| 1,457 |
| 480 |
| 977 |
| 1962 | 1996 | 20 years |
| Village Square Nursing and Rehabilitation Center | San Marcos | CA | — |
| 766 |
| 3,507 |
| — |
| 766 |
| 3,507 |
| 4,273 |
| 1,754 |
| 2,519 |
| 1989 | 1993 | 42 years |
| Valley Gardens Health Care & Rehabilitation Center | Stockton | CA | — |
| 516 |
| 3,405 |
| — |
| 516 |
| 3,405 |
| 3,921 |
| 1,985 |
| 1,936 |
| 1988 | 1988 | 29 years |
| Aurora Care Center | Aurora | CO | — |
| 197 |
| 2,328 |
| — |
| 197 |
| 2,328 |
| 2,525 |
| 1,680 |
| 845 |
| 1962 | 1995 | 30 years |
| Cherry Hills Health Care Center | Englewood | CO | — |
| 241 |
| 2,180 |
| — |
| 241 |
| 2,180 |
| 2,421 |
| 1,639 |
| 782 |
| 1960 | 1995 | 30 years |
| Parkway Pavilion Healthcare | Enfield | CT | — |
| 337 |
| 3,607 |
| — |
| 337 |
| 3,607 |
| 3,944 |
| 2,938 |
| 1,006 |
| 1968 | 1994 | 28 years |
| The Crossings West Campus | New London | CT | — |
| 202 |
| 2,363 |
| — |
| 202 |
| 2,363 |
| 2,565 |
| 1,788 |
| 777 |
| 1969 | 1994 | 28 years |
| The Crossings East Campus | New London | CT | — |
| 401 |
| 2,776 |
| — |
| 401 |
| 2,776 |
| 3,177 |
| 2,263 |
| 914 |
| 1968 | 1992 | 29 years |
| Windsor Rehabilitation and Healthcare Center | Windsor | CT | — |
| 368 |
| 2,520 |
| — |
| 368 |
| 2,520 |
| 2,888 |
| 2,044 |
| 844 |
| 1965 | 1994 | 30 years |
| Lafayette Nursing and Rehab Center | Fayetteville | GA | — |
| 598 |
| 6,623 |
| — |
| 598 |
| 6,623 |
| 7,221 |
| 6,042 |
| 1,179 |
| 1989 | 1995 | 20 years |
| Savannah Specialty Care Center | Savannah | GA | — |
| 157 |
| 2,219 |
| — |
| 157 |
| 2,219 |
| 2,376 |
| 1,908 |
| 468 |
| 1972 | 1991 | 26 years |
| Canyon West Health and Rehabilitation Center | Caldwell | ID | — |
| 312 |
| 2,050 |
| — |
| 312 |
| 2,050 |
| 2,362 |
| 940 |
| 1,422 |
| 1974 | 1998 | 45 years |
| Mountain Valley Care & Rehabilitation Center | Kellogg | ID | — |
| 68 |
| 1,280 |
| — |
| 68 |
| 1,280 |
| 1,348 |
| 1,297 |
| 51 |
| 1971 | 1984 | 25 years |
| Lewiston Rehabilitation & Care Center | Lewiston | ID | — |
| 133 |
| 3,982 |
| — |
| 133 |
| 3,982 |
| 4,115 |
| 3,388 |
| 727 |
| 1964 | 1984 | 29 years |
| Aspen Park Healthcare | Moscow | ID | — |
| 261 |
| 2,571 |
| — |
| 261 |
| 2,571 |
| 2,832 |
| 2,402 |
| 430 |
| 1955 | 1990 | 25 years |
| Nampa Care Center | Nampa | ID | — |
| 252 |
| 2,810 |
| — |
| 252 |
| 2,810 |
| 3,062 |
| 2,688 |
| 374 |
| 1950 | 1983 | 25 years |
| Weiser Rehabilitation & Care Center | Weiser | ID | — |
| 157 |
| 1,760 |
| — |
| 157 |
| 1,760 |
| 1,917 |
| 1,826 |
| 91 |
| 1963 | 1983 | 25 years |
| Meadowvale Health and Rehabilitation Center | Bluffton | IN | — |
| 7 |
| 787 |
| — |
| 7 |
| 787 |
| 794 |
| 631 |
| 163 |
| 1962 | 1995 | 22 years |
| Bremen Health Care Center | Bremen | IN | — |
| 109 |
| 3,354 |
| — |
| 109 |
| 3,354 |
| 3,463 |
| 2,135 |
| 1,328 |
| 1982 | 1996 | 45 years |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Location | | Initial Cost to Company | | Gross Amount Carried at Close of Period | | | | | | |
| Property Name | City | State / Province | Encumbrances | Land and Improvements | Buildings and Improvements | Costs Capitalized Subsequent to Acquisition | Land and Improvements | Buildings and Improvements | Total | Accumulated Depreciation | NBV | Year of Construction | Year Acquired | Life on Which Depreciation in Income Statement is Computed |
| Wedgewood Healthcare Center | Clarksville | IN | — |
| 119 |
| 5,115 |
| — |
| 119 |
| 5,115 |
| 5,234 |
| 3,294 |
| 1,940 |
| 1985 | 1995 | 35 years |
| Columbus Health and Rehabilitation Center | Columbus | IN | — |
| 345 |
| 6,817 |
| — |
| 345 |
| 6,817 |
| 7,162 |
| 6,130 |
| 1,032 |
| 1966 | 1991 | 25 years |
| Harrison Health and Rehabilitation Centre | Corydon | IN | — |
| 125 |
| 6,068 |
| — |
| 125 |
| 6,068 |
| 6,193 |
| 2,167 |
| 4,026 |
| 1998 | 1998 | 45 years |
| Valley View Health Care Center | Elkhart | IN | — |
| 87 |
| 2,665 |
| — |
| 87 |
| 2,665 |
| 2,752 |
| 2,210 |
| 542 |
| 1985 | 1993 | 25 years |
| Wildwood Health Care Center | Indianapolis | IN | — |
| 134 |
| 4,983 |
| — |
| 134 |
| 4,983 |
| 5,117 |
| 4,096 |
| 1,021 |
| 1988 | 1993 | 25 years |
| Windsor Estates Health & Rehab Center | Kokomo | IN | — |
| 256 |
| 6,625 |
| — |
| 256 |
| 6,625 |
| 6,881 |
| 4,162 |
| 2,719 |
| 1962 | 1995 | 35 years |
| Rolling Hills Health Care Center | New Albany | IN | — |
| 81 |
| 1,894 |
| — |
| 81 |
| 1,894 |
| 1,975 |
| 1,577 |
| 398 |
| 1984 | 1993 | 25 years |
| Southwood Health & Rehabilitation Center | Terre Haute | IN | — |
| 90 |
| 2,868 |
| — |
| 90 |
| 2,868 |
| 2,958 |
| 2,370 |
| 588 |
| 1988 | 1993 | 25 years |
| Rosewood Health Care Center | Bowling Green | KY | — |
| 248 |
| 5,371 |
| — |
| 248 |
| 5,371 |
| 5,619 |
| 4,195 |
| 1,424 |
| 1970 | 1990 | 30 years |
| Riverside Manor Healthcare Center | Calhoun | KY | — |
| 103 |
| 2,119 |
| — |
| 103 |
| 2,119 |
| 2,222 |
| 1,675 |
| 547 |
| 1963 | 1990 | 30 years |
| Danville Centre for Health and Rehabilitation | Danville | KY | — |
| 322 |
| 3,538 |
| — |
| 322 |
| 3,538 |
| 3,860 |
| 2,399 |
| 1,461 |
| 1962 | 1995 | 30 years |
| Woodland Terrace Health Care Facility | Elizabethtown | KY | — |
| 216 |
| 1,795 |
| — |
| 216 |
| 1,795 |
| 2,011 |
| 1,898 |
| 113 |
| 1969 | 1982 | 26 years |
| Maple Manor Health Care Center | Greenville | KY | — |
| 59 |
| 3,187 |
| — |
| 59 |
| 3,187 |
| 3,246 |
| 2,514 |
| 732 |
| 1968 | 1990 | 30 years |
| Harrodsburg Health Care Center | Harrodsburg | KY | — |
| 137 |
| 1,830 |
| — |
| 137 |
| 1,830 |
| 1,967 |
| 1,576 |
| 391 |
| 1974 | 1985 | 35 years |
| Hillcrest Health Care Center | Owensboro | KY | — |
| 544 |
| 2,619 |
| — |
| 544 |
| 2,619 |
| 3,163 |
| 2,712 |
| 451 |
| 1963 | 1982 | 22 years |
| Blueberry Hill Skilled Nursing & Rehabilitation Center | Beverly | MA | — |
| 129 |
| 4,290 |
| — |
| 129 |
| 4,290 |
| 4,419 |
| 3,324 |
| 1,095 |
| 1965 | 1968 | 40 years |
| Walden Rehabilitation and Nursing Center | Concord | MA | — |
| 181 |
| 1,347 |
| — |
| 181 |
| 1,347 |
| 1,528 |
| 1,382 |
| 146 |
| 1969 | 1968 | 40 years |
| Crawford Skilled Nursing and Rehabilitation Center | Fall River | MA | — |
| 127 |
| 1,109 |
| — |
| 127 |
| 1,109 |
| 1,236 |
| 1,112 |
| 124 |
| 1968 | 1982 | 29 years |
| Hillcrest Nursing and Rehabilitation Center | Fitchburg | MA | — |
| 175 |
| 1,461 |
| — |
| 175 |
| 1,461 |
| 1,636 |
| 1,475 |
| 161 |
| 1957 | 1984 | 25 years |
| Franklin Skilled Nursing and Rehabilitation Center | Franklin | MA | — |
| 156 |
| 757 |
| — |
| 156 |
| 757 |
| 913 |
| 798 |
| 115 |
| 1967 | 1969 | 40 years |
| Timberlyn Heights Nursing and Rehabilitation Center | Great Barrington | MA | — |
| 120 |
| 1,305 |
| — |
| 120 |
| 1,305 |
| 1,425 |
| 1,275 |
| 150 |
| 1968 | 1982 | 29 years |
| Great Barrington Rehabilitation and Nursing Center | Great Barrington | MA | — |
| 60 |
| 1,142 |
| — |
| 60 |
| 1,142 |
| 1,202 |
| 1,144 |
| 58 |
| 1967 | 1969 | 40 years |
| River Terrace Healthcare | Lancaster | MA | — |
| 268 |
| 957 |
| — |
| 268 |
| 957 |
| 1,225 |
| 1,123 |
| 102 |
| 1969 | 1969 | 40 years |
| Hallmark Nursing and Rehabilitation Center | New Bedford | MA | — |
| 202 |
| 2,694 |
| — |
| 202 |
| 2,694 |
| 2,896 |
| 2,474 |
| 422 |
| 1968 | 1982 | 26 years |
| Brigham Manor Nursing and Rehabilitation Center | Newburyport | MA | — |
| 126 |
| 1,708 |
| — |
| 126 |
| 1,708 |
| 1,834 |
| 1,607 |
| 227 |
| 1806 | 1982 | 27 years |
| Quincy Rehabilitation and Nursing Center | Quincy | MA | — |
| 216 |
| 2,911 |
| — |
| 216 |
| 2,911 |
| 3,127 |
| 2,770 |
| 357 |
| 1965 | 1984 | 24 years |
| Den-Mar Rehabilitation and Nursing Center | Rockport | MA | — |
| 23 |
| 1,560 |
| — |
| 23 |
| 1,560 |
| 1,583 |
| 1,501 |
| 82 |
| 1963 | 1985 | 30 years |
| Hammersmith House Nursing Care Center | Saugus | MA | — |
| 112 |
| 1,919 |
| — |
| 112 |
| 1,919 |
| 2,031 |
| 1,753 |
| 278 |
| 1965 | 1982 | 28 years |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Location | | Initial Cost to Company | | Gross Amount Carried at Close of Period | | | | | | |
| Property Name | City | State / Province | Encumbrances | Land and Improvements | Buildings and Improvements | Costs Capitalized Subsequent to Acquisition | Land and Improvements | Buildings and Improvements | Total | Accumulated Depreciation | NBV | Year of Construction | Year Acquired | Life on Which Depreciation in Income Statement is Computed |
| Eagle Pond Rehabilitation and Living Center | South Dennis | MA | — |
| 296 |
| 6,896 |
| — |
| 296 |
| 6,896 |
| 7,192 |
| 3,850 |
| 3,342 |
| 1985 | 1987 | 50 years |
| Blue Hills Alzheimer's Care Center | Stoughton | MA | — |
| 511 |
| 1,026 |
| — |
| 511 |
| 1,026 |
| 1,537 |
| 1,394 |
| 143 |
| 1965 | 1982 | 28 years |
| Country Gardens Skilled Nursing & Rehabilitation Center | Swansea | MA | — |
| 415 |
| 2,675 |
| — |
| 415 |
| 2,675 |
| 3,090 |
| 2,507 |
| 583 |
| 1969 | 1984 | 27 years |
| Harrington House Nursing and Rehabilitation Center | Walpole | MA | — |
| 4 |
| 4,444 |
| — |
| 4 |
| 4,444 |
| 4,448 |
| 2,285 |
| 2,163 |
| 1991 | 1991 | 45 years |
| Oakwood Rehabilitation and Nursing Center | Webster | MA | — |
| 102 |
| 1,154 |
| — |
| 102 |
| 1,154 |
| 1,256 |
| 1,173 |
| 83 |
| 1967 | 1982 | 31 years |
| Westgate Manor | Bangor | ME | — |
| 287 |
| 2,718 |
| — |
| 287 |
| 2,718 |
| 3,005 |
| 2,492 |
| 513 |
| 1969 | 1985 | 31 years |
| Parkview Acres Care and Rehabilitation Center | Dillon | MT | — |
| 207 |
| 2,578 |
| — |
| 207 |
| 2,578 |
| 2,785 |
| 1,904 |
| 881 |
| 1965 | 1993 | 29 years |
| Park Place Health Care Center | Great Falls | MT | — |
| 600 |
| 6,311 |
| — |
| 600 |
| 6,311 |
| 6,911 |
| 4,624 |
| 2,287 |
| 1963 | 1993 | 28 years |
| Pettigrew Rehabilitation and Healthcare Center | Durham | NC | — |
| 101 |
| 2,889 |
| — |
| 101 |
| 2,889 |
| 2,990 |
| 2,223 |
| 767 |
| 1969 | 1993 | 28 years |
| Rose Manor Healthcare Center | Durham | NC | — |
| 200 |
| 3,527 |
| — |
| 200 |
| 3,527 |
| 3,727 |
| 3,035 |
| 692 |
| 1972 | 1991 | 26 years |
| Guardian Care of Elizabeth City | Elizabeth City | NC | — |
| 71 |
| 561 |
| — |
| 71 |
| 561 |
| 632 |
| 632 |
| — |
| 1977 | 1982 | 20 years |
| Guardian Care of Henderson | Henderson | NC | — |
| 206 |
| 1,997 |
| — |
| 206 |
| 1,997 |
| 2,203 |
| 1,470 |
| 733 |
| 1957 | 1993 | 29 years |
| Lincoln Nursing Center | Lincolnton | NC | — |
| 39 |
| 3,309 |
| — |
| 39 |
| 3,309 |
| 3,348 |
| 2,626 |
| 722 |
| 1976 | 1986 | 35 years |
| Rehabilitation and Nursing Center of Monroe | Monroe | NC | — |
| 185 |
| 2,654 |
| — |
| 185 |
| 2,654 |
| 2,839 |
| 2,057 |
| 782 |
| 1963 | 1993 | 28 years |
| Sunnybrook Healthcare and Rehabilitation Specialists | Raleigh | NC | — |
| 187 |
| 3,409 |
| — |
| 187 |
| 3,409 |
| 3,596 |
| 3,066 |
| 530 |
| 1971 | 1991 | 25 years |
| Raleigh Rehabilitation & Healthcare Center | Raleigh | NC | — |
| 316 |
| 5,470 |
| — |
| 316 |
| 5,470 |
| 5,786 |
| 4,886 |
| 900 |
| 1969 | 1991 | 25 years |
| Guardian Care of Rocky Mount | Rocky Mount | NC | — |
| 240 |
| 1,732 |
| — |
| 240 |
| 1,732 |
| 1,972 |
| 1,487 |
| 485 |
| 1975 | 1997 | 25 years |
| Cypress Pointe Rehabilitation and Health Care Centre | Wilmington | NC | — |
| 233 |
| 3,710 |
| — |
| 233 |
| 3,710 |
| 3,943 |
| 2,872 |
| 1,071 |
| 1966 | 1993 | 28.5 years |
| Silas Creek Manor | Winston-Salem | NC | — |
| 211 |
| 1,893 |
| — |
| 211 |
| 1,893 |
| 2,104 |
| 1,408 |
| 696 |
| 1966 | 1993 | 28.5 years |
| Guardian Care of Zebulon | Zebulon | NC | — |
| 179 |
| 1,933 |
| — |
| 179 |
| 1,933 |
| 2,112 |
| 1,427 |
| 685 |
| 1973 | 1993 | 29 years |
| Hanover Terrace Healthcare | Hanover | NH | — |
| 326 |
| 1,825 |
| — |
| 326 |
| 1,825 |
| 2,151 |
| 1,333 |
| 818 |
| 1969 | 1993 | 29 years |
| Greenbriar Terrace Healthcare | Nashua | NH | — |
| 776 |
| 6,011 |
| — |
| 776 |
| 6,011 |
| 6,787 |
| 5,362 |
| 1,425 |
| 1963 | 1990 | 25 years |
| Cambridge Health & Rehabilitation Center | Cambridge | OH | — |
| 108 |
| 2,642 |
| — |
| 108 |
| 2,642 |
| 2,750 |
| 2,201 |
| 549 |
| 1975 | 1993 | 25 years |
| Winchester Place Nursing and Rehabilitation Center | Canal Winchester | OH | — |
| 454 |
| 7,149 |
| — |
| 454 |
| 7,149 |
| 7,603 |
| 5,771 |
| 1,832 |
| 1974 | 1993 | 28 years |
| Franklin Woods Nursing and Rehabilitation Center | Columbus | OH | — |
| 190 |
| 4,712 |
| — |
| 190 |
| 4,712 |
| 4,902 |
| 2,742 |
| 2,160 |
| 1986 | 1992 | 38 years |
| Lebanon Country Manor | Lebanon | OH | — |
| 105 |
| 3,617 |
| — |
| 105 |
| 3,617 |
| 3,722 |
| 2,452 |
| 1,270 |
| 1984 | 1986 | 43 years |
| Logan Health Care Center | Logan | OH | — |
| 169 |
| 3,750 |
| — |
| 169 |
| 3,750 |
| 3,919 |
| 2,833 |
| 1,086 |
| 1979 | 1991 | 30 years |
| Pickerington Nursing & Rehabilitation Center | Pickerington | OH | — |
| 312 |
| 4,382 |
| — |
| 312 |
| 4,382 |
| 4,694 |
| 2,589 |
| 2,105 |
| 1984 | 1992 | 37 years |
| Sunnyside Care Center | Salem | OR | — |
| 1,512 |
| 2,249 |
| — |
| 1,512 |
| 2,249 |
| 3,761 |
| 1,511 |
| 2,250 |
| 1981 | 1991 | 30 years |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Location | | Initial Cost to Company | | Gross Amount Carried at Close of Period | | | | | | |
| Property Name | City | State / Province | Encumbrances | Land and Improvements | Buildings and Improvements | Costs Capitalized Subsequent to Acquisition | Land and Improvements | Buildings and Improvements | Total | Accumulated Depreciation | NBV | Year of Construction | Year Acquired | Life on Which Depreciation in Income Statement is Computed |
| Wyomissing Nursing and Rehabilitation Center | Reading | PA | — |
| 61 |
| 5,095 |
| — |
| 61 |
| 5,095 |
| 5,156 |
| 2,276 |
| 2,880 |
| 1966 | 1993 | 45 years |
| Oak Hill Nursing and Rehabilitation Center | Pawtucket | RI | — |
| 91 |
| 6,724 |
| — |
| 91 |
| 6,724 |
| 6,815 |
| 3,044 |
| 3,771 |
| 1966 | 1990 | 45 years |
| Masters Health Care Center | Algood | TN | — |
| 524 |
| 4,370 |
| — |
| 524 |
| 4,370 |
| 4,894 |
| 3,249 |
| 1,645 |
| 1981 | 1987 | 38 years |
| Wasatch Care Center | Ogden | UT | — |
| 373 |
| 597 |
| — |
| 373 |
| 597 |
| 970 |
| 600 |
| 370 |
| 1964 | 1990 | 25 years |
| St. George Care and Rehabilitation Center | St. George | UT | — |
| 419 |
| 4,465 |
| — |
| 419 |
| 4,465 |
| 4,884 |
| 3,004 |
| 1,880 |
| 1976 | 1993 | 29 years |
| Nansemond Pointe Rehabilitation and Healthcare Center | Suffolk | VA | — |
| 534 |
| 6,990 |
| — |
| 534 |
| 6,990 |
| 7,524 |
| 4,923 |
| 2,601 |
| 1963 | 1991 | 32 years |
| River Pointe Rehabilitation and Healthcare Center | Virginia Beach | VA | — |
| 770 |
| 4,440 |
| — |
| 770 |
| 4,440 |
| 5,210 |
| 4,051 |
| 1,159 |
| 1953 | 1991 | 25 years |
| Bay Pointe Medical and Rehabilitation Center | Virginia Beach | VA | — |
| 805 |
| 2,886 |
| (380 | ) | 425 |
| 2,886 |
| 3,311 |
| 2,075 |
| 1,236 |
| 1971 | 1993 | 29 years |
| Birchwood Terrace Healthcare | Burlington | VT | — |
| 15 |
| 4,656 |
| — |
| 15 |
| 4,656 |
| 4,671 |
| 4,317 |
| 354 |
| 1965 | 1990 | 27 years |
| Northwest Continuum Care Center | Longview | WA | — |
| 145 |
| 2,563 |
| — |
| 145 |
| 2,563 |
| 2,708 |
| 1,932 |
| 776 |
| 1955 | 1992 | 29 years |
| Rainier Vista Care Center | Puyallup | WA | — |
| 520 |
| 4,780 |
| — |
| 520 |
| 4,780 |
| 5,300 |
| 2,666 |
| 2,634 |
| 1986 | 1991 | 40 years |
| Arden Rehabilitation and Healthcare Center | Seattle | WA | — |
| 1,111 |
| 4,013 |
| — |
| 1,111 |
| 4,013 |
| 5,124 |
| 2,956 |
| 2,168 |
| 1950 | 1993 | 28.5 years |
| Lakewood Healthcare Center | Tacoma | WA | — |
| 504 |
| 3,511 |
| — |
| 504 |
| 3,511 |
| 4,015 |
| 2,165 |
| 1,850 |
| 1989 | 1989 | 45 years |
| Vancouver Health & Rehabilitation Center | Vancouver | WA | — |
| 449 |
| 2,964 |
| — |
| 449 |
| 2,964 |
| 3,413 |
| 2,239 |
| 1,174 |
| 1970 | 1993 | 28 years |
| Eastview Medical and Rehabilitation Center | Antigo | WI | — |
| 200 |
| 4,047 |
| — |
| 200 |
| 4,047 |
| 4,247 |
| 3,542 |
| 705 |
| 1962 | 1991 | 28 years |
| Mount Carmel Medical and Rehabilitation Center | Burlington | WI | — |
| 274 |
| 7,205 |
| — |
| 274 |
| 7,205 |
| 7,479 |
| 4,868 |
| 2,611 |
| 1971 | 1991 | 30 years |
| San Luis Medical and Rehabilitation Center | Green Bay | WI | — |
| 259 |
| 5,299 |
| — |
| 259 |
| 5,299 |
| 5,558 |
| 4,421 |
| 1,137 |
| 1968 | 1996 | 25 years |
| Sheridan Medical Complex | Kenosha | WI | — |
| 282 |
| 4,910 |
| — |
| 282 |
| 4,910 |
| 5,192 |
| 4,336 |
| 856 |
| 1964 | 1991 | 25 years |
| Woodstock Health and Rehabilitation Center | Kenosha | WI | — |
| 562 |
| 7,424 |
| — |
| 562 |
| 7,424 |
| 7,986 |
| 6,767 |
| 1,219 |
| 1970 | 1991 | 25 years |
| North Ridge Medical and Rehabilitation Center | Manitowoc | WI | — |
| 206 |
| 3,785 |
| — |
| 206 |
| 3,785 |
| 3,991 |
| 2,927 |
| 1,064 |
| 1964 | 1992 | 29 years |
| Colonial Manor Medical and Rehabilitation Center | Wausau | WI | — |
| 169 |
| 3,370 |
| — |
| 169 |
| 3,370 |
| 3,539 |
| 2,305 |
| 1,234 |
| 1964 | 1995 | 30 years |
| Mountain Towers Healthcare and Rehabilitation Center | Cheyenne | WY | — |
| 342 |
| 3,468 |
| — |
| 342 |
| 3,468 |
| 3,810 |
| 2,492 |
| 1,318 |
| 1964 | 1992 | 29 years |
| South Central Wyoming Healthcare and Rehabilitation | Rawlins | WY | — |
| 151 |
| 1,738 |
| — |
| 151 |
| 1,738 |
| 1,889 |
| 1,270 |
| 619 |
| 1955 | 1993 | 29 years |
| Wind River Healthcare and Rehabilitation Center | Riverton | WY | — |
| 179 |
| 1,559 |
| — |
| 179 |
| 1,559 |
| 1,738 |
| 1,121 |
| 617 |
| 1967 | 1992 | 29 years |
| TOTAL KINDRED SKILLED NURSING FACILITIES | | | — |
| 31,721 |
| 350,020 |
| (380 | ) | 31,341 |
| 350,020 |
| 381,361 |
| 268,255 |
| 113,106 |
| | | |
| NON-KINDRED SKILLED NURSING FACILITIES | | | |
| |
| |
| |
| |
| |
| |
| |
| |
| | | |
| Heartland | Benton | AR | — |
| 650 |
| 13,540 |
| 18 |
| 650 |
| 13,558 |
| 14,208 |
| 1,129 |
| 13,079 |
| 1992 | 2011 | 35 years |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Location | | Initial Cost to Company | | Gross Amount Carried at Close of Period | | | | | | |
| Property Name | City | State / Province | Encumbrances | Land and Improvements | Buildings and Improvements | Costs Capitalized Subsequent to Acquisition | Land and Improvements | Buildings and Improvements | Total | Accumulated Depreciation | NBV | Year of Construction | Year Acquired | Life on Which Depreciation in Income Statement is Computed |
| Southern Trace | Bryant | AR | — |
| 480 |
| 12,455 |
| — |
| 480 |
| 12,455 |
| 12,935 |
| 1,044 |
| 11,891 |
| 1989 | 2011 | 35 years |
| Beverly Health Care Golflinks | Hot Springs | AR | — |
| 500 |
| 11,311 |
| — |
| 500 |
| 11,311 |
| 11,811 |
| 991 |
| 10,820 |
| 1978 | 2011 | 35 years |
| Lake Village | Lake Village | AR | — |
| 560 |
| 8,594 |
| 23 |
| 560 |
| 8,617 |
| 9,177 |
| 764 |
| 8,413 |
| 1998 | 2011 | 35 years |
| Belle View | Monticello | AR | — |
| 260 |
| 9,542 |
| — |
| 260 |
| 9,542 |
| 9,802 |
| 798 |
| 9,004 |
| 1995 | 2011 | 35 years |
| River Chase | Morrilton | AR | — |
| 240 |
| 9,476 |
| — |
| 240 |
| 9,476 |
| 9,716 |
| 794 |
| 8,922 |
| 1988 | 2011 | 35 years |
| Brookridge Cove | Morrilton | AR | — |
| 410 |
| 11,069 |
| 4 |
| 410 |
| 11,073 |
| 11,483 |
| 945 |
| 10,538 |
| 1996 | 2011 | 35 years |
| River Ridge | Wynne | AR | — |
| 290 |
| 10,763 |
| 1 |
| 290 |
| 10,764 |
| 11,054 |
| 894 |
| 10,160 |
| 1990 | 2011 | 35 years |
| Kachina Point Health Care and Rehabilitation Center | Sedona | AZ | — |
| 364 |
| 4,179 |
| 197 |
| 364 |
| 4,376 |
| 4,740 |
| 3,073 |
| 1,667 |
| 1983 | 1984 | 45 years |
| Villa Campana Health Care Center | Tucson | AZ | — |
| 533 |
| 2,201 |
| 395 |
| 533 |
| 2,596 |
| 3,129 |
| 1,444 |
| 1,685 |
| 1983 | 1993 | 35 years |
| Bay View Nursing and Rehabilitation Center | Alameda | CA | — |
| 1,462 |
| 5,981 |
| 282 |
| 1,462 |
| 6,263 |
| 7,725 |
| 4,597 |
| 3,128 |
| 1967 | 1993 | 45 years |
| Chowchilla Convalescent Center | Chowchilla | CA | — |
| 1,780 |
| 5,097 |
| — |
| 1,780 |
| 5,097 |
| 6,877 |
| 453 |
| 6,424 |
| 1965 | 2011 | 35 years |
| Driftwood Gilroy | Gilroy | CA | — |
| 3,330 |
| 13,665 |
| — |
| 3,330 |
| 13,665 |
| 16,995 |
| 1,170 |
| 15,825 |
| 1968 | 2011 | 35 years |
| Orange Hills Convalescent Hospital | Orange | CA | — |
| 960 |
| 20,968 |
| — |
| 960 |
| 20,968 |
| 21,928 |
| 1,692 |
| 20,236 |
| 1987 | 2011 | 35 years |
| Brighton Care Center | Brighton | CO | — |
| 282 |
| 3,377 |
| 306 |
| 282 |
| 3,683 |
| 3,965 |
| 2,559 |
| 1,406 |
| 1969 | 1992 | 30 years |
| Malley Healthcare and Rehabilitation Center | Northglenn | CO | — |
| 501 |
| 8,294 |
| 243 |
| 501 |
| 8,537 |
| 9,038 |
| 5,868 |
| 3,170 |
| 1971 | 1993 | 29 years |
| Park Place Health Center | Hartford | CT | — |
| 1,370 |
| 2,908 |
| — |
| 1,370 |
| 2,908 |
| 4,278 |
| 441 |
| 3,837 |
| 1969 | 2011 | 35 years |
| Spectrum Healthcare Torrington | Torrington | CT | — |
| 1,770 |
| 2,716 |
| 420 |
| 1,770 |
| 3,136 |
| 4,906 |
| 610 |
| 4,296 |
| 1969 | 2011 | 35 years |
| Beverly Health - Ft. Pierce | Fort Pierce | FL | — |
| 840 |
| 16,318 |
| — |
| 840 |
| 16,318 |
| 17,158 |
| 1,385 |
| 15,773 |
| 1960 | 2011 | 35 years |
| Willowwood Health & Rehab Center | Flowery Branch | GA | — |
| 1,130 |
| 9,219 |
| — |
| 1,130 |
| 9,219 |
| 10,349 |
| 786 |
| 9,563 |
| 1970 | 2011 | 35 years |
| Specialty Care of Marietta | Marietta | GA | — |
| 241 |
| 2,782 |
| 370 |
| 241 |
| 3,152 |
| 3,393 |
| 2,131 |
| 1,262 |
| 1968 | 1993 | 28.5 years |
| Savannah Rehabilitation & Nursing Center | Savannah | GA | — |
| 213 |
| 2,772 |
| 325 |
| 213 |
| 3,097 |
| 3,310 |
| 2,053 |
| 1,257 |
| 1968 | 1993 | 28.5 years |
| Boise Health and Rehabilitation Center | Boise | ID | — |
| 256 |
| 3,593 |
| 281 |
| 256 |
| 3,874 |
| 4,130 |
| 1,547 |
| 2,583 |
| 1977 | 1998 | 45 years |
| Westbury | Lisle | IL | — |
| 730 |
| 9,270 |
| — |
| 730 |
| 9,270 |
| 10,000 |
| 1,860 |
| 8,140 |
| 1990 | 2009 | 35 years |
| Meadowbrooke Rehab Centre & Suites | Anderson | IN | — |
| 1,600 |
| 6,710 |
| — |
| 1,600 |
| 6,710 |
| 8,310 |
| 617 |
| 7,693 |
| 1967 | 2011 | 35 years |
| Chalet Village | Berne | IN | — |
| 590 |
| 1,654 |
| — |
| 590 |
| 1,654 |
| 2,244 |
| 229 |
| 2,015 |
| 1986 | 2011 | 35 years |
| Vermillion Convalescent Center | Clinton | IN | — |
| 700 |
| 11,057 |
| — |
| 700 |
| 11,057 |
| 11,757 |
| 948 |
| 10,809 |
| 1971 | 2011 | 35 years |
| Willow Crossing Health & Rehab Center | Columbus | IN | — |
| 880 |
| 4,963 |
| — |
| 880 |
| 4,963 |
| 5,843 |
| 480 |
| 5,363 |
| 1988 | 2011 | 35 years |
| Greenhill Manor | Fowler | IN | — |
| 380 |
| 7,659 |
| — |
| 380 |
| 7,659 |
| 8,039 |
| 640 |
| 7,399 |
| 1973 | 2011 | 35 years |
| Twin City Healthcare | Gas City | IN | — |
| 350 |
| 3,012 |
| — |
| 350 |
| 3,012 |
| 3,362 |
| 309 |
| 3,053 |
| 1974 | 2011 | 35 years |
| Hanover Nursing Center | Hanover | IN | — |
| 1,070 |
| 3,903 |
| — |
| 1,070 |
| 3,903 |
| 4,973 |
| 458 |
| 4,515 |
| 1975 | 2011 | 35 years |
| Bridgewater Center for Health & Rehab | Hartford City | IN | — |
| 470 |
| 1,855 |
| — |
| 470 |
| 1,855 |
| 2,325 |
| 241 |
| 2,084 |
| 1988 | 2011 | 35 years |
| Oakbrook Village | Huntington | IN | — |
| 600 |
| 1,950 |
| — |
| 600 |
| 1,950 |
| 2,550 |
| 217 |
| 2,333 |
| 1987 | 2011 | 35 years |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Location | | Initial Cost to Company | | Gross Amount Carried at Close of Period | | | | | | |
| Property Name | City | State / Province | Encumbrances | Land and Improvements | Buildings and Improvements | Costs Capitalized Subsequent to Acquisition | Land and Improvements | Buildings and Improvements | Total | Accumulated Depreciation | NBV | Year of Construction | Year Acquired | Life on Which Depreciation in Income Statement is Computed |
| Lakeview Manor | Indianapolis | IN | — |
| 2,780 |
| 7,927 |
| — |
| 2,780 |
| 7,927 |
| 10,707 |
| 806 |
| 9,901 |
| 1968 | 2011 | 35 years |
| Wintersong Village | Knox | IN | — |
| 420 |
| 2,019 |
| — |
| 420 |
| 2,019 |
| 2,439 |
| 208 |
| 2,231 |
| 1984 | 2011 | 35 years |
| Woodland Hills Care Center | Lawrenceburg | IN | — |
| 340 |
| 3,757 |
| — |
| 340 |
| 3,757 |
| 4,097 |
| 408 |
| 3,689 |
| 1966 | 2011 | 35 years |
| Parkwood Health Care Center | Lebanon | IN | — |
| 121 |
| 4,512 |
| 721 |
| 121 |
| 5,233 |
| 5,354 |
| 3,730 |
| 1,624 |
| 1977 | 1993 | 25 years |
| Whispering Pines | Monticello | IN | — |
| 460 |
| 8,461 |
| — |
| 460 |
| 8,461 |
| 8,921 |
| 715 |
| 8,206 |
| 1988 | 2011 | 35 years |
| Muncie Health & Rehabilitation Center | Muncie | IN | — |
| 108 |
| 4,202 |
| 1,124 |
| 108 |
| 5,326 |
| 5,434 |
| 3,467 |
| 1,967 |
| 1980 | 1993 | 25 years |
| Willow Bend Living Center | Muncie | IN | — |
| 1,080 |
| 4,026 |
| — |
| 1,080 |
| 4,026 |
| 5,106 |
| 374 |
| 4,732 |
| 1976 | 2011 | 35 years |
| Liberty Village | Muncie | IN | — |
| 1,520 |
| 7,542 |
| — |
| 1,520 |
| 7,542 |
| 9,062 |
| 665 |
| 8,397 |
| 2001 | 2011 | 35 years |
| Petersburg Health Care Center | Petersburg | IN | — |
| 310 |
| 8,443 |
| — |
| 310 |
| 8,443 |
| 8,753 |
| 732 |
| 8,021 |
| 1970 | 2011 | 35 years |
| Persimmon Ridge Center | Portland | IN | — |
| 400 |
| 9,597 |
| — |
| 400 |
| 9,597 |
| 9,997 |
| 830 |
| 9,167 |
| 1964 | 2011 | 35 years |
| Oakridge Convalescent Center | Richmond | IN | — |
| 640 |
| 11,128 |
| — |
| 640 |
| 11,128 |
| 11,768 |
| 968 |
| 10,800 |
| 1975 | 2011 | 35 years |
| Royal Oaks Health Care and Rehabilitation Center | Terre Haute | IN | — |
| 418 |
| 5,779 |
| 1,044 |
| 428 |
| 6,813 |
| 7,241 |
| 2,590 |
| 4,651 |
| 1995 | 1995 | 45 years |
| Westridge Healthcare Center | Terre Haute | IN | — |
| 690 |
| 5,384 |
| — |
| 690 |
| 5,384 |
| 6,074 |
| 482 |
| 5,592 |
| 1965 | 2011 | 35 years |
| Washington Nursing Center | Washington | IN | — |
| 220 |
| 10,054 |
| — |
| 220 |
| 10,054 |
| 10,274 |
| 886 |
| 9,388 |
| 1968 | 2011 | 35 years |
| Pine Knoll Rehabilitation Center | Winchester | IN | — |
| 730 |
| 6,039 |
| — |
| 730 |
| 6,039 |
| 6,769 |
| 516 |
| 6,253 |
| 1986 | 2011 | 35 years |
| Belleville Health Care Center | Belleville | KS | — |
| 590 |
| 4,170 |
| — |
| 590 |
| 4,170 |
| 4,760 |
| 399 |
| 4,361 |
| 1977 | 2011 | 35 years |
| Oak Ridge Acres | Hiawatha | KS | — |
| 350 |
| 590 |
| — |
| 350 |
| 590 |
| 940 |
| 104 |
| 836 |
| 1974 | 2011 | 35 years |
| Smokey Hill Rehab Center | Salina | KS | — |
| 360 |
| 3,705 |
| — |
| 360 |
| 3,705 |
| 4,065 |
| 410 |
| 3,655 |
| 1981 | 2011 | 35 years |
| Westwood Manor | Topeka | KS | — |
| 250 |
| 3,735 |
| — |
| 250 |
| 3,735 |
| 3,985 |
| 347 |
| 3,638 |
| 1973 | 2011 | 35 years |
| Infinia at Wichita | Wichita | KS | — |
| 350 |
| 13,065 |
| — |
| 350 |
| 13,065 |
| 13,415 |
| 1,054 |
| 12,361 |
| 1965 | 2011 | 35 years |
| Jackson Manor | Annville | KY | — |
| 131 |
| 4,442 |
| — |
| 131 |
| 4,442 |
| 4,573 |
| 909 |
| 3,664 |
| 1989 | 2006 | 35 years |
| Colonial Health & Rehabilitation Center | Bardstown | KY | — |
| 38 |
| 2,829 |
| — |
| 38 |
| 2,829 |
| 2,867 |
| 579 |
| 2,288 |
| 1968 | 2006 | 35 years |
| Oakview Nursing and Rehabilitation Center | Calvert City | KY | — |
| 124 |
| 2,882 |
| 787 |
| 124 |
| 3,669 |
| 3,793 |
| 2,280 |
| 1,513 |
| 1967 | 1990 | 30 years |
| Green Valley Health & Rehabilitation Center | Carrollton | KY | — |
| 29 |
| 2,325 |
| — |
| 29 |
| 2,325 |
| 2,354 |
| 476 |
| 1,878 |
| 1978 | 2006 | 35 years |
| Summit Manor Health & Rehabilitation Center | Columbia | KY | — |
| 38 |
| 12,510 |
| — |
| 38 |
| 12,510 |
| 12,548 |
| 2,562 |
| 9,986 |
| 1965 | 2006 | 35 years |
| Glasgow Health & Rehabilitation Center | Glasgow | KY | — |
| 21 |
| 2,997 |
| — |
| 21 |
| 2,997 |
| 3,018 |
| 614 |
| 2,404 |
| 1968 | 2006 | 35 years |
| Professional Care Health & Rehabilitation Center | Hartford | KY | — |
| 22 |
| 7,905 |
| — |
| 22 |
| 7,905 |
| 7,927 |
| 1,619 |
| 6,308 |
| 1967 | 2006 | 35 years |
| Hart County Health Center | Horse Cave | KY | — |
| 68 |
| 6,059 |
| — |
| 68 |
| 6,059 |
| 6,127 |
| 1,241 |
| 4,886 |
| 1993 | 2006 | 35 years |
| Heritage Hall Health & Rehabilitation Center | Lawrenceburg | KY | — |
| 38 |
| 3,920 |
| — |
| 38 |
| 3,920 |
| 3,958 |
| 803 |
| 3,155 |
| 1973 | 2006 | 35 years |
| Tanbark Health & Rehabilitation Center | Lexington | KY | — |
| 868 |
| 6,061 |
| — |
| 868 |
| 6,061 |
| 6,929 |
| 1,241 |
| 5,688 |
| 1989 | 2006 | 35 years |
| Northfield Centre for Health and Rehabilitation | Louisville | KY | — |
| 285 |
| 1,555 |
| 583 |
| 285 |
| 2,138 |
| 2,423 |
| 1,354 |
| 1,069 |
| 1969 | 1985 | 30 years |
| Jefferson Manor | Louisville | KY | — |
| 2,169 |
| 4,075 |
| — |
| 2,169 |
| 4,075 |
| 6,244 |
| 834 |
| 5,410 |
| 1982 | 2006 | 35 years |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Location | | Initial Cost to Company | | Gross Amount Carried at Close of Period | | | | | | |
| Property Name | City | State / Province | Encumbrances | Land and Improvements | Buildings and Improvements | Costs Capitalized Subsequent to Acquisition | Land and Improvements | Buildings and Improvements | Total | Accumulated Depreciation | NBV | Year of Construction | Year Acquired | Life on Which Depreciation in Income Statement is Computed |
| Jefferson Place | Louisville | KY | — |
| 1,307 |
| 9,175 |
| — |
| 1,307 |
| 9,175 |
| 10,482 |
| 1,879 |
| 8,603 |
| 1991 | 2006 | 35 years |
| Meadowview Health & Rehabilitation Center | Louisville | KY | — |
| 317 |
| 4,666 |
| — |
| 317 |
| 4,666 |
| 4,983 |
| 955 |
| 4,028 |
| 1973 | 2006 | 35 years |
| Rockford Health & Rehabilitation Center | Louisville | KY | — |
| 364 |
| 9,568 |
| — |
| 364 |
| 9,568 |
| 9,932 |
| 1,959 |
| 7,973 |
| 1975 | 2006 | 35 years |
| Summerfield Health & Rehabilitation Center | Louisville | KY | — |
| 1,089 |
| 10,756 |
| — |
| 1,089 |
| 10,756 |
| 11,845 |
| 2,202 |
| 9,643 |
| 1979 | 2006 | 35 years |
| McCreary Health & Rehabilitation Center | Pine Knot | KY | — |
| 73 |
| 2,443 |
| — |
| 73 |
| 2,443 |
| 2,516 |
| 500 |
| 2,016 |
| 1990 | 2006 | 35 years |
| North Hardin Health & Rehabilitation Center | Radcliff | KY | — |
| 218 |
| 11,944 |
| — |
| 218 |
| 11,944 |
| 12,162 |
| 2,446 |
| 9,716 |
| 1986 | 2006 | 35 years |
| Monroe Health & Rehabilitation Center | Tompkinsville | KY | — |
| 32 |
| 8,756 |
| — |
| 32 |
| 8,756 |
| 8,788 |
| 1,793 |
| 6,995 |
| 1969 | 2006 | 35 years |
| Fountain Circle Health and Rehabilitation | Winchester | KY | — |
| 137 |
| 6,120 |
| 707 |
| 137 |
| 6,827 |
| 6,964 |
| 4,817 |
| 2,147 |
| 1967 | 1990 | 30 years |
| Colony House Nursing and Rehabilitation Center | Abington | MA | — |
| 132 |
| 999 |
| 194 |
| 132 |
| 1,193 |
| 1,325 |
| 1,108 |
| 217 |
| 1965 | 1969 | 40 years |
| Wingate at Andover | Andover | MA | — |
| 1,450 |
| 14,798 |
| — |
| 1,450 |
| 14,798 |
| 16,248 |
| 1,288 |
| 14,960 |
| 1992 | 2011 | 35 years |
| Wingate at Brighton | Brighton | MA | — |
| 1,070 |
| 7,383 |
| — |
| 1,070 |
| 7,383 |
| 8,453 |
| 733 |
| 7,720 |
| 1995 | 2011 | 35 years |
| Sachem Skilled Nursing & Rehabilitation Center | East Bridgewater | MA | — |
| 529 |
| 1,238 |
| 232 |
| 529 |
| 1,470 |
| 1,999 |
| 1,589 |
| 410 |
| 1968 | 1982 | 27 years |
| Chestnut Hill Rehab & Nursing | East Longmeadow | MA | — |
| 3,050 |
| 5,392 |
| — |
| 3,050 |
| 5,392 |
| 8,442 |
| 576 |
| 7,866 |
| 1985 | 2011 | 35 years |
| Wingate at Haverhill | Haverhill | MA | — |
| 810 |
| 9,288 |
| — |
| 810 |
| 9,288 |
| 10,098 |
| 884 |
| 9,214 |
| 1973 | 2011 | 35 years |
| Skilled Care Center at Silver Lake | Kingston | MA | — |
| 3,230 |
| 19,870 |
| — |
| 3,230 |
| 19,870 |
| 23,100 |
| 1,864 |
| 21,236 |
| 1992 | 2011 | 35 years |
| Wentworth Skilled Care Center | Lowell | MA | — |
| 820 |
| 11,220 |
| — |
| 820 |
| 11,220 |
| 12,040 |
| 966 |
| 11,074 |
| 1966 | 2011 | 35 years |
| Bolton Manor Nursing and Rehabilitation Center | Marlborough | MA | — |
| 222 |
| 2,431 |
| 228 |
| 222 |
| 2,659 |
| 2,881 |
| 2,142 |
| 739 |
| 1973 | 1984 | 34.5 years |
| The Eliot Healthcare Center | Natick | MA | — |
| 249 |
| 1,328 |
| 230 |
| 249 |
| 1,558 |
| 1,807 |
| 1,395 |
| 412 |
| 1996 | 1982 | 31 years |
| Wingate at Needham | Needham Heights | MA | — |
| 920 |
| 9,236 |
| — |
| 920 |
| 9,236 |
| 10,156 |
| 881 |
| 9,275 |
| 1996 | 2011 | 35 years |
| Country Rehabilitation and Nursing Center | Newburyport | MA | — |
| 199 |
| 3,004 |
| 378 |
| 199 |
| 3,382 |
| 3,581 |
| 2,820 |
| 761 |
| 1968 | 1982 | 27 years |
| Wingate at Reading | Reading | MA | — |
| 920 |
| 7,499 |
| — |
| 920 |
| 7,499 |
| 8,419 |
| 726 |
| 7,693 |
| 1988 | 2011 | 35 years |
| Wingate at South Hadley | South Hadley | MA | — |
| 1,870 |
| 15,572 |
| — |
| 1,870 |
| 15,572 |
| 17,442 |
| 1,331 |
| 16,111 |
| 1988 | 2011 | 35 years |
| Ring East | Springfield | MA | — |
| 1,250 |
| 13,561 |
| — |
| 1,250 |
| 13,561 |
| 14,811 |
| 1,212 |
| 13,599 |
| 1987 | 2011 | 35 years |
| Wingate at Sudbury | Sudbury | MA | — |
| 1,540 |
| 8,100 |
| — |
| 1,540 |
| 8,100 |
| 9,640 |
| 827 |
| 8,813 |
| 1997 | 2011 | 35 years |
| Newton and Wellesley Alzheimer Center | Wellesley | MA | — |
| 297 |
| 3,250 |
| 172 |
| 297 |
| 3,422 |
| 3,719 |
| 2,882 |
| 837 |
| 1971 | 1984 | 30 years |
| Riverdale Gardens Rehab & Nursing | West Springfield | MA | — |
| 2,140 |
| 6,997 |
| 107 |
| 2,140 |
| 7,104 |
| 9,244 |
| 828 |
| 8,416 |
| 1960 | 2011 | 35 years |
| Wingate at Wilbraham | Wilbraham | MA | — |
| 4,070 |
| 10,777 |
| — |
| 4,070 |
| 10,777 |
| 14,847 |
| 1,008 |
| 13,839 |
| 1988 | 2011 | 35 years |
| Worcester Skilled Care Center | Worcester | MA | — |
| 620 |
| 10,958 |
| — |
| 620 |
| 10,958 |
| 11,578 |
| 1,039 |
| 10,539 |
| 1970 | 2011 | 35 years |
| Cumberland Villa Nursing Center | Cumberland | MD | — |
| 660 |
| 23,970 |
| — |
| 660 |
| 23,970 |
| 24,630 |
| 1,905 |
| 22,725 |
| 1968 | 2011 | 35 years |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Location | | Initial Cost to Company | | Gross Amount Carried at Close of Period | | | | | | |
| Property Name | City | State / Province | Encumbrances | Land and Improvements | Buildings and Improvements | Costs Capitalized Subsequent to Acquisition | Land and Improvements | Buildings and Improvements | Total | Accumulated Depreciation | NBV | Year of Construction | Year Acquired | Life on Which Depreciation in Income Statement is Computed |
| Colton Villa | Hagerstown | MD | — |
| 1,550 |
| 16,973 |
| — |
| 1,550 |
| 16,973 |
| 18,523 |
| 1,436 |
| 17,087 |
| 1971 | 2011 | 35 years |
| Westminster Nursing & Convalescent Center | Westminster | MD | — |
| 2,160 |
| 15,931 |
| — |
| 2,160 |
| 15,931 |
| 18,091 |
| 1,347 |
| 16,744 |
| 1973 | 2011 | 35 years |
| Augusta Rehabilitation Center | Augusta | ME | — |
| 152 |
| 1,074 |
| 146 |
| 152 |
| 1,220 |
| 1,372 |
| 1,057 |
| 315 |
| 1968 | 1985 | 30 years |
| Eastside Rehabilitation and Living Center | Bangor | ME | — |
| 316 |
| 1,349 |
| 134 |
| 316 |
| 1,483 |
| 1,799 |
| 1,278 |
| 521 |
| 1967 | 1985 | 30 years |
| Winship Green Nursing Center | Bath | ME | — |
| 110 |
| 1,455 |
| 128 |
| 110 |
| 1,583 |
| 1,693 |
| 1,256 |
| 437 |
| 1974 | 1985 | 35 years |
| Brewer Rehabilitation and Living Center | Brewer | ME | — |
| 228 |
| 2,737 |
| 304 |
| 228 |
| 3,041 |
| 3,269 |
| 2,260 |
| 1,009 |
| 1974 | 1985 | 33 years |
| Kennebunk Nursing and Rehabilitation Center | Kennebunk | ME | — |
| 99 |
| 1,898 |
| 161 |
| 99 |
| 2,059 |
| 2,158 |
| 1,515 |
| 643 |
| 1977 | 1985 | 35 years |
| Norway Rehabilitation & Living Center | Norway | ME | — |
| 133 |
| 1,658 |
| 118 |
| 133 |
| 1,776 |
| 1,909 |
| 1,310 |
| 599 |
| 1972 | 1985 | 39 years |
| Brentwood Rehabilitation and Nursing Center | Yarmouth | ME | — |
| 181 |
| 2,789 |
| 146 |
| 181 |
| 2,935 |
| 3,116 |
| 2,261 |
| 855 |
| 1945 | 1985 | 45 years |
| Autumn Woods Residential Health Care Facility | Warren | MI | — |
| 1,495 |
| 26,015 |
| — |
| 1,495 |
| 26,015 |
| 27,510 |
| 1,273 |
| 26,237 |
| 2012 | 2012 | 35 years |
| Hopkins Healthcare | Hopkins | MN | — |
| 4,470 |
| 21,409 |
| — |
| 4,470 |
| 21,409 |
| 25,879 |
| 1,744 |
| 24,135 |
| 1961 | 2011 | 35 years |
| Andrew Care Home | Minneapolis | MN | — |
| 3,280 |
| 5,083 |
| 80 |
| 3,280 |
| 5,163 |
| 8,443 |
| 745 |
| 7,698 |
| 1941 | 2011 | 35 years |
| Golden Living Center - Rochester East | Rochester | MN | — |
| 639 |
| 3,497 |
| — |
| 639 |
| 3,497 |
| 4,136 |
| 3,558 |
| 578 |
| 1967 | 1982 | 28 years |
| Ashland Healthcare | Ashland | MO | — |
| 770 |
| 4,400 |
| — |
| 770 |
| 4,400 |
| 5,170 |
| 396 |
| 4,774 |
| 1993 | 2011 | 35 years |
| South Hampton Place | Columbia | MO | — |
| 710 |
| 11,279 |
| — |
| 710 |
| 11,279 |
| 11,989 |
| 943 |
| 11,046 |
| 1994 | 2011 | 35 years |
| Dixon Nursing & Rehab | Dixon | MO | — |
| 570 |
| 3,342 |
| — |
| 570 |
| 3,342 |
| 3,912 |
| 321 |
| 3,591 |
| 1989 | 2011 | 35 years |
| Current River Nursing | Doniphan | MO | — |
| 450 |
| 7,703 |
| — |
| 450 |
| 7,703 |
| 8,153 |
| 709 |
| 7,444 |
| 1991 | 2011 | 35 years |
| Forsyth Care Center | Forsyth | MO | — |
| 710 |
| 6,731 |
| — |
| 710 |
| 6,731 |
| 7,441 |
| 644 |
| 6,797 |
| 1993 | 2011 | 35 years |
| Maryville Health Care Center | Maryville | MO | — |
| 630 |
| 5,825 |
| — |
| 630 |
| 5,825 |
| 6,455 |
| 564 |
| 5,891 |
| 1972 | 2011 | 35 years |
| Glenwood Healthcare | Seymour | MO | — |
| 670 |
| 3,737 |
| — |
| 670 |
| 3,737 |
| 4,407 |
| 349 |
| 4,058 |
| 1990 | 2011 | 35 years |
| Silex Community Care | Silex | MO | — |
| 730 |
| 2,689 |
| — |
| 730 |
| 2,689 |
| 3,419 |
| 276 |
| 3,143 |
| 1991 | 2011 | 35 years |
| Gravios Nursing Center | St. Louis | MO | — |
| 1,560 |
| 10,582 |
| — |
| 1,560 |
| 10,582 |
| 12,142 |
| 996 |
| 11,146 |
| 1954 | 2011 | 35 years |
| Bellefontaine Gardens | St. Louis | MO | — |
| 1,610 |
| 4,314 |
| — |
| 1,610 |
| 4,314 |
| 5,924 |
| 451 |
| 5,473 |
| 1988 | 2011 | 35 years |
| Strafford Care Center | Strafford | MO | — |
| 1,670 |
| 8,251 |
| — |
| 1,670 |
| 8,251 |
| 9,921 |
| 700 |
| 9,221 |
| 1995 | 2011 | 35 years |
| Windsor Healthcare | Windsor | MO | — |
| 510 |
| 3,345 |
| — |
| 510 |
| 3,345 |
| 3,855 |
| 321 |
| 3,534 |
| 1996 | 2011 | 35 years |
| Chapel Hill Rehabilitation and Healthcare Center | Chapel Hill | NC | — |
| 347 |
| 3,029 |
| 429 |
| 347 |
| 3,458 |
| 3,805 |
| 2,330 |
| 1,475 |
| 1984 | 1993 | 28 years |
| Rehabilitation and Health Center of Gastonia | Gastonia | NC | — |
| 158 |
| 2,359 |
| 422 |
| 158 |
| 2,781 |
| 2,939 |
| 1,834 |
| 1,105 |
| 1968 | 1992 | 29 years |
| Lakewood Manor | Hendersonville | NC | — |
| 1,610 |
| 7,759 |
| — |
| 1,610 |
| 7,759 |
| 9,369 |
| 742 |
| 8,627 |
| 1979 | 2011 | 35 years |
| Kinston Rehabilitation and Healthcare Center | Kinston | NC | — |
| 186 |
| 3,038 |
| 442 |
| 186 |
| 3,480 |
| 3,666 |
| 2,184 |
| 1,482 |
| 1961 | 1993 | 29 years |
| Guardian Care of Roanoke Rapids | Roanoke Rapids | NC | — |
| 339 |
| 4,132 |
| 504 |
| 339 |
| 4,636 |
| 4,975 |
| 3,661 |
| 1,314 |
| 1967 | 1991 | 25 years |
| Dover Rehabilitation and Living Center | Dover | NH | — |
| 355 |
| 3,797 |
| 217 |
| 355 |
| 4,014 |
| 4,369 |
| 3,680 |
| 689 |
| 1969 | 1990 | 25 years |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Location | | Initial Cost to Company | | Gross Amount Carried at Close of Period | | | | | | |
| Property Name | City | State / Province | Encumbrances | Land and Improvements | Buildings and Improvements | Costs Capitalized Subsequent to Acquisition | Land and Improvements | Buildings and Improvements | Total | Accumulated Depreciation | NBV | Year of Construction | Year Acquired | Life on Which Depreciation in Income Statement is Computed |
| Lopatcong Center | Phillipsburg | NJ | — |
| 1,490 |
| 12,336 |
| — |
| 1,490 |
| 12,336 |
| 13,826 |
| 4,463 |
| 9,363 |
| 1982 | 2004 | 30 years |
| Las Vegas Healthcare and Rehabilitation Center | Las Vegas | NV | — |
| 454 |
| 1,018 |
| 187 |
| 454 |
| 1,205 |
| 1,659 |
| 674 |
| 985 |
| 1940 | 1992 | 30 years |
| Torrey Pines Care Center | Las Vegas | NV | — |
| 256 |
| 1,324 |
| 270 |
| 256 |
| 1,594 |
| 1,850 |
| 1,104 |
| 746 |
| 1971 | 1992 | 29 years |
| Wingate at St. Francis | Beacon | NY | — |
| 1,900 |
| 18,115 |
| — |
| 1,900 |
| 18,115 |
| 20,015 |
| 1,553 |
| 18,462 |
| 2002 | 2011 | 35 years |
| Garden Gate | Cheektowaga | NY | — |
| 760 |
| 15,643 |
| 30 |
| 760 |
| 15,673 |
| 16,433 |
| 1,378 |
| 15,055 |
| 1979 | 2011 | 35 years |
| Brookhaven | East Patchogue | NY | — |
| 1,100 |
| 25,840 |
| 30 |
| 1,100 |
| 25,870 |
| 26,970 |
| 2,068 |
| 24,902 |
| 1988 | 2011 | 35 years |
| Wingate at Dutchess | Fishkill | NY | — |
| 1,300 |
| 19,685 |
| — |
| 1,300 |
| 19,685 |
| 20,985 |
| 1,670 |
| 19,315 |
| 1996 | 2011 | 35 years |
| Autumn View | Hamburg | NY | — |
| 1,190 |
| 24,687 |
| 34 |
| 1,190 |
| 24,721 |
| 25,911 |
| 2,072 |
| 23,839 |
| 1983 | 2011 | 35 years |
| Wingate at Ulster | Highland | NY | — |
| 1,500 |
| 18,223 |
| — |
| 1,500 |
| 18,223 |
| 19,723 |
| 1,488 |
| 18,235 |
| 1998 | 2011 | 35 years |
| North Gate | North Tonawanda | NY | — |
| 1,010 |
| 14,801 |
| 40 |
| 1,010 |
| 14,841 |
| 15,851 |
| 1,335 |
| 14,516 |
| 1982 | 2011 | 35 years |
| Seneca | West Seneca | NY | — |
| 1,400 |
| 13,491 |
| 5 |
| 1,400 |
| 13,496 |
| 14,896 |
| 1,181 |
| 13,715 |
| 1974 | 2011 | 35 years |
| Harris Hill | Williamsville | NY | — |
| 1,240 |
| 33,574 |
| 33 |
| 1,240 |
| 33,607 |
| 34,847 |
| 2,673 |
| 32,174 |
| 1992 | 2011 | 35 years |
| Chillicothe Nursing & Rehabilitation Center | Chillicothe | OH | — |
| 128 |
| 3,481 |
| 312 |
| 128 |
| 3,793 |
| 3,921 |
| 2,965 |
| 956 |
| 1976 | 1985 | 34 years |
| Burlington House | Cincinnati | OH | — |
| 918 |
| 5,087 |
| — |
| 918 |
| 5,087 |
| 6,005 |
| 1,615 |
| 4,390 |
| 1989 | 2004 | 35 years |
| Minerva Park Nursing and Rehabilitation Center | Columbus | OH | — |
| 210 |
| 3,684 |
| 339 |
| 210 |
| 4,023 |
| 4,233 |
| 1,617 |
| 2,616 |
| 1973 | 1997 | 45 years |
| Regency Manor | Columbus | OH | — |
| 606 |
| 16,424 |
| 401 |
| 606 |
| 16,825 |
| 17,431 |
| 10,833 |
| 6,598 |
| 1883 | 2004 | 35 years |
| Coshocton Health & Rehabilitation Center | Coshocton | OH | — |
| 203 |
| 1,979 |
| 324 |
| 203 |
| 2,303 |
| 2,506 |
| 1,655 |
| 851 |
| 1974 | 1993 | 25 years |
| Olentangy Woods | Galion | OH | — |
| 540 |
| 6,324 |
| (1,872 | ) | 540 |
| 4,452 |
| 4,992 |
| 437 |
| 4,555 |
| 1967 | 2011 | 35 years |
| Marietta Convalescent Center | Marietta | OH | — |
| 158 |
| 3,266 |
| 75 |
| 158 |
| 3,341 |
| 3,499 |
| 2,780 |
| 719 |
| 1972 | 1993 | 25 years |
| Renaissance North | Warren | OH | — |
| 1,100 |
| 8,196 |
| (3,831 | ) | 1,059 |
| 4,406 |
| 5,465 |
| 4,566 |
| 899 |
| 1967 | 2011 | 35 years |
| Country Glenn | Washington Court House | OH | — |
| 490 |
| 13,460 |
| (1,700 | ) | 490 |
| 11,760 |
| 12,250 |
| 972 |
| 11,278 |
| 1984 | 2011 | 35 years |
| Willow Park Health Care Center | Lawton | OK | — |
| 300 |
| 12,164 |
| — |
| 300 |
| 12,164 |
| 12,464 |
| 5,920 |
| 6,544 |
| 1985 | 2011 | 35 years |
| Temple Manor Nursing Home | Temple | OK | — |
| 300 |
| 1,779 |
| — |
| 300 |
| 1,779 |
| 2,079 |
| 191 |
| 1,888 |
| 1971 | 2011 | 35 years |
| Tuttle Care Center | Tuttle | OK | — |
| 150 |
| 1,377 |
| — |
| 150 |
| 1,377 |
| 1,527 |
| 167 |
| 1,360 |
| 1960 | 2011 | 35 years |
| Avamere Rehab of Coos Bay | Coos Bay | OR | — |
| 1,920 |
| 3,394 |
| — |
| 1,920 |
| 3,394 |
| 5,314 |
| 332 |
| 4,982 |
| 1968 | 2011 | 35 years |
| Avamere Riverpark of Eugene | Eugene | OR | — |
| 1,960 |
| 17,622 |
| — |
| 1,960 |
| 17,622 |
| 19,582 |
| 1,437 |
| 18,145 |
| 1988 | 2011 | 35 years |
| Avamere Rehab of Eugene | Eugene | OR | — |
| 1,080 |
| 7,257 |
| — |
| 1,080 |
| 7,257 |
| 8,337 |
| 646 |
| 7,691 |
| 1966 | 2011 | 35 years |
| Avamere Rehab of Clackamas | Gladstone | OR | — |
| 820 |
| 3,844 |
| — |
| 820 |
| 3,844 |
| 4,664 |
| 362 |
| 4,302 |
| 1961 | 2011 | 35 years |
| Avamere Rehab of Hillsboro | Hillsboro | OR | — |
| 1,390 |
| 8,628 |
| — |
| 1,390 |
| 8,628 |
| 10,018 |
| 754 |
| 9,264 |
| 1973 | 2011 | 35 years |
| Avamere Rehab of Junction City | Junction City | OR | — |
| 590 |
| 5,583 |
| — |
| 590 |
| 5,583 |
| 6,173 |
| 480 |
| 5,693 |
| 1966 | 2011 | 35 years |
| Avamere Rehab of King City | King City | OR | — |
| 1,290 |
| 10,646 |
| — |
| 1,290 |
| 10,646 |
| 11,936 |
| 892 |
| 11,044 |
| 1975 | 2011 | 35 years |
| Avamere Rehab of Lebanon | Lebanon | OR | — |
| 980 |
| 12,954 |
| — |
| 980 |
| 12,954 |
| 13,934 |
| 1,050 |
| 12,884 |
| 1974 | 2011 | 35 years |
| Medford Rehabilitation and Healthcare Center | Medford | OR | — |
| 362 |
| 4,610 |
| 205 |
| 362 |
| 4,815 |
| 5,177 |
| 3,491 |
| 1,686 |
| 1961 | 1991 | 34 years |
| Newport Rehabilitation & Specialty Care Center | Newport | OR | — |
| 380 |
| 3,420 |
| 775 |
| 380 |
| 4,195 |
| 4,575 |
| 319 |
| 4,256 |
| 1997 | 2011 | 35 years |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Location | | Initial Cost to Company | | Gross Amount Carried at Close of Period | | | | | | |
| Property Name | City | State / Province | Encumbrances | Land and Improvements | Buildings and Improvements | Costs Capitalized Subsequent to Acquisition | Land and Improvements | Buildings and Improvements | Total | Accumulated Depreciation | NBV | Year of Construction | Year Acquired | Life on Which Depreciation in Income Statement is Computed |
| Mountain View | Oregon City | OR | — |
| 1,056 |
| 6,831 |
| — |
| 1,056 |
| 6,831 |
| 7,887 |
| 336 |
| 7,551 |
| 1977 | 2012 | 35 years |
| Avamere Crestview of Portland | Portland | OR | — |
| 1,610 |
| 13,942 |
| — |
| 1,610 |
| 13,942 |
| 15,552 |
| 1,152 |
| 14,400 |
| 1964 | 2011 | 35 years |
| Avamere Twin Oaks of Sweet Home | Sweet Home | OR | — |
| 290 |
| 4,536 |
| — |
| 290 |
| 4,536 |
| 4,826 |
| 386 |
| 4,440 |
| 1972 | 2011 | 35 years |
| Balanced Care at Bloomsburg | Bloomsburg | PA | — |
| 621 |
| 1,371 |
| — |
| 621 |
| 1,371 |
| 1,992 |
| 281 |
| 1,711 |
| 1997 | 2006 | 35 years |
| The Belvedere | Chester | PA | — |
| 822 |
| 7,203 |
| — |
| 822 |
| 7,203 |
| 8,025 |
| 2,593 |
| 5,432 |
| 1899 | 2004 | 30 years |
| Mountain View Nursing Home | Greensburg | PA | — |
| 580 |
| 12,817 |
| — |
| 580 |
| 12,817 |
| 13,397 |
| 1,116 |
| 12,281 |
| 1971 | 2011 | 35 years |
| Pennsburg Manor | Pennsburg | PA | — |
| 1,091 |
| 7,871 |
| — |
| 1,091 |
| 7,871 |
| 8,962 |
| 2,898 |
| 6,064 |
| 1982 | 2004 | 30 years |
| Chapel Manor | Philadelphia | PA | — |
| 1,595 |
| 13,982 |
| 1,358 |
| 1,595 |
| 15,340 |
| 16,935 |
| 5,344 |
| 11,591 |
| 1948 | 2004 | 30 years |
| Wayne Center | Strafford | PA | — |
| 662 |
| 6,872 |
| 850 |
| 662 |
| 7,722 |
| 8,384 |
| 2,841 |
| 5,543 |
| 1875 | 2004 | 30 years |
| Epic- Bayview | Beaufort | SC | — |
| 890 |
| 14,311 |
| — |
| 890 |
| 14,311 |
| 15,201 |
| 1,266 |
| 13,935 |
| 1970 | 2011 | 35 years |
| Dundee Nursing Home | Bennettsville | SC | — |
| 320 |
| 8,693 |
| — |
| 320 |
| 8,693 |
| 9,013 |
| 768 |
| 8,245 |
| 1958 | 2011 | 35 years |
| Epic-Conway | Conway | SC | — |
| 1,090 |
| 16,880 |
| — |
| 1,090 |
| 16,880 |
| 17,970 |
| 1,459 |
| 16,511 |
| 1975 | 2011 | 35 years |
| Mt. Pleasant Nursing Center | Mount Pleasant | SC | — |
| 1,810 |
| 9,079 |
| — |
| 1,810 |
| 9,079 |
| 10,889 |
| 827 |
| 10,062 |
| 1977 | 2011 | 35 years |
| Firesteel | Mitchell | SD | — |
| 690 |
| 15,360 |
| — |
| 690 |
| 15,360 |
| 16,050 |
| 1,303 |
| 14,747 |
| 1966 | 2011 | 35 years |
| Fountain Springs Healthcare Center | Rapid City | SD | — |
| 940 |
| 28,647 |
| — |
| 940 |
| 28,647 |
| 29,587 |
| 2,198 |
| 27,389 |
| 1989 | 2011 | 35 years |
| Brookewood Health Care Center | Decatur | TN | — |
| 470 |
| 4,617 |
| — |
| 470 |
| 4,617 |
| 5,087 |
| 447 |
| 4,640 |
| 1981 | 2011 | 35 years |
| Tri-State Comp Care Center | Harrogate | TN | — |
| 1,520 |
| 11,515 |
| — |
| 1,520 |
| 11,515 |
| 13,035 |
| 974 |
| 12,061 |
| 1990 | 2011 | 35 years |
| Madison Healthcare and Rehabilitation Center | Madison | TN | — |
| 168 |
| 1,445 |
| 269 |
| 168 |
| 1,714 |
| 1,882 |
| 1,124 |
| 758 |
| 1968 | 1992 | 29 years |
| Primacy Healthcare and Rehabilitation Center | Memphis | TN | — |
| 1,222 |
| 8,344 |
| 294 |
| 1,222 |
| 8,638 |
| 9,860 |
| 5,547 |
| 4,313 |
| 1980 | 1990 | 37 years |
| Green Acres - Baytown | Baytown | TX | — |
| 490 |
| 9,104 |
| — |
| 490 |
| 9,104 |
| 9,594 |
| 765 |
| 8,829 |
| 1970 | 2011 | 35 years |
| Allenbrook Healthcare | Baytown | TX | — |
| 470 |
| 11,304 |
| — |
| 470 |
| 11,304 |
| 11,774 |
| 961 |
| 10,813 |
| 1975 | 2011 | 35 years |
| Summer Place Nursing and Rehab | Beaumont | TX | — |
| 1,160 |
| 15,934 |
| — |
| 1,160 |
| 15,934 |
| 17,094 |
| 1,337 |
| 15,757 |
| 2009 | 2011 | 35 years |
| Green Acres - Center | Center | TX | — |
| 200 |
| 5,446 |
| — |
| 200 |
| 5,446 |
| 5,646 |
| 510 |
| 5,136 |
| 1972 | 2011 | 35 years |
| Regency Nursing Home | Clarksville | TX | — |
| 380 |
| 8,711 |
| — |
| 380 |
| 8,711 |
| 9,091 |
| 781 |
| 8,310 |
| 1989 | 2011 | 35 years |
| Park Manor - Conroe | Conroe | TX | — |
| 1,310 |
| 22,318 |
| — |
| 1,310 |
| 22,318 |
| 23,628 |
| 1,759 |
| 21,869 |
| 2001 | 2011 | 35 years |
| Trisun Care Center Westwood | Corpus Christi | TX | — |
| 440 |
| 8,624 |
| — |
| 440 |
| 8,624 |
| 9,064 |
| 741 |
| 8,323 |
| 1973 | 2011 | 35 years |
| Trisun Care Center River Ridge | Corpus Christi | TX | — |
| 890 |
| 7,695 |
| — |
| 890 |
| 7,695 |
| 8,585 |
| 706 |
| 7,879 |
| 1994 | 2011 | 35 years |
| Heritage Oaks West | Corsicana | TX | — |
| 510 |
| 15,806 |
| — |
| 510 |
| 15,806 |
| 16,316 |
| 1,320 |
| 14,996 |
| 1995 | 2011 | 35 years |
| Park Manor | DeSoto | TX | — |
| 1,080 |
| 14,484 |
| — |
| 1,080 |
| 14,484 |
| 15,564 |
| 1,240 |
| 14,324 |
| 1987 | 2011 | 35 years |
| Hill Country Care | Dripping Springs | TX | — |
| 740 |
| 3,973 |
| 16 |
| 756 |
| 3,973 |
| 4,729 |
| 371 |
| 4,358 |
| 1986 | 2011 | 35 years |
| Sandstone Ranch | El Paso | TX | — |
| 1,580 |
| 8,396 |
| — |
| 1,580 |
| 8,396 |
| 9,976 |
| 1,066 |
| 8,910 |
| 2010 | 2011 | 35 years |
| Pecan Tree Rehab & Healthcare | Gainesville | TX | — |
| 430 |
| 11,499 |
| — |
| 430 |
| 11,499 |
| 11,929 |
| 984 |
| 10,945 |
| 1990 | 2011 | 35 years |
| Pleasant Valley Health & Rehab | Garland | TX | — |
| 1,040 |
| 9,383 |
| — |
| 1,040 |
| 9,383 |
| 10,423 |
| 856 |
| 9,567 |
| 2008 | 2011 | 35 years |
| Upshur Manor | Gilmer | TX | — |
| 770 |
| 8,126 |
| — |
| 770 |
| 8,126 |
| 8,896 |
| 728 |
| 8,168 |
| 1990 | 2011 | 35 years |
| Beechnut Manor | Houston | TX | — |
| 1,080 |
| 12,030 |
| — |
| 1,080 |
| 12,030 |
| 13,110 |
| 1,053 |
| 12,057 |
| 1982 | 2011 | 35 years |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Location | | Initial Cost to Company | | Gross Amount Carried at Close of Period | | | | | | |
| Property Name | City | State / Province | Encumbrances | Land and Improvements | Buildings and Improvements | Costs Capitalized Subsequent to Acquisition | Land and Improvements | Buildings and Improvements | Total | Accumulated Depreciation | NBV | Year of Construction | Year Acquired | Life on Which Depreciation in Income Statement is Computed |
| Park Manor - Cypress Station | Houston | TX | — |
| 1,450 |
| 19,542 |
| — |
| 1,450 |
| 19,542 |
| 20,992 |
| 1,569 |
| 19,423 |
| 2003 | 2011 | 35 years |
| Park Manor of Westchase | Houston | TX | — |
| 2,760 |
| 16,715 |
| — |
| 2,760 |
| 16,715 |
| 19,475 |
| 1,369 |
| 18,106 |
| 2005 | 2011 | 35 years |
| Park Manor - Cyfair | Houston | TX | — |
| 1,720 |
| 14,717 |
| — |
| 1,720 |
| 14,717 |
| 16,437 |
| 1,212 |
| 15,225 |
| 1999 | 2011 | 35 years |
| Green Acres - Humble | Humble | TX | — |
| 2,060 |
| 6,738 |
| — |
| 2,060 |
| 6,738 |
| 8,798 |
| 643 |
| 8,155 |
| 1972 | 2011 | 35 years |
| Park Manor - Humble | Humble | TX | — |
| 1,650 |
| 17,257 |
| — |
| 1,650 |
| 17,257 |
| 18,907 |
| 1,406 |
| 17,501 |
| 2003 | 2011 | 35 years |
| Green Acres - Huntsville | Huntsville | TX | — |
| 290 |
| 2,568 |
| — |
| 290 |
| 2,568 |
| 2,858 |
| 296 |
| 2,562 |
| 1968 | 2011 | 35 years |
| Legend Oaks Healthcare | Jacksonville | TX | — |
| 760 |
| 9,639 |
| — |
| 760 |
| 9,639 |
| 10,399 |
| 846 |
| 9,553 |
| 2006 | 2011 | 35 years |
| Avalon Kirbyville | Kirbyville | TX | — |
| 260 |
| 7,713 |
| — |
| 260 |
| 7,713 |
| 7,973 |
| 700 |
| 7,273 |
| 1987 | 2011 | 35 years |
| Millbrook Healthcare | Lancaster | TX | — |
| 750 |
| 7,480 |
| — |
| 750 |
| 7,480 |
| 8,230 |
| 722 |
| 7,508 |
| 2008 | 2011 | 35 years |
| Nexion Health at Linden | Linden | TX | — |
| 680 |
| 3,495 |
| — |
| 680 |
| 3,495 |
| 4,175 |
| 401 |
| 3,774 |
| 1968 | 2011 | 35 years |
| SWLTC Marshall Conroe | Marshall | TX | — |
| 810 |
| 10,093 |
| — |
| 810 |
| 10,093 |
| 10,903 |
| 909 |
| 9,994 |
| 2008 | 2011 | 35 years |
| McKinney Healthcare & Rehab | McKinney | TX | — |
| 1,450 |
| 10,345 |
| — |
| 1,450 |
| 10,345 |
| 11,795 |
| 927 |
| 10,868 |
| 2006 | 2011 | 35 years |
| Park Manor of McKinney | McKinney | TX | — |
| 1,540 |
| 11,049 |
| (2,592 | ) | 1,540 |
| 8,457 |
| 9,997 |
| 792 |
| 9,205 |
| 1993 | 2011 | 35 years |
| Midland Nursing Center | Midland | TX | — |
| 530 |
| 13,311 |
| — |
| 530 |
| 13,311 |
| 13,841 |
| 1,099 |
| 12,742 |
| 2008 | 2011 | 35 years |
| Park Manor of Quail Valley | Missouri City | TX | — |
| 1,920 |
| 16,841 |
| — |
| 1,920 |
| 16,841 |
| 18,761 |
| 1,376 |
| 17,385 |
| 2005 | 2011 | 35 years |
| Nexion Health at Mt. Pleasant | Mount Pleasant | TX | — |
| 520 |
| 5,050 |
| — |
| 520 |
| 5,050 |
| 5,570 |
| 525 |
| 5,045 |
| 1970 | 2011 | 35 years |
| The Meadows Nursing and Rehab | Orange | TX | — |
| 380 |
| 10,777 |
| — |
| 380 |
| 10,777 |
| 11,157 |
| 943 |
| 10,214 |
| 2006 | 2011 | 35 years |
| Cypress Glen Nursing and Rehab | Port Arthur | TX | — |
| 1,340 |
| 14,142 |
| — |
| 1,340 |
| 14,142 |
| 15,482 |
| 1,249 |
| 14,233 |
| 2000 | 2011 | 35 years |
| Cypress Glen East | Port Arthur | TX | — |
| 490 |
| 10,663 |
| — |
| 490 |
| 10,663 |
| 11,153 |
| 924 |
| 10,229 |
| 1986 | 2011 | 35 years |
| Trisun Care Center Coastal Palms | Portland | TX | — |
| 390 |
| 8,548 |
| — |
| 390 |
| 8,548 |
| 8,938 |
| 741 |
| 8,197 |
| 1998 | 2011 | 35 years |
| Legend Oaks Healthcare San Angelo | San Angelo | TX | — |
| 870 |
| 12,282 |
| — |
| 870 |
| 12,282 |
| 13,152 |
| 1,048 |
| 12,104 |
| 2006 | 2011 | 35 years |
| Parklane West | San Antonio | TX | — |
| 770 |
| 10,242 |
| — |
| 770 |
| 10,242 |
| 11,012 |
| 917 |
| 10,095 |
| 1988 | 2011 | 35 years |
| San Pedro Manor | San Antonio | TX | — |
| 740 |
| 11,498 |
| (2,768 | ) | 740 |
| 8,730 |
| 9,470 |
| 809 |
| 8,661 |
| 1986 | 2011 | 35 years |
| Nexion Health at Sherman | Sherman | TX | — |
| 250 |
| 6,636 |
| — |
| 250 |
| 6,636 |
| 6,886 |
| 625 |
| 6,261 |
| 1971 | 2011 | 35 years |
| Avalon Trinity | Trinity | TX | — |
| 330 |
| 9,413 |
| — |
| 330 |
| 9,413 |
| 9,743 |
| 826 |
| 8,917 |
| 1985 | 2011 | 35 years |
| Renfro Nursing Home | Waxahachie | TX | — |
| 510 |
| 7,602 |
| — |
| 510 |
| 7,602 |
| 8,112 |
| 738 |
| 7,374 |
| 1976 | 2011 | 35 years |
| Avalon Wharton | Wharton | TX | — |
| 270 |
| 5,107 |
| — |
| 270 |
| 5,107 |
| 5,377 |
| 521 |
| 4,856 |
| 1988 | 2011 | 35 years |
| Federal Heights Rehabilitation and Nursing Center | Salt Lake City | UT | — |
| 201 |
| 2,322 |
| 247 |
| 201 |
| 2,569 |
| 2,770 |
| 1,816 |
| 954 |
| 1962 | 1992 | 29 years |
| Infinia at Granite Hills | Salt Lake City | UT | — |
| 740 |
| 1,247 |
| 700 |
| 756 |
| 1,931 |
| 2,687 |
| 245 |
| 2,442 |
| 1972 | 2011 | 35 years |
| Crosslands Rehabilitation & Healthcare Center | Sandy | UT | — |
| 334 |
| 4,300 |
| 275 |
| 334 |
| 4,575 |
| 4,909 |
| 2,495 |
| 2,414 |
| 1987 | 1992 | 40 years |
| Sleepy Hollow Manor | Annandale | VA | — |
| 7,210 |
| 13,562 |
| — |
| 7,210 |
| 13,562 |
| 20,772 |
| 1,286 |
| 19,486 |
| 1963 | 2011 | 35 years |
| The Cedars Nursing Home | Charlottesville | VA | — |
| 2,810 |
| 10,763 |
| — |
| 2,810 |
| 10,763 |
| 13,573 |
| 973 |
| 12,600 |
| 1964 | 2011 | 35 years |
| Emporia Manor | Emporia | VA | — |
| 620 |
| 7,492 |
| 15 |
| 635 |
| 7,492 |
| 8,127 |
| 699 |
| 7,428 |
| 1971 | 2011 | 35 years |
| Harbour Pointe Medical and Rehabilitation Center | Norfolk | VA | — |
| 427 |
| 4,441 |
| 838 |
| 427 |
| 5,279 |
| 5,706 |
| 3,415 |
| 2,291 |
| 1969 | 1993 | 28 years |
| Walnut Hill Convalescent Center | Petersburg | VA | — |
| 930 |
| 11,597 |
| — |
| 930 |
| 11,597 |
| 12,527 |
| 984 |
| 11,543 |
| 1972 | 2011 | 35 years |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Location | | Initial Cost to Company | | Gross Amount Carried at Close of Period | | | | | | |
| Property Name | City | State / Province | Encumbrances | Land and Improvements | Buildings and Improvements | Costs Capitalized Subsequent to Acquisition | Land and Improvements | Buildings and Improvements | Total | Accumulated Depreciation | NBV | Year of Construction | Year Acquired | Life on Which Depreciation in Income Statement is Computed |
| Battlefield Park Convalescent Center | Petersburg | VA | — |
| 1,010 |
| 12,489 |
| — |
| 1,010 |
| 12,489 |
| 13,499 |
| 1,048 |
| 12,451 |
| 1976 | 2011 | 35 years |
| Bellingham Health Care and Rehabilitation Services | Bellingham | WA | — |
| 441 |
| 3,824 |
| 153 |
| 441 |
| 3,977 |
| 4,418 |
| 2,863 |
| 1,555 |
| 1972 | 1993 | 28.5 years |
| St. Francis of Bellingham | Bellingham | WA | — |
| 1,740 |
| 23,581 |
| — |
| 1,740 |
| 23,581 |
| 25,321 |
| 1,855 |
| 23,466 |
| 1984 | 2011 | 35 years |
| Evergreen North Cascades | Bellingham | WA | — |
| 1,220 |
| 7,554 |
| — |
| 1,220 |
| 7,554 |
| 8,774 |
| 735 |
| 8,039 |
| 1999 | 2011 | 35 years |
| Everett Rehabilitation & Care | Everett | WA | — |
| 2,750 |
| 27,337 |
| — |
| 2,750 |
| 27,337 |
| 30,087 |
| 2,127 |
| 27,960 |
| 1995 | 2011 | 35 years |
| Avamere Georgian Lakewood | Lakewood | WA | — |
| 620 |
| 3,896 |
| — |
| 620 |
| 3,896 |
| 4,516 |
| 378 |
| 4,138 |
| 1958 | 2011 | 35 years |
| SunRise Care & Rehab Moses Lake | Moses Lake | WA | — |
| 660 |
| 17,439 |
| — |
| 660 |
| 17,439 |
| 18,099 |
| 1,403 |
| 16,696 |
| 1972 | 2011 | 35 years |
| SunRise Care & Rehab Lake Ridge | Moses Lake | WA | — |
| 660 |
| 8,866 |
| — |
| 660 |
| 8,866 |
| 9,526 |
| 747 |
| 8,779 |
| 1988 | 2011 | 35 years |
| Queen Anne Healthcare | Seattle | WA | — |
| 570 |
| 2,750 |
| 228 |
| 570 |
| 2,978 |
| 3,548 |
| 2,136 |
| 1,412 |
| 1970 | 1993 | 29 years |
| Richmond Beach Rehab | Seattle | WA | — |
| 2,930 |
| 16,199 |
| — |
| 2,930 |
| 16,199 |
| 19,129 |
| 1,372 |
| 17,757 |
| 1993 | 2011 | 35 years |
| Avamere Olympic Rehab of Sequim | Sequim | WA | — |
| 590 |
| 16,896 |
| — |
| 590 |
| 16,896 |
| 17,486 |
| 1,382 |
| 16,104 |
| 1974 | 2011 | 35 years |
| Shelton Nursing Home | Shelton | WA | — |
| 510 |
| 8,570 |
| — |
| 510 |
| 8,570 |
| 9,080 |
| 724 |
| 8,356 |
| 1998 | 2011 | 35 years |
| Avamere Heritage Rehab of Tacoma | Tacoma | WA | — |
| 1,760 |
| 4,616 |
| — |
| 1,760 |
| 4,616 |
| 6,376 |
| 454 |
| 5,922 |
| 1968 | 2011 | 35 years |
| Avamere Skilled Nursing Tacoma | Tacoma | WA | — |
| 1,320 |
| 1,544 |
| — |
| 1,320 |
| 1,544 |
| 2,864 |
| 264 |
| 2,600 |
| 1972 | 2011 | 35 years |
| Cascade Park Care Center | Vancouver | WA | — |
| 1,860 |
| 14,854 |
| — |
| 1,860 |
| 14,854 |
| 16,714 |
| 1,193 |
| 15,521 |
| 1991 | 2011 | 35 years |
| Colony Oaks Care Center | Appleton | WI | — |
| 353 |
| 3,571 |
| 138 |
| 353 |
| 3,709 |
| 4,062 |
| 2,875 |
| 1,187 |
| 1967 | 1993 | 29 years |
| Chilton Health and Rehab | Chilton | WI | — |
| 440 |
| 6,114 |
| — |
| 440 |
| 6,114 |
| 6,554 |
| 2,703 |
| 3,851 |
| 1963 | 2011 | 35 years |
| Florence Villa | Florence | WI | — |
| 340 |
| 5,631 |
| — |
| 340 |
| 5,631 |
| 5,971 |
| 514 |
| 5,457 |
| 1970 | 2011 | 35 years |
| Western Village | Green Bay | WI | — |
| 1,310 |
| 4,882 |
| — |
| 1,310 |
| 4,882 |
| 6,192 |
| 512 |
| 5,680 |
| 1965 | 2011 | 35 years |
| Vallhaven Care Center | Neenah | WI | — |
| 337 |
| 5,125 |
| 228 |
| 337 |
| 5,353 |
| 5,690 |
| 3,998 |
| 1,692 |
| 1966 | 1993 | 28 years |
| Kennedy Park Medical & Rehabilitation Center | Schofield | WI | — |
| 301 |
| 3,596 |
| 271 |
| 301 |
| 3,867 |
| 4,168 |
| 3,685 |
| 483 |
| 1966 | 1982 | 29 years |
| Greendale Health & Rehab | Sheboygan | WI | — |
| 880 |
| 1,941 |
| — |
| 880 |
| 1,941 |
| 2,821 |
| 232 |
| 2,589 |
| 1967 | 2011 | 35 years |
| South Shore Manor | St. Francis | WI | — |
| 630 |
| 2,300 |
| — |
| 630 |
| 2,300 |
| 2,930 |
| 220 |
| 2,710 |
| 1960 | 2011 | 35 years |
| Waukesha Springs (Westmoreland) | Waukesha | WI | — |
| 1,380 |
| 16,205 |
| — |
| 1,380 |
| 16,205 |
| 17,585 |
| 1,480 |
| 16,105 |
| 1973 | 2011 | 35 years |
| Wisconsin Dells Health & Rehab | Wisconsin Dells | WI | — |
| 730 |
| 18,994 |
| — |
| 730 |
| 18,994 |
| 19,724 |
| 1,490 |
| 18,234 |
| 1972 | 2011 | 35 years |
| Logan Center | Logan | WV | — |
| 300 |
| 12,959 |
| — |
| 300 |
| 12,959 |
| 13,259 |
| 1,018 |
| 12,241 |
| 1987 | 2011 | 35 years |
| Ravenswood Healthcare Center | Ravenswood | WV | — |
| 320 |
| 12,710 |
| — |
| 320 |
| 12,710 |
| 13,030 |
| 1,001 |
| 12,029 |
| 1987 | 2011 | 35 years |
| Valley Center | South Charleston | WV | — |
| 750 |
| 24,115 |
| — |
| 750 |
| 24,115 |
| 24,865 |
| 1,921 |
| 22,944 |
| 1987 | 2011 | 35 years |
| White Sulphur | White Sulphur Springs | WV | — |
| 250 |
| 13,055 |
| — |
| 250 |
| 13,055 |
| 13,305 |
| 1,035 |
| 12,270 |
| 1987 | 2011 | 35 years |
| Sage View Care Center | Rock Springs | WY | — |
| 287 |
| 2,392 |
| 158 |
| 287 |
| 2,550 |
| 2,837 |
| 1,797 |
| 1,040 |
| 1964 | 1993 | 30 years |
| TOTAL NON-KINDRED SKILLED NURSING FACILITIES | | | — |
| 225,246 |
| 2,233,284 |
| 8,938 |
| 225,262 |
| 2,242,206 |
| 2,467,468 |
| 356,452 |
| 2,111,016 |
| | | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Location | | Initial Cost to Company | | Gross Amount Carried at Close of Period | | | | | | |
| Property Name | City | State / Province | Encumbrances | Land and Improvements | Buildings and Improvements | Costs Capitalized Subsequent to Acquisition | Land and Improvements | Buildings and Improvements | Total | Accumulated Depreciation | NBV | Year of Construction | Year Acquired | Life on Which Depreciation in Income Statement is Computed |
| TOTAL FOR SKILLED NURSING FACILITIES | | | — |
| 256,967 |
| 2,583,304 |
| 8,558 |
| 256,603 |
| 2,592,226 |
| 2,848,829 |
| 624,707 |
| 2,224,122 |
| | | |
| KINDRED HOSPITALS | | | | | | | | | | | | | | |
| Kindred Hospital - Arizona - Phoenix | Phoenix | AZ | — |
| 226 |
| 3,359 |
| — |
| 226 |
| 3,359 |
| 3,585 |
| 2,512 |
| 1,073 |
| 1980 | 1992 | 30 years |
| Kindred Hospital - Scottsdale | Scottsdale | AZ | — |
| 2,310 |
| 6,322 |
| (6,578 | ) | 2,040 |
| 14 |
| 2,054 |
| — |
| 2,054 |
| 1986 | 2011 | 35 years |
| Kindred Hospital - Tucson | Tucson | AZ | — |
| 130 |
| 3,091 |
| — |
| 130 |
| 3,091 |
| 3,221 |
| 2,740 |
| 481 |
| 1969 | 1994 | 25 years |
| Kindred Hospital - Brea | Brea | CA | — |
| 3,144 |
| 2,611 |
| — |
| 3,144 |
| 2,611 |
| 5,755 |
| 1,188 |
| 4,567 |
| 1990 | 1995 | 40 years |
| Kindred Hospital - Ontario | Ontario | CA | — |
| 523 |
| 2,988 |
| — |
| 523 |
| 2,988 |
| 3,511 |
| 2,651 |
| 860 |
| 1950 | 1994 | 25 years |
| Kindred Hospital - San Diego | San Diego | CA | — |
| 670 |
| 11,764 |
| — |
| 670 |
| 11,764 |
| 12,434 |
| 10,623 |
| 1,811 |
| 1965 | 1994 | 25 years |
| Kindred Hospital - San Francisco Bay Area | San Leandro | CA | — |
| 2,735 |
| 5,870 |
| — |
| 2,735 |
| 5,870 |
| 8,605 |
| 5,943 |
| 2,662 |
| 1962 | 1993 | 25 years |
| Kindred Hospital - Westminster | Westminster | CA | — |
| 727 |
| 7,384 |
| — |
| 727 |
| 7,384 |
| 8,111 |
| 7,476 |
| 635 |
| 1973 | 1993 | 20 years |
| Kindred Hospital - Denver | Denver | CO | — |
| 896 |
| 6,367 |
| — |
| 896 |
| 6,367 |
| 7,263 |
| 6,601 |
| 662 |
| 1963 | 1994 | 20 years |
| Kindred Hospital - South Florida - Coral Gables | Coral Gables | FL | — |
| 1,071 |
| 5,348 |
| — |
| 1,071 |
| 5,348 |
| 6,419 |
| 4,628 |
| 1,791 |
| 1956 | 1992 | 30 years |
| Kindred Hospital - South Florida Ft. Lauderdale | Fort Lauderdale | FL | — |
| 1,758 |
| 14,080 |
| — |
| 1,758 |
| 14,080 |
| 15,838 |
| 12,862 |
| 2,976 |
| N/A | 1989 | 30 years |
| Kindred Hospital - North Florida | Green Cove Springs | FL | — |
| 145 |
| 4,613 |
| — |
| 145 |
| 4,613 |
| 4,758 |
| 4,095 |
| 663 |
| 1956 | 1994 | 20 years |
| Kindred Hospital - South Florida - Hollywood | Hollywood | FL | — |
| 605 |
| 5,229 |
| — |
| 605 |
| 5,229 |
| 5,834 |
| 5,207 |
| 627 |
| 1937 | 1995 | 20 years |
| Kindred Hospital - Bay Area St. Petersburg | St. Petersburg | FL | — |
| 1,401 |
| 16,706 |
| — |
| 1,401 |
| 16,706 |
| 18,107 |
| 13,139 |
| 4,968 |
| 1968 | 1997 | 40 years |
| Kindred Hospital - Central Tampa | Tampa | FL | — |
| 2,732 |
| 7,676 |
| — |
| 2,732 |
| 7,676 |
| 10,408 |
| 4,545 |
| 5,863 |
| 1970 | 1993 | 40 years |
| Kindred Hospital - Chicago (North Campus) | Chicago | IL | — |
| 1,583 |
| 19,980 |
| — |
| 1,583 |
| 19,980 |
| 21,563 |
| 18,007 |
| 3,556 |
| 1949 | 1995 | 25 years |
| Kindred - Chicago - Lakeshore | Chicago | IL | — |
| 1,513 |
| 9,525 |
| — |
| 1,513 |
| 9,525 |
| 11,038 |
| 9,338 |
| 1,700 |
| 1995 | 1976 | 20 years |
| Kindred Hospital - Chicago (Northlake Campus) | Northlake | IL | — |
| 850 |
| 6,498 |
| — |
| 850 |
| 6,498 |
| 7,348 |
| 5,398 |
| 1,950 |
| 1960 | 1991 | 30 years |
| Kindred Hospital - Sycamore | Sycamore | IL | — |
| 77 |
| 8,549 |
| — |
| 77 |
| 8,549 |
| 8,626 |
| 7,366 |
| 1,260 |
| 1949 | 1993 | 20 years |
| Kindred Hospital - Indianapolis | Indianapolis | IN | — |
| 985 |
| 3,801 |
| — |
| 985 |
| 3,801 |
| 4,786 |
| 3,129 |
| 1,657 |
| 1955 | 1993 | 30 years |
| Kindred Hospital - Louisville | Louisville | KY | — |
| 3,041 |
| 12,279 |
| — |
| 3,041 |
| 12,279 |
| 15,320 |
| 11,420 |
| 3,900 |
| 1964 | 1995 | 20 years |
| Kindred Hospital - New Orleans | New Orleans | LA | — |
| 648 |
| 4,971 |
| — |
| 648 |
| 4,971 |
| 5,619 |
| 4,184 |
| 1,435 |
| 1968 | 1978 | 20 years |
| Kindred Hospital - Boston | Brighton | MA | — |
| 1,551 |
| 9,796 |
| — |
| 1,551 |
| 9,796 |
| 11,347 |
| 8,858 |
| 2,489 |
| 1930 | 1994 | 25 years |
| Kindred Hospital - Boston North Shore | Peabody | MA | — |
| 543 |
| 7,568 |
| — |
| 543 |
| 7,568 |
| 8,111 |
| 5,279 |
| 2,832 |
| 1974 | 1993 | 40 years |
| Kindred Hospital - Kansas City | Kansas City | MO | — |
| 277 |
| 2,914 |
| — |
| 277 |
| 2,914 |
| 3,191 |
| 2,482 |
| 709 |
| N/A | 1992 | 30 years |
| Kindred Hospital - St. Louis | St. Louis | MO | — |
| 1,126 |
| 2,087 |
| — |
| 1,126 |
| 2,087 |
| 3,213 |
| 1,778 |
| 1,435 |
| 1984 | 1991 | 40 years |
| Kindred Hospital - Greensboro | Greensboro | NC | — |
| 1,010 |
| 7,586 |
| — |
| 1,010 |
| 7,586 |
| 8,596 |
| 7,325 |
| 1,271 |
| 1964 | 1994 | 20 years |
| Kindred Hospital - Albuquerque | Albuquerque | NM | — |
| 11 |
| 4,253 |
| — |
| 11 |
| 4,253 |
| 4,264 |
| 2,627 |
| 1,637 |
| 1985 | 1993 | 40 years |
| Kindred Hospital - Las Vegas (Sahara) | Las Vegas | NV | — |
| 1,110 |
| 2,177 |
| — |
| 1,110 |
| 2,177 |
| 3,287 |
| 1,246 |
| 2,041 |
| 1980 | 1994 | 40 years |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Location | | Initial Cost to Company | | Gross Amount Carried at Close of Period | | | | | | |
| Property Name | City | State / Province | Encumbrances | Land and Improvements | Buildings and Improvements | Costs Capitalized Subsequent to Acquisition | Land and Improvements | Buildings and Improvements | Total | Accumulated Depreciation | NBV | Year of Construction | Year Acquired | Life on Which Depreciation in Income Statement is Computed |
| Kindred Hospital - Oklahoma City | Oklahoma City | OK | — |
| 293 |
| 5,607 |
| — |
| 293 |
| 5,607 |
| 5,900 |
| 4,188 |
| 1,712 |
| 1958 | 1993 | 30 years |
| Kindred Hospital - Pittsburgh | Oakdale | PA | — |
| 662 |
| 12,854 |
| — |
| 662 |
| 12,854 |
| 13,516 |
| 8,941 |
| 4,575 |
| 1972 | 1996 | 40 years |
| Kindred Hospital - Philadelphia | Philadelphia | PA | — |
| 135 |
| 5,223 |
| — |
| 135 |
| 5,223 |
| 5,358 |
| 2,923 |
| 2,435 |
| N/A | 1995 | 35 years |
| Kindred Hospital - Chattanooga | Chattanooga | TN | — |
| 756 |
| 4,415 |
| — |
| 756 |
| 4,415 |
| 5,171 |
| 3,786 |
| 1,385 |
| 1975 | 1993 | 22 years |
| Kindred Hospital - Tarrant County (Fort Worth Southwest) | Fort Worth | TX | — |
| 2,342 |
| 7,458 |
| — |
| 2,342 |
| 7,458 |
| 9,800 |
| 7,211 |
| 2,589 |
| 1987 | 1986 | 20 years |
| Kindred Hospital - Fort Worth | Fort Worth | TX | — |
| 648 |
| 10,608 |
| — |
| 648 |
| 10,608 |
| 11,256 |
| 8,215 |
| 3,041 |
| 1960 | 1994 | 34 years |
| Kindred Hospital (Houston Northwest) | Houston | TX | — |
| 1,699 |
| 6,788 |
| — |
| 1,699 |
| 6,788 |
| 8,487 |
| 4,989 |
| 3,498 |
| 1986 | 1985 | 40 years |
| Kindred Hospital - Houston | Houston | TX | — |
| 33 |
| 7,062 |
| — |
| 33 |
| 7,062 |
| 7,095 |
| 6,383 |
| 712 |
| N/A | 1994 | 20 years |
| Kindred Hospital - Mansfield | Mansfield | TX | — |
| 267 |
| 2,462 |
| — |
| 267 |
| 2,462 |
| 2,729 |
| 1,779 |
| 950 |
| 1983 | 1990 | 40 years |
| Kindred Hospital - San Antonio | San Antonio | TX | — |
| 249 |
| 11,413 |
| — |
| 249 |
| 11,413 |
| 11,662 |
| 8,074 |
| 3,588 |
| 1981 | 1993 | 30 years |
| TOTAL FOR KINDRED HOSPITALS | | | — |
| 40,482 |
| 279,282 |
| (6,578 | ) | 40,212 |
| 272,974 |
| 313,186 |
| 229,136 |
| 84,050 |
| | | |
| NON-KINDRED HOSPITALS | | | |
| |
| |
| |
| |
| |
| |
| |
| |
| | | |
| Southern Arizone Rehab | Tucson | AZ | — |
| 770 |
| 25,589 |
| — |
| 770 |
| 25,589 |
| 26,359 |
| 1,910 |
| 24,449 |
| 1992 | 2011 | 35 years |
| HealthBridge Children's Hospital | Orange | CA | — |
| 1,330 |
| 9,317 |
| — |
| 1,330 |
| 9,317 |
| 10,647 |
| 715 |
| 9,932 |
| 2000 | 2011 | 35 years |
| HealthSouth Rehabilitation Hospital | Tustin | CA | — |
| 2,810 |
| 25,248 |
| — |
| 2,810 |
| 25,248 |
| 28,058 |
| 1,920 |
| 26,138 |
| 1991 | 2011 | 35 years |
| Gateway Rehabilitation Hospital at Florence | Florence | KY | — |
| 3,600 |
| 4,924 |
| — |
| 3,600 |
| 4,924 |
| 8,524 |
| 1,008 |
| 7,516 |
| 2001 | 2006 | 35 years |
| University Hospitals Rehabilitation Hospital | Beachwood | OH | — |
| — |
| — |
| 18,244 |
| 1,800 |
| 16,444 |
| 18,244 |
| 363 |
| 17,881 |
| 2013 | 2012 | 35 years |
| The Ranch/Touchstone | Conroe | TX | — |
| 2,710 |
| 28,428 |
| 3,459 |
| 2,710 |
| 31,887 |
| 34,597 |
| 2,127 |
| 32,470 |
| 1992 | 2011 | 35 years |
| Highlands Regional Rehabilitation Hospital | El Paso | TX | — |
| 1,900 |
| 23,616 |
| — |
| 1,900 |
| 23,616 |
| 25,516 |
| 4,836 |
| 20,680 |
| 1999 | 2006 | 35 years |
| Houston Children's Hospital | Houston | TX | — |
| 1,800 |
| 15,770 |
| — |
| 1,800 |
| 15,770 |
| 17,570 |
| 1,197 |
| 16,373 |
| 1999 | 2011 | 35 years |
| Beacon Specialty Hospital | Spring | TX | — |
| 960 |
| 6,498 |
| — |
| 960 |
| 6,498 |
| 7,458 |
| 506 |
| 6,952 |
| 1995 | 2011 | 35 years |
| TOTAL FOR NON-KINDRED HOSPITALS | | | — |
| 15,880 |
| 139,390 |
| 21,703 |
| 17,680 |
| 159,293 |
| 176,973 |
| 14,582 |
| 162,391 |
| | | |
| TOTAL FOR HOSPITALS | | | — |
| 56,362 |
| 418,672 |
| 15,125 |
| 57,892 |
| 432,267 |
| 490,159 |
| 243,718 |
| 246,441 |
| | | |
| BROOKDALE SENIORS HOUSING COMMUNITIES | | | |
| |
| |
| |
| |
| |
| |
| |
| |
| | | |
| Wellington Place at Muscle Shoals | Muscle Shoals | AL | — |
| 340 |
| 4,017 |
| — |
| 340 |
| 4,017 |
| 4,357 |
| 365 |
| 3,992 |
| 1999 | 2011 | 35 years |
| Sterling House of Chandler | Chandler | AZ | — |
| 2,000 |
| 6,538 |
| — |
| 2,000 |
| 6,538 |
| 8,538 |
| 560 |
| 7,978 |
| 1998 | 2011 | 35 years |
| Park Regency Premier Club | Chandler | AZ | — |
| 2,260 |
| 19,338 |
| — |
| 2,260 |
| 19,338 |
| 21,598 |
| 1,808 |
| 19,790 |
| 1992 | 2011 | 35 years |
| The Springs of East Mesa | Mesa | AZ | — |
| 2,747 |
| 24,918 |
| — |
| 2,747 |
| 24,918 |
| 27,665 |
| 8,272 |
| 19,393 |
| 1986 | 2005 | 35 years |
| Sterling House of Mesa | Mesa | AZ | — |
| 655 |
| 6,998 |
| — |
| 655 |
| 6,998 |
| 7,653 |
| 2,297 |
| 5,356 |
| 1998 | 2005 | 35 years |
| Clare Bridge of Oro Valley | Oro Valley | AZ | — |
| 666 |
| 6,169 |
| — |
| 666 |
| 6,169 |
| 6,835 |
| 2,025 |
| 4,810 |
| 1998 | 2005 | 35 years |
| Sterling House of Peoria | Peoria | AZ | — |
| 598 |
| 4,872 |
| — |
| 598 |
| 4,872 |
| 5,470 |
| 1,599 |
| 3,871 |
| 1998 | 2005 | 35 years |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | Location | | Initial Cost to Company | | Gross Amount Carried at Close of Period | | | | | | |
| Property Name | City | State / Province | Encumbrances | Land and Improvements | Buildings and Improvements | Costs Capitalized Subsequent to Acquisition | Land and Improvements | Buildings and Improvements | Total | Accumulated Depreciation | NBV | Year of Construction | Year Acquired | Life on Which Depreciation in Income Statement is Computed |
| Clare Bridge of Tempe | Tempe | AZ | — |
| 611 |
| 4,066 |
| — |
| 611 |
| 4,066 |
| 4,677 |
| 1,335 |
| 3,342 |
| 1997 | 2005 | 35 years |
| Sterling House on East Speedway | Tucson | AZ | — |
| 506 |
| 4,745 |
| — |
| 506 |
| 4,745 |
| 5,251 |
| 1,558 |
| 3,693 |
| 1998 | 2005 | 35 years |
| Woodside Terrace | Redwood City | CA | — |
| 7,669 |
| 66,691 |
| — |
| 7,669 |
| 66,691 |
| 74,360 |
| 22,389 |
| 51,971 |
| 1988 | 2005 | 35 years |
| The Atrium | San Jose | CA | — |
| 6,240 |
| 66,329 |
| 1,608 |
| 6,240 |
| 67,937 |
| 74,177 |
| 21,177 |
| 53,000 |
| 1987 | 2005 | 35 years |
| Brookdale Place | San Marcos | CA | — |
| 4,288 |
| 36,204 |
| — |
| 4,288 |
| 36,204 |
| 40,492 |
| 12,252 |
| 28,240 |
| 1987 | 2005 | 35 years |
| Ridge Point Assisted Living Inn | Boulder | CO | — |
| 1,290 |
| 20,683 |
| — |
| 1,290 |
| 20,683 |
| 21,973 |
| 1,644 |
| 20,329 |
| 1985 | 2011 | 35 years |
| Wynwood of Colorado Springs | Colorado Springs | CO | — |
| 715 |
| 9,279 |
| — |
| 715 |
| 9,279 |
| 9,994 |
| 3,046 |
| 6,948 |
| 1997 | 2005 | 35 years |
| Wynwood of Pueblo | Pueblo | CO | 5,082 |
| 840 |
| 9,403 |
| — |
| 840 |
| 9,403 |
| 10,243 |
| 3,087 |
| 7,156 |
| 1997 | 2005 | 35 years |
| The Gables at Farmington | Farmington | CT | — |
| 3,995 |
| 36,310 |
| — |
| 3,995 |
| 36,310 |
| 40,305 |
| 12,048 |
| 28,257 |
| 1984 | 2005 | 35 years |
| Chatfield | West Hartford | CT | — |
| 2,493 |
| 22,833 |
| — |
| 2,493 |
| 22,833 |
| 25,326 |
| 7,561 |
| 17,765 |
| 1989 | 2005 | 35 years |
| Clare Bridge of Ft. Myers | Fort Myers | FL | — |
| 1,510 |
| 7,862 |
| — |
| 1,510 |
| 7,862 |
| 9,372 |
| 622 |
| 8,750 |
| 1996 | 2011 | 35 years |
| Wellington Place at Ft Walton | Fort Walton Beach | FL | — |
| 2,610 |
| 11,041 |
| — |
| 2,610 |
| 11,041 |
| 13,651 |
| 872 |
| 12,779 |
| 2000 | 2011 | 35 years |
| Sterling House of Merrimac | Jacksonville | FL | — |
| 860 |
| 16,745 |
| — |
| 860 |
| 16,745 |
| 17,605 |
| 1,268 |
| 16,337 |
| 1997 | 2011 | 35 years |
| Clare Bridge of Jacksonville | Jacksonville | FL | — |
| 1,300 |
| 9,659 |
| — |
| 1,300 |
| 9,659 |
| 10,959 |
| 753 |
| 10,206 |
| 1997 | 2011 | 35 years |
| Sterling House of Ormond Beach | Ormond Beach | FL | — |
| 1,660 |
| 9,738 |
| — |
| 1,660 |
| 9,738 |
| 11,398 |
| 765 |
| 10,633 |
| 1997 | 2011 | 35 years |
| Sterling House of Palm Coast | Palm Coast | FL | — |
| 470 |
| 9,187 |
| — |
| 470 |
| 9,187 |
| 9,657 |
| 728 |
| 8,929 |
| 1997 | 2011 | 35 years |
| Sterling House of Pensacola | Pensacola | FL | — |
| 633 |
| 6,087 |
| — |
| 633 |
| 6,087 |
| 6,720 |
| 1,998 |
| 4,722 |
| 1998 | 2005 | 35 years |
| Sterling House of Englewood (FL) | Rotonda West | FL | — |
| 1,740 |
| 4,331 |
| — |
| 1,740 |
| 4,331 |
| 6,071 |
| 414 |
| 5,657 |
| 1997 | 2011 | 35 years |
| Clare Bridge of Tallahassee | Tallahassee | FL | 4,513 |
| 667 |
| 6,168 |
| — |
| 667 |
| 6,168 |
| 6,835 |
| 2,025 |
| 4,810 |
| 1998 | 2005 | 35 years |
| Sterling House of Tavares | Tavares | FL | — |
| 280 |
| 15,980 |
| — |
| 280 |
| 15,980 |
| 16,260 |
| 1,216 |
| 15,044 |
| 1997 | 2011 | 35 years |
| Clare Bridge of West Melbourne | West Melbourne | FL | 6,431 |
| 586 |
| 5,481 |
| — |
| 586 |
| 5,481 |
| 6,067 |
| 1,799 |
| 4,268 |
| 2000 | 2005 | 35 years |
| The Classic at West Palm Beach | West Palm Beach | FL | 25,826 |
| 3,758 |
| 33,072 |
| — |
| 3,758 |
| 33,072 |
| 36,830 |
| 11,068 |
| 25,762 |
| 1990 | 2005 | 35 years |
| Clare Bridge Cottage of Winter Haven | Winter Haven | FL | — |
| 232 |
| 3,006 |
| — |
| 232 |
| 3,006 |
| 3,238 |
| 987 |
| 2,251 |
| 1997 | 2005 | 35 years |
| Sterling House of Winter Haven | Winter Haven | FL | — |
| 438 |
| 5,549 |
| — |
| 438 |
| 5,549 |
| 5,987 |
| 1,822 |
| 4,165 |
| 1997 | 2005 | 35 years |
| Wynwood of Twin Falls | Twin Falls | ID | — |
| 703 |
| 6,153 |
| — |
| 703 |
| 6,153 |
| 6,856 |
| 2,020 |
| 4,836 |
| 1997 | 2005 | 35 years |
| The Hallmark | Chicago | IL | — |
| 11,057 |
| 107,517 |
| 3,266 |
| 11,057 |
| 110,783 |
| 121,840 |
| 35,120 |
| 86,720 |
| 1990 | 2005 | 35 years |
| The Kenwood of Lake View | Chicago | IL | — |
| 3,072 |
| 26,668 |
| — |
| 3,072 |
| 26,668 |
| 29,740 |
| 8,957 |
| 20,783 |
| 1950 | 2005 | 35 years |
| The Heritage | Des Plaines | IL | 32,000 |
| 6,871 |
| 60,165 |
| — |
| 6,871 |
| 60,165 |
| 67,036 |
| 20,162 |
| 46,874 |
| 1993 | 2005 | 35 years |
| Devonshire of Hoffman Estates | Hoffman Estates | IL | — |
| 3,886 |
| 44,130 |
| — |
| 3,886 |
| 44,130 |
| 48,016 |
| 13,880 |
| 34,136 |
| 1987 | 2005 | 35 years |
| The Devonshire | Lisle | IL | 33,000 |
| 7,953 |
| 70,400 |
| — |
| 7,953 |
| 70,400 |
| 78,353 |
| 23,523 |
| 54,830 |
| 1990 | 2005 | 35 years |
| Seasons at Glenview | Northbrook | IL | — |
| 1,988 |
| 39,762 |
| — |
| 1,988 |
| 39,762 |
| 41,750 |
| 11,557 |
| 30,193 |
| 1999 | 2004 | 35 years |
| Hawthorn Lakes | Vernon Hills | IL | — |
| 4,439 |
| 35,044 |
| — |
| 4,439 |
| 35,044 |
| 39,483 |
| 12,087 |
| 27,396 |
| 1987 | 2005 | 35 years |
| The Willows | Vernon Hills | IL | — |
| 1,147 |
| 10,041 |
| — |
| 1,147 |
| 10,041 |
| 11,188 |
| 3,365 |
| 7,823 |
| 1999 | 2005 | 35 years |
| Sterling House of Evansville | Evansville | IN | 3,620 |
| 357 |
| 3,765 |
| — |
| 357 |
| 3,765 |
| 4,122 |
| 1,236 |
| 2,886 |
| 1998 | 2005 | 35 years |
| Berkshire of Castleton | Indianapolis | IN | — |
| 1,280 |
| 11,515 |
| — |
| 1,280 |
| 11,515 |
| 12,795 |
| 3,831 |
| 8,964 |
| 1986 | 2005 | 35 years |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | Location | | Initial Cost to Company | | Gross Amount Carried at Close of Period | | | | | | |
| Property Name | City | State / Province | Encumbrances | Land and Improvements | Buildings and Improvements | Costs Capitalized Subsequent to Acquisition | Land and Improvements | Buildings and Improvements | Total | Accumulated Depreciation | NBV | Year of Construction | Year Acquired | Life on Which Depreciation in Income Statement is Computed |
| Sterling House of Marion | Marion | IN | — |
| 207 |
| 3,570 |
| — |
| 207 |
| 3,570 |
| 3,777 |
| 1,172 |
| 2,605 |
| 1998 | 2005 | 35 years |
| Sterling House of Portage | Portage | IN | — |
| 128 |
| 3,649 |
| — |
| 128 |
| 3,649 |
| 3,777 |
| 1,198 |
| 2,579 |
| 1999 | 2005 | 35 years |
| Sterling House of Richmond | Richmond | IN | — |
| 495 |
| 4,124 |
| — |
| 495 |
| 4,124 |
| 4,619 |
| 1,354 |
| 3,265 |
| 1998 | 2005 | 35 years |
| Sterling House of Derby | Derby | KS | — |
| 440 |
| 4,422 |
| — |
| 440 |
| 4,422 |
| 4,862 |
| 358 |
| 4,504 |
| 1994 | 2011 | 35 years |
| Clare Bridge of Leawood | Leawood | KS | 3,687 |
| 117 |
| 5,127 |
| — |
| 117 |
| 5,127 |
| 5,244 |
| 1,683 |
| 3,561 |
| 2000 | 2005 | 35 years |
| Sterling House of Salina II | Salina | KS | — |
| 300 |
| 5,657 |
| — |
| 300 |
| 5,657 |
| 5,957 |
| 461 |
| 5,496 |
| 1996 | 2011 | 35 years |
| Clare Bridge Cottage of Topeka | Topeka | KS | 4,937 |
| 370 |
| 6,825 |
| — |
| 370 |
| 6,825 |
| 7,195 |
| 2,241 |
| 4,954 |
| 2000 | 2005 | 35 years |
| Sterling House of Wellington | Wellington | KS | — |
| 310 |
| 2,434 |
| — |
| 310 |
| 2,434 |
| 2,744 |
| 216 |
| 2,528 |
| 1994 | 2011 | 35 years |
| River Bay Club | Quincy | MA | — |
| 6,101 |
| 57,862 |
| — |
| 6,101 |
| 57,862 |
| 63,963 |
| 18,991 |
| 44,972 |
| 1986 | 2005 | 35 years |
| Woven Hearts of Davison | Davison | MI | — |
| 160 |
| 3,189 |
| 2,543 |
| 160 |
| 5,732 |
| 5,892 |
| 283 |
| 5,609 |
| 1997 | 2011 | 35 years |
| Clare Bridge of Delta Charter | Delta Township | MI | — |
| 730 |
| 11,471 |
| — |
| 730 |
| 11,471 |
| 12,201 |
| 890 |
| 11,311 |
| 1998 | 2011 | 35 years |
| Woven Hearts of Delta Charter | Delta Township | MI | — |
| 820 |
| 3,313 |
| — |
| 820 |
| 3,313 |
| 4,133 |
| 361 |
| 3,772 |
| 1998 | 2011 | 35 years |
| Clare Bridge of Farmington Hills I | Farmington Hills | MI | — |
| 580 |
| 10,497 |
| — |
| 580 |
| 10,497 |
| 11,077 |
| 917 |
| 10,160 |
| 1994 | 2011 | 35 years |
| Clare Bridge of Farmington Hills II | Farmington Hills | MI | — |
| 700 |
| 10,246 |
| — |
| 700 |
| 10,246 |
| 10,946 |
| 929 |
| 10,017 |
| 1994 | 2011 | 35 years |
| Wynwood of Meridian Lansing II | Haslett | MI | — |
| 1,340 |
| 6,134 |
| — |
| 1,340 |
| 6,134 |
| 7,474 |
| 540 |
| 6,934 |
| 1998 | 2011 | 35 years |
| Clare Bridge of Grand Blanc I | Holly | MI | — |
| 450 |
| 12,373 |
| — |
| 450 |
| 12,373 |
| 12,823 |
| 965 |
| 11,858 |
| 1998 | 2011 | 35 years |
| Wynwood of Grand Blanc II | Holly | MI | — |
| 620 |
| 14,627 |
| — |
| 620 |
| 14,627 |
| 15,247 |
| 1,155 |
| 14,092 |
| 1998 | 2011 | 35 years |
| Wynwood of Northville | Northville | MI | 7,261 |
| 407 |
| 6,068 |
| — |
| 407 |
| 6,068 |
| 6,475 |
| 1,992 |
| 4,483 |
| 1996 | 2005 | 35 years |
| Clare Bridge of Troy I | Troy | MI | — |
| 630 |
| 17,178 |
| — |
| 630 |
| 17,178 |
| 17,808 |
| 1,320 |
| 16,488 |
| 1998 | 2011 | 35 years |
| Wynwood of Troy II | Troy | MI | — |
| 950 |
| 12,503 |
| — |
| 950 |
| 12,503 |
| 13,453 |
| 1,036 |
| 12,417 |
| 1998 | 2011 | 35 years |
| Wynwood of Utica | Utica | MI | — |
| 1,142 |
| 11,808 |
| — |
| 1,142 |
| 11,808 |
| 12,950 |
| 3,876 |
| 9,074 |
| 1996 | 2005 | 35 years |
| Clare Bridge of Utica | Utica | MI | — |
| 700 |
| 8,657 |
| — |
| 700 |
| 8,657 |
| 9,357 |
| 717 |
| 8,640 |
| 1995 | 2011 | 35 years |
| Sterling House of Blaine | Blaine | MN | — |
| 150 |
| 1,675 |
| — |
| 150 |
| 1,675 |
| 1,825 |
| 550 |
| 1,275 |
| 1997 | 2005 | 35 years |
| Clare Bridge of Eden Prairie | Eden Prairie | MN | — |
| 301 |
| 6,228 |
| — |
| 301 |
| 6,228 |
| 6,529 |
| 2,045 |
| 4,484 |
| 1998 | 2005 | 35 years |
| Woven Hearts of Faribault | Faribault | MN | — |
| 530 |
| 1,085 |
| — |
| 530 |
| 1,085 |
| 1,615 |
| 111 |
| 1,504 |
| 1997 | 2011 | 35 years |
| Sterling House of Inver Grove Heights | Inver Grove Heights | MN | 2,857 |
| 253 |
| 2,655 |
| — |
| 253 |
| 2,655 |
| 2,908 |
| 872 |
| 2,036 |
| 1997 | 2005 | 35 years |
| Woven Hearts of Mankato | Mankato | MN | — |
| 490 |
| 410 |
| — |
| 490 |
| 410 |
| 900 |
| 81 |
| 819 |
| 1996 | 2011 | 35 years |
| Edina Park Plaza | Minneapolis | MN | 15,392 |
| 3,621 |
| 33,141 |
| — |
| 3,621 |
| 33,141 |
| 36,762 |
| 10,977 |
| 25,785 |
| 1998 | 2005 | 35 years |
| Clare Bridge of North Oaks | North Oaks | MN | — |
| 1,057 |
| 8,296 |
| — |
| 1,057 |
| 8,296 |
| 9,353 |
| 2,723 |
| 6,630 |
| 1998 | 2005 | 35 years |
| Clare Bridge of Plymouth | Plymouth | MN | — |
| 679 |
| 8,675 |
| — |
| 679 |
| 8,675 |
| 9,354 |
| 2,848 |
| 6,506 |
| 1998 | 2005 | 35 years |
| Woven Hearts of Sauk Rapids | Sauk Rapids | MN | — |
| 480 |
| 3,178 |
| — |
| 480 |
| 3,178 |
| 3,658 |
| 263 |
| 3,395 |
| 1997 | 2011 | 35 years |
| Woven Hearts of Wilmar | Wilmar | MN | — |
| 470 |
| 4,833 |
| — |
| 470 |
| 4,833 |
| 5,303 |
| 379 |
| 4,924 |
| 1997 | 2011 | 35 years |
| Woven Hearts of Winona | Winona | MN | — |
| 800 |
| 1,390 |
| — |
| 800 |
| 1,390 |
| 2,190 |
| 223 |
| 1,967 |
| 1997 | 2011 | 35 years |
| Wellington Place of Greenville | Greenville | MS | — |
| 600 |
| 1,522 |
| — |
| 600 |
| 1,522 |
| 2,122 |
| 184 |
| 1,938 |
| 1999 | 2011 | 35 years |
| Clare Bridge of Cary | Cary | NC | — |
| 724 |
| 6,466 |
| — |
| 724 |
| 6,466 |
| 7,190 |
| 2,123 |
| 5,067 |
| 1997 | 2005 | 35 years |
| Sterling House of Hickory | Hickory | NC | — |
| 330 |
| 10,981 |
| — |
| 330 |
| 10,981 |
| 11,311 |
| 854 |
| 10,457 |
| 1997 | 2011 | 35 years |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | Location | | Initial Cost to Company | | Gross Amount Carried at Close of Period | | | | | | |
| Property Name | City | State / Province | Encumbrances | Land and Improvements | Buildings and Improvements | Costs Capitalized Subsequent to Acquisition | Land and Improvements | Buildings and Improvements | Total | Accumulated Depreciation | NBV | Year of Construction | Year Acquired | Life on Which Depreciation in Income Statement is Computed |
| Clare Bridge of Winston-Salem | Winston-Salem | NC | — |
| 368 |
| 3,497 |
| — |
| 368 |
| 3,497 |
| 3,865 |
| 1,148 |
| 2,717 |
| 1997 | 2005 | 35 years |
| Brendenwood | Voorhees Township | NJ | 17,989 |
| 3,158 |
| 29,909 |
| — |
| 3,158 |
| 29,909 |
| 33,067 |
| 9,819 |
| 23,248 |
| 1987 | 2005 | 35 years |
| Clare Bridge of Westampton | Westampton | NJ | — |
| 881 |
| 4,741 |
| — |
| 881 |
| 4,741 |
| 5,622 |
| 1,557 |
| 4,065 |
| 1997 | 2005 | 35 years |
| Sterling House of Deptford | Woodbury | NJ | — |
| 1,190 |
| 5,482 |
| — |
| 1,190 |
| 5,482 |
| 6,672 |
| 475 |
| 6,197 |
| 1998 | 2011 | 35 years |
| Ponce de Leon | Santa Fe | NM | — |
| — |
| 28,178 |
| — |
| — |
| 28,178 |
| 28,178 |
| 8,970 |
| 19,208 |
| 1986 | 2005 | 35 years |
| Westwood Assisted Living | Sparks | NV | — |
| 1,040 |
| 7,376 |
| — |
| 1,040 |
| 7,376 |
| 8,416 |
| 713 |
| 7,703 |
| 1991 | 2011 | 35 years |
| Westwood Active Retirement | Sparks | NV | — |
| 1,520 |
| 9,280 |
| — |
| 1,520 |
| 9,280 |
| 10,800 |
| 948 |
| 9,852 |
| 1993 | 2011 | 35 years |
| Wynwood of Kenmore | Buffalo | NY | 13,538 |
| 1,487 |
| 15,170 |
| — |
| 1,487 |
| 15,170 |
| 16,657 |
| 4,980 |
| 11,677 |
| 1995 | 2005 | 35 years |
| Villas of Sherman Brook | Clinton | NY | — |
| 947 |
| 7,528 |
| — |
| 947 |
| 7,528 |
| 8,475 |
| 2,471 |
| 6,004 |
| 1991 | 2005 | 35 years |
| Wynwood of Liberty (Manlius) | Manlius | NY | — |
| 890 |
| 28,237 |
| — |
| 890 |
| 28,237 |
| 29,127 |
| 2,150 |
| 26,977 |
| 1994 | 2011 | 35 years |
| Clare Bridge of Perinton | Pittsford | NY | — |
| 611 |
| 4,066 |
| — |
| 611 |
| 4,066 |
| 4,677 |
| 1,335 |
| 3,342 |
| 1997 | 2005 | 35 years |
| The Gables at Brighton | Rochester | NY | — |
| 1,131 |
| 9,498 |
| — |
| 1,131 |
| 9,498 |
| 10,629 |
| 3,220 |
| 7,409 |
| 1988 | 2005 | 35 years |
| Clare Bridge of Niskayuna | Schenectady | NY | — |
| 1,021 |
| 8,333 |
| — |
| 1,021 |
| 8,333 |
| 9,354 |
| 2,735 |
| 6,619 |
| 1997 | 2005 | 35 years |
| Wynwood of Niskayuna | Schenectady | NY | 17,013 |
| 1,884 |
| 16,103 |
| — |
| 1,884 |
| 16,103 |
| 17,987 |
| 5,286 |
| 12,701 |
| 1996 | 2005 | 35 years |
| Villas of Summerfield | Syracuse | NY | — |
| 1,132 |
| 11,434 |
| — |
| 1,132 |
| 11,434 |
| 12,566 |
| 3,754 |
| 8,812 |
| 1991 | 2005 | 35 years |
| Clare Bridge of Williamsville | Williamsville | NY | 6,999 |
| 839 |
| 3,841 |
| — |
| 839 |
| 3,841 |
| 4,680 |
| 1,261 |
| 3,419 |
| 1997 | 2005 | 35 years |
| Sterling House of Alliance | Alliance | OH | 2,302 |
| 392 |
| 6,283 |
| — |
| 392 |
| 6,283 |
| 6,675 |
| 2,063 |
| 4,612 |
| 1998 | 2005 | 35 years |
| Clare Bridge Cottage of Austintown | Austintown | OH | — |
| 151 |
| 3,087 |
| — |
| 151 |
| 3,087 |
| 3,238 |
| 1,013 |
| 2,225 |
| 1999 | 2005 | 35 years |
| Sterling House of Barberton | Barberton | OH | — |
| 440 |
| 10,884 |
| — |
| 440 |
| 10,884 |
| 11,324 |
| 847 |
| 10,477 |
| 1997 | 2011 | 35 years |
| Sterling House of Beaver Creek | Beavercreek | OH | — |
| 587 |
| 5,381 |
| — |
| 587 |
| 5,381 |
| 5,968 |
| 1,767 |
| 4,201 |
| 1998 | 2005 | 35 years |
| Sterling House of Englewood (OH) | Clayton | OH | — |
| 630 |
| 6,477 |
| — |
| 630 |
| 6,477 |
| 7,107 |
| 532 |
| 6,575 |
| 1997 | 2011 | 35 years |
| Sterling House of Westerville | Columbus | OH | 1,883 |
| 267 |
| 3,600 |
| — |
| 267 |
| 3,600 |
| 3,867 |
| 1,182 |
| 2,685 |
| 1999 | 2005 | 35 years |
| Sterling House of Greenville | Greenville | OH | — |
| 490 |
| 4,144 |
| — |
| 490 |
| 4,144 |
| 4,634 |
| 401 |
| 4,233 |
| 1997 | 2011 | 35 years |
| Sterling House of Lancaster | Lancaster | OH | — |
| 460 |
| 4,662 |
| — |
| 460 |
| 4,662 |
| 5,122 |
| 403 |
| 4,719 |
| 1998 | 2011 | 35 years |
| Sterling House of Marion | Marion | OH | — |
| 620 |
| 3,306 |
| — |
| 620 |
| 3,306 |
| 3,926 |
| 308 |
| 3,618 |
| 1998 | 2011 | 35 years |
| Sterling House of Salem | Salem | OH | — |
| 634 |
| 4,659 |
| — |
| 634 |
| 4,659 |
| 5,293 |
| 1,529 |
| 3,764 |
| 1998 | 2005 | 35 years |
| Sterling House of Springdale | Springdale | OH | — |
| 1,140 |
| 9,134 |
| — |
| 1,140 |
| 9,134 |
| 10,274 |
| 722 |
| 9,552 |
| 1997 | 2011 | 35 years |
| Sterling House of Bartlesville | Bartlesville | OK | — |
| 250 |
| 10,529 |
| — |
| 250 |
| 10,529 |
| 10,779 |
| 806 |
| 9,973 |
| 1997 | 2011 | 35 years |
| Sterling House of Bethany | Bethany | OK | — |
| 390 |
| 1,499 |
| — |
| 390 |
| 1,499 |
| 1,889 |
| 152 |
| 1,737 |
| 1994 | 2011 | 35 years |
| Sterling House of Broken Arrow | Broken Arrow | OK | — |
| 940 |
| 6,312 |
| 6,410 |
| 1,873 |
| 11,789 |
| 13,662 |
| 507 |
| 13,155 |
| 1996 | 2011 | 35 years |
| Forest Grove Residential Community | Forest Grove | OR | — |
| 2,320 |
| 9,633 |
| — |
| 2,320 |
| 9,633 |
| 11,953 |
| 840 |
| 11,113 |
| 1994 | 2011 | 35 years |
| The Heritage at Mt. Hood | Gresham | OR | — |
| 2,410 |
| 9,093 |
| — |
| 2,410 |
| 9,093 |
| 11,503 |
| 793 |
| 10,710 |
| 1988 | 2011 | 35 years |
| McMinnville Residential Estates | McMinnville | OR | 1,973 |
| 1,230 |
| 7,561 |
| — |
| 1,230 |
| 7,561 |
| 8,791 |
| 732 |
| 8,059 |
| 1989 | 2011 | 35 years |
| Homewood Residence at Deane Hill | Knoxville | TN | — |
| 1,150 |
| 15,705 |
| — |
| 1,150 |
| 15,705 |
| 16,855 |
| 1,317 |
| 15,538 |
| 2001 | 2011 | 35 years |
| Wellington Place at Newport | Newport | TN | — |
| 820 |
| 4,046 |
| — |
| 820 |
| 4,046 |
| 4,866 |
| 370 |
| 4,496 |
| 2000 | 2011 | 35 years |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | Location | | Initial Cost to Company | | Gross Amount Carried at Close of Period | | | | | | |
| Property Name | City | State / Province | Encumbrances | Land and Improvements | Buildings and Improvements | Costs Capitalized Subsequent to Acquisition | Land and Improvements | Buildings and Improvements | Total | Accumulated Depreciation | NBV | Year of Construction | Year Acquired | Life on Which Depreciation in Income Statement is Computed |
| Trinity Towers | Corpus Christi | TX | — |
| 1,920 |
| 71,661 |
| — |
| 1,920 |
| 71,661 |
| 73,581 |
| 5,578 |
| 68,003 |
| 1985 | 2011 | 35 years |
| Sterling House of Denton | Denton | TX | — |
| 1,750 |
| 6,712 |
| — |
| 1,750 |
| 6,712 |
| 8,462 |
| 538 |
| 7,924 |
| 1996 | 2011 | 35 years |
| Sterling House of Ennis | Ennis | TX | — |
| 460 |
| 3,284 |
| — |
| 460 |
| 3,284 |
| 3,744 |
| 289 |
| 3,455 |
| 1996 | 2011 | 35 years |
| Broadway Plaza at Westover Hill | Fort Worth | TX | — |
| 1,660 |
| 25,703 |
| — |
| 1,660 |
| 25,703 |
| 27,363 |
| 1,997 |
| 25,366 |
| 2001 | 2011 | 35 years |
| Hampton at Pinegate | Houston | TX | — |
| 3,440 |
| 15,913 |
| — |
| 3,440 |
| 15,913 |
| 19,353 |
| 1,307 |
| 18,046 |
| 1998 | 2011 | 35 years |
| Hampton at Shadowlake | Houston | TX | — |
| 2,520 |
| 13,770 |
| — |
| 2,520 |
| 13,770 |
| 16,290 |
| 1,153 |
| 15,137 |
| 1999 | 2011 | 35 years |
| Hampton at Spring Shadow | Houston | TX | — |
| 1,250 |
| 15,760 |
| — |
| 1,250 |
| 15,760 |
| 17,010 |
| 1,253 |
| 15,757 |
| 1999 | 2011 | 35 years |
| Sterling House of Kerrville | Kerrville | TX | — |
| 460 |
| 8,548 |
| — |
| 460 |
| 8,548 |
| 9,008 |
| 667 |
| 8,341 |
| 1997 | 2011 | 35 years |
| Sterling House of Lancaster | Lancaster | TX | — |
| 410 |
| 1,478 |
| — |
| 410 |
| 1,478 |
| 1,888 |
| 164 |
| 1,724 |
| 1997 | 2011 | 35 years |
| Sterling House of Paris | Paris | TX | — |
| 360 |
| 2,411 |
| — |
| 360 |
| 2,411 |
| 2,771 |
| 231 |
| 2,540 |
| 1996 | 2011 | 35 years |
| Hampton at Pearland | Pearland | TX | — |
| 1,250 |
| 12,869 |
| — |
| 1,250 |
| 12,869 |
| 14,119 |
| 1,072 |
| 13,047 |
| 1998 | 2011 | 35 years |
| Sterling House of San Antonio | San Antonio | TX | — |
| 1,400 |
| 10,051 |
| — |
| 1,400 |
| 10,051 |
| 11,451 |
| 796 |
| 10,655 |
| 1997 | 2011 | 35 years |
| Sterling House of Temple | Temple | TX | — |
| 330 |
| 5,081 |
| — |
| 330 |
| 5,081 |
| 5,411 |
| 428 |
| 4,983 |
| 1997 | 2011 | 35 years |
| Clare Bridge of Lynwood | Lynnwood | WA | — |
| 1,219 |
| 9,573 |
| — |
| 1,219 |
| 9,573 |
| 10,792 |
| 3,143 |
| 7,649 |
| 1999 | 2005 | 35 years |
| Clare Bridge of Puyallup | Puyallup | WA | 9,867 |
| 1,055 |
| 8,298 |
| — |
| 1,055 |
| 8,298 |
| 9,353 |
| 2,724 |
| 6,629 |
| 1998 | 2005 | 35 years |
| Columbia Edgewater | Richland | WA | — |
| 960 |
| 23,270 |
| — |
| 960 |
| 23,270 |
| 24,230 |
| 1,867 |
| 22,363 |
| 1990 | 2011 | 35 years |
| Park Place | Spokane | WA | — |
| 1,622 |
| 12,895 |
| — |
| 1,622 |
| 12,895 |
| 14,517 |
| 4,439 |
| 10,078 |
| 1915 | 2005 | 35 years |
| Crossings at Allenmore | Tacoma | WA | — |
| 620 |
| 16,186 |
| — |
| 620 |
| 16,186 |
| 16,806 |
| 1,254 |
| 15,552 |
| 1997 | 2011 | 35 years |
| Union Park at Allenmore | Tacoma | WA | — |
| 1,710 |
| 3,326 |
| — |
| 1,710 |
| 3,326 |
| 5,036 |
| 419 |
| 4,617 |
| 1988 | 2011 | 35 years |
| Crossings at Yakima | Yakima | WA | — |
| 860 |
| 15,276 |
| — |
| 860 |
| 15,276 |
| 16,136 |
| 1,221 |
| 14,915 |
| 1998 | 2011 | 35 years |
| Sterling House of Fond du Lac | Fond du Lac | WI | — |
| 196 |
| 1,603 |
| — |
| 196 |
| 1,603 |
| 1,799 |
| 526 |
| 1,273 |
| 2000 | 2005 | 35 years |
| Clare Bridge of Kenosha | Kenosha | WI | — |
| 551 |
| 5,431 |
| 2,772 |
| 551 |
| 8,203 |
| 8,754 |
| 2,208 |
| 6,546 |
| 2000 | 2005 | 35 years |
| Woven Hearts of Kenosha | Kenosha | WI | — |
| 630 |
| 1,694 |
| — |
| 630 |
| 1,694 |
| 2,324 |
| 157 |
| 2,167 |
| 1997 | 2011 | 35 years |
| Clare Bridge Cottage of La Crosse | La Crosse | WI | — |
| 621 |
| 4,056 |
| 1,126 |
| 621 |
| 5,182 |
| 5,803 |
| 1,505 |
| 4,298 |
| 2004 | 2005 | 35 years |
| Sterling House of La Crosse | La Crosse | WI | — |
| 644 |
| 5,831 |
| 2,637 |
| 644 |
| 8,468 |
| 9,112 |
| 2,320 |
| 6,792 |
| 1998 | 2005 | 35 years |
| Sterling House of Middleton | Middleton | WI | — |
| 360 |
| 5,041 |
| — |
| 360 |
| 5,041 |
| 5,401 |
| 397 |
| 5,004 |
| 1997 | 2011 | 35 years |
| Woven Hearts of Neenah | Neenah | WI | — |
| 340 |
| 1,030 |
| — |
| 340 |
| 1,030 |
| 1,370 |
| 108 |
| 1,262 |
| 1996 | 2011 | 35 years |
| Woven Hearts of Onalaska | Onalaska | WI | — |
| 250 |
| 4,949 |
| — |
| 250 |
| 4,949 |
| 5,199 |
| 387 |
| 4,812 |
| 1995 | 2011 | 35 years |
| Woven Hearts of Oshkosh | Oshkosh | WI | — |
| 160 |
| 1,904 |
| — |
| 160 |
| 1,904 |
| 2,064 |
| 172 |
| 1,892 |
| 1996 | 2011 | 35 years |
| Woven Hearts of Sun Prairie | Sun Prairie | WI | — |
| 350 |
| 1,131 |
| — |
| 350 |
| 1,131 |
| 1,481 |
| 115 |
| 1,366 |
| 1994 | 2011 | 35 years |
| TOTAL FOR BROOKDALE SENIORS HOUSING COMMUNITIES | | | 216,170 |
| 188,370 |
| 1,854,131 |
| 20,362 |
| 189,303 |
| 1,873,560 |
| 2,062,863 |
| 437,527 |
| 1,625,336 |
| | | |
| SUNRISE SENIORS HOUSING COMMUNITIES | | | |
| |
| |
| |
| |
| |
| |
| |
| |
| | | |
| Sunrise of Chandler | Chandler | AZ | — |
| 4,344 |
| 14,455 |
| 129 |
| 4,344 |
| 14,584 |
| 18,928 |
| 883 |
| 18,045 |
| 2007 | 2012 | 35 years |
| Sunrise of Scottsdale | Scottsdale | AZ | — |
| 2,229 |
| 27,575 |
| 368 |
| 2,255 |
| 27,917 |
| 30,172 |
| 5,738 |
| 24,434 |
| 2007 | 2007 | 35 years |
| Sunrise of River Road | Tucson | AZ | — |
| 2,971 |
| 12,399 |
| 26 |
| 2,971 |
| 12,425 |
| 15,396 |
| 688 |
| 14,708 |
| 2008 | 2012 | 35 years |
| Sunrise of Lynn Valley | Vancouver | BC | 13,213 |
| 11,759 |
| 37,424 |
| (2,644 | ) | 11,001 |
| 35,538 |
| 46,539 |
| 7,239 |
| 39,300 |
| 2002 | 2007 | 35 years |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | Location | | Initial Cost to Company | | Gross Amount Carried at Close of Period | | | | | | |
| Property Name | City | State / Province | Encumbrances | Land and Improvements | Buildings and Improvements | Costs Capitalized Subsequent to Acquisition | Land and Improvements | Buildings and Improvements | Total | Accumulated Depreciation | NBV | Year of Construction | Year Acquired | Life on Which Depreciation in Income Statement is Computed |
| Sunrise of Vancouver | Vancouver | BC | — |
| 6,649 |
| 31,937 |
| 311 |
| 6,665 |
| 32,232 |
| 38,897 |
| 7,114 |
| 31,783 |
| 2005 | 2007 | 35 years |
| Sunrise of Victoria | Victoria | BC | 12,559 |
| 8,332 |
| 29,970 |
| (1,966 | ) | 7,808 |
| 28,528 |
| 36,336 |
| 5,946 |
| 30,390 |
| 2001 | 2007 | 35 years |
| Sunrise at La Costa | Carlsbad | CA | — |
| 4,890 |
| 20,590 |
| 847 |
| 4,920 |
| 21,407 |
| 26,327 |
| 5,014 |
| 21,313 |
| 1999 | 2007 | 35 years |
| Sunrise of Carmichael | Carmichael | CA | — |
| 1,269 |
| 14,598 |
| 27 |
| 1,269 |
| 14,625 |
| 15,894 |
| 853 |
| 15,041 |
| 2009 | 2012 | 35 years |
| Sunrise of Fair Oaks | Fair Oaks | CA | 10,799 |
| 1,456 |
| 23,679 |
| 1,458 |
| 2,190 |
| 24,403 |
| 26,593 |
| 5,346 |
| 21,247 |
| 2001 | 2007 | 35 years |
| Sunrise of Mission Viejo | Mission Viejo | CA | — |
| 3,802 |
| 24,560 |
| 897 |
| 3,821 |
| 25,438 |
| 29,259 |
| 5,620 |
| 23,639 |
| 1998 | 2007 | 35 years |
| Sunrise of Pacific Palisades | Pacific Palisades | CA | 7,592 |
| 4,458 |
| 17,064 |
| 765 |
| 4,461 |
| 17,826 |
| 22,287 |
| 4,122 |
| 18,165 |
| 2001 | 2007 | 35 years |
| Sunrise at Canyon Crest | Riverside | CA | — |
| 5,486 |
| 19,658 |
| 753 |
| 5,515 |
| 20,382 |
| 25,897 |
| 4,593 |
| 21,304 |
| 2006 | 2007 | 35 years |
| Sunrise of Rocklin | Rocklin | CA | — |
| 1,378 |
| 23,565 |
| 561 |
| 1,409 |
| 24,095 |
| 25,504 |
| 5,013 |
| 20,491 |
| 2007 | 2007 | 35 years |
| Sunrise of San Mateo | San Mateo | CA | — |
| 2,682 |
| 35,335 |
| 1,124 |
| 2,686 |
| 36,455 |
| 39,141 |
| 7,448 |
| 31,693 |
| 1999 | 2007 | 35 years |
| Sunrise of Sunnyvale | Sunnyvale | CA | — |
| 2,933 |
| 34,361 |
| 604 |
| 2,948 |
| 34,950 |
| 37,898 |
| 7,226 |
| 30,672 |
| 2000 | 2007 | 35 years |
| Sunrise at Sterling Canyon | Valencia | CA | 17,043 |
| 3,868 |
| 29,293 |
| 3,561 |
| 3,966 |
| 32,756 |
| 36,722 |
| 7,170 |
| 29,552 |
| 1998 | 2007 | 35 years |
| Sunrise of Westlake Village | Westlake Village | CA | — |
| 4,935 |
| 30,722 |
| 594 |
| 4,947 |
| 31,304 |
| 36,251 |
| 6,484 |
| 29,767 |
| 2004 | 2007 | 35 years |
| Sunrise at Yorba Linda | Yorba Linda | CA | — |
| 1,689 |
| 25,240 |
| 850 |
| 1,714 |
| 26,065 |
| 27,779 |
| 5,350 |
| 22,429 |
| 2002 | 2007 | 35 years |
| Sunrise at Cherry Creek | Denver | CO | — |
| 1,621 |
| 28,370 |
| 749 |
| 1,702 |
| 29,038 |
| 30,740 |
| 6,144 |
| 24,596 |
| 2000 | 2007 | 35 years |
| Sunrise at Pinehurst | Denver | CO | — |
| 1,417 |
| 30,885 |
| 1,269 |
| 1,431 |
| 32,140 |
| 33,571 |
| 7,059 |
| 26,512 |
| 1998 | 2007 | 35 years |
| Sunrise at Orchard | Littleton | CO | 10,727 |
| 1,813 |
| 22,183 |
| 1,032 |
| 1,846 |
| 23,182 |
| 25,028 |
| 5,128 |
| 19,900 |
| 1997 | 2007 | 35 years |
| Sunrise of Westminster | Westminster | CO | 7,679 |
| 2,649 |
| 16,243 |
| 891 |
| 2,686 |
| 17,097 |
| 19,783 |
| 3,880 |
| 15,903 |
| 2000 | 2007 | 35 years |
| Sunrise of Stamford | Stamford | CT | — |
| 4,612 |
| 28,533 |
| 1,200 |
| 4,629 |
| 29,716 |
| 34,345 |
| 6,584 |
| 27,761 |
| 1999 | 2007 | 35 years |
| Sunrise of Jacksonville | Jacksonville | FL | — |
| 2,390 |
| 17,671 |
| 27 |
| 2,392 |
| 17,696 |
| 20,088 |
| 1,044 |
| 19,044 |
| 2009 | 2012 | 35 years |
| Sunrise of Ivey Ridge | Alpharetta | GA | 5,233 |
| 1,507 |
| 18,516 |
| 720 |
| 1,513 |
| 19,230 |
| 20,743 |
| 4,384 |
| 16,359 |
| 1998 | 2007 | 35 years |
| Sunrise of Huntcliff I | Atlanta | GA | 31,200 |
| 4,232 |
| 66,161 |
| 11,031 |
| 4,226 |
| 77,198 |
| 81,424 |
| 14,368 |
| 67,056 |
| 1987 | 2007 | 35 years |
| Sunrise of Huntcliff II | Atlanta | GA | 5,025 |
| 2,154 |
| 17,137 |
| 1,543 |
| 2,154 |
| 18,680 |
| 20,834 |
| 3,932 |
| 16,902 |
| 1998 | 2007 | 35 years |
| Sunrise at East Cobb | Marietta | GA | 9,640 |
| 1,797 |
| 23,420 |
| 1,098 |
| 1,799 |
| 24,516 |
| 26,315 |
| 5,253 |
| 21,062 |
| 1997 | 2007 | 35 years |
| Sunrise of Barrington | Barrington | IL | — |
| 859 |
| 15,085 |
| 45 |
| 859 |
| 15,130 |
| 15,989 |
| 890 |
| 15,099 |
| 2007 | 2012 | 35 years |
| Sunrise of Bloomingdale | Bloomingdale | IL | — |
| 1,287 |
| 38,625 |
| 1,112 |
| 1,311 |
| 39,713 |
| 41,024 |
| 8,283 |
| 32,741 |
| 2000 | 2007 | 35 years |
| Sunrise of Buffalo Grove | Buffalo Grove | IL | — |
| 2,154 |
| 28,021 |
| 781 |
| 2,251 |
| 28,705 |
| 30,956 |
| 6,221 |
| 24,735 |
| 1999 | 2007 | 35 years |
| Sunrise of Lincoln Park | Chicago | IL | — |
| 3,485 |
| 26,687 |
| 463 |
| 3,504 |
| 27,131 |
| 30,635 |
| 5,498 |
| 25,137 |
| 2003 | 2007 | 35 years |
| Sunrise of Glen Ellyn | Glen Ellyn | IL | — |
| 2,455 |
| 34,064 |
| 947 |
| 2,475 |
| 34,991 |
| 37,466 |
| 7,585 |
| 29,881 |
| 2000 | 2007 | 35 years |
| Sunrise of Naperville | Naperville | IL | — |
| 1,946 |
| 28,538 |
| 1,733 |
| 1,977 |
| 30,240 |
| 32,217 |
| 6,547 |
| 25,670 |
| 1999 | 2007 | 35 years |
| Sunrise of Palos Park | Palos Park | IL | 19,271 |
| 2,363 |
| 42,205 |
| 747 |
| 2,369 |
| 42,946 |
| 45,315 |
| 9,102 |
| 36,213 |
| 2001 | 2007 | 35 years |
| Sunrise of Park Ridge | Park Ridge | IL | — |
| 5,533 |
| 39,557 |
| 1,294 |
| 5,612 |
| 40,772 |
| 46,384 |
| 8,403 |
| 37,981 |
| 1998 | 2007 | 35 years |
| Sunrise of Willowbrook | Willowbrook | IL | 19,057 |
| 1,454 |
| 60,738 |
| 1,860 |
| 2,039 |
| 62,013 |
| 64,052 |
| 11,175 |
| 52,877 |
| 2000 | 2007 | 35 years |
| Sunrise of Old Meridian | Carmel | IN | — |
| 8,550 |
| 31,746 |
| 18 |
| 8,550 |
| 31,764 |
| 40,314 |
| 1,862 |
| 38,452 |
| 2009 | 2012 | 35 years |
| Sunrise of Leawood | Leawood | KS | — |
| 651 |
| 16,401 |
| 113 |
| 719 |
| 16,446 |
| 17,165 |
| 875 |
| 16,290 |
| 2006 | 2012 | 35 years |
| Sunrise of Overland Park | Overland Park | KS | — |
| 650 |
| 11,015 |
| 41 |
| 650 |
| 11,056 |
| 11,706 |
| 659 |
| 11,047 |
| 2007 | 2012 | 35 years |
| Sunrise of Baton Rouge | Baton Rouge | LA | 8,237 |
| 1,212 |
| 23,547 |
| 902 |
| 1,236 |
| 24,425 |
| 25,661 |
| 5,191 |
| 20,470 |
| 2000 | 2007 | 35 years |
| Sunrise of Arlington | Arlington | MA | 17,645 |
| 86 |
| 34,393 |
| 696 |
| 107 |
| 35,068 |
| 35,175 |
| 7,614 |
| 27,561 |
| 2001 | 2007 | 35 years |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | Location | | Initial Cost to Company | | Gross Amount Carried at Close of Period | | | | | | |
| Property Name | City | State / Province | Encumbrances | Land and Improvements | Buildings and Improvements | Costs Capitalized Subsequent to Acquisition | Land and Improvements | Buildings and Improvements | Total | Accumulated Depreciation | NBV | Year of Construction | Year Acquired | Life on Which Depreciation in Income Statement is Computed |
| Sunrise of Norwood | Norwood | MA | — |
| 2,230 |
| 30,968 |
| 1,313 |
| 2,258 |
| 32,253 |
| 34,511 |
| 6,640 |
| 27,871 |
| 1997 | 2007 | 35 years |
| Sunrise of Columbia | Columbia | MD | — |
| 1,780 |
| 23,083 |
| 1,535 |
| 1,855 |
| 24,543 |
| 26,398 |
| 5,166 |
| 21,232 |
| 1996 | 2007 | 35 years |
| Sunrise of Rockville | Rockville | MD | — |
| 1,039 |
| 39,216 |
| 767 |
| 1,066 |
| 39,956 |
| 41,022 |
| 8,029 |
| 32,993 |
| 1997 | 2007 | 35 years |
| Sunrise of North Ann Arbor | Ann Arbor | MI | — |
| 1,703 |
| 15,857 |
| 819 |
| 1,673 |
| 16,706 |
| 18,379 |
| 3,710 |
| 14,669 |
| 2000 | 2007 | 35 years |
| Sunrise of Bloomfield | Bloomfield Hills | MI | — |
| 3,736 |
| 27,657 |
| 1,418 |
| 3,742 |
| 29,069 |
| 32,811 |
| 6,076 |
| 26,735 |
| 2006 | 2007 | 35 years |
| Sunrise of Cascade | Grand Rapids | MI | — |
| 1,273 |
| 21,782 |
| 55 |
| 1,273 |
| 21,837 |
| 23,110 |
| 1,225 |
| 21,885 |
| 2007 | 2012 | 35 years |
| Sunrise of Northville | Plymouth | MI | — |
| 1,445 |
| 26,090 |
| 873 |
| 1,466 |
| 26,942 |
| 28,408 |
| 5,846 |
| 22,562 |
| 1999 | 2007 | 35 years |
| Sunrise of Rochester | Rochester | MI | — |
| 2,774 |
| 38,666 |
| 711 |
| 2,778 |
| 39,373 |
| 42,151 |
| 8,324 |
| 33,827 |
| 1998 | 2007 | 35 years |
| Sunrise of Troy | Troy | MI | — |
| 1,758 |
| 23,727 |
| 501 |
| 1,833 |
| 24,153 |
| 25,986 |
| 5,299 |
| 20,687 |
| 2001 | 2007 | 35 years |
| Sunrise of Edina | Edina | MN | 9,102 |
| 3,181 |
| 24,224 |
| 1,861 |
| 3,212 |
| 26,054 |
| 29,266 |
| 5,660 |
| 23,606 |
| 1999 | 2007 | 35 years |
| Sunrise on Providence | Charlotte | NC | — |
| 1,976 |
| 19,472 |
| 929 |
| 1,988 |
| 20,389 |
| 22,377 |
| 4,477 |
| 17,900 |
| 1999 | 2007 | 35 years |
| Sunrise at North Hills | Raleigh | NC | — |
| 749 |
| 37,091 |
| 3,415 |
| 758 |
| 40,497 |
| 41,255 |
| 7,947 |
| 33,308 |
| 2000 | 2007 | 35 years |
| Sunrise of East Brunswick | East Brunswick | NJ | — |
| 2,784 |
| 26,173 |
| 1,344 |
| 2,813 |
| 27,488 |
| 30,301 |
| 6,126 |
| 24,175 |
| 1999 | 2007 | 35 years |
| Sunrise of Jackson | Jackson | NJ | — |
| 4,009 |
| 15,029 |
| 93 |
| 4,014 |
| 15,117 |
| 19,131 |
| 917 |
| 18,214 |
| 2008 | 2012 | 35 years |
| Sunrise of Morris Plains | Morris Plains | NJ | 18,762 |
| 1,492 |
| 32,052 |
| 1,246 |
| 1,510 |
| 33,280 |
| 34,790 |
| 6,921 |
| 27,869 |
| 1997 | 2007 | 35 years |
| Sunrise of Old Tappan | Old Tappan | NJ | 17,424 |
| 2,985 |
| 36,795 |
| 1,228 |
| 2,998 |
| 38,010 |
| 41,008 |
| 7,782 |
| 33,226 |
| 1997 | 2007 | 35 years |
| Sunrise of Wall | Wall Township | NJ | 9,757 |
| 1,053 |
| 19,101 |
| 538 |
| 1,063 |
| 19,629 |
| 20,692 |
| 4,381 |
| 16,311 |
| 1999 | 2007 | 35 years |
| Sunrise of Wayne | Wayne | NJ | 13,841 |
| 1,288 |
| 24,990 |
| 1,193 |
| 1,300 |
| 26,171 |
| 27,471 |
| 5,569 |
| 21,902 |
| 1996 | 2007 | 35 years |
| Sunrise of Westfield | Westfield | NJ | 18,341 |
| 5,057 |
| 23,803 |
| 1,174 |
| 5,068 |
| 24,966 |
| 30,034 |
| 5,353 |
| 24,681 |
| 1996 | 2007 | 35 years |
| Sunrise of Woodcliff Lake | Woodcliff Lake | NJ | — |
| 3,493 |
| 30,801 |
| 839 |
| 3,502 |
| 31,631 |
| 35,133 |
| 7,027 |
| 28,106 |
| 2000 | 2007 | 35 years |
| Sunrise of North Lynbrook | Lynbrook | NY | — |
| 4,622 |
| 38,087 |
| 1,273 |
| 4,700 |
| 39,282 |
| 43,982 |
| 8,718 |
| 35,264 |
| 1999 | 2007 | 35 years |
| Sunrise at Fleetwood | Mount Vernon | NY | — |
| 4,381 |
| 28,434 |
| 1,381 |
| 4,398 |
| 29,798 |
| 34,196 |
| 6,487 |
| 27,709 |
| 1999 | 2007 | 35 years |
| Sunrise of New City | New City | NY | — |
| 1,906 |
| 27,323 |
| 838 |
| 1,908 |
| 28,159 |
| 30,067 |
| 6,083 |
| 23,984 |
| 1999 | 2007 | 35 years |
| Sunrise of Smithtown | Smithtown | NY | 13,150 |
| 2,853 |
| 25,621 |
| 1,416 |
| 3,038 |
| 26,852 |
| 29,890 |
| 6,356 |
| 23,534 |
| 1999 | 2007 | 35 years |
| Sunrise of Staten Island | Staten Island | NY | — |
| 7,237 |
| 23,910 |
| (58 | ) | 7,284 |
| 23,805 |
| 31,089 |
| 6,476 |
| 24,613 |
| 2006 | 2007 | 35 years |
| Sunrise at Parma | Cleveland | OH | — |
| 695 |
| 16,641 |
| 808 |
| 720 |
| 17,424 |
| 18,144 |
| 3,695 |
| 14,449 |
| 2000 | 2007 | 35 years |
| Sunrise of Cuyahoga Falls | Cuyahoga Falls | OH | — |
| 626 |
| 10,239 |
| 668 |
| 631 |
| 10,902 |
| 11,533 |
| 2,438 |
| 9,095 |
| 2000 | 2007 | 35 years |
| Sunrise of Aurora | Aurora | ON | — |
| 1,570 |
| 36,113 |
| (1,923 | ) | 1,476 |
| 34,284 |
| 35,760 |
| 7,125 |
| 28,635 |
| 2002 | 2007 | 35 years |
| Sunrise of Burlington | Burlington | ON | — |
| 1,173 |
| 24,448 |
| 422 |
| 1,190 |
| 24,853 |
| 26,043 |
| 5,107 |
| 20,936 |
| 2001 | 2007 | 35 years |
| Sunrise of Unionville | Markham | ON | 13,395 |
| 2,322 |
| 41,140 |
| (1,853 | ) | 2,213 |
| 39,396 |
| 41,609 |
| 8,011 |
| 33,598 |
| 2000 | 2007 | 35 years |
| Sunrise of Mississauga | Mississauga | ON | 11,722 |
| 3,554 |
| 33,631 |
| (1,716 | ) | 3,370 |
| 32,099 |
| 35,469 |
| 6,602 |
| 28,867 |
| 2000 | 2007 | 35 years |
| Sunrise of Erin Mills | Mississauga | ON | — |
| 1,957 |
| 27,020 |
| (1,291 | ) | 1,834 |
| 25,852 |
| 27,686 |
| 5,704 |
| 21,982 |
| 2007 | 2007 | 35 years |
| Sunrise of Oakville | Oakville | ON | — |
| 2,753 |
| 37,489 |
| 660 |
| 2,756 |
| 38,146 |
| 40,902 |
| 7,751 |
| 33,151 |
| 2002 | 2007 | 35 years |
| Sunrise of Richmond Hill | Richmond Hill | ON | 11,042 |
| 2,155 |
| 41,254 |
| (2,053 | ) | 2,024 |
| 39,332 |
| 41,356 |
| 7,902 |
| 33,454 |
| 2002 | 2007 | 35 years |
| Thorne Mill of Steeles | Vaughan | ON | — |
| 2,563 |
| 57,513 |
| (465 | ) | 1,365 |
| 58,246 |
| 59,611 |
| 10,695 |
| 48,916 |
| 2003 | 2007 | 35 years |
| Sunrise of Windsor | Windsor | ON | — |
| 1,813 |
| 20,882 |
| 433 |
| 1,836 |
| 21,292 |
| 23,128 |
| 4,472 |
| 18,656 |
| 2001 | 2007 | 35 years |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | Location | | Initial Cost to Company | | Gross Amount Carried at Close of Period | | | | | | |
| Property Name | City | State / Province | Encumbrances | Land and Improvements | Buildings and Improvements | Costs Capitalized Subsequent to Acquisition | Land and Improvements | Buildings and Improvements | Total | Accumulated Depreciation | NBV | Year of Construction | Year Acquired | Life on Which Depreciation in Income Statement is Computed |
| Sunrise of Abington | Abington | PA | 23,570 |
| 1,838 |
| 53,660 |
| 2,523 |
| 1,875 |
| 56,146 |
| 58,021 |
| 11,484 |
| 46,537 |
| 1997 | 2007 | 35 years |
| Sunrise of Haverford | Ardmore | PA | 7,395 |
| 941 |
| 25,872 |
| 1,137 |
| 962 |
| 26,988 |
| 27,950 |
| 5,627 |
| 22,323 |
| 1997 | 2007 | 35 years |
| Sunrise of Blue Bell | Blue Bell | PA | — |
| 1,765 |
| 23,920 |
| 1,506 |
| 1,814 |
| 25,377 |
| 27,191 |
| 5,635 |
| 21,556 |
| 2006 | 2007 | 35 years |
| Sunrise of Exton | Exton | PA | — |
| 1,123 |
| 17,765 |
| 1,064 |
| 1,151 |
| 18,801 |
| 19,952 |
| 4,198 |
| 15,754 |
| 2000 | 2007 | 35 years |
| Sunrise at Granite Run | Media | PA | 11,381 |
| 1,272 |
| 31,781 |
| 1,507 |
| 1,335 |
| 33,225 |
| 34,560 |
| 6,774 |
| 27,786 |
| 1997 | 2007 | 35 years |
| Sunrise of Westtown | West Chester | PA | — |
| 1,547 |
| 22,996 |
| 987 |
| 1,566 |
| 23,964 |
| 25,530 |
| 5,594 |
| 19,936 |
| 1999 | 2007 | 35 years |
| Sunrise of Lower Makefield | Yardley | PA | — |
| 3,165 |
| 21,337 |
| 41 |
| 3,165 |
| 21,378 |
| 24,543 |
| 1,257 |
| 23,286 |
| 2008 | 2012 | 35 years |
| Sunrise of Hillcrest | Dallas | TX | — |
| 2,616 |
| 27,680 |
| 413 |
| 2,624 |
| 28,085 |
| 30,709 |
| 5,953 |
| 24,756 |
| 2006 | 2007 | 35 years |
| Sunrise of Fort Worth | Fort Worth | TX | — |
| 2,024 |
| 18,587 |
| 45 |
| 2,024 |
| 18,632 |
| 20,656 |
| 1,079 |
| 19,577 |
| 2007 | 2012 | 35 years |
| Sunrise of Frisco | Frisco | TX | — |
| 2,523 |
| 14,547 |
| 49 |
| 2,535 |
| 14,584 |
| 17,119 |
| 761 |
| 16,358 |
| 2009 | 2012 | 35 years |
| Sunrise of Cinco Ranch | Katy | TX | — |
| 2,512 |
| 21,600 |
| 45 |
| 2,524 |
| 21,633 |
| 24,157 |
| 1,234 |
| 22,923 |
| 2007 | 2012 | 35 years |
| Sunrise of Holladay | Holladay | UT | — |
| 2,542 |
| 44,771 |
| 154 |
| 2,542 |
| 44,925 |
| 47,467 |
| 2,539 |
| 44,928 |
| 2008 | 2012 | 35 years |
| Sunrise of Sandy | Sandy | UT | — |
| 2,576 |
| 22,987 |
| (103 | ) | 2,612 |
| 22,848 |
| 25,460 |
| 4,955 |
| 20,505 |
| 2007 | 2007 | 35 years |
| Sunrise of Alexandria | Alexandria | VA | 5,357 |
| 88 |
| 14,811 |
| 1,221 |
| 158 |
| 15,962 |
| 16,120 |
| 3,923 |
| 12,197 |
| 1998 | 2007 | 35 years |
| Sunrise of Richmond | Richmond | VA | — |
| 1,120 |
| 17,446 |
| 1,021 |
| 1,148 |
| 18,439 |
| 19,587 |
| 4,171 |
| 15,416 |
| 1999 | 2007 | 35 years |
| Sunrise of Bon Air | Richmond | VA | — |
| 2,047 |
| 22,079 |
| 32 |
| 2,047 |
| 22,111 |
| 24,158 |
| 1,311 |
| 22,847 |
| 2008 | 2012 | 35 years |
| Sunrise of Springfield | Springfield | VA | 8,468 |
| 4,440 |
| 18,834 |
| 1,201 |
| 4,454 |
| 20,021 |
| 24,475 |
| 4,367 |
| 20,108 |
| 1997 | 2007 | 35 years |
| TOTAL FOR SUNRISE SENIORS HOUSING COMMUNITIES | | | 387,627 |
| 254,131 |
| 2,599,161 |
| 71,812 |
| 254,376 |
| 2,670,728 |
| 2,925,104 |
| 516,487 |
| 2,408,617 |
| | | |
| ATRIA SENIORS HOUSING COMMUNITIES | | | | | | | | | | | | | | |
| Atria Regency | Mobile | AL | — |
| 950 |
| 11,897 |
| 594 |
| 950 |
| 12,491 |
| 13,441 |
| 1,418 |
| 12,023 |
| 1996 | 2011 | 35 years |
| Atria Chandler Villas | Chandler | AZ | 7,821 |
| 3,650 |
| 8,450 |
| 676 |
| 3,665 |
| 9,111 |
| 12,776 |
| 1,424 |
| 11,352 |
| 1988 | 2011 | 35 years |
| Atria Campana Del Rio | Tucson | AZ | — |
| 5,861 |
| 37,284 |
| 560 |
| 5,892 |
| 37,813 |
| 43,705 |
| 4,142 |
| 39,563 |
| 1964 | 2011 | 35 years |
| Atria Valley Manor | Tucson | AZ | — |
| 1,709 |
| 60 |
| 192 |
| 1,709 |
| 252 |
| 1,961 |
| 90 |
| 1,871 |
| 1963 | 2011 | 35 years |
| Atria Bell Court Gardens | Tucson | AZ | 18,681 |
| 3,010 |
| 30,969 |
| 320 |
| 3,010 |
| 31,289 |
| 34,299 |
| 3,031 |
| 31,268 |
| 1964 | 2011 | 35 years |
| Atria Burlingame | Burlingame | CA | 7,422 |
| 2,494 |
| 12,373 |
| 464 |
| 2,501 |
| 12,830 |
| 15,331 |
| 1,326 |
| 14,005 |
| 1977 | 2011 | 35 years |
| Atria Las Posas | Camarillo | CA | — |
| 4,500 |
| 28,436 |
| 321 |
| 4,508 |
| 28,749 |
| 33,257 |
| 2,724 |
| 30,533 |
| 1997 | 2011 | 35 years |
| Atria Carmichael Oaks | Carmichael | CA | 19,284 |
| 2,118 |
| 49,694 |
| — |
| 2,118 |
| 49,694 |
| 51,812 |
| 628 |
| 51,184 |
| 1992 | 2013 | 35 years |
| Atria El Camino Gardens | Carmichael | CA | — |
| 6,930 |
| 32,318 |
| 1,164 |
| 6,971 |
| 33,441 |
| 40,412 |
| 3,305 |
| 37,107 |
| 1984 | 2011 | 35 years |
| Atria Covina | Covina | CA | — |
| 170 |
| 4,131 |
| 315 |
| 176 |
| 4,440 |
| 4,616 |
| 581 |
| 4,035 |
| 1977 | 2011 | 35 years |
| Atria Daly City | Daly City | CA | 7,550 |
| 3,090 |
| 13,448 |
| 392 |
| 3,090 |
| 13,840 |
| 16,930 |
| 1,381 |
| 15,549 |
| 1975 | 2011 | 35 years |
| Atria Covell Gardens | Davis | CA | 19,369 |
| 2,163 |
| 39,657 |
| 4,076 |
| 2,254 |
| 43,642 |
| 45,896 |
| 4,134 |
| 41,762 |
| 1987 | 2011 | 35 years |
| Atria Encinitas | Encinitas | CA | — |
| 5,880 |
| 9,212 |
| 465 |
| 5,891 |
| 9,666 |
| 15,557 |
| 1,104 |
| 14,453 |
| 1984 | 2011 | 35 years |
| Atria Grass Valley | Grass Valley | CA | 12,026 |
| 1,965 |
| 28,414 |
| — |
| 1,965 |
| 28,414 |
| 30,379 |
| 453 |
| 29,926 |
| 2000 | 2013 | 35 years |
| Atria Golden Creek | Irvine | CA | — |
| 6,900 |
| 23,544 |
| 592 |
| 6,905 |
| 24,131 |
| 31,036 |
| 2,582 |
| 28,454 |
| 1985 | 2011 | 35 years |
| Atria Woodbridge | Irvine | CA | — |
| — |
| 5 |
| 1,074 |
| — |
| 1,079 |
| 1,079 |
| 19 |
| 1,060 |
| 1997 | 2012 | 35 years |
| Atria Lafayette | Lafayette | CA | 20,249 |
| 5,679 |
| 56,922 |
| — |
| 5,679 |
| 56,922 |
| 62,601 |
| 694 |
| 61,907 |
| 2007 | 2013 | 35 years |
| Atria Del Sol | Mission Viejo | CA | — |
| 3,500 |
| 12,458 |
| 833 |
| 3,502 |
| 13,289 |
| 16,791 |
| 1,259 |
| 15,532 |
| 1985 | 2011 | 35 years |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | Location | | Initial Cost to Company | | Gross Amount Carried at Close of Period | | | | | | |
| Property Name | City | State / Province | Encumbrances | Land and Improvements | Buildings and Improvements | Costs Capitalized Subsequent to Acquisition | Land and Improvements | Buildings and Improvements | Total | Accumulated Depreciation | NBV | Year of Construction | Year Acquired | Life on Which Depreciation in Income Statement is Computed |
| Atria Tamalpais Creek | Novato | CA | — |
| 5,812 |
| 24,703 |
| 314 |
| 5,817 |
| 25,012 |
| 30,829 |
| 2,381 |
| 28,448 |
| 1978 | 2011 | 35 years |
| Atria Palm Desert | Palm Desert | CA | — |
| 2,887 |
| 9,843 |
| 771 |
| 3,097 |
| 10,404 |
| 13,501 |
| 1,824 |
| 11,677 |
| 1988 | 2011 | 35 years |
| Atria Hacienda | Palm Desert | CA | — |
| 6,680 |
| 85,900 |
| 1,562 |
| 6,797 |
| 87,345 |
| 94,142 |
| 7,517 |
| 86,625 |
| 1989 | 2011 | 35 years |
| Atria Paradise | Paradise | CA | 5,488 |
| 2,265 |
| 28,262 |
| — |
| 2,265 |
| 28,262 |
| 30,527 |
| 351 |
| 30,176 |
| 1999 | 2013 | 35 years |
| Atria Del Rey | Rancho Cucamonga | CA | — |
| 3,290 |
| 17,427 |
| 4,280 |
| 3,444 |
| 21,553 |
| 24,997 |
| 2,594 |
| 22,403 |
| 1987 | 2011 | 35 years |
| Atria Collwood | San Diego | CA | — |
| 290 |
| 10,650 |
| 302 |
| 314 |
| 10,928 |
| 11,242 |
| 1,252 |
| 9,990 |
| 1976 | 2011 | 35 years |
| Atria Rancho Park | San Dimas | CA | — |
| 4,066 |
| 14,306 |
| 749 |
| 4,103 |
| 15,018 |
| 19,121 |
| 1,776 |
| 17,345 |
| 1975 | 2011 | 35 years |
| Atria Chateau Gardens | San Jose | CA | — |
| 39 |
| 487 |
| 271 |
| 39 |
| 758 |
| 797 |
| 322 |
| 475 |
| 1977 | 2011 | 35 years |
| Atria Willow Glen | San Jose | CA | — |
| 8,521 |
| 43,168 |
| 1,617 |
| 8,526 |
| 44,780 |
| 53,306 |
| 3,147 |
| 50,159 |
| 1976 | 2011 | 35 years |
| Atria Chateau San Juan | San Juan Capistrano | CA | — |
| 5,110 |
| 29,436 |
| 7,695 |
| 5,305 |
| 36,936 |
| 42,241 |
| 4,116 |
| 38,125 |
| 1985 | 2011 | 35 years |
| Atria Hillsdale | San Mateo | CA | — |
| 5,240 |
| 15,956 |
| 488 |
| 5,251 |
| 16,433 |
| 21,684 |
| 1,678 |
| 20,006 |
| 1986 | 2011 | 35 years |
| Atria Bayside Landing | Stockton | CA | — |
| — |
| 467 |
| 301 |
| — |
| 768 |
| 768 |
| 308 |
| 460 |
| 1998 | 2011 | 35 years |
| Atria Sunnyvale | Sunnyvale | CA | — |
| 6,120 |
| 30,068 |
| 1,077 |
| 6,211 |
| 31,054 |
| 37,265 |
| 2,894 |
| 34,371 |
| 1977 | 2011 | 35 years |
| Atria Tarzana | Tarzana | CA | — |
| 960 |
| 47,547 |
| — |
| 960 |
| 47,547 |
| 48,507 |
| 426 |
| 48,081 |
| 2008 | 2013 | 35 years |
| Atria Vintage Hills | Temecula | CA | 13,018 |
| 4,674 |
| 44,341 |
| — |
| 4,674 |
| 44,341 |
| 49,015 |
| 700 |
| 48,315 |
| 2000 | 2013 | 35 years |
| Atria Grand Oaks | Thousand Oaks | CA | 22,350 |
| 5,994 |
| 50,309 |
| — |
| 5,994 |
| 50,309 |
| 56,303 |
| 795 |
| 55,508 |
| 2002 | 2013 | 35 years |
| Atria Hillcrest | Thousand Oaks | CA | — |
| 6,020 |
| 25,635 |
| 8,879 |
| 6,393 |
| 34,141 |
| 40,534 |
| 2,826 |
| 37,708 |
| 1987 | 2011 | 35 years |
| Atria Montego Heights | Walnut Creek | CA | — |
| 6,910 |
| 15,797 |
| 897 |
| 6,910 |
| 16,694 |
| 23,604 |
| 2,050 |
| 21,554 |
| 1978 | 2011 | 35 years |
| Atria Valley View | Walnut Creek | CA | 18,145 |
| 7,139 |
| 53,914 |
| 473 |
| 7,147 |
| 54,379 |
| 61,526 |
| 7,470 |
| 54,056 |
| 1977 | 2011 | 35 years |
| Atria Applewood | Lakewood | CO | — |
| 3,656 |
| 48,657 |
| — |
| 3,656 |
| 48,657 |
| 52,313 |
| 936 |
| 51,377 |
| 2008 | 2013 | 35 years |
| Atria Inn at Lakewood | Lakewood | CO | 22,260 |
| 6,281 |
| 50,095 |
| 338 |
| 6,281 |
| 50,433 |
| 56,714 |
| 4,417 |
| 52,297 |
| 1999 | 2011 | 35 years |
| Atria Vistas in Longmont | Longmont | CO | — |
| 2,807 |
| 24,877 |
| 150 |
| 2,807 |
| 25,027 |
| 27,834 |
| 1,515 |
| 26,319 |
| 2009 | 2012 | 35 years |
| Atria Darien | Darien | CT | 20,447 |
| 653 |
| 37,587 |
| 2,060 |
| 824 |
| 39,476 |
| 40,300 |
| 3,637 |
| 36,663 |
| 1997 | 2011 | 35 years |
| Atria Larson Place | Hamden | CT | — |
| 1,850 |
| 16,098 |
| 668 |
| 1,865 |
| 16,751 |
| 18,616 |
| 1,817 |
| 16,799 |
| 1999 | 2011 | 35 years |
| Atria Greenridge Place | Rocky Hill | CT | — |
| 2,170 |
| 32,553 |
| 925 |
| 2,191 |
| 33,457 |
| 35,648 |
| 3,031 |
| 32,617 |
| 1998 | 2011 | 35 years |
| Atria Stamford | Stamford | CT | 38,046 |
| 1,200 |
| 62,432 |
| 3,006 |
| 1,242 |
| 65,396 |
| 66,638 |
| 5,954 |
| 60,684 |
| 1975 | 2011 | 35 years |
| Atria Stratford | Stratford | CT | 15,474 |
| 3,210 |
| 27,865 |
| 645 |
| 3,210 |
| 28,510 |
| 31,720 |
| 2,865 |
| 28,855 |
| 1999 | 2011 | 35 years |
| Atria Crossroads Place | Waterford | CT | — |
| 2,401 |
| 36,495 |
| 1,112 |
| 2,401 |
| 37,607 |
| 40,008 |
| 3,359 |
| 36,649 |
| 2000 | 2011 | 35 years |
| Atria Hamilton Heights | West Hartford | CT | — |
| 3,120 |
| 14,674 |
| 1,477 |
| 3,151 |
| 16,120 |
| 19,271 |
| 2,003 |
| 17,268 |
| 1904 | 2011 | 35 years |
| Atria Windsor Woods | Hudson | FL | — |
| 1,610 |
| 32,432 |
| 559 |
| 1,612 |
| 32,989 |
| 34,601 |
| 3,485 |
| 31,116 |
| 1988 | 2011 | 35 years |
| Atria Baypoint Village | Hudson | FL | 16,361 |
| 2,083 |
| 28,841 |
| 829 |
| 2,094 |
| 29,659 |
| 31,753 |
| 3,382 |
| 28,371 |
| 1986 | 2011 | 35 years |
| Atria San Pablo | Jacksonville | FL | 5,781 |
| 1,620 |
| 14,920 |
| 283 |
| 1,636 |
| 15,187 |
| 16,823 |
| 1,437 |
| 15,386 |
| 1999 | 2011 | 35 years |
| Atria at St. Joseph's | Jupiter | FL | 16,400 |
| 5,520 |
| 30,720 |
| — |
| 5,520 |
| 30,720 |
| 36,240 |
| 401 |
| 35,839 |
| 2007 | 2013 | 35 years |
| Atria Meridian | Lake Worth | FL | — |
| — |
| 10 |
| 329 |
| — |
| 339 |
| 339 |
| 34 |
| 305 |
| 1986 | 2012 | 35 years |
| Atria Heritage at Lake Forest | Sanford | FL | — |
| 3,589 |
| 32,586 |
| 1,641 |
| 3,589 |
| 34,227 |
| 37,816 |
| 2,761 |
| 35,055 |
| 2002 | 2011 | 35 years |
| Atria Evergreen Woods | Spring Hill | FL | — |
| 2,370 |
| 28,371 |
| 1,967 |
| 2,406 |
| 30,302 |
| 32,708 |
| 3,337 |
| 29,371 |
| 1981 | 2011 | 35 years |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | Location | | Initial Cost to Company | | Gross Amount Carried at Close of Period | | | | | | |
| Property Name | City | State / Province | Encumbrances | Land and Improvements | Buildings and Improvements | Costs Capitalized Subsequent to Acquisition | Land and Improvements | Buildings and Improvements | Total | Accumulated Depreciation | NBV | Year of Construction | Year Acquired | Life on Which Depreciation in Income Statement is Computed |
| Atria Buckhead | Atlanta | GA | — |
| 3,660 |
| 5,274 |
| 295 |
| 3,672 |
| 5,557 |
| 9,229 |
| 795 |
| 8,434 |
| 1996 | 2011 | 35 years |
| Atria Mableton | Austell | GA | — |
| 1,911 |
| 18,879 |
| — |
| 1,911 |
| 18,879 |
| 20,790 |
| 360 |
| 20,430 |
| 2000 | 2013 | 35 years |
| Atria Johnson Ferry | Marietta | GA | — |
| 990 |
| 6,453 |
| 136 |
| 990 |
| 6,589 |
| 7,579 |
| 747 |
| 6,832 |
| 1995 | 2011 | 35 years |
| Atria Tucker | Tucker | GA | — |
| 1,103 |
| 20,679 |
| — |
| 1,103 |
| 20,679 |
| 21,782 |
| 388 |
| 21,394 |
| 2000 | 2013 | 35 years |
| Atria Newburgh | Newburgh | IN | — |
| 1,150 |
| 22,880 |
| 256 |
| 1,150 |
| 23,136 |
| 24,286 |
| 2,153 |
| 22,133 |
| 1998 | 2011 | 35 years |
| Atria Hearthstone East | Topeka | KS | — |
| 1,150 |
| 20,544 |
| 470 |
| 1,167 |
| 20,997 |
| 22,164 |
| 2,092 |
| 20,072 |
| 1998 | 2011 | 35 years |
| Atria Hearthstone West | Topeka | KS | — |
| 1,230 |
| 28,379 |
| 713 |
| 1,230 |
| 29,092 |
| 30,322 |
| 3,091 |
| 27,231 |
| 1987 | 2011 | 35 years |
| Atria Highland Crossing | Covington | KY | 11,299 |
| 1,677 |
| 14,393 |
| 618 |
| 1,680 |
| 15,008 |
| 16,688 |
| 1,813 |
| 14,875 |
| 1988 | 2011 | 35 years |
| Atria Summit Hills | Crestview Hills | KY | 6,212 |
| 1,780 |
| 15,769 |
| 524 |
| 1,784 |
| 16,289 |
| 18,073 |
| 1,686 |
| 16,387 |
| 1998 | 2011 | 35 years |
| Atria Elizabethtown | Elizabethtown | KY | — |
| 850 |
| 12,510 |
| 233 |
| 869 |
| 12,724 |
| 13,593 |
| 1,242 |
| 12,351 |
| 1996 | 2011 | 35 years |
| Atria St. Matthews | Louisville | KY | 7,521 |
| 939 |
| 9,274 |
| 454 |
| 939 |
| 9,728 |
| 10,667 |
| 1,347 |
| 9,320 |
| 1998 | 2011 | 35 years |
| Atria Stony Brook | Louisville | KY | — |
| 1,860 |
| 17,561 |
| 303 |
| 1,888 |
| 17,836 |
| 19,724 |
| 1,839 |
| 17,885 |
| 1999 | 2011 | 35 years |
| Atria Springdale | Louisville | KY | — |
| 1,410 |
| 16,702 |
| 352 |
| 1,410 |
| 17,054 |
| 18,464 |
| 1,757 |
| 16,707 |
| 1999 | 2011 | 35 years |
| Atria Marland Place | Andover | MA | — |
| 1,831 |
| 34,592 |
| 1,734 |
| 1,834 |
| 36,323 |
| 38,157 |
| 3,259 |
| 34,898 |
| 1996 | 2011 | 35 years |
| Atria Longmeadow Place | Burlington | MA | 22,944 |
| 5,310 |
| 58,021 |
| 757 |
| 5,310 |
| 58,778 |
| 64,088 |
| 5,054 |
| 59,034 |
| 1998 | 2011 | 35 years |
| Atria Fairhaven (Alden) | Fairhaven | MA | — |
| 1,100 |
| 16,093 |
| 421 |
| 1,100 |
| 16,514 |
| 17,614 |
| 1,531 |
| 16,083 |
| 1999 | 2011 | 35 years |
| Atria Woodbriar Place | Falmouth | MA | 30,000 |
| 4,630 |
| — |
| 32,388 |
| 6,254 |
| 30,764 |
| 37,018 |
| 544 |
| 36,474 |
| 2013 | 2011 | CIP |
| Atria Woodbriar | Falmouth | MA | — |
| 1,970 |
| 43,693 |
| 1,640 |
| 1,974 |
| 45,329 |
| 47,303 |
| 3,774 |
| 43,529 |
| 1975 | 2011 | 35 years |
| Atria Draper Place | Hopedale | MA | — |
| 1,140 |
| 17,794 |
| 583 |
| 1,154 |
| 18,363 |
| 19,517 |
| 1,744 |
| 17,773 |
| 1998 | 2011 | 35 years |
| Atria Merrimack Place | Newburyport | MA | — |
| 2,774 |
| 40,645 |
| 800 |
| 2,800 |
| 41,419 |
| 44,219 |
| 3,558 |
| 40,661 |
| 2000 | 2011 | 35 years |
| Atria Marina Place | Quincy | MA | — |
| 2,590 |
| 33,899 |
| 818 |
| 2,605 |
| 34,702 |
| 37,307 |
| 3,258 |
| 34,049 |
| 1999 | 2011 | 35 years |
| Atria Manresa | Annapolis | MD | — |
| 4,193 |
| 19,000 |
| 701 |
| 4,450 |
| 19,444 |
| 23,894 |
| 1,858 |
| 22,036 |
| 1920 | 2011 | 35 years |
| Atria Salisbury | Salisbury | MD | — |
| 1,940 |
| 24,500 |
| 224 |
| 1,940 |
| 24,724 |
| 26,664 |
| 2,206 |
| 24,458 |
| 1995 | 2011 | 35 years |
| Atria Kennebunk | Kennebunk | ME | — |
| 1,090 |
| 23,496 |
| 402 |
| 1,092 |
| 23,896 |
| 24,988 |
| 2,269 |
| 22,719 |
| 1998 | 2011 | 35 years |
| Atria Kinghaven | Riverview | MI | 14,003 |
| 1,440 |
| 26,260 |
| 529 |
| 1,496 |
| 26,733 |
| 28,229 |
| 2,807 |
| 25,422 |
| 1987 | 2011 | 35 years |
| Atria Shorehaven | Sterling Heights | MI | — |
| — |
| 8 |
| 457 |
| — |
| 465 |
| 465 |
| 24 |
| 441 |
| 1989 | 2012 | 35 years |
| Atria Merrywood | Charlotte | NC | — |
| 1,678 |
| 36,892 |
| 652 |
| 1,678 |
| 37,544 |
| 39,222 |
| 3,888 |
| 35,334 |
| 1991 | 2011 | 35 years |
| Atria Southpoint | Durham | NC | 17,250 |
| 2,130 |
| 25,920 |
| — |
| 2,130 |
| 25,920 |
| 28,050 |
| 506 |
| 27,544 |
| 2009 | 2013 | 35 years |
| Atria Oakridge | Raleigh | NC | 16,000 |
| 1,482 |
| 28,838 |
| — |
| 1,482 |
| 28,838 |
| 30,320 |
| 557 |
| 29,763 |
| 2009 | 2013 | 35 years |
| Atria Cranford | Cranford | NJ | 26,922 |
| 8,260 |
| 61,411 |
| 2,092 |
| 8,310 |
| 63,453 |
| 71,763 |
| 5,771 |
| 65,992 |
| 1993 | 2011 | 35 years |
| Atria Tinton Falls | Tinton Falls | NJ | — |
| 6,580 |
| 13,258 |
| 644 |
| 6,584 |
| 13,898 |
| 20,482 |
| 1,696 |
| 18,786 |
| 1999 | 2011 | 35 years |
| Atria Vista del Rio | Albuquerque | NM | — |
| — |
| 36 |
| 332 |
| 27 |
| 341 |
| 368 |
| 24 |
| 344 |
| 1997 | 2012 | 35 years |
| Atria Sunlake | Las Vegas | NV | — |
| 7 |
| 732 |
| 301 |
| 7 |
| 1,033 |
| 1,040 |
| 494 |
| 546 |
| 1998 | 2011 | 35 years |
| Atria Sutton | Las Vegas | NV | — |
| — |
| 863 |
| 448 |
| 23 |
| 1,288 |
| 1,311 |
| 581 |
| 730 |
| 1998 | 2011 | 35 years |
| Atria Seville | Las Vegas | NV | — |
| — |
| 796 |
| 379 |
| — |
| 1,175 |
| 1,175 |
| 512 |
| 663 |
| 1999 | 2011 | 35 years |
| Atria Summit Ridge | Reno | NV | — |
| 4 |
| 407 |
| 143 |
| 4 |
| 550 |
| 554 |
| 276 |
| 278 |
| 1997 | 2011 | 35 years |
| Atria Shaker | Albany | NY | 12,452 |
| 1,520 |
| 29,667 |
| 437 |
| 1,626 |
| 29,998 |
| 31,624 |
| 2,836 |
| 28,788 |
| 1997 | 2011 | 35 years |
| Atria Crossgate | Albany | NY | — |
| 1,080 |
| 20,599 |
| 314 |
| 1,080 |
| 20,913 |
| 21,993 |
| 2,057 |
| 19,936 |
| 1980 | 2011 | 35 years |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | Location | | Initial Cost to Company | | Gross Amount Carried at Close of Period | | | | | | |
| Property Name | City | State / Province | Encumbrances | Land and Improvements | Buildings and Improvements | Costs Capitalized Subsequent to Acquisition | Land and Improvements | Buildings and Improvements | Total | Accumulated Depreciation | NBV | Year of Construction | Year Acquired | Life on Which Depreciation in Income Statement is Computed |
| Atria Woodlands | Ardsley | NY | 47,277 |
| 7,660 |
| 65,581 |
| 686 |
| 7,682 |
| 66,245 |
| 73,927 |
| 6,028 |
| 67,899 |
| 2005 | 2011 | 35 years |
| Atria Bay Shore | Bay Shore | NY | 15,275 |
| 4,440 |
| 31,983 |
| 732 |
| 4,448 |
| 32,707 |
| 37,155 |
| 3,044 |
| 34,111 |
| 1900 | 2011 | 35 years |
| Atria Briarcliff Manor | Briarcliff Manor | NY | 14,381 |
| 6,560 |
| 33,885 |
| 1,159 |
| 6,585 |
| 35,019 |
| 41,604 |
| 3,264 |
| 38,340 |
| 1997 | 2011 | 35 years |
| Atria Riverdale | Bronx | NY | 22,076 |
| 1,020 |
| 24,149 |
| 3,239 |
| 1,035 |
| 27,373 |
| 28,408 |
| 2,667 |
| 25,741 |
| 1999 | 2011 | 35 years |
| Atria Delmar Place | Delmar | NY | — |
| 1,201 |
| 24,850 |
| — |
| 1,201 |
| 24,850 |
| 26,051 |
| — |
| 26,051 |
| 2004 | 2013 | 35 years |
| Atria East Northport | East Northport | NY | — |
| 9,960 |
| 34,467 |
| 1,219 |
| 9,960 |
| 35,686 |
| 45,646 |
| 3,430 |
| 42,216 |
| 1996 | 2011 | 35 years |
| Atria Glen Cove | Glen Cove | NY | — |
| 2,035 |
| 25,190 |
| 714 |
| 2,049 |
| 25,890 |
| 27,939 |
| 4,561 |
| 23,378 |
| 1997 | 2011 | 35 years |
| Atria Great Neck | Great Neck | NY | — |
| 3,390 |
| 54,051 |
| 397 |
| 3,390 |
| 54,448 |
| 57,838 |
| 4,723 |
| 53,115 |
| 1998 | 2011 | 35 years |
| Atria Cutter Mill | Great Neck | NY | 35,532 |
| 2,750 |
| 47,919 |
| 485 |
| 2,756 |
| 48,398 |
| 51,154 |
| 4,369 |
| 46,785 |
| 1999 | 2011 | 35 years |
| Atria Huntington | Huntington Station | NY | — |
| 8,190 |
| 1,169 |
| 928 |
| 8,207 |
| 2,080 |
| 10,287 |
| 703 |
| 9,584 |
| 1987 | 2011 | 35 years |
| Atria Hertlin House | Lake Ronkonkoma | NY | — |
| 7,886 |
| 16,391 |
| 303 |
| 7,886 |
| 16,694 |
| 24,580 |
| 620 |
| 23,960 |
| 2002 | 2012 | 35 years |
| Atria Lynbrook | Lynbrook | NY | — |
| 3,145 |
| 5,489 |
| 402 |
| 3,147 |
| 5,889 |
| 9,036 |
| 925 |
| 8,111 |
| 1996 | 2011 | 35 years |
| Atria Tanglewood | Lynbrook | NY | 26,195 |
| 4,120 |
| 37,348 |
| 319 |
| 4,142 |
| 37,645 |
| 41,787 |
| 3,354 |
| 38,433 |
| 2005 | 2011 | 35 years |
| Atria 86th Street | New York | NY | — |
| 80 |
| 73,685 |
| 2,828 |
| 122 |
| 76,471 |
| 76,593 |
| 7,067 |
| 69,526 |
| 1998 | 2011 | 35 years |
| Atria on the Hudson | Ossining | NY | — |
| 8,123 |
| 63,089 |
| 2,049 |
| 8,141 |
| 65,120 |
| 73,261 |
| 6,280 |
| 66,981 |
| 1972 | 2011 | 35 years |
| Atria Penfield | Penfield | NY | — |
| 620 |
| 22,036 |
| 366 |
| 622 |
| 22,400 |
| 23,022 |
| 2,140 |
| 20,882 |
| 1972 | 2011 | 35 years |
| Atria Plainview | Plainview | NY | 13,740 |
| 2,480 |
| 16,060 |
| 477 |
| 2,492 |
| 16,525 |
| 19,017 |
| 1,666 |
| 17,351 |
| 2000 | 2011 | 35 years |
| Atria Rye Brook | Port Chester | NY | 44,418 |
| 9,660 |
| 74,936 |
| 569 |
| 9,665 |
| 75,500 |
| 85,165 |
| 6,739 |
| 78,426 |
| 2004 | 2011 | 35 years |
| Atria Kew Gardens | Queens | NY | 28,453 |
| 3,051 |
| 66,013 |
| 2,012 |
| 3,051 |
| 68,025 |
| 71,076 |
| 5,742 |
| 65,334 |
| 1999 | 2011 | 35 years |
| Atria Forest Hills | Queens | NY | — |
| 2,050 |
| 16,680 |
| 287 |
| 2,050 |
| 16,967 |
| 19,017 |
| 1,699 |
| 17,318 |
| 2001 | 2011 | 35 years |
| Atria Greece | Rochester | NY | — |
| 410 |
| 14,967 |
| 460 |
| 412 |
| 15,425 |
| 15,837 |
| 1,505 |
| 14,332 |
| 1970 | 2011 | 35 years |
| Atria on Roslyn Harbor | Roslyn | NY | 65,000 |
| 12,909 |
| 72,720 |
| 667 |
| 12,909 |
| 73,387 |
| 86,296 |
| 6,409 |
| 79,887 |
| 2006 | 2011 | 35 years |
| Atria Guilderland | Slingerlands | NY | — |
| 1,170 |
| 22,414 |
| 206 |
| 1,171 |
| 22,619 |
| 23,790 |
| 2,115 |
| 21,675 |
| 1950 | 2011 | 35 years |
| Atria South Setauket | South Setauket | NY | — |
| 8,450 |
| 14,534 |
| 579 |
| 8,770 |
| 14,793 |
| 23,563 |
| 2,162 |
| 21,401 |
| 1967 | 2011 | 35 years |
| Atria Northgate Park | Cincinnati | OH | — |
| — |
| — |
| 201 |
| — |
| 201 |
| 201 |
| 20 |
| 181 |
| 1985 | 2012 | 35 years |
| Atria Bethlehem | Bethlehem | PA | — |
| 2,479 |
| 22,870 |
| 305 |
| 2,479 |
| 23,175 |
| 25,654 |
| 2,395 |
| 23,259 |
| 1998 | 2011 | 35 years |
| Atria Center City | Philadelphia | PA | 23,770 |
| 3,460 |
| 18,291 |
| 1,288 |
| 3,460 |
| 19,579 |
| 23,039 |
| 2,113 |
| 20,926 |
| 1964 | 2011 | 35 years |
| Atria Woodbridge Place | Phoenixville | PA | 11,756 |
| 1,510 |
| 19,130 |
| 252 |
| 1,510 |
| 19,382 |
| 20,892 |
| 1,944 |
| 18,948 |
| 1996 | 2011 | 35 years |
| Atria South Hills | Pittsburgh | PA | — |
| 880 |
| 10,884 |
| 257 |
| 895 |
| 11,126 |
| 12,021 |
| 1,323 |
| 10,698 |
| 1998 | 2011 | 35 years |
| Atria Bay Spring Village | Barrington | RI | 13,383 |
| 2,000 |
| 33,400 |
| 1,667 |
| 2,066 |
| 35,001 |
| 37,067 |
| 3,621 |
| 33,446 |
| 2000 | 2011 | 35 years |
| Atria Harborhill Place | East Greenwich | RI | — |
| 2,089 |
| 21,702 |
| 552 |
| 2,113 |
| 22,230 |
| 24,343 |
| 2,064 |
| 22,279 |
| 1835 | 2011 | 35 years |
| Atria Lincoln Place | Lincoln | RI | — |
| 1,440 |
| 12,686 |
| 246 |
| 1,464 |
| 12,908 |
| 14,372 |
| 1,458 |
| 12,914 |
| 2000 | 2011 | 35 years |
| Atria Aquidneck Place | Portsmouth | RI | — |
| 2,810 |
| 31,623 |
| 320 |
| 2,810 |
| 31,943 |
| 34,753 |
| 2,738 |
| 32,015 |
| 1999 | 2011 | 35 years |
| Atria Forest Lake | Columbia | SC | — |
| 670 |
| 13,946 |
| 190 |
| 680 |
| 14,126 |
| 14,806 |
| 1,365 |
| 13,441 |
| 1999 | 2011 | 35 years |
| Atria Weston Place | Knoxville | TN | 9,864 |
| 793 |
| 7,961 |
| 356 |
| 800 |
| 8,310 |
| 9,110 |
| 1,006 |
| 8,104 |
| 1993 | 2011 | 35 years |
| Atria Village at Arboretum | Austin | TX | — |
| 8,280 |
| 61,764 |
| 185 |
| 8,292 |
| 61,937 |
| 70,229 |
| 2,272 |
| 67,957 |
| 2009 | 2012 | 35 years |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | Location | | Initial Cost to Company | | Gross Amount Carried at Close of Period | | | | | | |
| Property Name | City | State / Province | Encumbrances | Land and Improvements | Buildings and Improvements | Costs Capitalized Subsequent to Acquisition | Land and Improvements | Buildings and Improvements | Total | Accumulated Depreciation | NBV | Year of Construction | Year Acquired | Life on Which Depreciation in Income Statement is Computed |
| Atria Collier Park | Beaumont | TX | — |
| — |
| — |
| 358 |
| 2 |
| 356 |
| 358 |
| 34 |
| 324 |
| 1996 | 2012 | 35 years |
| Atria Carrollton | Carrollton | TX | 7,458 |
| 360 |
| 20,465 |
| 476 |
| 364 |
| 20,937 |
| 21,301 |
| 2,029 |
| 19,272 |
| 1998 | 2011 | 35 years |
| Atria Grapevine | Grapevine | TX | — |
| 2,070 |
| 23,104 |
| 177 |
| 2,070 |
| 23,281 |
| 25,351 |
| 2,226 |
| 23,125 |
| 1999 | 2011 | 35 years |
| Atria Westchase | Houston | TX | — |
| 2,318 |
| 22,278 |
| 213 |
| 2,318 |
| 22,491 |
| 24,809 |
| 2,209 |
| 22,600 |
| 1999 | 2011 | 35 years |
| Atria Kingwood | Kingwood | TX | — |
| 1,170 |
| 4,518 |
| 110 |
| 1,173 |
| 4,625 |
| 5,798 |
| 642 |
| 5,156 |
| 1998 | 2011 | 35 years |
| Atria at Hometown | North Richland Hills | TX | — |
| 1,932 |
| 30,382 |
| — |
| 1,932 |
| 30,382 |
| 32,314 |
| 590 |
| 31,724 |
| 2007 | 2013 | 35 years |
| Atria Canyon Creek | Plano | TX | — |
| 3,110 |
| 45,999 |
| — |
| 3,110 |
| 45,999 |
| 49,109 |
| 887 |
| 48,222 |
| 2009 | 2013 | 35 years |
| Atria Richardson | Richardson | TX | — |
| 1,590 |
| 23,662 |
| 317 |
| 1,590 |
| 23,979 |
| 25,569 |
| 2,265 |
| 23,304 |
| 1998 | 2011 | 35 years |
| Atria Cypresswood | Spring | TX | 9,372 |
| 880 |
| 9,192 |
| 123 |
| 880 |
| 9,315 |
| 10,195 |
| 995 |
| 9,200 |
| 1996 | 2011 | 35 years |
| Atria Sugar Land | Sugar Land | TX | — |
| 970 |
| 17,542 |
| 478 |
| 971 |
| 18,019 |
| 18,990 |
| 1,697 |
| 17,293 |
| 1999 | 2011 | 35 years |
| Atria Copeland | Tyler | TX | 10,158 |
| 1,879 |
| 17,901 |
| 257 |
| 1,879 |
| 18,158 |
| 20,037 |
| 1,835 |
| 18,202 |
| 1997 | 2011 | 35 years |
| Atria Willow Park | Tyler | TX | — |
| 920 |
| 31,271 |
| 419 |
| 920 |
| 31,690 |
| 32,610 |
| 3,230 |
| 29,380 |
| 1985 | 2011 | 35 years |
| Atria Sandy | Sandy | UT | — |
| 3,356 |
| 18,805 |
| 698 |
| 3,480 |
| 19,379 |
| 22,859 |
| 2,333 |
| 20,526 |
| 1986 | 2011 | 35 years |
| Atria Virginia Beach (Hilltop) | Virginia Beach | VA | — |
| 1,749 |
| 33,004 |
| 341 |
| 1,749 |
| 33,345 |
| 35,094 |
| 3,224 |
| 31,870 |
| 1998 | 2011 | 35 years |
| Other Projects | | | — |
| — |
| 1,662 |
| — |
| — |
| 1,662 |
| 1,662 |
| — |
| 1,662 |
| CIP | CIP | CIP |
| TOTAL FOR ATRIA SENIORS HOUSING COMMUNITIES | | | 868,883 |
| 419,260 |
| 3,647,066 |
| 140,122 |
| 424,171 |
| 3,782,277 |
| 4,206,448 |
| 317,214 |
| 3,889,234 |
| | | |
| OTHER SENIORS HOUSING COMMUNITIES | | | |
| |
| |
| |
| |
| |
| |
| |
| |
| | | |
| Elmcroft of Grayson Valley | Birmingham | AL | — |
| 1,040 |
| 19,145 |
| 392 |
| 1,046 |
| 19,531 |
| 20,577 |
| 1,565 |
| 19,012 |
| 2000 | 2011 | 35 years |
| Elmcroft of Byrd Springs | Hunstville | AL | — |
| 1,720 |
| 11,270 |
| 399 |
| 1,720 |
| 11,669 |
| 13,389 |
| 1,012 |
| 12,377 |
| 1999 | 2011 | 35 years |
| Elmcroft of Heritage Woods | Mobile | AL | — |
| 1,020 |
| 10,241 |
| 367 |
| 1,020 |
| 10,608 |
| 11,628 |
| 933 |
| 10,695 |
| 2000 | 2011 | 35 years |
| Elmcroft of Halcyon | Montgomery | AL | — |
| 220 |
| 5,476 |
| — |
| 220 |
| 5,476 |
| 5,696 |
| 1,121 |
| 4,575 |
| 1999 | 2006 | 35 years |
| Rosewood Manor (AL) | Scottsboro | AL | — |
| 680 |
| 4,038 |
| — |
| 680 |
| 4,038 |
| 4,718 |
| 335 |
| 4,383 |
| 1998 | 2011 | 35 years |
| Four Season | Benton | AR | — |
| 330 |
| 1,462 |
| — |
| 330 |
| 1,462 |
| 1,792 |
| 161 |
| 1,631 |
| 1990 | 2011 | 35 years |
| West Shores | Hot Springs | AR | — |
| 1,326 |
| 10,904 |
| — |
| 1,326 |
| 10,904 |
| 12,230 |
| 2,702 |
| 9,528 |
| 1988 | 2005 | 35 years |
| Elmcroft of Maumelle | Maumelle | AR | — |
| 1,252 |
| 7,601 |
| — |
| 1,252 |
| 7,601 |
| 8,853 |
| 1,556 |
| 7,297 |
| 1997 | 2006 | 35 years |
| Elmcroft of Mountain Home | Mountain Home | AR | — |
| 204 |
| 8,971 |
| — |
| 204 |
| 8,971 |
| 9,175 |
| 1,837 |
| 7,338 |
| 1997 | 2006 | 35 years |
| Elmcroft of Sherwood | Sherwood | AR | — |
| 1,320 |
| 5,693 |
| — |
| 1,320 |
| 5,693 |
| 7,013 |
| 1,166 |
| 5,847 |
| 1997 | 2006 | 35 years |
| Chandler Memory Care Community | Chandler | AZ | — |
| 2,910 |
| — |
| 9,066 |
| 3,094 |
| 8,882 |
| 11,976 |
| 651 |
| 11,325 |
| 2011 | 2011 | 35 years |
| Cottonwood Village | Cottonwood | AZ | — |
| 1,200 |
| 15,124 |
| — |
| 1,200 |
| 15,124 |
| 16,324 |
| 3,718 |
| 12,606 |
| 1986 | 2005 | 35 years |
| Silver Creek Inn Memory Care Community | Gilbert | AZ | — |
| 890 |
| 5,918 |
| — |
| 890 |
| 5,918 |
| 6,808 |
| 319 |
| 6,489 |
| 2012 | 2012 | 35 years |
| Arbor Rose | Mesa | AZ | — |
| 1,100 |
| 11,880 |
| 2,434 |
| 1,100 |
| 14,314 |
| 15,414 |
| 1,503 |
| 13,911 |
| 1999 | 2011 | 35 years |
| Elmcroft of Tempe | Tempe | AZ | — |
| 1,090 |
| 12,942 |
| 712 |
| 1,090 |
| 13,654 |
| 14,744 |
| 1,131 |
| 13,613 |
| 1999 | 2011 | 35 years |
| Elmcroft of River Centre | Tucson | AZ | — |
| 1,940 |
| 5,195 |
| 368 |
| 1,940 |
| 5,563 |
| 7,503 |
| 552 |
| 6,951 |
| 1999 | 2011 | 35 years |
| Emeritus at Fairwood Manor | Anaheim | CA | — |
| 2,464 |
| 7,908 |
| — |
| 2,464 |
| 7,908 |
| 10,372 |
| 2,286 |
| 8,086 |
| 1977 | 2005 | 35 years |
| Careage Banning | Banning | CA | — |
| 2,970 |
| 16,037 |
| — |
| 2,970 |
| 16,037 |
| 19,007 |
| 1,416 |
| 17,591 |
| 2004 | 2011 | 35 years |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | Location | | Initial Cost to Company | | Gross Amount Carried at Close of Period | | | | | | |
| Property Name | City | State / Province | Encumbrances | Land and Improvements | Buildings and Improvements | Costs Capitalized Subsequent to Acquisition | Land and Improvements | Buildings and Improvements | Total | Accumulated Depreciation | NBV | Year of Construction | Year Acquired | Life on Which Depreciation in Income Statement is Computed |
| Las Villas Del Carlsbad | Carlsbad | CA | — |
| 1,760 |
| 30,469 |
| — |
| 1,760 |
| 30,469 |
| 32,229 |
| 6,239 |
| 25,990 |
| 1987 | 2006 | 35 years |
| Villa Bonita | Chula Vista | CA | — |
| 1,610 |
| 9,169 |
| — |
| 1,610 |
| 9,169 |
| 10,779 |
| 857 |
| 9,922 |
| 1989 | 2011 | 35 years |
| Emeritus at Barrington Court | Danville | CA | — |
| 360 |
| 4,640 |
| — |
| 360 |
| 4,640 |
| 5,000 |
| 1,076 |
| 3,924 |
| 1999 | 2006 | 35 years |
| Las Villas Del Norte | Escondido | CA | — |
| 2,791 |
| 32,632 |
| — |
| 2,791 |
| 32,632 |
| 35,423 |
| 6,682 |
| 28,741 |
| 1986 | 2006 | 35 years |
| Alder Bay Assisted Living | Eureka | CA | — |
| 1,170 |
| 5,228 |
| (70 | ) | 1,170 |
| 5,158 |
| 6,328 |
| 479 |
| 5,849 |
| 1997 | 2011 | 35 years |
| Elmcroft of La Mesa | La Mesa | CA | — |
| 2,431 |
| 6,101 |
| — |
| 2,431 |
| 6,101 |
| 8,532 |
| 1,249 |
| 7,283 |
| 1997 | 2006 | 35 years |
| Grossmont Gardens | La Mesa | CA | — |
| 9,104 |
| 59,349 |
| — |
| 9,104 |
| 59,349 |
| 68,453 |
| 12,152 |
| 56,301 |
| 1964 | 2006 | 35 years |
| Palms, The | La Mirada | CA | — |
| 2,700 |
| 43,919 |
| — |
| 2,700 |
| 43,919 |
| 46,619 |
| 367 |
| 46,252 |
| 1990 | 2013 | 35 years |
| Mountview Retirement Residence | Montrose | CA | — |
| 1,089 |
| 15,449 |
| — |
| 1,089 |
| 15,449 |
| 16,538 |
| 3,163 |
| 13,375 |
| 1974 | 2006 | 35 years |
| Redwood Retirement | Napa | CA | — |
| 2,798 |
| 12,639 |
| — |
| 2,798 |
| 12,639 |
| 15,437 |
| 108 |
| 15,329 |
| 1986 | 2013 | 35 years |
| Villa de Palma | Placentia | CA | — |
| 1,260 |
| 10,174 |
| — |
| 1,260 |
| 10,174 |
| 11,434 |
| 922 |
| 10,512 |
| 1982 | 2011 | 35 years |
| Valencia Commons | Rancho Cucamonga | CA | — |
| 1,439 |
| 36,363 |
| — |
| 1,439 |
| 36,363 |
| 37,802 |
| 303 |
| 37,499 |
| 2002 | 2013 | 35 years |
| Mission Hills | Rancho Mirage | CA | — |
| 6,800 |
| 3,637 |
| — |
| 6,800 |
| 3,637 |
| 10,437 |
| 536 |
| 9,901 |
| 1999 | 2011 | 35 years |
| Shasta Estates | Redding | CA | — |
| 1,180 |
| 23,463 |
| — |
| 1,180 |
| 23,463 |
| 24,643 |
| 196 |
| 24,447 |
| 2009 | 2013 | 35 years |
| The Vistas | Redding | CA | — |
| 1,290 |
| 22,033 |
| — |
| 1,290 |
| 22,033 |
| 23,323 |
| 1,776 |
| 21,547 |
| 2007 | 2011 | 35 years |
| Elmcroft of Point Loma | San Diego | CA | — |
| 2,117 |
| 6,865 |
| — |
| 2,117 |
| 6,865 |
| 8,982 |
| 1,406 |
| 7,576 |
| 1999 | 2006 | 35 years |
| Regency of Evergreen Valley | San Jose | CA | — |
| 2,700 |
| 7,994 |
| — |
| 2,700 |
| 7,994 |
| 10,694 |
| 873 |
| 9,821 |
| 1998 | 2011 | 35 years |
| Villa del Obispo | San Juan Capistrano | CA | — |
| 2,660 |
| 9,560 |
| — |
| 2,660 |
| 9,560 |
| 12,220 |
| 851 |
| 11,369 |
| 1985 | 2011 | 35 years |
| Villa Santa Barbara | Santa Barbara | CA | — |
| 1,219 |
| 12,426 |
| — |
| 1,219 |
| 12,426 |
| 13,645 |
| 3,069 |
| 10,576 |
| 1977 | 2005 | 35 years |
| Eagle Lake Village | Susanville | CA | — |
| 1,165 |
| 6,719 |
| — |
| 1,165 |
| 6,719 |
| 7,884 |
| 331 |
| 7,553 |
| 2006 | 2012 | 35 years |
| Emeritus at Heritage Place | Tracy | CA | — |
| 1,110 |
| 13,296 |
| — |
| 1,110 |
| 13,296 |
| 14,406 |
| 3,494 |
| 10,912 |
| 1986 | 2005 | 35 years |
| Bonaventure, The | Ventura | CA | — |
| 5,294 |
| 32,747 |
| — |
| 5,294 |
| 32,747 |
| 38,041 |
| 278 |
| 37,763 |
| 2005 | 2013 | 35 years |
| Vista Village | Vista | CA | — |
| 1,630 |
| 5,640 |
| 61 |
| 1,630 |
| 5,701 |
| 7,331 |
| 580 |
| 6,751 |
| 1980 | 2011 | 35 years |
| Rancho Vista | Vista | CA | — |
| 6,730 |
| 21,828 |
| — |
| 6,730 |
| 21,828 |
| 28,558 |
| 4,470 |
| 24,088 |
| 1982 | 2006 | 35 years |
| Westminster Terrace | Westminster | CA | — |
| 1,700 |
| 11,514 |
| — |
| 1,700 |
| 11,514 |
| 13,214 |
| 944 |
| 12,270 |
| 2001 | 2011 | 35 years |
| Highland Trail | Broomfield | CO | — |
| 2,511 |
| 26,431 |
| — |
| 2,511 |
| 26,431 |
| 28,942 |
| 222 |
| 28,720 |
| 2009 | 2013 | 35 years |
| Caley Ridge | Englewood | CO | — |
| 1,157 |
| 13,133 |
| — |
| 1,157 |
| 13,133 |
| 14,290 |
| 646 |
| 13,644 |
| 1999 | 2012 | 35 years |
| Garden Square at Westlake | Greeley | CO | — |
| 630 |
| 8,211 |
| — |
| 630 |
| 8,211 |
| 8,841 |
| 699 |
| 8,142 |
| 1998 | 2011 | 35 years |
| Garden Square of Greeley | Greeley | CO | — |
| 330 |
| 2,735 |
| — |
| 330 |
| 2,735 |
| 3,065 |
| 242 |
| 2,823 |
| 1995 | 2011 | 35 years |
| Lakewood Estates | Lakewood | CO | — |
| 1,306 |
| 21,137 |
| — |
| 1,306 |
| 21,137 |
| 22,443 |
| 177 |
| 22,266 |
| 1988 | 2013 | 35 years |
| Sugar Valley Estates | Loveland | CO | — |
| 1,255 |
| 21,837 |
| — |
| 1,255 |
| 21,837 |
| 23,092 |
| 183 |
| 22,909 |
| 2009 | 2013 | 35 years |
| Devonshire Acres | Sterling | CO | — |
| 950 |
| 13,569 |
| (3,501 | ) | 950 |
| 10,068 |
| 11,018 |
| 878 |
| 10,140 |
| 1979 | 2011 | 35 years |
| Gardenside Terrace | Branford | CT | — |
| 7,000 |
| 31,518 |
| — |
| 7,000 |
| 31,518 |
| 38,518 |
| 2,543 |
| 35,975 |
| 1999 | 2011 | 35 years |
| Hearth at Tuxis Pond | Madison | CT | — |
| 1,610 |
| 44,322 |
| — |
| 1,610 |
| 44,322 |
| 45,932 |
| 3,402 |
| 42,530 |
| 2002 | 2011 | 35 years |
| White Oaks | Manchester | CT | — |
| 2,584 |
| 34,507 |
| — |
| 2,584 |
| 34,507 |
| 37,091 |
| 289 |
| 36,802 |
| 2007 | 2013 | 35 years |
| Emeritus at South Windsor | South Windsor | CT | — |
| 2,187 |
| 12,682 |
| — |
| 2,187 |
| 12,682 |
| 14,869 |
| 3,581 |
| 11,288 |
| 1999 | 2004 | 35 years |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | Location | | Initial Cost to Company | | Gross Amount Carried at Close of Period | | | | | | |
| Property Name | City | State / Province | Encumbrances | Land and Improvements | Buildings and Improvements | Costs Capitalized Subsequent to Acquisition | Land and Improvements | Buildings and Improvements | Total | Accumulated Depreciation | NBV | Year of Construction | Year Acquired | Life on Which Depreciation in Income Statement is Computed |
| Hampton Manor Belleview | Belleview | FL | — |
| 390 |
| 8,337 |
| — |
| 390 |
| 8,337 |
| 8,727 |
| 707 |
| 8,020 |
| 1988 | 2011 | 35 years |
| Emeritus at Bonita Springs | Bonita Springs | FL | 9,155 |
| 1,540 |
| 10,783 |
| — |
| 1,540 |
| 10,783 |
| 12,323 |
| 3,481 |
| 8,842 |
| 1989 | 2005 | 35 years |
| Emeritus at Boynton Beach | Boynton Beach | FL | 14,030 |
| 2,317 |
| 16,218 |
| — |
| 2,317 |
| 16,218 |
| 18,535 |
| 5,051 |
| 13,484 |
| 1999 | 2005 | 35 years |
| Sabal House | Cantonment | FL | — |
| 430 |
| 5,902 |
| — |
| 430 |
| 5,902 |
| 6,332 |
| 487 |
| 5,845 |
| 1999 | 2011 | 35 years |
| Bristol Park of Coral Springs | Coral Springs | FL | — |
| 3,280 |
| 11,877 |
| — |
| 3,280 |
| 11,877 |
| 15,157 |
| 1,039 |
| 14,118 |
| 1999 | 2011 | 35 years |
| Emeritus at Deer Creek | Deerfield Beach | FL | — |
| 1,399 |
| 9,791 |
| — |
| 1,399 |
| 9,791 |
| 11,190 |
| 3,409 |
| 7,781 |
| 1999 | 2005 | 35 years |
| Stanley House | Defuniak Springs | FL | — |
| 410 |
| 5,659 |
| — |
| 410 |
| 5,659 |
| 6,069 |
| 467 |
| 5,602 |
| 1999 | 2011 | 35 years |
| The Peninsula | Hollywood | FL | — |
| 3,660 |
| 9,122 |
| — |
| 3,660 |
| 9,122 |
| 12,782 |
| 924 |
| 11,858 |
| 1972 | 2011 | 35 years |
| Elmcroft of Timberlin Parc | Jacksonville | FL | — |
| 455 |
| 5,905 |
| — |
| 455 |
| 5,905 |
| 6,360 |
| 1,209 |
| 5,151 |
| 1998 | 2006 | 35 years |
| Emeritus at Jensen Beach | Jensen Beach | FL | 12,590 |
| 1,831 |
| 12,820 |
| — |
| 1,831 |
| 12,820 |
| 14,651 |
| 4,123 |
| 10,528 |
| 1999 | 2005 | 35 years |
| Forsyth House | Milton | FL | — |
| 610 |
| 6,503 |
| — |
| 610 |
| 6,503 |
| 7,113 |
| 530 |
| 6,583 |
| 1999 | 2011 | 35 years |
| The Carlisle Naples | Naples | FL | — |
| 8,406 |
| 78,091 |
| — |
| 8,406 |
| 78,091 |
| 86,497 |
| 5,810 |
| 80,687 |
| N/A | 2011 | 35 years |
| Hampton Manor at 24th Road | Ocala | FL | — |
| 690 |
| 8,767 |
| — |
| 690 |
| 8,767 |
| 9,457 |
| 715 |
| 8,742 |
| 1996 | 2011 | 35 years |
| Hampton Manor at Deerwood | Ocala | FL | — |
| 790 |
| 5,605 |
| — |
| 790 |
| 5,605 |
| 6,395 |
| 512 |
| 5,883 |
| 2005 | 2011 | 35 years |
| Las Palmas | Palm Coast | FL | — |
| 984 |
| 30,009 |
| — |
| 984 |
| 30,009 |
| 30,993 |
| 250 |
| 30,743 |
| 2009 | 2013 | 35 years |
| Outlook Pointe at Pensacola | Pensacola | FL | — |
| 2,230 |
| 2,362 |
| — |
| 2,230 |
| 2,362 |
| 4,592 |
| 322 |
| 4,270 |
| 1999 | 2011 | 35 years |
| Magnolia House | Quincy | FL | — |
| 400 |
| 5,190 |
| — |
| 400 |
| 5,190 |
| 5,590 |
| 436 |
| 5,154 |
| 1999 | 2011 | 35 years |
| Outlook Pointe at Tallahassee | Tallahassee | FL | — |
| 2,430 |
| 17,745 |
| — |
| 2,430 |
| 17,745 |
| 20,175 |
| 1,524 |
| 18,651 |
| 1999 | 2011 | 35 years |
| Magnolia Place | Tallahassee | FL | — |
| 640 |
| 8,013 |
| — |
| 640 |
| 8,013 |
| 8,653 |
| 641 |
| 8,012 |
| 1999 | 2011 | 35 years |
| Bristol Park of Tamarac | Tamarac | FL | — |
| 3,920 |
| 14,130 |
| — |
| 3,920 |
| 14,130 |
| 18,050 |
| 1,196 |
| 16,854 |
| 2000 | 2011 | 35 years |
| Elmcroft of Carrolwood | Tampa | FL | — |
| 5,410 |
| 20,944 |
| 527 |
| 5,410 |
| 21,471 |
| 26,881 |
| 1,755 |
| 25,126 |
| 2001 | 2011 | 35 years |
| Augusta Gardens | Augusta | GA | — |
| 530 |
| 10,262 |
| — |
| 530 |
| 10,262 |
| 10,792 |
| 858 |
| 9,934 |
| 1997 | 2011 | 35 years |
| Elmcroft of Mt. Zion | Jonesboro | GA | — |
| 1,140 |
| 15,447 |
| 466 |
| 1,142 |
| 15,911 |
| 17,053 |
| 1,335 |
| 15,718 |
| 2000 | 2011 | 35 years |
| Elmcroft of Milford Chase | Marietta | GA | — |
| 3,350 |
| 7,431 |
| 470 |
| 3,350 |
| 7,901 |
| 11,251 |
| 789 |
| 10,462 |
| 2000 | 2011 | 35 years |
| Elmcroft of Martinez | Martinez | GA | — |
| 408 |
| 6,764 |
| — |
| 408 |
| 6,764 |
| 7,172 |
| 1,256 |
| 5,916 |
| 1997 | 2007 | 35 years |
| Crownpointe of Carmel | Carmel | IN | — |
| 1,110 |
| 1,933 |
| — |
| 1,110 |
| 1,933 |
| 3,043 |
| 231 |
| 2,812 |
| 1998 | 2011 | 35 years |
| Azalea Hills | Floyds Knobs | IN | — |
| 2,370 |
| 8,708 |
| — |
| 2,370 |
| 8,708 |
| 11,078 |
| 739 |
| 10,339 |
| 2008 | 2011 | 35 years |
| Georgetowne Place | Fort Wayne | IN | — |
| 1,315 |
| 18,185 |
| — |
| 1,315 |
| 18,185 |
| 19,500 |
| 4,335 |
| 15,165 |
| 1987 | 2005 | 35 years |
| Crown Pointe Senior Living Community | Greensburg | IN | — |
| 420 |
| 1,764 |
| — |
| 420 |
| 1,764 |
| 2,184 |
| 188 |
| 1,996 |
| 1999 | 2011 | 35 years |
| Summit West | Indianapolis | IN | — |
| 1,240 |
| 7,922 |
| — |
| 1,240 |
| 7,922 |
| 9,162 |
| 709 |
| 8,453 |
| 1998 | 2011 | 35 years |
| The Harrison | Indianapolis | IN | — |
| 1,200 |
| 5,740 |
| — |
| 1,200 |
| 5,740 |
| 6,940 |
| 1,506 |
| 5,434 |
| 1985 | 2005 | 35 years |
| Lakeview Commons Assisted Living | Monticello | IN | — |
| 250 |
| 5,263 |
| — |
| 250 |
| 5,263 |
| 5,513 |
| 420 |
| 5,093 |
| 1999 | 2011 | 35 years |
| Elmcroft of Muncie | Muncie | IN | — |
| 244 |
| 11,218 |
| — |
| 244 |
| 11,218 |
| 11,462 |
| 2,083 |
| 9,379 |
| 1998 | 2007 | 35 years |
| Wood Ridge | South Bend | IN | — |
| 590 |
| 4,850 |
| (35 | ) | 590 |
| 4,815 |
| 5,405 |
| 427 |
| 4,978 |
| 1990 | 2011 | 35 years |
| Drury Place at Alvamar | Lawrence | KS | — |
| 1,700 |
| 9,156 |
| — |
| 1,700 |
| 9,156 |
| 10,856 |
| 794 |
| 10,062 |
| 1995 | 2011 | 35 years |
| Drury Place at Salina | Salina | KS | — |
| 1,300 |
| 1,738 |
| — |
| 1,300 |
| 1,738 |
| 3,038 |
| 248 |
| 2,790 |
| 1989 | 2011 | 35 years |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | Location | | Initial Cost to Company | | Gross Amount Carried at Close of Period | | | | | | |
| Property Name | City | State / Province | Encumbrances | Land and Improvements | Buildings and Improvements | Costs Capitalized Subsequent to Acquisition | Land and Improvements | Buildings and Improvements | Total | Accumulated Depreciation | NBV | Year of Construction | Year Acquired | Life on Which Depreciation in Income Statement is Computed |
| Drury Place Retirement Apartments | Topeka | KS | — |
| 390 |
| 6,217 |
| — |
| 390 |
| 6,217 |
| 6,607 |
| 531 |
| 6,076 |
| 1986 | 2011 | 35 years |
| Hartland Hills | Lexington | KY | — |
| 1,468 |
| 23,929 |
| — |
| 1,468 |
| 23,929 |
| 25,397 |
| 200 |
| 25,197 |
| 2001 | 2013 | 35 years |
| Heritage Woods | Agawam | MA | — |
| 1,249 |
| 4,625 |
| — |
| 1,249 |
| 4,625 |
| 5,874 |
| 1,852 |
| 4,022 |
| 1997 | 2004 | 30 years |
| Emeritus at Farm Pond | Framingham | MA | — |
| 5,819 |
| 33,361 |
| — |
| 5,819 |
| 33,361 |
| 39,180 |
| 8,908 |
| 30,272 |
| 1999 | 2004 | 35 years |
| Emeritus at Cape Cod (WhiteHall) | Hyannis | MA | 6,481 |
| 1,277 |
| 9,063 |
| — |
| 1,277 |
| 9,063 |
| 10,340 |
| 2,338 |
| 8,002 |
| 1999 | 2005 | 35 years |
| Wingate at Silver Lake | Kingston | MA | — |
| 3,330 |
| 20,624 |
| — |
| 3,330 |
| 20,624 |
| 23,954 |
| 1,873 |
| 22,081 |
| 1996 | 2011 | 35 years |
| Devonshire Estates | Lenox | MA | — |
| 1,832 |
| 31,124 |
| — |
| 1,832 |
| 31,124 |
| 32,956 |
| 260 |
| 32,696 |
| 1998 | 2013 | 35 years |
| Outlook Pointe at Hagerstown | Hagerstown | MD | — |
| 2,010 |
| 1,293 |
| — |
| 2,010 |
| 1,293 |
| 3,303 |
| 226 |
| 3,077 |
| 1999 | 2011 | 35 years |
| Clover Healthcare | Auburn | ME | — |
| 1,400 |
| 26,895 |
| — |
| 1,400 |
| 26,895 |
| 28,295 |
| 2,313 |
| 25,982 |
| 1982 | 2011 | 35 years |
| Gorham House | Gorham | ME | — |
| 1,360 |
| 33,147 |
| 1,472 |
| 1,360 |
| 34,619 |
| 35,979 |
| 2,564 |
| 33,415 |
| 1990 | 2011 | 35 years |
| Kittery Estates | Kittery | ME | — |
| 1,531 |
| 30,811 |
| — |
| 1,531 |
| 30,811 |
| 32,342 |
| 257 |
| 32,085 |
| 2009 | 2013 | 35 years |
| Woods at Canco | Portland | ME | — |
| 1,441 |
| 45,578 |
| — |
| 1,441 |
| 45,578 |
| 47,019 |
| 380 |
| 46,639 |
| 2000 | 2013 | 35 years |
| Sentry Hill | York Harbor | ME | — |
| 3,490 |
| 19,869 |
| — |
| 3,490 |
| 19,869 |
| 23,359 |
| 1,594 |
| 21,765 |
| 2000 | 2011 | 35 years |
| Elmcroft of Downriver | Brownstown Charter Township | MI | 2,285 |
| 320 |
| 32,652 |
| 334 |
| 371 |
| 32,935 |
| 33,306 |
| 2,537 |
| 30,769 |
| 2000 | 2011 | 35 years |
| Independence Village of East Lansing | East Lansing | MI | 7,289 |
| 1,956 |
| 18,122 |
| — |
| 1,956 |
| 18,122 |
| 20,078 |
| 836 |
| 19,242 |
| 1989 | 2012 | 35 years |
| Elmcroft of Kentwood | Kentwood | MI | — |
| 510 |
| 13,976 |
| 416 |
| 510 |
| 14,392 |
| 14,902 |
| 1,253 |
| 13,649 |
| 2001 | 2011 | 35 years |
| Primrose Austin | Austin | MN | — |
| 2,540 |
| 11,707 |
| — |
| 2,540 |
| 11,707 |
| 14,247 |
| 917 |
| 13,330 |
| 2002 | 2011 | 35 years |
| Primrose Duluth | Duluth | MN | — |
| 6,190 |
| 8,296 |
| — |
| 6,190 |
| 8,296 |
| 14,486 |
| 747 |
| 13,739 |
| 2003 | 2011 | 35 years |
| Primrose Mankato | Mankato | MN | — |
| 1,860 |
| 8,920 |
| — |
| 1,860 |
| 8,920 |
| 10,780 |
| 765 |
| 10,015 |
| 1999 | 2011 | 35 years |
| Rose Arbor | Maple Grove | MN | — |
| 1,140 |
| 12,421 |
| — |
| 1,140 |
| 12,421 |
| 13,561 |
| 4,274 |
| 9,287 |
| 2000 | 2006 | 35 years |
| Wildflower Lodge | Maple Grove | MN | — |
| 504 |
| 5,035 |
| — |
| 504 |
| 5,035 |
| 5,539 |
| 1,737 |
| 3,802 |
| 1981 | 2006 | 35 years |
| Lodge at White Bear | White Bear Lake | MN | — |
| 732 |
| 24,999 |
| — |
| 732 |
| 24,999 |
| 25,731 |
| 208 |
| 25,523 |
| 2002 | 2013 | 35 years |
| Canyon Creek Inn Memory Care | Billings | MT | — |
| 420 |
| 11,217 |
| 7 |
| 420 |
| 11,224 |
| 11,644 |
| 812 |
| 10,832 |
| 2011 | 2011 | 35 years |
| Springs at Missoula | Missoula | MT | 16,608 |
| 1,975 |
| 34,390 |
| — |
| 1,975 |
| 34,390 |
| 36,365 |
| 1,370 |
| 34,995 |
| 2004 | 2012 | 35 years |
| Carillon ALF of Asheboro | Asheboro | NC | — |
| 680 |
| 15,370 |
| — |
| 680 |
| 15,370 |
| 16,050 |
| 1,223 |
| 14,827 |
| 1998 | 2011 | 35 years |
| Elmcroft of Little Avenue | Charlotte | NC | — |
| 250 |
| 5,077 |
| — |
| 250 |
| 5,077 |
| 5,327 |
| 1,040 |
| 4,287 |
| 1997 | 2006 | 35 years |
| Carillon ALF of Cramer Mountain | Cramerton | NC | — |
| 530 |
| 18,225 |
| — |
| 530 |
| 18,225 |
| 18,755 |
| 1,464 |
| 17,291 |
| 1999 | 2011 | 35 years |
| Carillon ALF of Harrisburg | Harrisburg | NC | — |
| 1,660 |
| 15,130 |
| — |
| 1,660 |
| 15,130 |
| 16,790 |
| 1,209 |
| 15,581 |
| 1997 | 2011 | 35 years |
| Carillon ALF of Hendersonville | Hendersonville | NC | — |
| 2,210 |
| 7,372 |
| — |
| 2,210 |
| 7,372 |
| 9,582 |
| 670 |
| 8,912 |
| 2005 | 2011 | 35 years |
| Carillon ALF of Hillsborough | Hillsborough | NC | — |
| 1,450 |
| 19,754 |
| — |
| 1,450 |
| 19,754 |
| 21,204 |
| 1,551 |
| 19,653 |
| 2005 | 2011 | 35 years |
| Willow Grove | Matthews | NC | — |
| 763 |
| 27,544 |
| — |
| 763 |
| 27,544 |
| 28,307 |
| 229 |
| 28,078 |
| 2009 | 2013 | 35 years |
| Carillon ALF of Newton | Newton | NC | — |
| 540 |
| 14,935 |
| — |
| 540 |
| 14,935 |
| 15,475 |
| 1,190 |
| 14,285 |
| 2000 | 2011 | 35 years |
| Independence Village of Olde Raleigh | Raleigh | NC | 10,123 |
| 1,989 |
| 18,648 |
| — |
| 1,989 |
| 18,648 |
| 20,637 |
| 878 |
| 19,759 |
| 1991 | 2012 | 35 years |
| Elmcroft of Northridge | Raleigh | NC | — |
| 184 |
| 3,592 |
| — |
| 184 |
| 3,592 |
| 3,776 |
| 735 |
| 3,041 |
| 1984 | 2006 | 35 years |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | Location | | Initial Cost to Company | | Gross Amount Carried at Close of Period | | | | | | |
| Property Name | City | State / Province | Encumbrances | Land and Improvements | Buildings and Improvements | Costs Capitalized Subsequent to Acquisition | Land and Improvements | Buildings and Improvements | Total | Accumulated Depreciation | NBV | Year of Construction | Year Acquired | Life on Which Depreciation in Income Statement is Computed |
| Carillon ALF of Salisbury | Salisbury | NC | — |
| 1,580 |
| 25,026 |
| — |
| 1,580 |
| 25,026 |
| 26,606 |
| 1,950 |
| 24,656 |
| 1999 | 2011 | 35 years |
| Carillon ALF of Shelby | Shelby | NC | — |
| 660 |
| 15,471 |
| — |
| 660 |
| 15,471 |
| 16,131 |
| 1,235 |
| 14,896 |
| 2000 | 2011 | 35 years |
| Elmcroft of Southern Pines | Southern Pines | NC | — |
| 1,196 |
| 10,766 |
| — |
| 1,196 |
| 10,766 |
| 11,962 |
| 1,153 |
| 10,809 |
| 1998 | 2010 | 35 years |
| Carillon ALF of Southport | Southport | NC | — |
| 1,330 |
| 10,356 |
| — |
| 1,330 |
| 10,356 |
| 11,686 |
| 883 |
| 10,803 |
| 2005 | 2011 | 35 years |
| Primrose Bismarck | Bismarck | ND | — |
| 1,210 |
| 9,768 |
| — |
| 1,210 |
| 9,768 |
| 10,978 |
| 792 |
| 10,186 |
| 1994 | 2011 | 35 years |
| Crown Pointe | Omaha | NE | — |
| 1,316 |
| 11,950 |
| — |
| 1,316 |
| 11,950 |
| 13,266 |
| 2,976 |
| 10,290 |
| 1985 | 2005 | 35 years |
| Birch Heights | Derry | NH | — |
| 1,413 |
| 30,267 |
| — |
| 1,413 |
| 30,267 |
| 31,680 |
| 253 |
| 31,427 |
| 2009 | 2013 | 35 years |
| Brandywine at Brick | Brick | NJ | — |
| 1,490 |
| 16,747 |
| — |
| 1,490 |
| 16,747 |
| 18,237 |
| 3,147 |
| 15,090 |
| 1999 | 2011 | 35 years |
| Bear Canyon Estates | Albuquerque | NM | — |
| 1,879 |
| 36,223 |
| — |
| 1,879 |
| 36,223 |
| 38,102 |
| 302 |
| 37,800 |
| 1997 | 2013 | 35 years |
| Elmcroft of Quintessence | Albuquerque | NM | — |
| 1,150 |
| 26,527 |
| 343 |
| 1,165 |
| 26,855 |
| 28,020 |
| 2,077 |
| 25,943 |
| 1998 | 2011 | 35 years |
| Cottonbloom Assisted Living | Las Cruces | NM | — |
| 153 |
| 897 |
| 370 |
| 153 |
| 1,267 |
| 1,420 |
| 207 |
| 1,213 |
| 1996 | 2009 | 35 years |
| Peachtree Village Retirement Community | Roswell | NM | — |
| 161 |
| 2,161 |
| 666 |
| 161 |
| 2,827 |
| 2,988 |
| 389 |
| 2,599 |
| 1999 | 2010 | 35 years |
| The Amberleigh | Buffalo | NY | — |
| 3,498 |
| 19,097 |
| — |
| 3,498 |
| 19,097 |
| 22,595 |
| 4,941 |
| 17,654 |
| 1988 | 2005 | 35 years |
| Castle Gardens | Vestal | NY | — |
| 1,830 |
| 20,312 |
| 2,230 |
| 1,885 |
| 22,487 |
| 24,372 |
| 1,956 |
| 22,416 |
| 1994 | 2011 | 35 years |
| Emeritus at Lakeview | Columbus | OH | — |
| 770 |
| 11,220 |
| — |
| 770 |
| 11,220 |
| 11,990 |
| 936 |
| 11,054 |
| 1998 | 2011 | 35 years |
| Elmcroft of Lima | Lima | OH | — |
| 490 |
| 3,368 |
| — |
| 490 |
| 3,368 |
| 3,858 |
| 690 |
| 3,168 |
| 1998 | 2006 | 35 years |
| Elmcroft of Ontario | Mansfield | OH | — |
| 523 |
| 7,968 |
| — |
| 523 |
| 7,968 |
| 8,491 |
| 1,632 |
| 6,859 |
| 1998 | 2006 | 35 years |
| Emeritus at Camelot Place | Medina | OH | — |
| 340 |
| 21,566 |
| — |
| 340 |
| 21,566 |
| 21,906 |
| 1,698 |
| 20,208 |
| 1995 | 2011 | 35 years |
| Emeritus at Medina | Medina | OH | — |
| 1,110 |
| 24,700 |
| — |
| 1,110 |
| 24,700 |
| 25,810 |
| 1,918 |
| 23,892 |
| 2000 | 2011 | 35 years |
| Elmcroft of Medina | Medina | OH | — |
| 661 |
| 9,788 |
| — |
| 661 |
| 9,788 |
| 10,449 |
| 2,004 |
| 8,445 |
| 1999 | 2006 | 35 years |
| Elmcroft of Washington Township | Miamisburg | OH | — |
| 1,235 |
| 12,611 |
| — |
| 1,235 |
| 12,611 |
| 13,846 |
| 2,582 |
| 11,264 |
| 1998 | 2006 | 35 years |
| Emeritus at Hillenvale | Mount Vernon | OH | — |
| 1,100 |
| 12,493 |
| — |
| 1,100 |
| 12,493 |
| 13,593 |
| 1,031 |
| 12,562 |
| 2001 | 2011 | 35 years |
| Elmcroft of Sagamore Hills | Northfield | OH | — |
| 980 |
| 12,604 |
| — |
| 980 |
| 12,604 |
| 13,584 |
| 2,581 |
| 11,003 |
| 2000 | 2006 | 35 years |
| Elmcroft of Lorain | Vermilion | OH | — |
| 500 |
| 15,461 |
| 434 |
| 557 |
| 15,838 |
| 16,395 |
| 1,330 |
| 15,065 |
| 2000 | 2011 | 35 years |
| Elmcroft of Xenia | Xenia | OH | — |
| 653 |
| 2,801 |
| — |
| 653 |
| 2,801 |
| 3,454 |
| 574 |
| 2,880 |
| 1999 | 2006 | 35 years |
| Emeritus at North Hills | Zanesville | OH | — |
| 1,560 |
| 11,067 |
| — |
| 1,560 |
| 11,067 |
| 12,627 |
| 944 |
| 11,683 |
| 1996 | 2011 | 35 years |
| Arbor House of Mustang | Mustang | OK | — |
| 372 |
| 3,587 |
| — |
| 372 |
| 3,587 |
| 3,959 |
| 120 |
| 3,839 |
| 1999 | 2012 | 35 years |
| Arbor House of Norman | Norman | OK | — |
| 444 |
| 7,525 |
| — |
| 444 |
| 7,525 |
| 7,969 |
| 250 |
| 7,719 |
| 2000 | 2012 | 35 years |
| Arbor House Reminisce Center | Norman | OK | — |
| 438 |
| 3,028 |
| — |
| 438 |
| 3,028 |
| 3,466 |
| 102 |
| 3,364 |
| 2004 | 2012 | 35 years |
| Arbor House of Midwest City | Oklahoma City | OK | — |
| 544 |
| 9,133 |
| — |
| 544 |
| 9,133 |
| 9,677 |
| 304 |
| 9,373 |
| 2004 | 2012 | 35 years |
| Elmcroft of Quail Springs | Oklahoma City | OK | — |
| 500 |
| 16,632 |
| 290 |
| 500 |
| 16,922 |
| 17,422 |
| 1,396 |
| 16,026 |
| 1999 | 2011 | 35 years |
| Mansion at Waterford | Oklahoma City | OK | — |
| 2,077 |
| 14,184 |
| — |
| 2,077 |
| 14,184 |
| 16,261 |
| 698 |
| 15,563 |
| 1999 | 2012 | 35 years |
| Edgewood Downs | Beaverton | OR | — |
| 2,356 |
| 15,476 |
| — |
| 2,356 |
| 15,476 |
| 17,832 |
| 131 |
| 17,701 |
| 1977 | 2013 | 35 years |
| Avamere at Hillsboro | Hillsboro | OR | — |
| 4,400 |
| 8,353 |
| 301 |
| 4,400 |
| 8,654 |
| 13,054 |
| 791 |
| 12,263 |
| 2000 | 2011 | 35 years |
| The Springs at Tanasbourne | Hillsboro | OR | 35,992 |
| 4,689 |
| 55,035 |
| — |
| 4,689 |
| 55,035 |
| 59,724 |
| 1,264 |
| 58,460 |
| 2009 | 2013 | 35 years |
| Avamere court at Keizer | Keizer | OR | — |
| 1,260 |
| 30,183 |
| (6 | ) | 1,260 |
| 30,177 |
| 31,437 |
| 2,490 |
| 28,947 |
| 1970 | 2011 | 35 years |
| Keizer River ALZ Facility | Keizer | OR | — |
| — |
| — |
| 970 |
| 800 |
| 170 |
| 970 |
| — |
| 970 |
| 2012 | 2012 | 35 years |
| The Stafford | Lake Oswego | OR | — |
| 1,800 |
| 16,122 |
| — |
| 1,800 |
| 16,122 |
| 17,922 |
| 1,376 |
| 16,546 |
| 2008 | 2011 | 35 years |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | Location | | Initial Cost to Company | | Gross Amount Carried at Close of Period | | | | | | |
| Property Name | City | State / Province | Encumbrances | Land and Improvements | Buildings and Improvements | Costs Capitalized Subsequent to Acquisition | Land and Improvements | Buildings and Improvements | Total | Accumulated Depreciation | NBV | Year of Construction | Year Acquired | Life on Which Depreciation in Income Statement is Computed |
| The Pearl at Kruse Way | Lake Oswego | OR | — |
| 2,000 |
| 12,880 |
| — |
| 2,000 |
| 12,880 |
| 14,880 |
| 1,071 |
| 13,809 |
| 2005 | 2011 | 35 years |
| Avamere at Three Fountains | Medford | OR | — |
| 2,340 |
| 33,187 |
| — |
| 2,340 |
| 33,187 |
| 35,527 |
| 2,705 |
| 32,822 |
| 1974 | 2011 | 35 years |
| The Springs at Clackamas Woods (ILF) | Milwaukie | OR | 10,896 |
| 1,264 |
| 22,429 |
| — |
| 1,264 |
| 22,429 |
| 23,693 |
| 894 |
| 22,799 |
| 1999 | 2012 | 35 years |
| Clackamas Woods Assisted Living | Milwaukie | OR | 5,829 |
| 681 |
| 12,077 |
| — |
| 681 |
| 12,077 |
| 12,758 |
| 481 |
| 12,277 |
| 1999 | 2012 | 35 years |
| Avamere at Newberg | Newberg | OR | — |
| 1,320 |
| 4,664 |
| 241 |
| 1,320 |
| 4,905 |
| 6,225 |
| 467 |
| 5,758 |
| 1999 | 2011 | 35 years |
| Avamere Living at Berry Park | Oregon City | OR | — |
| 1,910 |
| 4,249 |
| 609 |
| 1,910 |
| 4,858 |
| 6,768 |
| 481 |
| 6,287 |
| 1972 | 2011 | 35 years |
| Avamere at Bethany | Portland | OR | — |
| 3,150 |
| 16,740 |
| — |
| 3,150 |
| 16,740 |
| 19,890 |
| 1,410 |
| 18,480 |
| 2002 | 2011 | 35 years |
| Avamere at Sandy | Sandy | OR | — |
| 1,000 |
| 7,309 |
| 98 |
| 1,000 |
| 7,407 |
| 8,407 |
| 665 |
| 7,742 |
| 1999 | 2011 | 35 years |
| Suzanne Elise ALF | Seaside | OR | — |
| 1,940 |
| 4,027 |
| — |
| 1,940 |
| 4,027 |
| 5,967 |
| 466 |
| 5,501 |
| 1998 | 2011 | 35 years |
| Avamere at Sherwood | Sherwood | OR | — |
| 1,010 |
| 7,051 |
| 100 |
| 1,010 |
| 7,151 |
| 8,161 |
| 647 |
| 7,514 |
| 2000 | 2011 | 35 years |
| Chateau Gardens | Springfield | OR | — |
| 1,550 |
| 4,197 |
| — |
| 1,550 |
| 4,197 |
| 5,747 |
| 345 |
| 5,402 |
| 1991 | 2011 | 35 years |
| Avamere at St Helens | St. Helens | OR | — |
| 1,410 |
| 10,496 |
| 103 |
| 1,410 |
| 10,599 |
| 12,009 |
| 897 |
| 11,112 |
| 2000 | 2011 | 35 years |
| Elmcroft of Allison Park | Allison Park | PA | — |
| 1,171 |
| 5,686 |
| — |
| 1,171 |
| 5,686 |
| 6,857 |
| 1,164 |
| 5,693 |
| 1986 | 2006 | 35 years |
| Elmcroft of Chippewa | Beaver Falls | PA | — |
| 1,394 |
| 8,586 |
| — |
| 1,394 |
| 8,586 |
| 9,980 |
| 1,758 |
| 8,222 |
| 1998 | 2006 | 35 years |
| Elmcroft of Berwick | Berwick | PA | — |
| 111 |
| 6,741 |
| — |
| 111 |
| 6,741 |
| 6,852 |
| 1,380 |
| 5,472 |
| 1998 | 2006 | 35 years |
| Outlook Pointe at Lakemont | Bridgeville | PA | — |
| 1,660 |
| 12,624 |
| — |
| 1,660 |
| 12,624 |
| 14,284 |
| 1,109 |
| 13,175 |
| 1999 | 2011 | 35 years |
| Elmcroft of Dillsburg | Dillsburg | PA | — |
| 432 |
| 7,797 |
| — |
| 432 |
| 7,797 |
| 8,229 |
| 1,597 |
| 6,632 |
| 1998 | 2006 | 35 years |
| Elmcroft of Altoona | Hollidaysburg | PA | — |
| 331 |
| 4,729 |
| — |
| 331 |
| 4,729 |
| 5,060 |
| 968 |
| 4,092 |
| 1997 | 2006 | 35 years |
| Elmcroft of Lebanon | Lebanon | PA | — |
| 240 |
| 7,336 |
| — |
| 240 |
| 7,336 |
| 7,576 |
| 1,502 |
| 6,074 |
| 1999 | 2006 | 35 years |
| Elmcroft of Lewisburg | Lewisburg | PA | — |
| 232 |
| 5,666 |
| — |
| 232 |
| 5,666 |
| 5,898 |
| 1,160 |
| 4,738 |
| 1999 | 2006 | 35 years |
| Lehigh Commons | Macungie | PA | — |
| 420 |
| 4,406 |
| 450 |
| 420 |
| 4,856 |
| 5,276 |
| 1,721 |
| 3,555 |
| 1997 | 2004 | 30 years |
| Elmcroft of Loyalsock | Montoursville | PA | — |
| 413 |
| 3,412 |
| — |
| 413 |
| 3,412 |
| 3,825 |
| 699 |
| 3,126 |
| 1999 | 2006 | 35 years |
| Highgate at Paoli Pointe | Paoli | PA | — |
| 1,151 |
| 9,079 |
| — |
| 1,151 |
| 9,079 |
| 10,230 |
| 3,166 |
| 7,064 |
| 1997 | 2004 | 30 years |
| Sanatoga Court | Pottstown | PA | — |
| 360 |
| 3,233 |
| — |
| 360 |
| 3,233 |
| 3,593 |
| 1,199 |
| 2,394 |
| 1997 | 2004 | 30 years |
| Berkshire Commons | Reading | PA | — |
| 470 |
| 4,301 |
| — |
| 470 |
| 4,301 |
| 4,771 |
| 1,592 |
| 3,179 |
| 1997 | 2004 | 30 years |
| Mifflin Court | Reading | PA | — |
| 689 |
| 4,265 |
| 351 |
| 689 |
| 4,616 |
| 5,305 |
| 1,408 |
| 3,897 |
| 1997 | 2004 | 35 years |
| Elmcroft of Reading | Reading | PA | — |
| 638 |
| 4,942 |
| — |
| 638 |
| 4,942 |
| 5,580 |
| 1,012 |
| 4,568 |
| 1998 | 2006 | 35 years |
| Elmcroft of Reedsville | Reedsville | PA | — |
| 189 |
| 5,170 |
| — |
| 189 |
| 5,170 |
| 5,359 |
| 1,059 |
| 4,300 |
| 1998 | 2006 | 35 years |
| Elmcroft of Saxonburg | Saxonburg | PA | — |
| 770 |
| 5,949 |
| — |
| 770 |
| 5,949 |
| 6,719 |
| 1,218 |
| 5,501 |
| 1994 | 2006 | 35 years |
| Elmcroft of Shippensburg | Shippensburg | PA | — |
| 203 |
| 7,634 |
| — |
| 203 |
| 7,634 |
| 7,837 |
| 1,563 |
| 6,274 |
| 1999 | 2006 | 35 years |
| Elmcroft of State College | State College | PA | — |
| 320 |
| 7,407 |
| — |
| 320 |
| 7,407 |
| 7,727 |
| 1,517 |
| 6,210 |
| 1997 | 2006 | 35 years |
| Outlook Pointe at York | York | PA | — |
| 1,260 |
| 6,923 |
| — |
| 1,260 |
| 6,923 |
| 8,183 |
| 607 |
| 7,576 |
| 1999 | 2011 | 35 years |
| Forest Pines | Columbia | SC | — |
| 1,058 |
| 27,471 |
| — |
| 1,058 |
| 27,471 |
| 28,529 |
| 229 |
| 28,300 |
| 1997 | 2013 | 35 years |
| Elmcroft of Florence SC | Florence | SC | — |
| 108 |
| 7,620 |
| — |
| 108 |
| 7,620 |
| 7,728 |
| 1,560 |
| 6,168 |
| 1998 | 2006 | 35 years |
| Primrose Aberdeen | Aberdeen | SD | — |
| 850 |
| 659 |
| — |
| 850 |
| 659 |
| 1,509 |
| 128 |
| 1,381 |
| 1991 | 2011 | 35 years |
| Primrose Place | Aberdeen | SD | — |
| 310 |
| 3,242 |
| — |
| 310 |
| 3,242 |
| 3,552 |
| 275 |
| 3,277 |
| 2000 | 2011 | 35 years |
| Primrose Rapid City | Rapid City | SD | — |
| 860 |
| 8,722 |
| — |
| 860 |
| 8,722 |
| 9,582 |
| 734 |
| 8,848 |
| 1997 | 2011 | 35 years |
| Primrose Sioux Falls | Sioux Falls | SD | — |
| 2,180 |
| 12,936 |
| — |
| 2,180 |
| 12,936 |
| 15,116 |
| 1,103 |
| 14,013 |
| 2002 | 2011 | 35 years |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | Location | | Initial Cost to Company | | Gross Amount Carried at Close of Period | | | | | | |
| Property Name | City | State / Province | Encumbrances | Land and Improvements | Buildings and Improvements | Costs Capitalized Subsequent to Acquisition | Land and Improvements | Buildings and Improvements | Total | Accumulated Depreciation | NBV | Year of Construction | Year Acquired | Life on Which Depreciation in Income Statement is Computed |
| Outlook Pointe of Bristol | Bristol | TN | — |
| 470 |
| 16,006 |
| — |
| 470 |
| 16,006 |
| 16,476 |
| 1,263 |
| 15,213 |
| 1999 | 2011 | 35 years |
| Elmcroft of Hamilton Place | Chattanooga | TN | — |
| 87 |
| 4,248 |
| — |
| 87 |
| 4,248 |
| 4,335 |
| 870 |
| 3,465 |
| 1998 | 2006 | 35 years |
| Elmcroft of Shallowford | Chattanooga | TN | — |
| 580 |
| 7,568 |
| 413 |
| 582 |
| 7,979 |
| 8,561 |
| 755 |
| 7,806 |
| 1999 | 2011 | 35 years |
| Regency House | Hixson | TN | — |
| 140 |
| 6,611 |
| — |
| 140 |
| 6,611 |
| 6,751 |
| 545 |
| 6,206 |
| 2000 | 2011 | 35 years |
| Trenton Health Care Center | Humboldt | TN | — |
| 460 |
| 6,058 |
| — |
| 460 |
| 6,058 |
| 6,518 |
| 570 |
| 5,948 |
| 1974 | 2011 | 35 years |
| Outlook Pointe at Johnson City | Johnson City | TN | — |
| 590 |
| 10,043 |
| — |
| 590 |
| 10,043 |
| 10,633 |
| 818 |
| 9,815 |
| 1999 | 2011 | 35 years |
| Elmcroft of Kingsport | Kingsport | TN | — |
| 22 |
| 7,815 |
| — |
| 22 |
| 7,815 |
| 7,837 |
| 1,600 |
| 6,237 |
| 2000 | 2006 | 35 years |
| Elmcroft of West Knoxville | Knoxville | TN | — |
| 439 |
| 10,697 |
| — |
| 439 |
| 10,697 |
| 11,136 |
| 2,190 |
| 8,946 |
| 2000 | 2006 | 35 years |
| Elmcroft of Lebanon | Lebanon | TN | — |
| 180 |
| 7,086 |
| — |
| 180 |
| 7,086 |
| 7,266 |
| 1,451 |
| 5,815 |
| 2000 | 2006 | 35 years |
| Elmcroft of Twin Hills | Madison | TN | — |
| 860 |
| 8,208 |
| 399 |
| 862 |
| 8,605 |
| 9,467 |
| 799 |
| 8,668 |
| 1999 | 2011 | 35 years |
| Elmcroft of Bartlett | Memphis | TN | — |
| 570 |
| 25,552 |
| 281 |
| 570 |
| 25,833 |
| 26,403 |
| 2,019 |
| 24,384 |
| 1999 | 2011 | 35 years |
| Kennington Place | Memphis | TN | — |
| 1,820 |
| 4,748 |
| 304 |
| 1,820 |
| 5,052 |
| 6,872 |
| 632 |
| 6,240 |
| 1989 | 2011 | 35 years |
| Glenmary Senior Manor | Memphis | TN | — |
| 510 |
| 5,860 |
| 46 |
| 510 |
| 5,906 |
| 6,416 |
| 670 |
| 5,746 |
| 1964 | 2011 | 35 years |
| Outlook Pointe at Murfreesboro | Murfreesboro | TN | — |
| 940 |
| 8,030 |
| — |
| 940 |
| 8,030 |
| 8,970 |
| 685 |
| 8,285 |
| 1999 | 2011 | 35 years |
| Elmcroft of Brentwood | Nashville | TN | — |
| 960 |
| 22,020 |
| 567 |
| 960 |
| 22,587 |
| 23,547 |
| 1,829 |
| 21,718 |
| 1998 | 2011 | 35 years |
| Elmcroft of Arlington | Arlington | TX | — |
| 2,650 |
| 14,060 |
| 446 |
| 2,650 |
| 14,506 |
| 17,156 |
| 1,230 |
| 15,926 |
| 1998 | 2011 | 35 years |
| Meadowbrook ALZ | Arlington | TX | — |
| 755 |
| 4,677 |
| 940 |
| 755 |
| 5,617 |
| 6,372 |
| 190 |
| 6,182 |
| 2012 | 2012 | 35 years |
| Elmcroft of Austin | Austin | TX | — |
| 2,770 |
| 25,820 |
| 467 |
| 2,770 |
| 26,287 |
| 29,057 |
| 2,085 |
| 26,972 |
| 2000 | 2011 | 35 years |
| Elmcroft of Bedford | Bedford | TX | 7,242 |
| 770 |
| 19,691 |
| 431 |
| 770 |
| 20,122 |
| 20,892 |
| 1,612 |
| 19,280 |
| 1999 | 2011 | 35 years |
| Highland Estates | Cedar Park | TX | — |
| 1,679 |
| 28,943 |
| — |
| 1,679 |
| 28,943 |
| 30,622 |
| 242 |
| 30,380 |
| 2009 | 2013 | 35 years |
| Elmcroft of Rivershire | Conroe | TX | — |
| 860 |
| 32,671 |
| 597 |
| 860 |
| 33,268 |
| 34,128 |
| 2,577 |
| 31,551 |
| 1997 | 2011 | 35 years |
| Heritage Oaks Retirement Village | Corsicana | TX | — |
| 790 |
| 30,636 |
| — |
| 790 |
| 30,636 |
| 31,426 |
| 2,446 |
| 28,980 |
| 1996 | 2011 | 35 years |
| Flower Mound | Flower Mound | TX | — |
| 900 |
| 5,512 |
| — |
| 900 |
| 5,512 |
| 6,412 |
| 462 |
| 5,950 |
| 1995 | 2011 | 35 years |
| Arbor House Granbury | Granbury | TX | — |
| 390 |
| 8,186 |
| — |
| 390 |
| 8,186 |
| 8,576 |
| 272 |
| 8,304 |
| 2007 | 2012 | 35 years |
| Copperfield Estates | Houston | TX | — |
| 1,216 |
| 21,135 |
| — |
| 1,216 |
| 21,135 |
| 22,351 |
| 177 |
| 22,174 |
| 2009 | 2013 | 35 years |
| Elmcroft of Braeswood | Houston | TX | — |
| 3,970 |
| 15,919 |
| 606 |
| 3,970 |
| 16,525 |
| 20,495 |
| 1,375 |
| 19,120 |
| 1999 | 2011 | 35 years |
| Elmcroft of Cy-Fair | Houston | TX | — |
| 1,580 |
| 21,801 |
| 368 |
| 1,593 |
| 22,156 |
| 23,749 |
| 1,757 |
| 21,992 |
| 1998 | 2011 | 35 years |
| Elmcroft of Irving | Irving | TX | — |
| 1,620 |
| 18,755 |
| 424 |
| 1,620 |
| 19,179 |
| 20,799 |
| 1,545 |
| 19,254 |
| 1999 | 2011 | 35 years |
| Whitley Place | Keller | TX | — |
| — |
| 5,100 |
| — |
| — |
| 5,100 |
| 5,100 |
| 862 |
| 4,238 |
| 1998 | 2008 | 35 years |
| Elmcroft of Lake Jackson | Lake Jackson | TX | — |
| 710 |
| 14,765 |
| 334 |
| 710 |
| 15,099 |
| 15,809 |
| 1,239 |
| 14,570 |
| 1998 | 2011 | 35 years |
| Arbor House Lewisville | Lewisville | TX | — |
| 824 |
| 10,308 |
| — |
| 824 |
| 10,308 |
| 11,132 |
| 344 |
| 10,788 |
| 2007 | 2012 | 35 years |
| Elmcroft of Vista Ridge | Lewisville | TX | — |
| 6,280 |
| 10,548 |
| 719 |
| 6,303 |
| 11,244 |
| 17,547 |
| 980 |
| 16,567 |
| 1998 | 2011 | 35 years |
| Polo Park Estates | Midland | TX | — |
| 765 |
| 29,447 |
| — |
| 765 |
| 29,447 |
| 30,212 |
| 245 |
| 29,967 |
| 1996 | 2013 | 35 years |
| Arbor Hills Memory Care Community | Plano | TX | — |
| — |
| — |
| 6,733 |
| 1,014 |
| 5,719 |
| 6,733 |
| 93 |
| 6,640 |
| 2013 | 2011 | 35 years |
| Arbor House of Rockwall | Rockwall | TX | — |
| 1,537 |
| 12,883 |
| — |
| 1,537 |
| 12,883 |
| 14,420 |
| 432 |
| 13,988 |
| 2009 | 2012 | 35 years |
| Elmcroft of Windcrest | San Antonio | TX | — |
| 920 |
| 13,011 |
| 525 |
| 920 |
| 13,536 |
| 14,456 |
| 1,157 |
| 13,299 |
| 1999 | 2011 | 35 years |
| Paradise Springs | Spring | TX | — |
| 1,488 |
| 24,556 |
| — |
| 1,488 |
| 24,556 |
| 26,044 |
| 205 |
| 25,839 |
| 2007 | 2013 | 35 years |
| Arbor House of Temple | Temple | TX | — |
| 473 |
| 6,750 |
| — |
| 473 |
| 6,750 |
| 7,223 |
| 225 |
| 6,998 |
| 2008 | 2012 | 35 years |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | Location | | Initial Cost to Company | | Gross Amount Carried at Close of Period | | | | | | |
| Property Name | City | State / Province | Encumbrances | Land and Improvements | Buildings and Improvements | Costs Capitalized Subsequent to Acquisition | Land and Improvements | Buildings and Improvements | Total | Accumulated Depreciation | NBV | Year of Construction | Year Acquired | Life on Which Depreciation in Income Statement is Computed |
| Elmcroft of Cottonwood | Temple | TX | — |
| 630 |
| 17,515 |
| 385 |
| 630 |
| 17,900 |
| 18,530 |
| 1,435 |
| 17,095 |
| 1997 | 2011 | 35 years |
| Elmcroft of Mainland | Texas City | TX | — |
| 520 |
| 14,849 |
| 359 |
| 520 |
| 15,208 |
| 15,728 |
| 1,248 |
| 14,480 |
| 1996 | 2011 | 35 years |
| Elmcroft of Victoria | Victoria | TX | — |
| 440 |
| 13,040 |
| 401 |
| 440 |
| 13,441 |
| 13,881 |
| 1,095 |
| 12,786 |
| 1997 | 2011 | 35 years |
| Arbor House of Weatherford | Weatherford | TX | — |
| 233 |
| 3,347 |
| — |
| 233 |
| 3,347 |
| 3,580 |
| 111 |
| 3,469 |
| 1994 | 2012 | 35 years |
| Elmcroft of Wharton | Wharton | TX | — |
| 320 |
| 13,799 |
| 666 |
| 320 |
| 14,465 |
| 14,785 |
| 1,171 |
| 13,614 |
| 1996 | 2011 | 35 years |
| Elmcroft of Chesterfield | Richmond | VA | — |
| 829 |
| 6,534 |
| — |
| 829 |
| 6,534 |
| 7,363 |
| 1,338 |
| 6,025 |
| 1999 | 2006 | 35 years |
| Pheasant Ridge | Roanoke | VA | — |
| 1,813 |
| 9,027 |
| — |
| 1,813 |
| 9,027 |
| 10,840 |
| 444 |
| 10,396 |
| 1999 | 2012 | 35 years |
| Emeritus at Ridgewood Gardens | Salem | VA | — |
| 1,900 |
| 16,219 |
| — |
| 1,900 |
| 16,219 |
| 18,119 |
| 4,733 |
| 13,386 |
| 1998 | 2011 | 35 years |
| Cooks Hill Manor | Centralia | WA | — |
| 520 |
| 6,144 |
| — |
| 520 |
| 6,144 |
| 6,664 |
| 554 |
| 6,110 |
| 1993 | 2011 | 35 years |
| The Sequoia | Olympia | WA | — |
| 1,490 |
| 13,724 |
| — |
| 1,490 |
| 13,724 |
| 15,214 |
| 1,154 |
| 14,060 |
| 1995 | 2011 | 35 years |
| Willow Gardens | Puyallup | WA | — |
| 1,959 |
| 35,492 |
| — |
| 1,959 |
| 35,492 |
| 37,451 |
| 297 |
| 37,154 |
| 1996 | 2013 | 35 years |
| Birchview | Sedro-Woolley | WA | — |
| 210 |
| 14,145 |
| — |
| 210 |
| 14,145 |
| 14,355 |
| 1,087 |
| 13,268 |
| 1996 | 2011 | 35 years |
| Discovery Memory care | Sequim | WA | — |
| 320 |
| 10,544 |
| — |
| 320 |
| 10,544 |
| 10,864 |
| 852 |
| 10,012 |
| 1961 | 2011 | 35 years |
| The Academy Retirement Comm | Spokane | WA | — |
| 650 |
| 3,741 |
| — |
| 650 |
| 3,741 |
| 4,391 |
| 408 |
| 3,983 |
| 1959 | 2011 | 35 years |
| The Village Retirement & Assisted Living | Tacoma | WA | — |
| 2,200 |
| 5,938 |
| — |
| 2,200 |
| 5,938 |
| 8,138 |
| 663 |
| 7,475 |
| 1976 | 2011 | 35 years |
| Matthews of Appleton I | Appleton | WI | — |
| 130 |
| 1,834 |
| (41 | ) | 130 |
| 1,793 |
| 1,923 |
| 160 |
| 1,763 |
| 1996 | 2011 | 35 years |
| Matthews of Appleton II | Appleton | WI | — |
| 140 |
| 2,016 |
| (49 | ) | 140 |
| 1,967 |
| 2,107 |
| 175 |
| 1,932 |
| 1997 | 2011 | 35 years |
| Hunters Ridge | Beaver Dam | WI | — |
| 260 |
| 2,380 |
| — |
| 260 |
| 2,380 |
| 2,640 |
| 206 |
| 2,434 |
| 1998 | 2011 | 35 years |
| Harbor House Beloit | Beloit | WI | — |
| 150 |
| 4,356 |
| — |
| 150 |
| 4,356 |
| 4,506 |
| 345 |
| 4,161 |
| 1990 | 2011 | 35 years |
| Harbor House Clinton | Clinton | WI | — |
| 290 |
| 4,390 |
| — |
| 290 |
| 4,390 |
| 4,680 |
| 348 |
| 4,332 |
| 1991 | 2011 | 35 years |
| Creekside | Cudahy | WI | — |
| 760 |
| 1,693 |
| — |
| 760 |
| 1,693 |
| 2,453 |
| 160 |
| 2,293 |
| 2001 | 2011 | 35 years |
| Harmony of Denmark | Denmark | WI | 1,137 |
| 220 |
| 2,228 |
| — |
| 220 |
| 2,228 |
| 2,448 |
| 196 |
| 2,252 |
| 1995 | 2011 | 35 years |
| Harbor House Eau Claire | Eau Claire | WI | — |
| 210 |
| 6,259 |
| — |
| 210 |
| 6,259 |
| 6,469 |
| 484 |
| 5,985 |
| 1996 | 2011 | 35 years |
| Chapel Valley | Fitchburg | WI | — |
| 450 |
| 2,372 |
| — |
| 450 |
| 2,372 |
| 2,822 |
| 208 |
| 2,614 |
| 1998 | 2011 | 35 years |
| Matthews of Milwaukee II | Fox Point | WI | — |
| 1,810 |
| 943 |
| 37 |
| 1,820 |
| 970 |
| 2,790 |
| 111 |
| 2,679 |
| 1999 | 2011 | 35 years |
| Harmony of Brenwood Park | Franklin | WI | 5,939 |
| 1,870 |
| 13,804 |
| — |
| 1,870 |
| 13,804 |
| 15,674 |
| 1,070 |
| 14,604 |
| 2003 | 2011 | 35 years |
| Harmony of Green Bay | Green Bay | WI | 2,961 |
| 640 |
| 5,008 |
| — |
| 640 |
| 5,008 |
| 5,648 |
| 420 |
| 5,228 |
| 1990 | 2011 | 35 years |
| Layton Terrace | Greenfield | WI | 7,523 |
| 3,490 |
| 39,201 |
| — |
| 3,490 |
| 39,201 |
| 42,691 |
| 3,161 |
| 39,530 |
| 1999 | 2011 | 35 years |
| Matthews of Hartland | Hartland | WI | — |
| 640 |
| 1,663 |
| 43 |
| 652 |
| 1,694 |
| 2,346 |
| 166 |
| 2,180 |
| 1985 | 2011 | 35 years |
| Matthews of Horicon | Horicon | WI | — |
| 340 |
| 3,327 |
| (95 | ) | 345 |
| 3,227 |
| 3,572 |
| 303 |
| 3,269 |
| 2002 | 2011 | 35 years |
| Jefferson | Jefferson | WI | — |
| 330 |
| 2,384 |
| — |
| 330 |
| 2,384 |
| 2,714 |
| 207 |
| 2,507 |
| 1997 | 2011 | 35 years |
| Harmony of Kenosha | Kenosha | WI | 3,853 |
| 1,180 |
| 8,717 |
| — |
| 1,180 |
| 8,717 |
| 9,897 |
| 689 |
| 9,208 |
| 1999 | 2011 | 35 years |
| Harbor House Kenosha | Kenosha | WI | — |
| 710 |
| 3,254 |
| — |
| 710 |
| 3,254 |
| 3,964 |
| 269 |
| 3,695 |
| 1996 | 2011 | 35 years |
| Harmony of Madison | Madison | WI | 3,989 |
| 650 |
| 4,279 |
| — |
| 650 |
| 4,279 |
| 4,929 |
| 384 |
| 4,545 |
| 1998 | 2011 | 35 years |
| Harmony of Manitowoc | Manitowoc | WI | 4,681 |
| 450 |
| 10,101 |
| — |
| 450 |
| 10,101 |
| 10,551 |
| 797 |
| 9,754 |
| 1997 | 2011 | 35 years |
| Harbor House Manitowoc | Manitowoc | WI | — |
| 140 |
| 1,520 |
| — |
| 140 |
| 1,520 |
| 1,660 |
| 127 |
| 1,533 |
| 1997 | 2011 | 35 years |
| Harmony of McFarland | McFarland | WI | 3,576 |
| 640 |
| 4,647 |
| — |
| 640 |
| 4,647 |
| 5,287 |
| 401 |
| 4,886 |
| 1998 | 2011 | 35 years |
| Adare II | Menasha | WI | — |
| 110 |
| 537 |
| 20 |
| 110 |
| 557 |
| 667 |
| 59 |
| 608 |
| 1994 | 2011 | 35 years |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | Location | | Initial Cost to Company | | Gross Amount Carried at Close of Period | | | | | | |
| Property Name | City | State / Province | Encumbrances | Land and Improvements | Buildings and Improvements | Costs Capitalized Subsequent to Acquisition | Land and Improvements | Buildings and Improvements | Total | Accumulated Depreciation | NBV | Year of Construction | Year Acquired | Life on Which Depreciation in Income Statement is Computed |
| Adare IV | Menasha | WI | — |
| 110 |
| 537 |
| 5 |
| 110 |
| 542 |
| 652 |
| 57 |
| 595 |
| 1994 | 2011 | 35 years |
| Adare III | Menasha | WI | — |
| 90 |
| 557 |
| 5 |
| 90 |
| 562 |
| 652 |
| 61 |
| 591 |
| 1993 | 2011 | 35 years |
| Adare I | Menasha | WI | — |
| 90 |
| 557 |
| 5 |
| 90 |
| 562 |
| 652 |
| 59 |
| 593 |
| 1993 | 2011 | 35 years |
| Riverview Village | Menomonee Falls | WI | 5,668 |
| 2,170 |
| 11,758 |
| — |
| 2,170 |
| 11,758 |
| 13,928 |
| 922 |
| 13,006 |
| 2003 | 2011 | 35 years |
| The Arboretum | Menomonee Falls | WI | 5,185 |
| 5,640 |
| 49,083 |
| — |
| 5,640 |
| 49,083 |
| 54,723 |
| 4,065 |
| 50,658 |
| 1989 | 2011 | 35 years |
| Matthews of Milwaukee I | Milwaukee | WI | — |
| 1,800 |
| 935 |
| 119 |
| 1,800 |
| 1,054 |
| 2,854 |
| 108 |
| 2,746 |
| 1999 | 2011 | 35 years |
| Laurel Oaks | Milwaukee | WI | — |
| 2,390 |
| 43,587 |
| — |
| 2,390 |
| 43,587 |
| 45,977 |
| 3,444 |
| 42,533 |
| 1988 | 2011 | 35 years |
| Hart Park Square | Milwaukee | WI | 6,600 |
| 1,900 |
| 21,628 |
| — |
| 1,900 |
| 21,628 |
| 23,528 |
| 1,756 |
| 21,772 |
| 2005 | 2011 | 35 years |
| Harbor House Monroe | Monroe | WI | — |
| 490 |
| 4,964 |
| — |
| 490 |
| 4,964 |
| 5,454 |
| 400 |
| 5,054 |
| 1990 | 2011 | 35 years |
| Matthews of Neenah I | Neenah | WI | — |
| 710 |
| 1,157 |
| 62 |
| 713 |
| 1,216 |
| 1,929 |
| 127 |
| 1,802 |
| 2006 | 2011 | 35 years |
| Matthews of Neenah II | Neenah | WI | — |
| 720 |
| 2,339 |
| (50 | ) | 720 |
| 2,289 |
| 3,009 |
| 209 |
| 2,800 |
| 2007 | 2011 | 35 years |
| Matthews of Irish Road | Neenah | WI | — |
| 320 |
| 1,036 |
| 87 |
| 320 |
| 1,123 |
| 1,443 |
| 117 |
| 1,326 |
| 2001 | 2011 | 35 years |
| Matthews of Oak Creek | Oak Creek | WI | — |
| 800 |
| 2,167 |
| (2 | ) | 812 |
| 2,153 |
| 2,965 |
| 191 |
| 2,774 |
| 1997 | 2011 | 35 years |
| Wilkinson Woods of Oconomowoc | Oconomowoc | WI | — |
| 1,100 |
| 12,436 |
| — |
| 1,100 |
| 12,436 |
| 13,536 |
| 996 |
| 12,540 |
| 1992 | 2011 | 35 years |
| Harbor House Oshkosh | Oshkosh | WI | — |
| 190 |
| 949 |
| — |
| 190 |
| 949 |
| 1,139 |
| 104 |
| 1,035 |
| 1993 | 2011 | 35 years |
| Harmony of Racine | Racine | WI | 9,377 |
| 590 |
| 11,726 |
| — |
| 590 |
| 11,726 |
| 12,316 |
| 908 |
| 11,408 |
| 1998 | 2011 | 35 years |
| Harmony of Commons of Racine | Racine | WI | — |
| 630 |
| 11,245 |
| — |
| 630 |
| 11,245 |
| 11,875 |
| 879 |
| 10,996 |
| 2003 | 2011 | 35 years |
| Harmony of Sheboygan | Sheboygan | WI | 8,677 |
| 810 |
| 17,908 |
| — |
| 810 |
| 17,908 |
| 18,718 |
| 1,394 |
| 17,324 |
| 1996 | 2011 | 35 years |
| Harbor House Sheboygan | Sheboygan | WI | — |
| 1,060 |
| 6,208 |
| — |
| 1,060 |
| 6,208 |
| 7,268 |
| 488 |
| 6,780 |
| 1995 | 2011 | 35 years |
| Matthews of St. Francis I | St. Francis | WI | — |
| 1,370 |
| 1,428 |
| (113 | ) | 1,389 |
| 1,296 |
| 2,685 |
| 135 |
| 2,550 |
| 2000 | 2011 | 35 years |
| Matthews of St. Francis II | St. Francis | WI | — |
| 1,370 |
| 1,666 |
| 15 |
| 1,377 |
| 1,674 |
| 3,051 |
| 153 |
| 2,898 |
| 2000 | 2011 | 35 years |
| Howard Village of St. Francis | St. Francis | WI | 5,280 |
| 2,320 |
| 17,232 |
| — |
| 2,320 |
| 17,232 |
| 19,552 |
| 1,431 |
| 18,121 |
| 2001 | 2011 | 35 years |
| Harmony of Stevens Point | Stevens Point | WI | 7,919 |
| 790 |
| 10,081 |
| — |
| 790 |
| 10,081 |
| 10,871 |
| 809 |
| 10,062 |
| 2002 | 2011 | 35 years |
| Harmony Commons of Stevens Point | Stevens Point | WI | — |
| 760 |
| 2,242 |
| — |
| 760 |
| 2,242 |
| 3,002 |
| 239 |
| 2,763 |
| 2005 | 2011 | 35 years |
| Harmony of Stoughton | Stoughton | WI | 1,573 |
| 490 |
| 9,298 |
| — |
| 490 |
| 9,298 |
| 9,788 |
| 734 |
| 9,054 |
| 1997 | 2011 | 35 years |
| Harbor House Stoughton | Stoughton | WI | — |
| 450 |
| 3,191 |
| — |
| 450 |
| 3,191 |
| 3,641 |
| 278 |
| 3,363 |
| 1992 | 2011 | 35 years |
| Harmony of Two Rivers | Two Rivers | WI | 2,526 |
| 330 |
| 3,538 |
| — |
| 330 |
| 3,538 |
| 3,868 |
| 301 |
| 3,567 |
| 1998 | 2011 | 35 years |
| Matthews of Pewaukee | Waukesha | WI | — |
| 1,180 |
| 4,124 |
| 204 |
| 1,197 |
| 4,311 |
| 5,508 |
| 388 |
| 5,120 |
| 2001 | 2011 | 35 years |
| Oak Hill Terrace | Waukesha | WI | 5,105 |
| 2,040 |
| 40,298 |
| — |
| 2,040 |
| 40,298 |
| 42,338 |
| 3,258 |
| 39,080 |
| 1985 | 2011 | 35 years |
| Harmony of Terrace Court | Wausau | WI | 7,047 |
| 430 |
| 5,037 |
| — |
| 430 |
| 5,037 |
| 5,467 |
| 417 |
| 5,050 |
| 1996 | 2011 | 35 years |
| Harmony of Terrace Commons | Wausau | WI | — |
| 740 |
| 6,556 |
| — |
| 740 |
| 6,556 |
| 7,296 |
| 546 |
| 6,750 |
| 2000 | 2011 | 35 years |
| Harbor House Rib Mountain | Wausau | WI | — |
| 350 |
| 3,413 |
| — |
| 350 |
| 3,413 |
| 3,763 |
| 278 |
| 3,485 |
| 1997 | 2011 | 35 years |
| Library Square | West Allis | WI | 5,150 |
| 1,160 |
| 23,714 |
| — |
| 1,160 |
| 23,714 |
| 24,874 |
| 1,920 |
| 22,954 |
| 1996 | 2011 | 35 years |
| Harmony of Wisconsin Rapids | Wisconsin Rapids | WI | 1,053 |
| 520 |
| 4,349 |
| — |
| 520 |
| 4,349 |
| 4,869 |
| 381 |
| 4,488 |
| 2000 | 2011 | 35 years |
| Matthews of Wrightstown | Wrightstown | WI | — |
| 140 |
| 376 |
| 12 |
| 140 |
| 388 |
| 528 |
| 60 |
| 468 |
| 1999 | 2011 | 35 years |
| Outlook Pointe at Teays Valley | Hurricane | WV | — |
| 1,950 |
| 14,489 |
| — |
| 1,950 |
| 14,489 |
| 16,439 |
| 1,139 |
| 15,300 |
| 1999 | 2011 | 35 years |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | Location | | Initial Cost to Company | | Gross Amount Carried at Close of Period | | | | | | |
| Property Name | City | State / Province | Encumbrances | Land and Improvements | Buildings and Improvements | Costs Capitalized Subsequent to Acquisition | Land and Improvements | Buildings and Improvements | Total | Accumulated Depreciation | NBV | Year of Construction | Year Acquired | Life on Which Depreciation in Income Statement is Computed |
| Elmcroft of Martinsburg | Martinsburg | WV | — |
| 248 |
| 8,320 |
| — |
| 248 |
| 8,320 |
| 8,568 |
| 1,704 |
| 6,864 |
| 1999 | 2006 | 35 years |
| Garden Square Assisted Living of Casper | Casper | WY | — |
| 355 |
| 3,197 |
| — |
| 355 |
| 3,197 |
| 3,552 |
| 214 |
| 3,338 |
| 1996 | 2011 | 35 years |
| Whispering Chase | Cheyenne | WY | — |
| 1,800 |
| 20,354 |
| — |
| 1,800 |
| 20,354 |
| 22,154 |
| 171 |
| 21,983 |
| 2008 | 2013 | 35 years |
| TOTAL FOR OTHER SENIORS HOUSING COMMUNITIES | | | 243,339 |
| 420,377 |
| 3,964,503 |
| 38,110 |
| 422,686 |
| 4,000,304 |
| 4,422,990 |
| 376,059 |
| 4,046,931 |
| | | |
| TOTAL FOR SENIORS HOUSING COMMUNITIES | | | 1,716,019 |
| 1,282,138 |
| 12,064,861 |
| 270,406 |
| 1,290,536 |
| 12,326,869 |
| 13,617,405 |
| 1,647,287 |
| 11,970,118 |
| | | |
| PERSONAL CARE FACILITIES | | | |
| |
| |
| |
| |
| |
| |
| |
| |
| | | |
| ResCare Tangram - Hacienda | Kingsbury | TX | — |
| 31 |
| 841 |
| 83 |
| 31 |
| 924 |
| 955 |
| 644 |
| 311 |
| N/A | 1998 | 20 years |
| ResCare Tangram - Texas Hill Country School | Maxwell | TX | — |
| 54 |
| 934 |
| 8 |
| 62 |
| 934 |
| 996 |
| 712 |
| 284 |
| N/A | 1998 | 20 years |
| ResCare Tangram - Chaparral | Maxwell | TX | — |
| 82 |
| 552 |
| 150 |
| 82 |
| 702 |
| 784 |
| 421 |
| 363 |
| N/A | 1998 | 20 years |
| ResCare Tangram - Sierra Verde & Roca Vista | Maxwell | TX | — |
| 20 |
| 910 |
| 56 |
| 20 |
| 966 |
| 986 |
| 696 |
| 290 |
| N/A | 1998 | 20 years |
| ResCare Tangram - 618 W. Hutchinson | San Marcos | TX | — |
| 226 |
| 1,175 |
| (480 | ) | 126 |
| 795 |
| 921 |
| 606 |
| 315 |
| N/A | 1998 | 20 years |
| ResCare Tangram - Ranch | Seguin | TX | — |
| 147 |
| 806 |
| 113 |
| 147 |
| 919 |
| 1,066 |
| 619 |
| 447 |
| N/A | 1998 | 20 years |
| ResCare Tangram - Mesquite | Seguin | TX | — |
| 15 |
| 1,078 |
| 140 |
| 15 |
| 1,218 |
| 1,233 |
| 825 |
| 408 |
| N/A | 1998 | 20 years |
| ResCare Tangram - Loma Linda | Seguin | TX | — |
| 40 |
| 220 |
| — |
| 40 |
| 220 |
| 260 |
| 168 |
| 92 |
| N/A | 1998 | 20 years |
| TOTAL FOR PERSONAL CARE FACILITIES | | | — |
| 615 |
| 6,516 |
| 70 |
| 523 |
| 6,678 |
| 7,201 |
| 4,691 |
| 2,510 |
| | | |
| MEDICAL OFFICE BUILDINGS | | | |
| |
| |
| |
| |
| |
| |
| |
| |
| | | |
| St. Vincent's Medical Center East #46 | Birmingham | AL | — |
| — |
| 25,298 |
| 3,752 |
| — |
| 29,050 |
| 29,050 |
| 3,741 |
| 25,309 |
| 2005 | 2010 | 35 years |
| St. Vincent's Medical Center East #48 | Birmingham | AL | — |
| — |
| 12,698 |
| 201 |
| — |
| 12,899 |
| 12,899 |
| 1,903 |
| 10,996 |
| 1989 | 2010 | 35 years |
| St. Vincent's Medical Center East #52 | Birmingham | AL | — |
| — |
| 7,608 |
| 669 |
| — |
| 8,277 |
| 8,277 |
| 1,439 |
| 6,838 |
| 1985 | 2010 | 35 years |
| Crestwood Medical Pavilion | Huntsville | AL | 4,951 |
| 625 |
| 16,178 |
| 76 |
| 625 |
| 16,254 |
| 16,879 |
| 1,453 |
| 15,426 |
| 1994 | 2011 | 35 years |
| Canyon Springs Medical Plaza | Gilbert | AZ | 15,966 |
| — |
| 27,497 |
| 14 |
| — |
| 27,511 |
| 27,511 |
| 1,947 |
| 25,564 |
| 2007 | 2012 | 35 years |
| Mercy Gilbert Medical Plaza | Gilbert | AZ | 7,805 |
| 720 |
| 11,277 |
| — |
| 720 |
| 11,277 |
| 11,997 |
| 1,210 |
| 10,787 |
| 2007 | 2011 | 35 years |
| Thunderbird Paseo Medical Plaza | Glendale | AZ | 10,144 |
| — |
| 12,904 |
| 244 |
| — |
| 13,148 |
| 13,148 |
| 965 |
| 12,183 |
| 1997 | 2011 | 35 years |
| Thunderbird Paseo Medical Plaza II | Glendale | AZ | 6,651 |
| — |
| 8,100 |
| 38 |
| — |
| 8,138 |
| 8,138 |
| 672 |
| 7,466 |
| 2001 | 2011 | 35 years |
| Cobre Valley Medical Plaza | Globe | AZ | 2,395 |
| — |
| 3,785 |
| 58 |
| — |
| 3,843 |
| 3,843 |
| 270 |
| 3,573 |
| 1998 | 2011 | 35 years |
| Desert Medical Pavilion | Mesa | AZ | — |
| — |
| 32,768 |
| — |
| — |
| 32,768 |
| 32,768 |
| 866 |
| 31,902 |
| 2003 | 2013 | 35 years |
| Desert Samaritan Medical Building I | Mesa | AZ | 7,506 |
| — |
| 11,923 |
| 220 |
| — |
| 12,143 |
| 12,143 |
| 836 |
| 11,307 |
| 1977 | 2011 | 35 years |
| Desert Samaritan Medical Building II | Mesa | AZ | 5,589 |
| — |
| 7,395 |
| 44 |
| — |
| 7,439 |
| 7,439 |
| 593 |
| 6,846 |
| 1980 | 2011 | 35 years |
| Desert Samaritan Medical Building III | Mesa | AZ | 9,596 |
| — |
| 13,665 |
| 173 |
| — |
| 13,838 |
| 13,838 |
| 1,073 |
| 12,765 |
| 1986 | 2011 | 35 years |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Location | | Initial Cost to Company | | Gross Amount Carried at Close of Period | | | | | | |
| Property Name | City | State / Province | Encumbrances | Land and Improvements | Buildings and Improvements | Costs Capitalized Subsequent to Acquisition | Land and Improvements | Buildings and Improvements | Total | Accumulated Depreciation | NBV | Year of Construction | Year Acquired | Life on Which Depreciation in Income Statement is Computed |
| Deer Valley Medical Office Building II | Phoenix | AZ | 13,584 |
| — |
| 22,663 |
| 402 |
| 12 |
| 23,053 |
| 23,065 |
| 1,703 |
| 21,362 |
| 2002 | 2011 | 35 years |
| Deer Valley Medical Office Building III | Phoenix | AZ | 11,198 |
| — |
| 19,521 |
| 3 |
| 12 |
| 19,512 |
| 19,524 |
| 1,433 |
| 18,091 |
| 2009 | 2011 | 35 years |
| Edwards Medical Plaza | Phoenix | AZ | 12,006 |
| — |
| 18,999 |
| 440 |
| — |
| 19,439 |
| 19,439 |
| 1,788 |
| 17,651 |
| 1984 | 2011 | 35 years |
| Papago Medical Park | Phoenix | AZ | — |
| — |
| 12,172 |
| 220 |
| — |
| 12,392 |
| 12,392 |
| 1,154 |
| 11,238 |
| 1989 | 2011 | 35 years |
| Burbank Medical Plaza | Burbank | CA | 12,812 |
| 1,241 |
| 23,322 |
| 135 |
| 1,241 |
| 23,457 |
| 24,698 |
| 2,434 |
| 22,264 |
| 2004 | 2011 | 35 years |
| Burbank Medical Plaza II | Burbank | CA | 29,382 |
| 491 |
| 45,641 |
| 487 |
| 491 |
| 46,128 |
| 46,619 |
| 3,888 |
| 42,731 |
| 2008 | 2011 | 35 years |
| Eden Medical Plaza | Castro Valley | CA | — |
| 258 |
| 2,455 |
| 95 |
| 258 |
| 2,550 |
| 2,808 |
| 427 |
| 2,381 |
| 1998 | 2011 | 25 years |
| PMB Chula Vista | Chula Vista | CA | 15,622 |
| 2,964 |
| 19,393 |
| 169 |
| 2,964 |
| 19,562 |
| 22,526 |
| 1,995 |
| 20,531 |
| 2001 | 2011 | 35 years |
| NorthBay Corporate Headquarters | Fairfield | CA | — |
| — |
| 19,187 |
| — |
| — |
| 19,187 |
| 19,187 |
| 612 |
| 18,575 |
| 2008 | 2012 | 35 years |
| Gateway Medical Plaza | Fairfield | CA | — |
| — |
| 12,872 |
| — |
| — |
| 12,872 |
| 12,872 |
| 410 |
| 12,462 |
| 1986 | 2012 | 35 years |
| Solano NorthBay Health Plaza | Fairfield | CA | — |
| — |
| 8,880 |
| — |
| — |
| 8,880 |
| 8,880 |
| 281 |
| 8,599 |
| 1990 | 2012 | 35 years |
| NorthBay Healthcare MOB | Fairfield | CA | — |
| — |
| 8,507 |
| — |
| — |
| 8,507 |
| 8,507 |
| — |
| 8,507 |
| CIP | 2013 | CIP |
| Verdugo Hills Professional Bldg I | Glendale | CA | — |
| 6,683 |
| 9,589 |
| 14 |
| 6,683 |
| 9,603 |
| 16,286 |
| 1,146 |
| 15,140 |
| 1972 | 2012 | 23 years |
| Verdugo Hills Professional Bldg II | Glendale | CA | — |
| 4,464 |
| 3,731 |
| (10 | ) | 4,464 |
| 3,721 |
| 8,185 |
| 623 |
| 7,562 |
| 1987 | 2012 | 19 years |
| St. Francis Lynwood Medical | Lynwood | CA | — |
| 688 |
| 8,385 |
| 445 |
| 688 |
| 8,830 |
| 9,518 |
| 1,269 |
| 8,249 |
| 1993 | 2011 | 32 years |
| PMB Mission Hills | Mission Hills | CA | — |
| 15,468 |
| 30,116 |
| 4,745 |
| 15,468 |
| 34,861 |
| 50,329 |
| 1,136 |
| 49,193 |
| 2012 | 2012 | 35 years |
| PDP Mission Viejo | Mission Viejo | CA | 45,118 |
| 1,916 |
| 77,022 |
| 140 |
| 1,916 |
| 77,162 |
| 79,078 |
| 6,517 |
| 72,561 |
| 2007 | 2011 | 35 years |
| PDP Orange | Orange | CA | 47,590 |
| 1,752 |
| 61,647 |
| 53 |
| 1,761 |
| 61,691 |
| 63,452 |
| 5,421 |
| 58,031 |
| 2008 | 2011 | 35 years |
| NHP/PMB Pasadena | Pasadena | CA | 60,000 |
| 3,138 |
| 83,412 |
| 7,289 |
| 3,138 |
| 90,701 |
| 93,839 |
| 8,264 |
| 85,575 |
| 2009 | 2011 | 35 years |
| Western University of Health Sciences Medical Pavilion | Pomona | CA | — |
| 91 |
| 31,523 |
| — |
| 91 |
| 31,523 |
| 31,614 |
| 2,518 |
| 29,096 |
| 2009 | 2011 | 35 years |
| Pomerado Outpatient Pavilion | Poway | CA | — |
| 3,233 |
| 71,435 |
| 2,852 |
| 3,233 |
| 74,287 |
| 77,520 |
| 6,596 |
| 70,924 |
| 2007 | 2011 | 35 years |
| NHP SB 399-401 East Highland | San Bernardino | CA | — |
| 789 |
| 11,133 |
| 291 |
| 789 |
| 11,424 |
| 12,213 |
| 1,652 |
| 10,561 |
| 1971 | 2011 | 27 years |
| NHP SB 399-401 East Highland | San Bernardino | CA | — |
| 416 |
| 5,625 |
| 299 |
| 416 |
| 5,924 |
| 6,340 |
| 907 |
| 5,433 |
| 1988 | 2011 | 26 years |
| Sutter Medical Center | San Diego | CA | — |
| — |
| 25,088 |
| 1,371 |
| — |
| 26,459 |
| 26,459 |
| 796 |
| 25,663 |
| 2012 | 2012 | 35 years |
| San Gabriel Valley Medical | San Gabriel | CA | 9,091 |
| 914 |
| 5,510 |
| 160 |
| 914 |
| 5,670 |
| 6,584 |
| 816 |
| 5,768 |
| 2004 | 2011 | 35 years |
| Santa Clarita Valley Medical | Santa Clarita | CA | 22,263 |
| 9,708 |
| 20,020 |
| 81 |
| 9,726 |
| 20,083 |
| 29,809 |
| 1,921 |
| 27,888 |
| 2005 | 2011 | 35 years |
| Kenneth E Watts Medical Plaza | Torrance | CA | — |
| 262 |
| 6,945 |
| 535 |
| 276 |
| 7,466 |
| 7,742 |
| 1,084 |
| 6,658 |
| 1989 | 2011 | 23 years |
| Vaca Valley Health Plaza | Vacaville | CA | — |
| — |
| 9,634 |
| — |
| — |
| 9,634 |
| 9,634 |
| 305 |
| 9,329 |
| 1988 | 2012 | 35 years |
| Potomac Medical Plaza | Aurora | CO | — |
| 2,401 |
| 9,118 |
| 2,061 |
| 2,464 |
| 11,116 |
| 13,580 |
| 3,813 |
| 9,767 |
| 1986 | 2007 | 35 years |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Location | | Initial Cost to Company | | Gross Amount Carried at Close of Period | | | | | | |
| Property Name | City | State / Province | Encumbrances | Land and Improvements | Buildings and Improvements | Costs Capitalized Subsequent to Acquisition | Land and Improvements | Buildings and Improvements | Total | Accumulated Depreciation | NBV | Year of Construction | Year Acquired | Life on Which Depreciation in Income Statement is Computed |
| Briargate Medical Campus | Colorado Springs | CO | — |
| 1,238 |
| 12,301 |
| 263 |
| 1,244 |
| 12,558 |
| 13,802 |
| 3,165 |
| 10,637 |
| 2002 | 2007 | 35 years |
| Printers Park Medical Plaza | Colorado Springs | CO | — |
| 2,641 |
| 47,507 |
| 829 |
| 2,641 |
| 48,336 |
| 50,977 |
| 11,712 |
| 39,265 |
| 1999 | 2007 | 35 years |
| Green Valley Ranch MOB | Denver | CO | 6,072 |
| — |
| 12,139 |
| 143 |
| 235 |
| 12,047 |
| 12,282 |
| 361 |
| 11,921 |
| 2007 | 2012 | 35 years |
| Community Physicians Pavilion | Lafayette | CO | — |
| — |
| 10,436 |
| 947 |
| — |
| 11,383 |
| 11,383 |
| 1,566 |
| 9,817 |
| 2004 | 2010 | 35 years |
| Exempla Good Samaritan Medical Center | Lafayette | CO | — |
| — |
| 4,393 |
| — |
| — |
| 4,393 |
| 4,393 |
| 10 |
| 4,383 |
| 2013 | 2013 | 35 years |
| Avista Two Medical Plaza | Louisville | CO | — |
| — |
| 17,330 |
| 1,335 |
| — |
| 18,665 |
| 18,665 |
| 3,340 |
| 15,325 |
| 2003 | 2009 | 35 years |
| The Sierra Medical Building | Parker | CO | 491 |
| 1,444 |
| 14,059 |
| 2,641 |
| 1,444 |
| 16,700 |
| 18,144 |
| 3,305 |
| 14,839 |
| 2009 | 2009 | 35 years |
| Crown Point Healthcare Plaza | Parker | CO | — |
| 852 |
| 5,210 |
| — |
| 852 |
| 5,210 |
| 6,062 |
| 95 |
| 5,967 |
| 2008 | 2013 | 35 years |
| Lutheran Medical Office Building II | Wheat Ridge | CO | — |
| — |
| 2,655 |
| 691 |
| — |
| 3,346 |
| 3,346 |
| 586 |
| 2,760 |
| 1976 | 2010 | 35 years |
| Lutheran Medical Office Building IV | Wheat Ridge | CO | — |
| — |
| 7,266 |
| 648 |
| — |
| 7,914 |
| 7,914 |
| 1,106 |
| 6,808 |
| 1991 | 2010 | 35 years |
| Lutheran Medical Office Building III | Wheat Ridge | CO | — |
| — |
| 11,947 |
| 10 |
| — |
| 11,957 |
| 11,957 |
| 1,729 |
| 10,228 |
| 2004 | 2010 | 35 years |
| DePaul Professional Office Building | Washington | DC | — |
| — |
| 6,424 |
| 1,359 |
| — |
| 7,783 |
| 7,783 |
| 1,733 |
| 6,050 |
| 1987 | 2010 | 35 years |
| Providence Medical Office Building | Washington | DC | — |
| — |
| 2,473 |
| 521 |
| — |
| 2,994 |
| 2,994 |
| 710 |
| 2,284 |
| 1975 | 2010 | 35 years |
| RTS Arcadia | Arcadia | FL | — |
| 345 |
| 2,884 |
| — |
| 345 |
| 2,884 |
| 3,229 |
| 296 |
| 2,933 |
| 1993 | 2011 | 30 years |
| RTS Cape Coral | Cape Coral | FL | — |
| 368 |
| 5,448 |
| — |
| 368 |
| 5,448 |
| 5,816 |
| 473 |
| 5,343 |
| 1984 | 2011 | 34 years |
| RTS Englewood | Englewood | FL | — |
| 1,071 |
| 3,516 |
| — |
| 1,071 |
| 3,516 |
| 4,587 |
| 327 |
| 4,260 |
| 1992 | 2011 | 35 years |
| RTS Ft. Myers | Fort Myers | FL | — |
| 1,153 |
| 4,127 |
| — |
| 1,153 |
| 4,127 |
| 5,280 |
| 429 |
| 4,851 |
| 1989 | 2011 | 31 years |
| RTS Key West | Key West | FL | — |
| 486 |
| 4,380 |
| — |
| 486 |
| 4,380 |
| 4,866 |
| 338 |
| 4,528 |
| 1987 | 2011 | 35 years |
| JFK Medical Plaza | Lake Worth | FL | — |
| 453 |
| 1,711 |
| 139 |
| 453 |
| 1,850 |
| 2,303 |
| 562 |
| 1,741 |
| 1999 | 2004 | 35 years |
| Palms West Building 6 | Loxahatchee | FL | — |
| 965 |
| 2,678 |
| 45 |
| 965 |
| 2,723 |
| 3,688 |
| 741 |
| 2,947 |
| 2000 | 2004 | 35 years |
| Regency Medical Office Park Phase II | Melbourne | FL | — |
| 770 |
| 3,809 |
| 277 |
| 781 |
| 4,075 |
| 4,856 |
| 1,114 |
| 3,742 |
| 1998 | 2004 | 35 years |
| Regency Medical Office Park Phase I | Melbourne | FL | — |
| 590 |
| 3,156 |
| 250 |
| 616 |
| 3,380 |
| 3,996 |
| 908 |
| 3,088 |
| 1995 | 2004 | 35 years |
| Aventura Heart & Health | Miami | FL | 16,257 |
| — |
| 25,361 |
| 2,961 |
| — |
| 28,322 |
| 28,322 |
| 7,600 |
| 20,722 |
| 2006 | 2007 | 35 years |
| RTS Naples | Naples | FL | — |
| 1,152 |
| 3,726 |
| — |
| 1,152 |
| 3,726 |
| 4,878 |
| 327 |
| 4,551 |
| 1999 | 2011 | 35 years |
| Woodlands Center for Specialized Med | Pensacola | FL | 15,661 |
| 2,518 |
| 24,006 |
| 29 |
| 2,518 |
| 24,035 |
| 26,553 |
| 1,627 |
| 24,926 |
| 2009 | 2012 | 35 years |
| RTS Pt. Charlotte | Pt Charlotte | FL | — |
| 966 |
| 4,581 |
| — |
| 966 |
| 4,581 |
| 5,547 |
| 422 |
| 5,125 |
| 1985 | 2011 | 34 years |
| RTS Sarasota | Sarasota | FL | — |
| 1,914 |
| 3,889 |
| — |
| 1,914 |
| 3,889 |
| 5,803 |
| 378 |
| 5,425 |
| 1996 | 2011 | 35 years |
| University Medical Office Building | Tamarac | FL | — |
| — |
| 6,690 |
| 132 |
| — |
| 6,822 |
| 6,822 |
| 1,724 |
| 5,098 |
| 2006 | 2007 | 35 years |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Location | | Initial Cost to Company | | Gross Amount Carried at Close of Period | | | | | | |
| Property Name | City | State / Province | Encumbrances | Land and Improvements | Buildings and Improvements | Costs Capitalized Subsequent to Acquisition | Land and Improvements | Buildings and Improvements | Total | Accumulated Depreciation | NBV | Year of Construction | Year Acquired | Life on Which Depreciation in Income Statement is Computed |
| UMC Tamarac | Tamarac | FL | — |
| 2,039 |
| 2,936 |
| (3,179 | ) | 1,385 |
| 411 |
| 1,796 |
| 140 |
| 1,656 |
| 1980 | 2011 | 22 years |
| RTS Venice | Venice | FL | — |
| 1,536 |
| 4,104 |
| — |
| 1,536 |
| 4,104 |
| 5,640 |
| 384 |
| 5,256 |
| 1997 | 2011 | 35 years |
| Augusta Medical Plaza | Augusta | GA | — |
| 594 |
| 4,847 |
| 312 |
| 594 |
| 5,159 |
| 5,753 |
| 824 |
| 4,929 |
| 1972 | 2011 | 25 years |
| Augusta Professional Building | Augusta | GA | — |
| 687 |
| 6,057 |
| 349 |
| 687 |
| 6,406 |
| 7,093 |
| 1,063 |
| 6,030 |
| 1983 | 2011 | 27 years |
| Augusta POB I | Augusta | GA | — |
| 233 |
| 7,894 |
| 309 |
| 233 |
| 8,203 |
| 8,436 |
| 1,400 |
| 7,036 |
| 1978 | 2012 | 14 years |
| Augusta POB II | Augusta | GA | — |
| 735 |
| 13,717 |
| 102 |
| 735 |
| 13,819 |
| 14,554 |
| 1,774 |
| 12,780 |
| 1987 | 2012 | 23 years |
| Augusta POB III | Augusta | GA | — |
| 535 |
| 3,857 |
| (2 | ) | 535 |
| 3,855 |
| 4,390 |
| 596 |
| 3,794 |
| 1994 | 2012 | 22 years |
| Augusta POB IV | Augusta | GA | — |
| 675 |
| 2,182 |
| 686 |
| 675 |
| 2,868 |
| 3,543 |
| 329 |
| 3,214 |
| 1995 | 2012 | 23 years |
| Cobb Physicians Center | Austell | GA | 8,499 |
| 1,145 |
| 16,805 |
| 308 |
| 1,145 |
| 17,113 |
| 18,258 |
| 2,122 |
| 16,136 |
| 1992 | 2011 | 35 years |
| Summit Professional Plaza I | Brunswick | GA | 5,096 |
| 1,821 |
| 2,974 |
| (4 | ) | 1,821 |
| 2,970 |
| 4,791 |
| 439 |
| 4,352 |
| 2004 | 2012 | 31 years |
| Summit Professional Plaza II | Brunswick | GA | 10,829 |
| 981 |
| 13,818 |
| (4 | ) | 981 |
| 13,814 |
| 14,795 |
| 966 |
| 13,829 |
| 1998 | 2012 | 35 years |
| Columbia Medical Plaza | Evans | GA | — |
| 268 |
| 1,497 |
| 121 |
| 268 |
| 1,618 |
| 1,886 |
| 351 |
| 1,535 |
| 1940 | 2011 | 23 years |
| Parkway Physicians Center | Ringgold | GA | 5,996 |
| 476 |
| 10,017 |
| 149 |
| 476 |
| 10,166 |
| 10,642 |
| 1,144 |
| 9,498 |
| 2004 | 2011 | 35 years |
| Eastside Physicians Center | Snellville | GA | — |
| 1,289 |
| 25,019 |
| 1,177 |
| 1,289 |
| 26,196 |
| 27,485 |
| 5,214 |
| 22,271 |
| 1994 | 2008 | 35 years |
| Eastside Physicians Plaza | Snellville | GA | 6,697 |
| 294 |
| 12,948 |
| (56 | ) | 294 |
| 12,892 |
| 13,186 |
| 2,366 |
| 10,820 |
| 2003 | 2008 | 35 years |
| Good Shepherd Physician Office Building I | Barrington | IL | — |
| 152 |
| 3,224 |
| — |
| 152 |
| 3,224 |
| 3,376 |
| 47 |
| 3,329 |
| 1979 | 2013 | 35 years |
| Good Shepherd Physician Office Building II | Barrington | IL | — |
| 512 |
| 12,977 |
| — |
| 512 |
| 12,977 |
| 13,489 |
| 190 |
| 13,299 |
| 1996 | 2013 | 35 years |
| Buffalo Grove Acute Care | Buffalo Grove | IL | — |
| 1,826 |
| 930 |
| (766 | ) | 1,441 |
| 549 |
| 1,990 |
| 207 |
| 1,783 |
| 1992 | 2011 | 26 years |
| Trinity Hospital Physician Office Building | Chicago | IL | — |
| 139 |
| 3,329 |
| — |
| 139 |
| 3,329 |
| 3,468 |
| 57 |
| 3,411 |
| 1971 | 2013 | 35 years |
| Physicians Plaza East | Decatur | IL | — |
| — |
| 791 |
| 603 |
| — |
| 1,394 |
| 1,394 |
| 382 |
| 1,012 |
| 1976 | 2010 | 35 years |
| Physicians Plaza West | Decatur | IL | — |
| — |
| 1,943 |
| 132 |
| — |
| 2,075 |
| 2,075 |
| 535 |
| 1,540 |
| 1987 | 2010 | 35 years |
| Physicians and Dental Building | Decatur | IL | — |
| — |
| 676 |
| 1 |
| — |
| 677 |
| 677 |
| 221 |
| 456 |
| 1972 | 2010 | 35 years |
| Monroe Medical Center | Decatur | IL | — |
| — |
| 93 |
| 8 |
| — |
| 101 |
| 101 |
| 29 |
| 72 |
| 1971 | 2010 | 35 years |
| Kenwood Medical Center | Decatur | IL | — |
| — |
| 3,900 |
| 30 |
| — |
| 3,930 |
| 3,930 |
| 1,017 |
| 2,913 |
| 1996 | 2010 | 35 years |
| 304 W Hay Building | Decatur | IL | — |
| — |
| 8,702 |
| 42 |
| — |
| 8,744 |
| 8,744 |
| 1,444 |
| 7,300 |
| 2002 | 2010 | 35 years |
| 302 W Hay Building | Decatur | IL | — |
| — |
| 3,467 |
| 122 |
| — |
| 3,589 |
| 3,589 |
| 813 |
| 2,776 |
| 1993 | 2010 | 35 years |
| ENTA | Decatur | IL | — |
| — |
| 1,150 |
| — |
| — |
| 1,150 |
| 1,150 |
| 194 |
| 956 |
| 1996 | 2010 | 35 years |
| 301 W Hay Building | Decatur | IL | — |
| — |
| 640 |
| — |
| — |
| 640 |
| 640 |
| 149 |
| 491 |
| 1980 | 2010 | 35 years |
| South Shore Medical Building | Decatur | IL | — |
| 902 |
| 129 |
| — |
| 902 |
| 129 |
| 1,031 |
| 92 |
| 939 |
| 1991 | 2010 | 35 years |
| SIU Family Practice | Decatur | IL | — |
| — |
| 1,689 |
| 19 |
| — |
| 1,708 |
| 1,708 |
| 360 |
| 1,348 |
| 1997 | 2010 | 35 years |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Location | | Initial Cost to Company | | Gross Amount Carried at Close of Period | | | | | | |
| Property Name | City | State / Province | Encumbrances | Land and Improvements | Buildings and Improvements | Costs Capitalized Subsequent to Acquisition | Land and Improvements | Buildings and Improvements | Total | Accumulated Depreciation | NBV | Year of Construction | Year Acquired | Life on Which Depreciation in Income Statement is Computed |
| Corporate Health Services | Decatur | IL | — |
| 934 |
| 1,386 |
| — |
| 934 |
| 1,386 |
| 2,320 |
| 287 |
| 2,033 |
| 1996 | 2010 | 35 years |
| Rock Springs Medical | Decatur | IL | — |
| 399 |
| 495 |
| — |
| 399 |
| 495 |
| 894 |
| 109 |
| 785 |
| 1990 | 2010 | 35 years |
| 575 W Hay Building | Decatur | IL | — |
| 111 |
| 739 |
| — |
| 111 |
| 739 |
| 850 |
| 137 |
| 713 |
| 1984 | 2010 | 35 years |
| Good Samaritan Physician Office Building I | Downers Grove | IL | — |
| 407 |
| 10,337 |
| — |
| 407 |
| 10,337 |
| 10,744 |
| 150 |
| 10,594 |
| 1976 | 2013 | 35 years |
| Good Samaritan Physician Office Building II | Downers Grove | IL | — |
| 1,013 |
| 25,370 |
| — |
| 1,013 |
| 25,370 |
| 26,383 |
| 370 |
| 26,013 |
| 1995 | 2013 | 35 years |
| Eberle Medical Office Building ("Eberle MOB") | Elk Grove Village | IL | — |
| — |
| 16,315 |
| 63 |
| — |
| 16,378 |
| 16,378 |
| 3,888 |
| 12,490 |
| 2005 | 2009 | 35 years |
| Grayslake MOB | Grayslake | IL | — |
| 2,740 |
| 2,002 |
| 99 |
| 2,769 |
| 2,072 |
| 4,841 |
| 528 |
| 4,313 |
| 1996 | 2011 | 25 years |
| 1425 Hunt Club Road MOB | Gurnee | IL | — |
| 249 |
| 1,452 |
| 52 |
| 249 |
| 1,504 |
| 1,753 |
| 243 |
| 1,510 |
| 2005 | 2011 | 34 years |
| 1445 Hunt Club Drive | Gurnee | IL | — |
| 216 |
| 1,405 |
| 270 |
| 216 |
| 1,675 |
| 1,891 |
| 359 |
| 1,532 |
| 2002 | 2011 | 31 years |
| Gurnee Imaging Center | Gurnee | IL | — |
| 82 |
| 2,731 |
| — |
| 82 |
| 2,731 |
| 2,813 |
| 252 |
| 2,561 |
| 2002 | 2011 | 35 years |
| Gurnee Center Club | Gurnee | IL | — |
| 627 |
| 17,851 |
| — |
| 627 |
| 17,851 |
| 18,478 |
| 1,730 |
| 16,748 |
| 2001 | 2011 | 35 years |
| Gurnee Acute Care | Gurnee | IL | — |
| 166 |
| 1,115 |
| (1,018 | ) | 88 |
| 175 |
| 263 |
| 115 |
| 148 |
| 1996 | 2011 | 30 years |
| South Suburban Hospital Physician Office Building | Hazel Crest | IL | — |
| 191 |
| 4,370 |
| — |
| 191 |
| 4,370 |
| 4,561 |
| 75 |
| 4,486 |
| 1989 | 2013 | 35 years |
| Doctors Office Building III ("DOB III") | Hoffman Estates | IL | — |
| — |
| 24,550 |
| 66 |
| — |
| 24,616 |
| 24,616 |
| 5,113 |
| 19,503 |
| 2005 | 2009 | 35 years |
| 755 Milwaukee MOB | Libertyville | IL | — |
| 421 |
| 3,716 |
| 812 |
| 479 |
| 4,470 |
| 4,949 |
| 982 |
| 3,967 |
| 1990 | 2011 | 18 years |
| 890 Professional MOB | Libertyville | IL | — |
| 214 |
| 2,630 |
| 66 |
| 214 |
| 2,696 |
| 2,910 |
| 414 |
| 2,496 |
| 1980 | 2011 | 26 years |
| Libertyville Center Club | Libertyville | IL | — |
| 1,020 |
| 17,176 |
| — |
| 1,020 |
| 17,176 |
| 18,196 |
| 1,710 |
| 16,486 |
| 1988 | 2011 | 35 years |
| Christ Medical Center Physician Office Building | Oak Lawn | IL | — |
| 658 |
| 16,421 |
| — |
| 658 |
| 16,421 |
| 17,079 |
| 241 |
| 16,838 |
| 1986 | 2013 | 35 years |
| Round Lake ACC | Round Lake | IL | — |
| 758 |
| 370 |
| 58 |
| 785 |
| 401 |
| 1,186 |
| 205 |
| 981 |
| 1984 | 2011 | 13 years |
| Vernon Hills Acute Care Center | Vernon Hills | IL | — |
| 3,376 |
| 694 |
| 116 |
| 3,376 |
| 810 |
| 4,186 |
| 266 |
| 3,920 |
| 1986 | 2011 | 15 years |
| Wilbur S. Roby Building | Anderson | IN | — |
| — |
| 2,653 |
| 363 |
| — |
| 3,016 |
| 3,016 |
| 615 |
| 2,401 |
| 1992 | 2010 | 35 years |
| Ambulatory Services Building | Anderson | IN | — |
| — |
| 4,266 |
| 964 |
| — |
| 5,230 |
| 5,230 |
| 1,081 |
| 4,149 |
| 1995 | 2010 | 35 years |
| St. John's Medical Arts Building | Anderson | IN | — |
| — |
| 2,281 |
| 275 |
| — |
| 2,556 |
| 2,556 |
| 562 |
| 1,994 |
| 1973 | 2010 | 35 years |
| Carmel I | Carmel | IN | — |
| 466 |
| 5,954 |
| 33 |
| 466 |
| 5,987 |
| 6,453 |
| 489 |
| 5,964 |
| 1985 | 2012 | 30 years |
| Carmel II | Carmel | IN | — |
| 455 |
| 5,976 |
| 29 |
| 455 |
| 6,005 |
| 6,460 |
| 452 |
| 6,008 |
| 1989 | 2012 | 33 years |
| Carmel III | Carmel | IN | — |
| 422 |
| 6,194 |
| 46 |
| 422 |
| 6,240 |
| 6,662 |
| 433 |
| 6,229 |
| 2001 | 2012 | 35 years |
| Elkhart | Elkhart | IN | 1,230 |
| 1,256 |
| 1,973 |
| — |
| 1,256 |
| 1,973 |
| 3,229 |
| 427 |
| 2,802 |
| 1994 | 2011 | 32 years |
| Harcourt Professional Office Building | Indianapolis | IN | — |
| 519 |
| 28,951 |
| 483 |
| 519 |
| 29,434 |
| 29,953 |
| 2,166 |
| 27,787 |
| 1973 | 2012 | 28 years |
| Cardiac Professional Office Building | Indianapolis | IN | — |
| 498 |
| 27,430 |
| 230 |
| 498 |
| 27,660 |
| 28,158 |
| 1,717 |
| 26,441 |
| 1995 | 2012 | 35 years |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Location | | Initial Cost to Company | | Gross Amount Carried at Close of Period | | | | | | |
| Property Name | City | State / Province | Encumbrances | Land and Improvements | Buildings and Improvements | Costs Capitalized Subsequent to Acquisition | Land and Improvements | Buildings and Improvements | Total | Accumulated Depreciation | NBV | Year of Construction | Year Acquired | Life on Which Depreciation in Income Statement is Computed |
| Oncology Medical Office Building | Indianapolis | IN | — |
| 470 |
| 5,703 |
| 102 |
| 470 |
| 5,805 |
| 6,275 |
| 422 |
| 5,853 |
| 2003 | 2012 | 35 years |
| St. Francis South Medical Office Building | Indianapolis | IN | — |
| — |
| 20,649 |
| — |
| — |
| 20,649 |
| 20,649 |
| 597 |
| 20,052 |
| 1995 | 2013 | 35 years |
| Methodist Professional Center I | Indianapolis | IN | — |
| 61 |
| 37,411 |
| 1,742 |
| 61 |
| 39,153 |
| 39,214 |
| 3,237 |
| 35,977 |
| 1985 | 2012 | 25 years |
| LaPorte | La Porte | IN | 764 |
| 553 |
| 1,309 |
| — |
| 553 |
| 1,309 |
| 1,862 |
| 184 |
| 1,678 |
| 1997 | 2011 | 34 years |
| Mishawaka | Mishawaka | IN | 3,522 |
| 3,787 |
| 5,543 |
| — |
| 3,787 |
| 5,543 |
| 9,330 |
| 1,247 |
| 8,083 |
| 1993 | 2011 | 35 years |
| South Bend | South Bend | IN | 1,450 |
| 792 |
| 2,530 |
| — |
| 792 |
| 2,530 |
| 3,322 |
| 295 |
| 3,027 |
| 1996 | 2011 | 34 years |
| OLBH Same Day Surgery Center MOB | Ashland | KY | — |
| 101 |
| 19,066 |
| 57 |
| 101 |
| 19,123 |
| 19,224 |
| 1,524 |
| 17,700 |
| 1997 | 2012 | 26 years |
| St. Elizabeth Covington | Covington | KY | — |
| 345 |
| 12,790 |
| (16 | ) | 345 |
| 12,774 |
| 13,119 |
| 842 |
| 12,277 |
| 2009 | 2012 | 35 years |
| St. Elizabeth Florence MOB | Florence | KY | — |
| 402 |
| 8,279 |
| 78 |
| 402 |
| 8,357 |
| 8,759 |
| 733 |
| 8,026 |
| 2005 | 2012 | 35 years |
| Jefferson Clinic | Louisville | KY | — |
| — |
| 673 |
| — |
| — |
| 673 |
| 673 |
| — |
| 673 |
| CIP | 2013 | CIP |
| Lakeview MOB | Covington | LA | — |
| 1,838 |
| 5,508 |
| (2,307 | ) | 1,276 |
| 3,763 |
| 5,039 |
| 1,573 |
| 3,466 |
| 1994 | 2011 | 28 years |
| Medical Arts Courtyard | Lafayette | LA | — |
| 388 |
| 1,893 |
| 280 |
| 388 |
| 2,173 |
| 2,561 |
| 473 |
| 2,088 |
| 1984 | 2011 | 18 years |
| SW Louisiana POB | Lafayette | LA | — |
| 867 |
| 5,010 |
| 537 |
| 884 |
| 5,530 |
| 6,414 |
| 1,063 |
| 5,351 |
| 1984 | 2011 | 18 years |
| Lakeview Surgery Center | Mandeville | LA | — |
| 753 |
| 956 |
| (1,134 | ) | 570 |
| 5 |
| 575 |
| 1 |
| 574 |
| 1987 | 2011 | 16 years |
| East Jefferson Medical Plaza | Metairie | LA | — |
| 168 |
| 17,264 |
| 41 |
| 168 |
| 17,305 |
| 17,473 |
| 1,825 |
| 15,648 |
| 1996 | 2012 | 32 years |
| East Jefferson MOB | Metairie | LA | 7,943 |
| 107 |
| 15,137 |
| 50 |
| 107 |
| 15,187 |
| 15,294 |
| 1,634 |
| 13,660 |
| 1985 | 2012 | 28 years |
| Lakeside POB I | Metairie | LA | — |
| 3,334 |
| 4,974 |
| 939 |
| 3,334 |
| 5,913 |
| 9,247 |
| 1,061 |
| 8,186 |
| 1986 | 2011 | 22 years |
| Lakeside POB II | Metairie | LA | — |
| 1,046 |
| 802 |
| 289 |
| 1,046 |
| 1,091 |
| 2,137 |
| 358 |
| 1,779 |
| 1980 | 2011 | 7 years |
| RTS Berlin | Berlin | MD | — |
| — |
| 2,216 |
| — |
| — |
| 2,216 |
| 2,216 |
| 210 |
| 2,006 |
| 1994 | 2011 | 29 years |
| Charles O. Fisher Medical Building | Westminster | MD | 11,494 |
| — |
| 13,795 |
| 780 |
| — |
| 14,575 |
| 14,575 |
| 3,118 |
| 11,457 |
| 2009 | 2009 | 35 years |
| Medical Specialties Building | Kalamazoo | MI | — |
| — |
| 19,242 |
| 661 |
| — |
| 19,903 |
| 19,903 |
| 2,908 |
| 16,995 |
| 1989 | 2010 | 35 years |
| North Professional Building | Kalamazoo | MI | — |
| — |
| 7,228 |
| 478 |
| — |
| 7,706 |
| 7,706 |
| 1,116 |
| 6,590 |
| 1983 | 2010 | 35 years |
| Borgess Navigation Center | Kalamazoo | MI | — |
| — |
| 2,391 |
| — |
| — |
| 2,391 |
| 2,391 |
| 399 |
| 1,992 |
| 1976 | 2010 | 35 years |
| Borgess Visiting Nurses | Kalamazoo | MI | — |
| 90 |
| 2,328 |
| 107 |
| 90 |
| 2,435 |
| 2,525 |
| 350 |
| 2,175 |
| 1900 | 2010 | 35 years |
| Borgess Health & Fitness Center | Kalamazoo | MI | — |
| — |
| 11,959 |
| 170 |
| — |
| 12,129 |
| 12,129 |
| 1,992 |
| 10,137 |
| 1984 | 2010 | 35 years |
| Heart Center Building | Kalamazoo | MI | — |
| — |
| 8,420 |
| 281 |
| — |
| 8,701 |
| 8,701 |
| 1,379 |
| 7,322 |
| 1980 | 2010 | 35 years |
| Medical Commons Building | Kalamazoo Township | MI | — |
| — |
| 661 |
| 6 |
| — |
| 667 |
| 667 |
| 109 |
| 558 |
| 1979 | 2010 | 35 years |
| RTS Madison Heights | Madison Heights | MI | — |
| 401 |
| 2,946 |
| — |
| 401 |
| 2,946 |
| 3,347 |
| 268 |
| 3,079 |
| 2002 | 2011 | 35 years |
| RTS Monroe | Monroe | MI | — |
| 281 |
| 3,450 |
| — |
| 281 |
| 3,450 |
| 3,731 |
| 353 |
| 3,378 |
| 1997 | 2011 | 31 years |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Location | | Initial Cost to Company | | Gross Amount Carried at Close of Period | | | | | | |
| Property Name | City | State / Province | Encumbrances | Land and Improvements | Buildings and Improvements | Costs Capitalized Subsequent to Acquisition | Land and Improvements | Buildings and Improvements | Total | Accumulated Depreciation | NBV | Year of Construction | Year Acquired | Life on Which Depreciation in Income Statement is Computed |
| Pro Med Center Plainwell | Plainwell | MI | — |
| — |
| 697 |
| — |
| — |
| 697 |
| 697 |
| 130 |
| 567 |
| 1991 | 2010 | 35 years |
| Pro Med Center Richland | Richland | MI | — |
| 233 |
| 2,267 |
| 30 |
| 233 |
| 2,297 |
| 2,530 |
| 383 |
| 2,147 |
| 1996 | 2010 | 35 years |
| Cogdell Duluth MOB | Duluth | MN | — |
| — |
| 33,406 |
| (19 | ) | — |
| 33,387 |
| 33,387 |
| 1,346 |
| 32,041 |
| 2012 | 2012 | 35 years |
| HealthPartners Medical & Dental Clinics | Sartell | MN | — |
| 2,492 |
| 15,694 |
| 35 |
| 2,492 |
| 15,729 |
| 18,221 |
| 1,172 |
| 17,049 |
| 2010 | 2012 | 35 years |
| Arnold Urgent Care | Arnold | MO | — |
| 1,058 |
| 556 |
| 40 |
| 1,058 |
| 596 |
| 1,654 |
| 199 |
| 1,455 |
| 1999 | 2011 | 35 years |
| DePaul Health Center North | Bridgeton | MO | 6,456 |
| 996 |
| 10,045 |
| 70 |
| 996 |
| 10,115 |
| 11,111 |
| 1,056 |
| 10,055 |
| 1976 | 2012 | 21 years |
| DePaul Health Center South | Bridgeton | MO | 6,664 |
| 910 |
| 12,169 |
| 206 |
| 910 |
| 12,375 |
| 13,285 |
| 961 |
| 12,324 |
| 1992 | 2012 | 30 years |
| St. Mary's Health Center MOB D | Clayton | MO | 2,497 |
| 103 |
| 2,780 |
| 306 |
| 103 |
| 3,086 |
| 3,189 |
| 291 |
| 2,898 |
| 1984 | 2012 | 22 years |
| Fenton Urgent Care Center | Fenton | MO | — |
| 183 |
| 2,714 |
| (4 | ) | 183 |
| 2,710 |
| 2,893 |
| 399 |
| 2,494 |
| 2003 | 2011 | 35 years |
| Broadway Medical Office Building | Kansas City | MO | 6,088 |
| 1,300 |
| 12,602 |
| 1,812 |
| 1,336 |
| 14,378 |
| 15,714 |
| 4,879 |
| 10,835 |
| 1976 | 2007 | 35 years |
| St. Joseph Medical Building | Kansas City | MO | — |
| 305 |
| 7,445 |
| 2,068 |
| 305 |
| 9,513 |
| 9,818 |
| 378 |
| 9,440 |
| 1988 | 2012 | 32 years |
| St. Joseph Medical Mall | Kansas City | MO | — |
| 530 |
| 9,115 |
| 178 |
| 530 |
| 9,293 |
| 9,823 |
| 640 |
| 9,183 |
| 1995 | 2012 | 33 years |
| Carondelet Medical Building | Kansas City | MO | — |
| 745 |
| 12,437 |
| 39 |
| 745 |
| 12,476 |
| 13,221 |
| 939 |
| 12,282 |
| 1979 | 2012 | 29 years |
| St. Joseph Hospital West Medical Office Building II | Lake Saint Louis | MO | 3,129 |
| 524 |
| 3,229 |
| 95 |
| 524 |
| 3,324 |
| 3,848 |
| 257 |
| 3,591 |
| 2005 | 2012 | 35 years |
| St. Joseph O'Fallon Medical Office Building | O'Fallon | MO | 760 |
| 940 |
| 5,556 |
| 9 |
| 940 |
| 5,565 |
| 6,505 |
| 346 |
| 6,159 |
| 1992 | 2012 | 35 years |
| St. Joseph Health Center Medical Building 1 | St. Charles | MO | 3,494 |
| 503 |
| 4,336 |
| 171 |
| 503 |
| 4,507 |
| 5,010 |
| 471 |
| 4,539 |
| 1987 | 2012 | 20 years |
| St. Joseph Health Center Medical Building 2 | St. Charles | MO | 2,529 |
| 369 |
| 2,963 |
| 10 |
| 369 |
| 2,973 |
| 3,342 |
| 269 |
| 3,073 |
| 1999 | 2012 | 32 years |
| Physicians Office Center | St. Louis | MO | — |
| 1,445 |
| 13,825 |
| 84 |
| 1,445 |
| 13,909 |
| 15,354 |
| 2,002 |
| 13,352 |
| 2003 | 2011 | 35 years |
| 12700 Southford Road Medical Plaza | St. Louis | MO | — |
| 595 |
| 12,584 |
| 913 |
| 595 |
| 13,497 |
| 14,092 |
| 1,850 |
| 12,242 |
| 1993 | 2011 | 32 years |
| St Anthony's MOB A | St. Louis | MO | — |
| 409 |
| 4,687 |
| 287 |
| 409 |
| 4,974 |
| 5,383 |
| 915 |
| 4,468 |
| 1975 | 2011 | 20 years |
| St Anthony's MOB B | St. Louis | MO | — |
| 350 |
| 3,942 |
| 167 |
| 350 |
| 4,109 |
| 4,459 |
| 873 |
| 3,586 |
| 1980 | 2011 | 21 years |
| Lemay Urgent Care Center | St. Louis | MO | — |
| 2,317 |
| 3,120 |
| 263 |
| 2,317 |
| 3,383 |
| 5,700 |
| 687 |
| 5,013 |
| 1983 | 2011 | 22 years |
| St. Mary's Health Center MOB B | St. Louis | MO | 2,875 |
| 119 |
| 4,161 |
| 281 |
| 119 |
| 4,442 |
| 4,561 |
| 406 |
| 4,155 |
| 1979 | 2012 | 23 years |
| St. Mary's Health Center MOB C | St. Louis | MO | 3,343 |
| 136 |
| 6,018 |
| (11 | ) | 136 |
| 6,007 |
| 6,143 |
| 515 |
| 5,628 |
| 1969 | 2012 | 20 years |
| St. Joseph Endoscopy Center | St. Peters | MO | 308 |
| 133 |
| — |
| 5 |
| 138 |
| — |
| 138 |
| — |
| 138 |
| N/A | 2012 | N/A |
| University Physicians - Grants Ferry | Flowood | MS | 9,805 |
| 2,796 |
| 12,125 |
| (13 | ) | 2,796 |
| 12,112 |
| 14,908 |
| 897 |
| 14,011 |
| 2010 | 2012 | 35 years |
| Barclay Downs | Charlotte | NC | — |
| 3,535 |
| 882 |
| 199 |
| 3,547 |
| 1,069 |
| 4,616 |
| 248 |
| 4,368 |
| 1987 | 2012 | 20 years |
| Randolph | Charlotte | NC | — |
| 6,370 |
| 2,929 |
| 205 |
| 6,370 |
| 3,134 |
| 9,504 |
| 1,175 |
| 8,329 |
| 1973 | 2012 | 4 years |
| Mallard Crossing I | Charlotte | NC | — |
| 3,229 |
| 2,072 |
| 15 |
| 3,229 |
| 2,087 |
| 5,316 |
| 523 |
| 4,793 |
| 1997 | 2012 | 25 years |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Location | | Initial Cost to Company | | Gross Amount Carried at Close of Period | | | | | | |
| Property Name | City | State / Province | Encumbrances | Land and Improvements | Buildings and Improvements | Costs Capitalized Subsequent to Acquisition | Land and Improvements | Buildings and Improvements | Total | Accumulated Depreciation | NBV | Year of Construction | Year Acquired | Life on Which Depreciation in Income Statement is Computed |
| Medical Arts Building | Concord | NC | — |
| 701 |
| 11,734 |
| 32 |
| 701 |
| 11,766 |
| 12,467 |
| 1,337 |
| 11,130 |
| 1997 | 2012 | 31 years |
| Gateway Medical Office Building | Concord | NC | — |
| 1,100 |
| 9,904 |
| 284 |
| 1,100 |
| 10,188 |
| 11,288 |
| 914 |
| 10,374 |
| 2005 | 2012 | 35 years |
| Copperfield Medical Mall | Concord | NC | — |
| 1,980 |
| 2,846 |
| 256 |
| 1,980 |
| 3,102 |
| 5,082 |
| 416 |
| 4,666 |
| 1989 | 2012 | 25 years |
| Weddington Internal & Pediatric Medicine | Concord | NC | — |
| 574 |
| 688 |
| 4 |
| 574 |
| 692 |
| 1,266 |
| 110 |
| 1,156 |
| 2000 | 2012 | 27 years |
| Gaston Professional Center | Gastonia | NC | — |
| 833 |
| 24,885 |
| 76 |
| 833 |
| 24,961 |
| 25,794 |
| 1,922 |
| 23,872 |
| 1997 | 2012 | 35 years |
| Harrisburg Family Physicians | Harrisburg | NC | — |
| 679 |
| 1,646 |
| (2 | ) | 679 |
| 1,644 |
| 2,323 |
| 135 |
| 2,188 |
| 1996 | 2012 | 35 years |
| Harrisburg Medical Mall | Harrisburg | NC | — |
| 1,339 |
| 2,292 |
| 254 |
| 1,339 |
| 2,546 |
| 3,885 |
| 452 |
| 3,433 |
| 1997 | 2012 | 27 years |
| Northcross | Huntersville | NC | — |
| 623 |
| 278 |
| (1 | ) | 623 |
| 277 |
| 900 |
| 97 |
| 803 |
| 1993 | 2012 | 22 years |
| REX Knightdale MOB & Wellness Center | Knightdale | NC | — |
| — |
| 22,823 |
| — |
| — |
| 22,823 |
| 22,823 |
| 719 |
| 22,104 |
| 2009 | 2012 | 35 years |
| Mulberry Medical Park | Lenoir | NC | — |
| 211 |
| 2,589 |
| (2 | ) | 211 |
| 2,587 |
| 2,798 |
| 376 |
| 2,422 |
| 1982 | 2012 | 23 years |
| Lincoln/Lakemont Family Practice | Lincolnton | NC | — |
| 788 |
| 1,841 |
| (3 | ) | 788 |
| 1,838 |
| 2,626 |
| 283 |
| 2,343 |
| 1998 | 2012 | 29 years |
| Alamance Regional Mebane Outpatient Ctr. | Mebane | NC | 11,948 |
| 1,963 |
| 14,291 |
| (16 | ) | 1,963 |
| 14,275 |
| 16,238 |
| 1,398 |
| 14,840 |
| 2008 | 2012 | 35 years |
| Midland Medical Park | Midland | NC | — |
| 1,221 |
| 847 |
| 12 |
| 1,221 |
| 859 |
| 2,080 |
| 194 |
| 1,886 |
| 1998 | 2012 | 25 years |
| East Rocky Mount Kidney Center | Rocky Mount | NC | — |
| 803 |
| 998 |
| (2 | ) | 803 |
| 996 |
| 1,799 |
| 140 |
| 1,659 |
| 2000 | 2012 | 33 years |
| Rocky Mount Kidney Center | Rocky Mount | NC | — |
| 479 |
| 1,297 |
| 39 |
| 479 |
| 1,336 |
| 1,815 |
| 179 |
| 1,636 |
| 1990 | 2012 | 25 years |
| Rocky Mount Medical Park | Rocky Mount | NC | — |
| 2,552 |
| 7,779 |
| 61 |
| 2,552 |
| 7,840 |
| 10,392 |
| 777 |
| 9,615 |
| 1991 | 2012 | 30 years |
| English Road Medical Center | Rocky Mount | NC | 4,719 |
| 1,321 |
| 3,747 |
| (5 | ) | 1,321 |
| 3,742 |
| 5,063 |
| 475 |
| 4,588 |
| 2002 | 2012 | 35 years |
| Rowan Outpatient Surgery Center | Salisbury | NC | — |
| 1,039 |
| 5,184 |
| (5 | ) | 1,039 |
| 5,179 |
| 6,218 |
| 403 |
| 5,815 |
| 2003 | 2012 | 35 years |
| Del E Webb Medical Plaza | Henderson | NV | — |
| 1,028 |
| 16,993 |
| 385 |
| 1,028 |
| 17,378 |
| 18,406 |
| 1,990 |
| 16,416 |
| 1999 | 2011 | 35 years |
| The Terrace at South Meadows | Reno | NV | 7,101 |
| 504 |
| 9,966 |
| 384 |
| 504 |
| 10,350 |
| 10,854 |
| 1,205 |
| 9,649 |
| 2004 | 2011 | 35 years |
| Central NY Medical Center | Syracuse | NY | 24,500 |
| 1,786 |
| 26,101 |
| 386 |
| 1,786 |
| 26,487 |
| 28,273 |
| 2,173 |
| 26,100 |
| 1997 | 2012 | 33 years |
| Anderson Medical Arts Building I | Cincinnati | OH | — |
| — |
| 9,632 |
| 1,475 |
| — |
| 11,107 |
| 11,107 |
| 2,843 |
| 8,264 |
| 1984 | 2007 | 35 years |
| Anderson Medical Arts Building II | Cincinnati | OH | — |
| — |
| 15,123 |
| 2,159 |
| — |
| 17,282 |
| 17,282 |
| 4,029 |
| 13,253 |
| 2007 | 2007 | 35 years |
| 745 W State Street | Columbus | OH | 7,746 |
| 545 |
| 10,686 |
| (5,689 | ) | 540 |
| 5,002 |
| 5,542 |
| 693 |
| 4,849 |
| 1999 | 2011 | 35 years |
| Riverside North Medical Office Building | Columbus | OH | 8,420 |
| 785 |
| 8,519 |
| 122 |
| 785 |
| 8,641 |
| 9,426 |
| 889 |
| 8,537 |
| 1962 | 2012 | 25 years |
| Riverside South Medical Office Building | Columbus | OH | 6,311 |
| 586 |
| 7,298 |
| 26 |
| 586 |
| 7,324 |
| 7,910 |
| 670 |
| 7,240 |
| 1985 | 2012 | 27 years |
| 340 East Town Medical Office Building | Columbus | OH | 5,862 |
| 10 |
| 9,443 |
| 411 |
| 10 |
| 9,854 |
| 9,864 |
| 670 |
| 9,194 |
| 1984 | 2012 | 29 years |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Location | | Initial Cost to Company | | Gross Amount Carried at Close of Period | | | | | | |
| Property Name | City | State / Province | Encumbrances | Land and Improvements | Buildings and Improvements | Costs Capitalized Subsequent to Acquisition | Land and Improvements | Buildings and Improvements | Total | Accumulated Depreciation | NBV | Year of Construction | Year Acquired | Life on Which Depreciation in Income Statement is Computed |
| 393 East Town Medical Office Building | Columbus | OH | 3,288 |
| 61 |
| 4,760 |
| 5 |
| 61 |
| 4,765 |
| 4,826 |
| 435 |
| 4,391 |
| 1970 | 2012 | 20 years |
| 141 South Sixth Medical Office Building | Columbus | OH | 1,544 |
| 80 |
| 1,113 |
| (7 | ) | 80 |
| 1,106 |
| 1,186 |
| 157 |
| 1,029 |
| 1971 | 2012 | 14 years |
| Doctors West Medical Office Building | Columbus | OH | 4,705 |
| 414 |
| 5,362 |
| 391 |
| 414 |
| 5,753 |
| 6,167 |
| 446 |
| 5,721 |
| 1998 | 2012 | 35 years |
| Eastside Health Center | Columbus | OH | 4,399 |
| 956 |
| 3,472 |
| (2 | ) | 956 |
| 3,470 |
| 4,426 |
| 459 |
| 3,967 |
| 1977 | 2012 | 15 years |
| East Main Medical Office Building | Columbus | OH | 5,226 |
| 440 |
| 4,771 |
| (24 | ) | 440 |
| 4,747 |
| 5,187 |
| 305 |
| 4,882 |
| 2006 | 2012 | 35 years |
| Heart Center Medical Office Building | Columbus | OH | 11,201 |
| 1,063 |
| 12,140 |
| 76 |
| 1,063 |
| 12,216 |
| 13,279 |
| 851 |
| 12,428 |
| 2004 | 2012 | 35 years |
| Wilkins Medical Office Building | Columbus | OH | — |
| 123 |
| 18,062 |
| (111 | ) | 123 |
| 17,951 |
| 18,074 |
| 1,053 |
| 17,021 |
| 2002 | 2012 | 35 years |
| Grady Medical Office Building | Delaware | OH | 1,824 |
| 239 |
| 2,263 |
| 178 |
| 239 |
| 2,441 |
| 2,680 |
| 240 |
| 2,440 |
| 1991 | 2012 | 25 years |
| Dublin Northwest Medical Office Building | Dublin | OH | 3,118 |
| 342 |
| 3,278 |
| 12 |
| 342 |
| 3,290 |
| 3,632 |
| 268 |
| 3,364 |
| 2001 | 2012 | 34 years |
| Preserve III Medical Office Building | Dublin | OH | 9,684 |
| 2,449 |
| 7,025 |
| (66 | ) | 2,449 |
| 6,959 |
| 9,408 |
| 538 |
| 8,870 |
| 2006 | 2012 | 35 years |
| Zanesville Surgery Center | Zanesville | OH | — |
| 172 |
| 9,403 |
| — |
| 172 |
| 9,403 |
| 9,575 |
| 818 |
| 8,757 |
| 2000 | 2011 | 35 years |
| Dialysis Center | Zanesville | OH | — |
| 534 |
| 855 |
| — |
| 534 |
| 855 |
| 1,389 |
| 202 |
| 1,187 |
| 1960 | 2011 | 21 years |
| Genesis Children's Center | Zanesville | OH | — |
| 538 |
| 3,781 |
| — |
| 538 |
| 3,781 |
| 4,319 |
| 455 |
| 3,864 |
| 2006 | 2011 | 30 years |
| Medical Arts Building I | Zanesville | OH | — |
| 429 |
| 2,405 |
| 110 |
| 436 |
| 2,508 |
| 2,944 |
| 425 |
| 2,519 |
| 1970 | 2011 | 20 years |
| Medical Arts Building II | Zanesville | OH | — |
| 485 |
| 6,013 |
| 229 |
| 490 |
| 6,237 |
| 6,727 |
| 1,081 |
| 5,646 |
| 1995 | 2011 | 25 years |
| Medical Arts Building III | Zanesville | OH | — |
| 94 |
| 1,248 |
| — |
| 94 |
| 1,248 |
| 1,342 |
| 206 |
| 1,136 |
| 1970 | 2011 | 25 years |
| Primecare Building | Zanesville | OH | — |
| 130 |
| 1,344 |
| — |
| 130 |
| 1,344 |
| 1,474 |
| 303 |
| 1,171 |
| 1978 | 2011 | 20 years |
| Outpatient Rehabilitation Building | Zanesville | OH | — |
| 82 |
| 1,541 |
| — |
| 82 |
| 1,541 |
| 1,623 |
| 200 |
| 1,423 |
| 1985 | 2011 | 28 years |
| Radiation Oncology Building | Zanesville | OH | — |
| 105 |
| 1,201 |
| — |
| 105 |
| 1,201 |
| 1,306 |
| 184 |
| 1,122 |
| 1988 | 2011 | 25 years |
| Healthplex | Zanesville | OH | — |
| 2,488 |
| 15,849 |
| 540 |
| 2,488 |
| 16,389 |
| 18,877 |
| 1,967 |
| 16,910 |
| 1990 | 2011 | 32 years |
| Physicians Pavilion | Zanesville | OH | — |
| 422 |
| 6,297 |
| 272 |
| 422 |
| 6,569 |
| 6,991 |
| 993 |
| 5,998 |
| 1990 | 2011 | 25 years |
| Zanesville Northside Pharmacy | Zanesville | OH | — |
| 42 |
| 635 |
| — |
| 42 |
| 635 |
| 677 |
| 86 |
| 591 |
| 1985 | 2011 | 28 years |
| Bethesda Campus MOB III | Zanesville | OH | — |
| 188 |
| 1,137 |
| 12 |
| 193 |
| 1,144 |
| 1,337 |
| 171 |
| 1,166 |
| 1978 | 2011 | 25 years |
| Tuality 7th Avenue Medical Plaza | Hillsboro | OR | 19,489 |
| 1,516 |
| 24,638 |
| 331 |
| 1,516 |
| 24,969 |
| 26,485 |
| 2,560 |
| 23,925 |
| 2003 | 2011 | 35 years |
| Professional Office Building I | Chester | PA | — |
| — |
| 6,283 |
| 1,149 |
| — |
| 7,432 |
| 7,432 |
| 2,707 |
| 4,725 |
| 1978 | 2004 | 30 years |
| DCMH Medical Office Building | Drexel Hill | PA | — |
| — |
| 10,424 |
| 1,198 |
| — |
| 11,622 |
| 11,622 |
| 4,452 |
| 7,170 |
| 1984 | 2004 | 30 years |
| Penn State University Outpatient Center | Hershey | PA | 57,415 |
| — |
| 55,439 |
| — |
| — |
| 55,439 |
| 55,439 |
| 6,820 |
| 48,619 |
| 2008 | 2010 | 35 years |
| Lancaster Rehabilitation Hospital | Lancaster | PA | 10,894 |
| 959 |
| 16,610 |
| (16 | ) | 959 |
| 16,594 |
| 17,553 |
| 1,161 |
| 16,392 |
| 2007 | 2012 | 35 years |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Location | | Initial Cost to Company | | Gross Amount Carried at Close of Period | | | | | | |
| Property Name | City | State / Province | Encumbrances | Land and Improvements | Buildings and Improvements | Costs Capitalized Subsequent to Acquisition | Land and Improvements | Buildings and Improvements | Total | Accumulated Depreciation | NBV | Year of Construction | Year Acquired | Life on Which Depreciation in Income Statement is Computed |
| Lancaster ASC MOB | Lancaster | PA | 9,507 |
| 593 |
| 17,117 |
| (14 | ) | 593 |
| 17,103 |
| 17,696 |
| 1,326 |
| 16,370 |
| 2007 | 2012 | 35 years |
| St. Joseph Medical Office Building | Reading | PA | — |
| — |
| 10,823 |
| 715 |
| — |
| 11,538 |
| 11,538 |
| 1,596 |
| 9,942 |
| 2006 | 2010 | 35 years |
| Doylestown Health & Wellness Center | Warrington | PA | — |
| 4,452 |
| 17,383 |
| 148 |
| 4,497 |
| 17,486 |
| 21,983 |
| 1,525 |
| 20,458 |
| 2001 | 2012 | 34 years |
| Beaufort Medical Plaza | Beaufort | SC | — |
| 593 |
| 9,593 |
| (9 | ) | 593 |
| 9,584 |
| 10,177 |
| 979 |
| 9,198 |
| 1999 | 2012 | 35 years |
| Roper Medical Office Building | Charleston | SC | 8,768 |
| 127 |
| 14,737 |
| 927 |
| 127 |
| 15,664 |
| 15,791 |
| 1,521 |
| 14,270 |
| 1990 | 2012 | 28 years |
| St. Francis Medical Plaza (Charleston) | Charleston | SC | — |
| 447 |
| 3,946 |
| 166 |
| 447 |
| 4,112 |
| 4,559 |
| 432 |
| 4,127 |
| 2003 | 2012 | 35 years |
| Providence MOB I | Columbia | SC | — |
| 225 |
| 4,274 |
| 23 |
| 225 |
| 4,297 |
| 4,522 |
| 685 |
| 3,837 |
| 1979 | 2012 | 18 years |
| Providence MOB II | Columbia | SC | — |
| 122 |
| 1,834 |
| 12 |
| 122 |
| 1,846 |
| 1,968 |
| 296 |
| 1,672 |
| 1985 | 2012 | 18 years |
| Providence MOB III | Columbia | SC | — |
| 766 |
| 4,406 |
| 188 |
| 766 |
| 4,594 |
| 5,360 |
| 519 |
| 4,841 |
| 1990 | 2012 | 23 years |
| One Medical Park | Columbia | SC | — |
| 210 |
| 7,939 |
| (7 | ) | 214 |
| 7,928 |
| 8,142 |
| 1,082 |
| 7,060 |
| 1984 | 2012 | 19 years |
| Three Medical Park | Columbia | SC | — |
| 40 |
| 10,650 |
| 24 |
| 40 |
| 10,674 |
| 10,714 |
| 1,206 |
| 9,508 |
| 1988 | 2012 | 25 years |
| St. Francis Millennium Medical Office Building | Greenville | SC | 15,641 |
| — |
| 13,062 |
| 10,453 |
| — |
| 23,515 |
| 23,515 |
| 4,902 |
| 18,613 |
| 2009 | 2009 | 35 years |
| 200 Andrews | Greenville | SC | — |
| 789 |
| 2,014 |
| (4 | ) | 789 |
| 2,010 |
| 2,799 |
| 392 |
| 2,407 |
| 1994 | 2012 | 29 years |
| St. Francis CMOB | Greenville | SC | — |
| 501 |
| 7,661 |
| 101 |
| 501 |
| 7,762 |
| 8,263 |
| 607 |
| 7,656 |
| 2001 | 2012 | 35 years |
| St. Francis Outpatient Surgery Center | Greenville | SC | — |
| 1,007 |
| 16,538 |
| (16 | ) | 1,007 |
| 16,522 |
| 17,529 |
| 1,328 |
| 16,201 |
| 2001 | 2012 | 35 years |
| St. Francis Professional Medical Center | Greenville | SC | — |
| 342 |
| 6,337 |
| 135 |
| 360 |
| 6,454 |
| 6,814 |
| 688 |
| 6,126 |
| 1984 | 2012 | 24 years |
| St. Francis Women's | Greenville | SC | — |
| 322 |
| 4,877 |
| (6 | ) | 322 |
| 4,871 |
| 5,193 |
| 701 |
| 4,492 |
| 1991 | 2012 | 24 years |
| St. Francis Medical Plaza (Greenville) | Greenville | SC | — |
| 88 |
| 5,876 |
| 5 |
| 88 |
| 5,881 |
| 5,969 |
| 618 |
| 5,351 |
| 1998 | 2012 | 24 years |
| Irmo Professional MOB | Irmo | SC | 7,529 |
| 1,726 |
| 5,414 |
| 56 |
| 1,726 |
| 5,470 |
| 7,196 |
| 766 |
| 6,430 |
| 2004 | 2011 | 35 years |
| River Hills Medical Plaza | Little River | SC | — |
| 1,406 |
| 1,813 |
| (2 | ) | 1,406 |
| 1,811 |
| 3,217 |
| 259 |
| 2,958 |
| 1999 | 2012 | 27 years |
| Mount Pleasant Medical Office Longpoint | Mount Pleasant | SC | — |
| 670 |
| 4,455 |
| 48 |
| 670 |
| 4,503 |
| 5,173 |
| 538 |
| 4,635 |
| 2001 | 2012 | 34 years |
| Carolina Forest Medical Plaza | Myrtle Beach | SC | — |
| 1,742 |
| 5,279 |
| (6 | ) | 1,742 |
| 5,273 |
| 7,015 |
| 580 |
| 6,435 |
| 2007 | 2012 | 35 years |
| Medical Arts Center of Orangeburg | Orangeburg | SC | — |
| 823 |
| 3,299 |
| 8 |
| 823 |
| 3,307 |
| 4,130 |
| 452 |
| 3,678 |
| 1984 | 2012 | 28 years |
| Mary Black Westside Medical Office Bldg | Spartanburg | SC | — |
| 291 |
| 5,057 |
| 35 |
| 291 |
| 5,092 |
| 5,383 |
| 517 |
| 4,866 |
| 1991 | 2012 | 31 years |
| Colleton Medical Arts | Walterboro | SC | — |
| 983 |
| 2,780 |
| (1,837 | ) | 782 |
| 1,144 |
| 1,926 |
| 358 |
| 1,568 |
| 1998 | 2011 | 27 years |
| Health Park Medical Office Building | Chattanooga | TN | 6,555 |
| 2,305 |
| 8,949 |
| 2 |
| 2,305 |
| 8,951 |
| 11,256 |
| 693 |
| 10,563 |
| 2004 | 2012 | 35 years |
| Peerless Crossing Medical Center | Cleveland | TN | 6,910 |
| 1,217 |
| 6,464 |
| (7 | ) | 1,217 |
| 6,457 |
| 7,674 |
| 479 |
| 7,195 |
| 2006 | 2012 | 35 years |
| Medical Center Physicians Tower | Jackson | TN | 13,885 |
| 549 |
| 27,074 |
| (16 | ) | 549 |
| 27,058 |
| 27,607 |
| 2,050 |
| 25,557 |
| 2010 | 2012 | 35 years |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Location | | Initial Cost to Company | | Gross Amount Carried at Close of Period | | | | | | |
| Property Name | City | State / Province | Encumbrances | Land and Improvements | Buildings and Improvements | Costs Capitalized Subsequent to Acquisition | Land and Improvements | Buildings and Improvements | Total | Accumulated Depreciation | NBV | Year of Construction | Year Acquired | Life on Which Depreciation in Income Statement is Computed |
| Grandview MOB | Jasper | TN | — |
| 1,011 |
| 5,322 |
| (4,750 | ) | 901 |
| 682 |
| 1,583 |
| 369 |
| 1,214 |
| 1998 | 2011 | 29.5 years |
| Abilene Medical Commons I | Abilene | TX | — |
| 179 |
| 1,611 |
| 43 |
| 179 |
| 1,654 |
| 1,833 |
| 444 |
| 1,389 |
| 2000 | 2004 | 35 years |
| Seton Medical Park Tower | Austin | TX | — |
| 805 |
| 41,527 |
| 820 |
| 805 |
| 42,347 |
| 43,152 |
| 2,268 |
| 40,884 |
| 1968 | 2012 | 35 years |
| Seton Northwest Health Plaza | Austin | TX | — |
| 444 |
| 22,632 |
| 1,032 |
| 444 |
| 23,664 |
| 24,108 |
| 1,457 |
| 22,651 |
| 1988 | 2012 | 35 years |
| Seton Southwest Health Plaza | Austin | TX | — |
| 294 |
| 5,311 |
| 7 |
| 294 |
| 5,318 |
| 5,612 |
| 319 |
| 5,293 |
| 2004 | 2012 | 35 years |
| Seton Southwest Health Plaza II | Austin | TX | — |
| 447 |
| 10,154 |
| 14 |
| 447 |
| 10,168 |
| 10,615 |
| 554 |
| 10,061 |
| 2009 | 2012 | 35 years |
| East Houston MOB, LLC | Houston | TX | — |
| 356 |
| 2,877 |
| (486 | ) | 328 |
| 2,419 |
| 2,747 |
| 659 |
| 2,088 |
| 1982 | 2011 | 15 years |
| East Houston Medical Plaza | Houston | TX | — |
| 671 |
| 426 |
| 269 |
| 671 |
| 695 |
| 1,366 |
| 287 |
| 1,079 |
| 1982 | 2011 | 11 years |
| Mansfield MOB | Mansfield | TX | — |
| 411 |
| 1,133 |
| 4 |
| 411 |
| 1,137 |
| 1,548 |
| 285 |
| 1,263 |
| 1998 | 2011 | 27 years |
| Bayshore Surgery Center MOB | Pasadena | TX | — |
| 765 |
| 9,123 |
| 359 |
| 765 |
| 9,482 |
| 10,247 |
| 7,896 |
| 2,351 |
| 2001 | 2005 | 35 years |
| Bayshore Rehabilitation Center MOB | Pasadena | TX | — |
| 95 |
| 1,128 |
| — |
| 95 |
| 1,128 |
| 1,223 |
| 287 |
| 936 |
| 1988 | 2005 | 35 years |
| Seton Williamson Medical Plaza | Round Rock | TX | — |
| — |
| 15,074 |
| 419 |
| — |
| 15,493 |
| 15,493 |
| 2,524 |
| 12,969 |
| 2008 | 2010 | 35 years |
| 251 Medical Center | Webster | TX | — |
| 1,158 |
| 12,078 |
| 31 |
| 1,158 |
| 12,109 |
| 13,267 |
| 946 |
| 12,321 |
| 2006 | 2011 | 35 years |
| 253 Medical Center | Webster | TX | — |
| 1,181 |
| 11,862 |
| — |
| 1,181 |
| 11,862 |
| 13,043 |
| 886 |
| 12,157 |
| 2009 | 2011 | 35 years |
| MRMC MOB I | Mechanicsville | VA | 5,600 |
| 1,669 |
| 7,024 |
| 131 |
| 1,669 |
| 7,155 |
| 8,824 |
| 869 |
| 7,955 |
| 1993 | 2012 | 31 years |
| Henrico MOB | Richmond | VA | — |
| 968 |
| 6,189 |
| 250 |
| 968 |
| 6,439 |
| 7,407 |
| 983 |
| 6,424 |
| 1976 | 2011 | 25 years |
| St. Mary's MOB North (Floors 6 & 7) | Richmond | VA | — |
| 227 |
| 2,961 |
| (4 | ) | 227 |
| 2,957 |
| 3,184 |
| 456 |
| 2,728 |
| 1968 | 2012 | 22 years |
| Bonney Lake Medical Office Building | Bonney Lake | WA | 11,160 |
| 5,176 |
| 14,375 |
| 120 |
| 5,176 |
| 14,495 |
| 19,671 |
| 1,138 |
| 18,533 |
| 2011 | 2012 | 35 years |
| Good Samaritan Medical Office Building | Puyallup | WA | 14,701 |
| 781 |
| 30,368 |
| (133 | ) | 781 |
| 30,235 |
| 31,016 |
| 1,886 |
| 29,130 |
| 2011 | 2012 | 35 years |
| Holy Family Hospital Central MOB | Spokane | WA | — |
| — |
| 19,085 |
| — |
| — |
| 19,085 |
| 19,085 |
| 619 |
| 18,466 |
| 2007 | 2012 | 35 years |
| Physician's Pavilion | Vancouver | WA | — |
| 1,411 |
| 32,939 |
| 123 |
| 1,411 |
| 33,062 |
| 34,473 |
| 3,464 |
| 31,009 |
| 2001 | 2011 | 35 years |
| Administration Building | Vancouver | WA | — |
| 296 |
| 7,856 |
| — |
| 296 |
| 7,856 |
| 8,152 |
| 778 |
| 7,374 |
| 1972 | 2011 | 35 years |
| Medical Center Physician's Building | Vancouver | WA | — |
| 1,225 |
| 31,246 |
| 1,186 |
| 1,225 |
| 32,432 |
| 33,657 |
| 3,021 |
| 30,636 |
| 1980 | 2011 | 35 years |
| Memorial MOB | Vancouver | WA | — |
| 663 |
| 12,626 |
| 131 |
| 663 |
| 12,757 |
| 13,420 |
| 1,283 |
| 12,137 |
| 1999 | 2011 | 35 years |
| Salmon Creek MOB | Vancouver | WA | — |
| 1,325 |
| 9,238 |
| — |
| 1,325 |
| 9,238 |
| 10,563 |
| 905 |
| 9,658 |
| 1994 | 2011 | 35 years |
| Fisher's Landing MOB | Vancouver | WA | — |
| 1,590 |
| 5,420 |
| — |
| 1,590 |
| 5,420 |
| 7,010 |
| 640 |
| 6,370 |
| 1995 | 2011 | 34 years |
| Healthy Steps Clinic | Vancouver | WA | — |
| 626 |
| 1,505 |
| (1,088 | ) | 553 |
| 490 |
| 1,043 |
| 100 |
| 943 |
| 1997 | 2011 | 35 years |
| Columbia Medical Plaza | Vancouver | WA | — |
| 281 |
| 5,266 |
| 109 |
| 281 |
| 5,375 |
| 5,656 |
| 567 |
| 5,089 |
| 1991 | 2011 | 35 years |
| Appleton Heart Institute | Appleton | WI | — |
| — |
| 7,775 |
| 1 |
| — |
| 7,776 |
| 7,776 |
| 1,230 |
| 6,546 |
| 2003 | 2010 | 39 years |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Location | | Initial Cost to Company | | Gross Amount Carried at Close of Period | | | | | | |
| Property Name | City | State / Province | Encumbrances | Land and Improvements | Buildings and Improvements | Costs Capitalized Subsequent to Acquisition | Land and Improvements | Buildings and Improvements | Total | Accumulated Depreciation | NBV | Year of Construction | Year Acquired | Life on Which Depreciation in Income Statement is Computed |
| Appleton Medical Offices West | Appleton | WI | — |
| — |
| 5,756 |
| 6 |
| — |
| 5,762 |
| 5,762 |
| 889 |
| 4,873 |
| 1989 | 2010 | 39 years |
| Appleton Medical Offices South | Appleton | WI | — |
| — |
| 9,058 |
| 167 |
| — |
| 9,225 |
| 9,225 |
| 1,404 |
| 7,821 |
| 1983 | 2010 | 39 years |
| Brookfield Clinic | Brookfield | WI | — |
| 2,638 |
| 4,093 |
| — |
| 2,638 |
| 4,093 |
| 6,731 |
| 498 |
| 6,233 |
| 1999 | 2011 | 35 years |
| Hartland Clinic | Hartland | WI | — |
| 321 |
| 5,050 |
| — |
| 321 |
| 5,050 |
| 5,371 |
| 523 |
| 4,848 |
| 1994 | 2011 | 35 years |
| Theda Clark Medical Center Office Pavilion | Neenah | WI | — |
| — |
| 7,080 |
| 33 |
| — |
| 7,113 |
| 7,113 |
| 1,008 |
| 6,105 |
| 1993 | 2010 | 39 years |
| Aylward Medical Building Condo Floors 3 & 4 | Neenah | WI | — |
| — |
| 4,462 |
| — |
| — |
| 4,462 |
| 4,462 |
| 608 |
| 3,854 |
| 2006 | 2010 | 39 years |
| New Berlin Clinic | New Berlin | WI | — |
| 678 |
| 7,121 |
| — |
| 678 |
| 7,121 |
| 7,799 |
| 793 |
| 7,006 |
| 1999 | 2011 | 35 years |
| WestWood Health & Fitness | Pewaukee | WI | — |
| 823 |
| 11,649 |
| — |
| 823 |
| 11,649 |
| 12,472 |
| 1,309 |
| 11,163 |
| 1997 | 2011 | 35 years |
| Watertown Clinic | Watertown | WI | — |
| 166 |
| 3,234 |
| — |
| 166 |
| 3,234 |
| 3,400 |
| 323 |
| 3,077 |
| 2003 | 2011 | 35 years |
| Southside Clinic | Waukesha | WI | — |
| 218 |
| 5,273 |
| — |
| 218 |
| 5,273 |
| 5,491 |
| 534 |
| 4,957 |
| 1997 | 2011 | 35 years |
| Rehabilitation Hospital | Waukesha | WI | — |
| 372 |
| 15,636 |
| — |
| 372 |
| 15,636 |
| 16,008 |
| 1,388 |
| 14,620 |
| 2008 | 2011 | 35 years |
| Casper WY MOB | Casper | WY | — |
| 3,015 |
| 26,513 |
| 99 |
| 3,017 |
| 26,610 |
| 29,627 |
| 5,019 |
| 24,608 |
| 2008 | 2008 | 35 years |
| TOTAL FOR MEDICAL OFFICE BUILDINGS | | | 808,868 |
| 252,017 |
| 3,107,833 |
| 69,967 |
| 250,414 |
| 3,179,403 |
| 3,429,817 |
| 361,547 |
| 3,068,270 |
| | | |
| TOTAL FOR ALL PROPERTIES | | | $ | 2,524,887 |
| $ | 1,848,099 |
| $ | 18,181,186 |
| $ | 364,126 |
| $ | 1,855,968 |
| $ | 18,537,443 |
| $ | 20,393,411 |
| $ | 2,881,950 |
| $ | 17,511,461 |
| | | |
ITEM 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2013. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective as of December 31, 2013, at the reasonable assurance level.
Internal Control over Financial Reporting
The information set forth under “Management Report on Internal Control over Financial Reporting” and “Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting” included in Part II, Item 8 of this Annual Report on Form 10-K/A is incorporated by reference into this Item 9A.
Internal Control Changes
During the fourth quarter of 2013, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART III
ITEM 14. Principal Accountant Fees and Services
KPMG LLP (“KPMG”) re-audited our financial statements for the years ended December 31, 2013 and 2012 and has been our independent registered public accounting firm since July 2014. Audit fees for professional services rendered by KPMG for the years ended December 31, 2013 and 2012 are approximately $2.5 million and $1.7 million, respectively.
All audit-related services, tax services and other services provided by KPMG since the date of its engagement were pre-approved by the Audit and Compliance Committee (the “Audit Committee”) of our Board of Directors in accordance with the Audit Committee’s pre-approval policies described in our definitive Proxy Statement for the 2014 Annual Meeting of Stockholders, which we filed with the SEC on April 4, 2014 (the “Proxy Statement”). The Audit Committee determined that the provision of these services performed in 2014 by KPMG did not compromise KPMG’s independence and was consistent with its role as our independent registered public accounting firm.
The other information required by this Item 14 is incorporated by reference to the material under the heading “Proposals Requiring Your Vote—Proposal 2: Ratification of the Selection of Ernst & Young as Our Independent Registered Public Accounting Firm for Fiscal Year 2014—Policy on Pre-Approval of Audit and Permissible Non-Audit Services” in the Proxy Statement.
PART IV
ITEM 15. Exhibits and Financial Statement Schedules
Financial Statements and Financial Statement Schedules
The following documents have been included in Part II, Item 8 of this Annual Report on Form 10-K/A:
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| | Page |
| Reports of Independent Registered Public Accounting Firm | |
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| Consolidated Financial Statement Schedule | |
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All other schedules have been omitted because they are inapplicable, not required or the information is included elsewhere in the Consolidated Financial Statements or notes thereto.
Exhibits
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| | | | |
Exhibit Number | | Description of Document | | Location of Document |
| 3.1 |
| Amended and Restated Certificate of Incorporation, as amended, of Ventas, Inc. |
| Incorporated by reference to Exhibit 3.1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2011. |
|
| |
| |
| 3.2 |
| Fourth Amended and Restated Bylaws, as amended, of Ventas,��Inc. |
| Incorporated by reference to Exhibit 3.2 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2011. |
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| |
| |
| 4.1 |
| Specimen common stock certificate. |
| Incorporated by reference to Exhibit 4.1 to our Annual Report on Form 10-K for the year ended December 31, 2012. |
|
| |
| |
| 4.2 |
| Ventas, Inc. Distribution Reinvestment and Stock Purchase Plan. |
| Incorporated by reference to the Prospectus included in our Registration Statement on Form S-3, filed on November 25, 2011, File No. 333-178185. |
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|
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| 4.3 |
| Indenture dated as of September 19, 2006 by and among Ventas, Inc., Ventas Realty, Limited Partnership and Ventas Capital Corporation, as Issuer(s), the Guarantors named therein, as Guarantors, and U.S. Bank National Association, as Trustee.
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| Incorporated by reference to Exhibit 4.9 to our Registration Statement on Form S-3, filed on April 7, 2006, File No. 333-133115. |
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| 4.4 |
| Third Supplemental Indenture dated as of November 16, 2010 by and among Ventas Realty, Limited Partnership and Ventas Capital Corporation, as Issuers, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee. |
| Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K, filed on November 18, 2010. |
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| 4.5 |
| Fourth Supplemental Indenture dated as of May 17, 2011 by and among Ventas Realty, Limited Partnership and Ventas Capital Corporation, as Issuers, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee.
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| Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K, filed on May 20, 2011. |
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|
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| 4.6 |
| Fifth Supplemental Indenture dated as of February 10, 2012 by and among Ventas Realty, Limited Partnership and Ventas Capital Corporation, as Issuers, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee.
|
| Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K, filed on February 14, 2012. |
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| 4.7 |
| Sixth Supplemental Indenture dated as of April 17, 2012 by and among Ventas Realty, Limited Partnership and Ventas Capital Corporation, as Issuers, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee.
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| Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K, filed on April 18, 2012. |
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| 4.8 |
| Seventh Supplemental Indenture dated as of August 3, 2012 by and among Ventas Realty, Limited Partnership and Ventas Capital Corporation, as Issuers, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee.
|
| Incorporated by reference to Exhibit 4.1 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2012. |
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|
|
| 4.9 |
| Eighth Supplemental Indenture dated as of December 13, 2012 by and among Ventas Realty, Limited Partnership and Ventas Capital Corporation, as Issuers, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee.
|
| Incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K, filed on December 13, 2012. |
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| 4.10 |
| Ninth Supplemental Indenture dated as of March 7, 2013 by and among Ventas Realty, Limited Partnership and Ventas Capital Corporation, as Issuers, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee.
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| Incorporated by reference to Exhibit 4.2 to our Registration Statement on Form 8-A, filed on March 7, 2013. |
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Exhibit Number | | Description of Document | | Location of Document |
| 4.11 |
| Tenth Supplemental Indenture dated as of March 19, 2013 by and among Ventas Realty, Limited Partnership and Ventas Capital Corporation, as Issuers, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee.
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| Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K, filed on March 19, 2013. |
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| 4.12 |
| Indenture dated as of September 26, 2013 by and among Ventas, Inc., Ventas Realty, Limited Partnership, as Issuer, the Guarantors named therein, as Guarantors, and U.S. Bank National Association, as Trustee.
|
| Incorporated by reference to Exhibit 4.7 to our Registration Statement on Form S-3, filed on April 2, 2012, File No. 333-180521. |
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| 4.13 |
| First Supplemental Indenture dated as of September 26, 2013 by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee.
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| Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K, filed on September 26, 2013. |
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| 4.14 |
| Second Supplemental Indenture dated as of September 26, 2013 by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee.
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| Incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K, filed on September 26, 2013. |
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| 4.15 |
| Indenture dated as of August 19, 1997 by and between Nationwide Health Properties, Inc. and The Bank of New York, as Trustee. |
| Incorporated by reference to Exhibit 4.1 to the Nationwide Health Properties, Inc. Registration Statement on Form S-3, filed on July 25, 1997, File No. 333-32135. |
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| 4.16 |
| Indenture dated as of January 13, 1999 by and between Nationwide Health Properties, Inc. and Chase Manhattan Bank and Trust Company, National Association, as Trustee. |
| Incorporated by reference to Exhibit 4.1 to the Nationwide Health Properties, Inc. Registration Statement on Form S-3, filed on January 15, 1999, File No. 333-70707. |
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| 4.17 |
| First Supplemental Indenture dated as of May 18, 2005 by and between Nationwide Health Properties, Inc. and J.P. Morgan Trust Company, National Association, as Trustee. |
| Incorporated by reference to Exhibit 4.1 to the Nationwide Health Properties, Inc. Current Report on Form 8-K, filed on May 11, 2005, File No. 001-09028. |
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| 10.1 |
| First Amended and Restated Agreement of Limited Partnership of Ventas Realty, Limited Partnership. |
| Incorporated by reference to Exhibit 3.5 to our Registration Statement on Form S-4, as amended, File No. 333-89312. |
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| 10.2.1 |
| Form of Property Lease Agreement with respect to the Brookdale properties. |
| Incorporated by reference to Exhibit 10.13 to Amendment No. 2 to Provident Senior Living Trust’s Registration Statement on Form S-11, filed on January 18, 2005, File No. 333-120206. |
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| 10.2.2 |
| Form of Lease Guaranty with respect to the Brookdale properties. |
| Incorporated by reference to Exhibit 10.16 to Amendment No. 2 to Provident Senior Living Trust’s Registration Statement on Form S-11, filed on January 18, 2005, File No. 333-120206. |
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| 10.2.3 |
| Schedule of Agreements Substantially Identical in All Material Respects to the agreements incorporated by reference as Exhibits 10.2.1 and 10.2.2 to this Annual Report on Form 10-K/A, pursuant to Instruction 2 to Item 601 of Regulation S-K. |
| Incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2005. |
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| 10.2.4.1 |
| Agreement Regarding Leases dated as of October 19, 2004 by and between Brookdale Provident Properties LLC and PSLT-BLC Properties Holdings, LLC. |
| Incorporated by reference to Exhibit 10.14 to Amendment No. 2 to Provident Senior Living Trust’s Registration Statement on Form S-11, filed on January 18, 2005, File No. 333-120206. |
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| | | | |
Exhibit Number | | Description of Document | | Location of Document |
| 10.2.4.2 |
| Letter Agreement dated March 28, 2005 by and among Brookdale Provident Properties LLC, PSLT-BLC Properties Holdings, LLC and Ventas Provident, LLC (successor to Provident Senior Living Trust). |
| Incorporated by reference to Exhibit 10.19 to Amendment No. 4 to Provident Senior Living Trust’s Registration Statement on Form S-11, filed on April 11, 2005, File No. 333-120206. |
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| 10.2.4.3 |
| Letter Agreement dated April 4, 2008 by and between Brookdale Provident Properties LLC and PSLT-BLC Properties Holdings, LLC. |
| Incorporated by reference to Exhibit 10.2.4.3 to our Annual Report on Form 10-K for the year ended December 31, 2009. |
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| 10.2.4.4 |
| First Amendment to Agreement Regarding Leases dated as of February 11, 2009 by and between PSLT-BLC Properties Holdings, LLC, Brookdale Provident Properties LLC, Brookdale Provident Management LLC and Ventas Provident, LLC. |
| Incorporated by reference to Exhibit 10.2.4.3 to our Annual Report on Form 10-K for the year ended December 31, 2008. |
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| 10.2.4.5 |
| Second Amendment to Agreement Regarding Leases dated as of March 2, 2009 by and between PSLT-BLC Properties Holdings, LLC and Brookdale Provident Properties LLC, et al. |
| Incorporated by reference to Exhibit 10.2.4.5 to our Annual Report on Form 10-K for the year ended December 31, 2009. |
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| 10.2.4.6 |
| Third Amendment to Agreement Regarding Leases dated as of November 6, 2009 by and between PSLT-BLC Properties Holdings, LLC and Brookdale Provident Properties LLC, et al. |
| Incorporated by reference to Exhibit 10.2.4.6 to our Annual Report on Form 10-K for the year ended December 31, 2009. |
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| 10.2.4.7 |
| Guaranty of Agreement Regarding Leases dated as of October 19, 2004 by Brookdale Living Communities, Inc. in favor of PSLT-BLC Properties Holdings, LLC. |
| Incorporated by reference to Exhibit 10.15 to Amendment No. 2 to Provident Senior Living Trust’s Registration Statement on Form S-11, filed on January 18, 2005, File No. 333-120206. |
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| 10.2.5 |
| Guaranty dated as of February 11, 2009 by Brookdale Senior Living Inc., for the benefit of the landlords with respect to the Brookdale and Alterra properties, PSLT-BLC Properties Holdings, LLC and PSLT-ALS Properties Holdings, LLC. |
| Incorporated by reference to Exhibit 10.2.9 to our Annual Report on Form 10-K for the year ended December 31, 2009. |
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| 10.3 |
| Amended and Restated Credit and Guaranty Agreement, dated as of December 9, 2013, among Ventas Realty, Limited Partnership, Ventas SSL Ontario II, Inc. and Ventas SSL Ontario III, Inc., as Borrowers, Ventas, Inc., as Guarantor, the Lenders identified therein, and Bank of America, N.A., as Administrative Agent, Swing Line Lender, L/C Issuer and Alternative Currency Fronting Lender. |
| Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on December 9, 2013. |
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| 10.4* |
| Ventas, Inc. 2004 Stock Plan for Directors, as amended. |
| Incorporated by reference to Exhibit 10.16.1 to our Annual Report on Form 10-K for the year ended December 31, 2004. |
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| 10.5.1* |
| Ventas, Inc. 2006 Incentive Plan, as amended. |
| Incorporated by reference to Exhibit 10.10.1 to our Annual Report on Form 10-K for the year ended December 31, 2008. |
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|
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| 10.5.2* |
| Form of Stock Option Agreement—2006 Incentive Plan. |
| Incorporated by reference to Exhibit 10.15.2 to our Annual Report on Form 10-K for the year ended December 31, 2006. |
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| |
| |
| 10.5.3* |
| Form of Restricted Stock Agreement—2006 Incentive Plan. |
| Incorporated by reference to Exhibit 10.15.3 to our Annual Report on Form 10-K for the year ended December 31, 2006. |
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|
|
| 10.6.1* |
| Ventas, Inc. 2006 Stock Plan for Directors, as amended. |
| Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012. |
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| |
| |
| 10.6.2* |
| Form of Stock Option Agreement—2006 Stock Plan for Directors. |
| Incorporated by reference to Exhibit 10.11.2 to our Annual Report on Form 10-K for the year ended December 31, 2008. |
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| | | | |
Exhibit Number | | Description of Document | | Location of Document |
| 10.6.3* |
| Form of Amendment to Stock Option Agreement—2006 Stock Plan for Directors. |
| Incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012. |
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|
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| 10.6.4* |
| Form of Restricted Stock Unit Agreement—2006 Stock Plan for Directors. |
| Incorporated by reference to Exhibit 10.11.4 to our Annual Report on Form 10-K for the year ended December 31, 2008. |
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| 10.7.1* |
| Ventas, Inc. 2012 Incentive Plan. |
| Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on May 23, 2012. |
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|
|
| 10.7.2* |
| Form of Stock Option Agreement (Employees) under the Ventas, Inc. 2012 Incentive Plan. |
| Incorporated by reference to Exhibit 10.2 to our Registration Form on S-8, filed on August 7, 2012, File No. 333-183121. |
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| 10.7.3* |
| Form of Restricted Stock Agreement (Employees) under the Ventas, Inc. 2012 Incentive Plan. |
| Incorporated by reference to Exhibit 10.3 to our Registration Form on S-8, filed on August 7, 2012, File No. 333-183121. |
|
|
|
|
|
| 10.7.4* |
| Form of Stock Option Agreement (Directors) under the Ventas, Inc. 2012 Incentive Plan. |
| Incorporated by reference to Exhibit 10.4 to our Registration Form on S-8, filed on August 7, 2012, File No. 333-183121. |
|
|
|
|
|
| 10.7.5* |
| Form of Restricted Stock Agreement (Directors) under the Ventas, Inc. 2012 Incentive Plan. |
| Incorporated by reference to Exhibit 10.5 to our Registration Form on S-8, filed on August 7, 2012, File No. 333-183121. |
|
|
|
|
|
| 10.7.6* |
| Form of Restricted Stock Unit Agreement (Directors) under the Ventas, Inc. 2012 Incentive Plan. |
| Incorporated by reference to Exhibit 10.6 to our Registration Form on S-8, filed on August 7, 2012, File No. 333-183121. |
|
|
|
|
|
| 10.8.1* |
| Ventas Executive Deferred Stock Compensation Plan, as amended. |
| Incorporated by reference to Exhibit 10.12.1 to our Annual Report on Form 10-K for the year ended December 31, 2008. |
|
|
|
|
|
| 10.8.2* |
| Deferral Election Form under the Ventas Executive Deferred Stock Compensation Plan. |
| Incorporated by reference to Exhibit 10.12.2 to our Annual Report on Form 10-K for the year ended December 31, 2008. |
| | |
| |
| 10.9.1* |
| Ventas Nonemployee Directors’ Deferred Stock Compensation Plan, as amended. |
| Incorporated by reference to Exhibit 10.13.1 to our Annual Report on Form 10-K for the year ended December 31, 2008. |
|
|
|
|
|
| 10.9.2* |
| Deferral Election Form under the Ventas Nonemployee Directors’ Deferred Stock Compensation Plan. |
| Incorporated by reference to Exhibit 10.13.2 to our Annual Report on Form 10-K fir the year ended December 31, 2008. |
| | |
| |
| 10.10.1* |
| Nationwide Health Properties, Inc. 2005 Performance Incentive Plan. |
| Incorporated by reference to Appendix B to the Nationwide Health Properties, Inc. definitive Proxy Statement for the 2005 Annual Meeting, filed on March 24, 2005, File No. 001-09028. |
|
|
|
|
|
| 10.10.2* |
| First Amendment to the Nationwide Health Properties, Inc. 2005 Performance Incentive Plan, dated October 28, 2008. |
| Incorporated by reference to Exhibit 10.1 to the Nationwide Health Properties, Inc. Current Report on Form 8-K, filed on November 3, 2008, File No. 001-09028. |
| | |
| |
| 10.11.1* |
| Nationwide Health Properties, Inc. Retirement Plan for Directors, as amended and restated on April 20, 2006. |
| Incorporated by reference to Exhibit 10.1 to the Nationwide Health Properties, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, File No. 001-09028. |
| | |
| |
| 10.11.2* |
| Amendment to the Nationwide Health Properties, Inc. Retirement Plan for Directors, as amended and restated on April 20, 2006. |
| Incorporated by reference to Exhibit 10.9 to the Nationwide Health Properties, Inc. Current Report on Form 8-K, filed on November 3, 2008, File No. 001-09028. |
|
|
|
|
|
|
| | | | |
Exhibit Number | | Description of Document | | Location of Document |
| 10.12* |
| Amended and Restated Deferred Compensation Plan of Nationwide Health Properties, Inc. dated October 28, 2008. |
| Incorporated by reference to Exhibit 10.6 to the Nationwide Health Properties, Inc. Current Report on Form 8-K, filed on November 3, 2008, File No. 001-09028. |
| | |
| |
| 10.13* |
| Second Amended and Restated Employment Agreement dated as of March 22, 2011 between Ventas, Inc. and Debra A. Cafaro. |
| Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on March 24, 2011. |
| | |
| |
| 10.14.1* |
| Employment Agreement dated as of July 31, 1998 between Ventas, Inc. and T. Richard Riney. |
| Incorporated by reference to Exhibit 10.15.2.1 to our Annual Report on Form 10-K for the year ended December 31, 2002. |
| | |
| |
| 10.14.2* |
| Amendment dated as of September 30, 1999 to Employment Agreement between Ventas, Inc. and T. Richard Riney. |
| Incorporated by reference to Exhibit 10.15.2.2 to our Annual Report on Form 10-K for the year ended December 31, 2002. |
|
|
|
|
|
| 10.14.3* |
| Amendment dated as of March 19, 2007 to Employment Agreement between Ventas, Inc. and T. Richard Riney. |
| Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on March 23, 2007. |
|
|
|
|
|
| 10.14.4* |
| Amendment dated as of December 31, 2008 to Employment Agreement between Ventas, Inc. and T. Richard Riney. |
| Incorporated by reference to Exhibit 10.15.4 to our Annual Report on Form 10-K for the year ended December 31, 2008. |
|
|
|
|
|
| 10.14.5* |
| Amended and Restated Change-in-Control Severance Agreement dated as of March 22, 2011 between Ventas, Inc. and T. Richard Riney. |
| Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K, filed on March 24, 2011. |
| | |
| |
| 10.15.1* |
| Amended and Restated Employment Agreement dated as of December 31, 2004 between Ventas, Inc. and Richard A. Schweinhart. |
| Incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed on January 6, 2005. |
| | |
| |
| 10.15.2* |
| Amendment dated as of March 19, 2007 to Amended and Restated Employment Agreement between Ventas, Inc. and Richard A. Schweinhart. |
| Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K, filed on March 23, 2007. |
| | |
| |
| 10.15.3* |
| Amendment dated as of December 31, 2008 to Amended and Restated Employment Agreement between Ventas, Inc. and Richard A. Schweinhart. |
| Incorporated by reference to Exhibit 10.16.3 to our Annual Report on Form 10-K for the year ended December 31, 2008. |
|
|
|
|
|
| 10.16.1* |
| Employment Agreement dated as of September 18, 2002 between Ventas, Inc. and Raymond J. Lewis. |
| Incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2002. |
| | |
| |
| 10.16.2* |
| Amendment dated as of March 19, 2007 to Employment Agreement between Ventas, Inc. and Raymond J. Lewis. |
| Incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K, filed on March 23, 2007. |
| | |
| |
| 10.16.3* |
| Amendment dated as of December 31, 2008 to Employment Agreement between Ventas, Inc. and Raymond J. Lewis. |
| Incorporated by reference to Exhibit 10.17.3 to our Annual Report on Form 10-K for the year ended December 31, 2008. |
|
|
|
|
|
| 10.17* |
| Employment Agreement dated as of June 22, 2010 between Ventas, Inc. and Todd W. Lillibridge. |
| Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2010. |
| | |
| |
| 10.18* |
| Employee Protection and Noncompetition Agreement dated as of October 21, 2013 between Ventas, Inc. and John D. Cobb. |
| Incorporated by reference to Exhibit 10.18 to our Annual Report on Form 10-K for the year ended December 31, 2013. |
|
|
|
|
|
| 10.19* |
| Letter Agreement dated as of June 30, 2011 between Ventas, Inc. and Douglas M. Pasquale. |
| Incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K, filed on July 11, 2011. |
|
|
|
|
|
| 10.20* |
| Ventas Employee and Director Stock Purchase Plan, as amended. |
| Incorporated by reference to Exhibit 10.18 to our Annual Report on Form 10-K for the year ended December 31, 2008. |
| | |
| |
| 12 | | Statement Regarding Computation of Ratios of Earnings to Fixed Charges. |
| Incorporated by reference to Exhibit 12 to our Annual Report on Form 10-K for the year ended December 31, 2013. |
|
|
|
|
|
|
| | | | |
Exhibit Number | | Description of Document | | Location of Document |
| 21 |
| Subsidiaries of Ventas, Inc. |
| Incorporated by reference to Exhibit 21 to our Annual Report on Form 10-K for the year ended December 31, 2013.
|
|
| |
| |
| 23.1 |
| Consent of KPMG LLP. |
| Filed herewith. |
|
|
|
|
|
| 23.2 | | Consent of Ernst & Young LLP. | | Filed herewith. |
| | | | | |
| 31.1 |
| Certification of Debra A. Cafaro, Chairman and Chief Executive Officer, pursuant to Rule 13a-14(a) under the Exchange Act. |
| Filed herewith. |
|
|
|
|
|
| 31.2 |
| Certification of Richard A. Schweinhart, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(a) under the Exchange Act. |
| Filed herewith. |
|
|
|
|
|
| 32.1 |
| Certification of Debra A. Cafaro, Chairman and Chief Executive Officer, pursuant to Rule 13a-14(b) under the Exchange Act and 18 U.S.C. 1350. |
| Filed herewith. |
|
|
|
|
|
| 32.2 |
| Certification of Richard A. Schweinhart, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(b) under the Exchange Act and 18 U.S.C. 1350. |
| Filed herewith. |
|
|
|
|
|
| 101 |
| Interactive Data File. |
| Filed herewith. |
________________________
* Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: September 4, 2014
|
| | | |
| | | VENTAS, INC. |
| | | | |
| | | By: | /s/ Richard A. Schweinhart |
| | | | Richard A. Schweinhart
Executive Vice President and Chief Financial Officer |
EXHIBIT INDEX
|
| | | | |
Exhibit Number | | Description of Document | | Location of Document |
| 3.1 |
| Amended and Restated Certificate of Incorporation, as amended, of Ventas, Inc. |
| Incorporated by reference to Exhibit 3.1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2011. |
|
| |
| |
| 3.2 |
| Fourth Amended and Restated Bylaws, as amended, of Ventas, Inc. |
| Incorporated by reference to Exhibit 3.2 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2011. |
|
| |
| |
| 4.1 |
| Specimen common stock certificate. |
| Incorporated by reference to Exhibit 4.1 to our Annual Report on Form 10-K for the year ended December 31, 2012. |
|
| |
| |
| 4.2 |
| Ventas, Inc. Distribution Reinvestment and Stock Purchase Plan. |
| Incorporated by reference to the Prospectus included in our Registration Statement on Form S-3, filed on November 25, 2011, File No. 333-178185. |
|
|
|
|
|
| 4.3 |
| Indenture dated as of September 19, 2006 by and among Ventas, Inc., Ventas Realty, Limited Partnership and Ventas Capital Corporation, as Issuer(s), the Guarantors named therein, as Guarantors, and U.S. Bank National Association, as Trustee.
|
| Incorporated by reference to Exhibit 4.9 to our Registration Statement on Form S-3, filed on April 7, 2006, File No. 333-133115. |
|
|
|
|
|
| 4.4 |
| Third Supplemental Indenture dated as of November 16, 2010 by and among Ventas Realty, Limited Partnership and Ventas Capital Corporation, as Issuers, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee. |
| Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K, filed on November 18, 2010. |
|
|
|
|
|
| 4.5 |
| Fourth Supplemental Indenture dated as of May 17, 2011 by and among Ventas Realty, Limited Partnership and Ventas Capital Corporation, as Issuers, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee.
|
| Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K, filed on May 20, 2011. |
|
|
|
|
|
| 4.6 |
| Fifth Supplemental Indenture dated as of February 10, 2012 by and among Ventas Realty, Limited Partnership and Ventas Capital Corporation, as Issuers, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee.
|
| Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K, filed on February 14, 2012. |
|
|
|
|
|
| 4.7 |
| Sixth Supplemental Indenture dated as of April 17, 2012 by and among Ventas Realty, Limited Partnership and Ventas Capital Corporation, as Issuers, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee.
|
| Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K, filed on April 18, 2012. |
|
|
|
|
|
| 4.8 |
| Seventh Supplemental Indenture dated as of August 3, 2012 by and among Ventas Realty, Limited Partnership and Ventas Capital Corporation, as Issuers, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee.
|
| Incorporated by reference to Exhibit 4.1 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2012. |
|
|
|
|
|
| 4.9 |
| Eighth Supplemental Indenture dated as of December 13, 2012 by and among Ventas Realty, Limited Partnership and Ventas Capital Corporation, as Issuers, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee.
|
| Incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K, filed on December 13, 2012. |
|
|
|
|
|
| 4.10 |
| Ninth Supplemental Indenture dated as of March 7, 2013 by and among Ventas Realty, Limited Partnership and Ventas Capital Corporation, as Issuers, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee.
|
| Incorporated by reference to Exhibit 4.2 to our Registration Statement on Form 8-A, filed on March 7, 2013. |
|
|
|
|
|
|
| | | | |
Exhibit Number | | Description of Document | | Location of Document |
| 4.11 |
| Tenth Supplemental Indenture dated as of March 19, 2013 by and among Ventas Realty, Limited Partnership and Ventas Capital Corporation, as Issuers, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee.
|
| Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K, filed on March 19, 2013. |
|
|
|
|
|
| 4.12 |
| Indenture dated as of September 26, 2013 by and among Ventas, Inc., Ventas Realty, Limited Partnership, as Issuer, the Guarantors named therein, as Guarantors, and U.S. Bank National Association, as Trustee.
|
| Incorporated by reference to Exhibit 4.7 to our Registration Statement on Form S-3, filed on April 2, 2012, File No. 333-180521. |
|
|
|
|
|
| 4.13 |
| First Supplemental Indenture dated as of September 26, 2013 by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee.
|
| Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K, filed on September 26, 2013. |
|
|
|
|
|
| 4.14 |
| Second Supplemental Indenture dated as of September 26, 2013 by and among Ventas Realty, Limited Partnership, as Issuer, Ventas, Inc., as Guarantor, and U.S. Bank National Association, as Trustee.
|
| Incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K, filed on September 26, 2013. |
|
|
|
|
|
| 4.15 |
| Indenture dated as of August 19, 1997 by and between Nationwide Health Properties, Inc. and The Bank of New York, as Trustee. |
| Incorporated by reference to Exhibit 4.1 to the Nationwide Health Properties, Inc. Registration Statement on Form S-3, filed on July 25, 1997, File No. 333-32135. |
|
|
|
|
|
| 4.16 |
| Indenture dated as of January 13, 1999 by and between Nationwide Health Properties, Inc. and Chase Manhattan Bank and Trust Company, National Association, as Trustee. |
| Incorporated by reference to Exhibit 4.1 to the Nationwide Health Properties, Inc. Registration Statement on Form S-3, filed on January 15, 1999, File No. 333-70707. |
|
|
|
|
|
| 4.17 |
| First Supplemental Indenture dated as of May 18, 2005 by and between Nationwide Health Properties, Inc. and J.P. Morgan Trust Company, National Association, as Trustee. |
| Incorporated by reference to Exhibit 4.1 to the Nationwide Health Properties, Inc. Current Report on Form 8-K, filed on May 11, 2005, File No. 001-09028. |
|
|
|
|
|
| 10.1 |
| First Amended and Restated Agreement of Limited Partnership of Ventas Realty, Limited Partnership. |
| Incorporated by reference to Exhibit 3.5 to our Registration Statement on Form S-4, as amended, File No. 333-89312. |
|
|
|
|
|
| 10.2.1 |
| Form of Property Lease Agreement with respect to the Brookdale properties. |
| Incorporated by reference to Exhibit 10.13 to Amendment No. 2 to Provident Senior Living Trust’s Registration Statement on Form S-11, filed on January 18, 2005, File No. 333-120206. |
|
|
|
|
|
| 10.2.2 |
| Form of Lease Guaranty with respect to the Brookdale properties. |
| Incorporated by reference to Exhibit 10.16 to Amendment No. 2 to Provident Senior Living Trust’s Registration Statement on Form S-11, filed on January 18, 2005, File No. 333-120206. |
|
|
|
|
|
| 10.2.3 |
| Schedule of Agreements Substantially Identical in All Material Respects to the agreements incorporated by reference as Exhibits 10.2.1 and 10.2.2 to this Annual Report on Form 10-K/A, pursuant to Instruction 2 to Item 601 of Regulation S-K. |
| Incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2005. |
|
|
|
|
|
| 10.2.4.1 |
| Agreement Regarding Leases dated as of October 19, 2004 by and between Brookdale Provident Properties LLC and PSLT-BLC Properties Holdings, LLC. |
| Incorporated by reference to Exhibit 10.14 to Amendment No. 2 to Provident Senior Living Trust’s Registration Statement on Form S-11, filed on January 18, 2005, File No. 333-120206. |
|
|
|
|
|
|
| | | | |
Exhibit Number | | Description of Document | | Location of Document |
| 10.2.4.2 |
| Letter Agreement dated March 28, 2005 by and among Brookdale Provident Properties LLC, PSLT-BLC Properties Holdings, LLC and Ventas Provident, LLC (successor to Provident Senior Living Trust). |
| Incorporated by reference to Exhibit 10.19 to Amendment No. 4 to Provident Senior Living Trust’s Registration Statement on Form S-11, filed on April 11, 2005, File No. 333-120206. |
|
|
|
|
|
| 10.2.4.3 |
| Letter Agreement dated April 4, 2008 by and between Brookdale Provident Properties LLC and PSLT-BLC Properties Holdings, LLC. |
| Incorporated by reference to Exhibit 10.2.4.3 to our Annual Report on Form 10-K for the year ended December 31, 2009. |
|
|
|
|
|
| 10.2.4.4 |
| First Amendment to Agreement Regarding Leases dated as of February 11, 2009 by and between PSLT-BLC Properties Holdings, LLC, Brookdale Provident Properties LLC, Brookdale Provident Management LLC and Ventas Provident, LLC. |
| Incorporated by reference to Exhibit 10.2.4.3 to our Annual Report on Form 10-K for the year ended December 31, 2008. |
|
|
|
|
|
| 10.2.4.5 |
| Second Amendment to Agreement Regarding Leases dated as of March 2, 2009 by and between PSLT-BLC Properties Holdings, LLC and Brookdale Provident Properties LLC, et al. |
| Incorporated by reference to Exhibit 10.2.4.5 to our Annual Report on Form 10-K for the year ended December 31, 2009. |
|
|
|
|
|
| 10.2.4.6 |
| Third Amendment to Agreement Regarding Leases dated as of November 6, 2009 by and between PSLT-BLC Properties Holdings, LLC and Brookdale Provident Properties LLC, et al. |
| Incorporated by reference to Exhibit 10.2.4.6 to our Annual Report on Form 10-K for the year ended December 31, 2009. |
|
|
|
|
|
| 10.2.4.7 |
| Guaranty of Agreement Regarding Leases dated as of October 19, 2004 by Brookdale Living Communities, Inc. in favor of PSLT-BLC Properties Holdings, LLC. |
| Incorporated by reference to Exhibit 10.15 to Amendment No. 2 to Provident Senior Living Trust’s Registration Statement on Form S-11, filed on January 18, 2005, File No. 333-120206. |
|
|
|
|
|
| 10.2.5 |
| Guaranty dated as of February 11, 2009 by Brookdale Senior Living Inc., for the benefit of the landlords with respect to the Brookdale and Alterra properties, PSLT-BLC Properties Holdings, LLC and PSLT-ALS Properties Holdings, LLC. |
| Incorporated by reference to Exhibit 10.2.9 to our Annual Report on Form 10-K for the year ended December 31, 2009. |
|
|
|
|
|
| 10.3 |
| Amended and Restated Credit and Guaranty Agreement, dated as of December 9, 2013, among Ventas Realty, Limited Partnership, Ventas SSL Ontario II, Inc. and Ventas SSL Ontario III, Inc., as Borrowers, Ventas, Inc., as Guarantor, the Lenders identified therein, and Bank of America, N.A., as Administrative Agent, Swing Line Lender, L/C Issuer and Alternative Currency Fronting Lender. |
| Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on December 9, 2013. |
|
|
|
|
|
| 10.4* |
| Ventas, Inc. 2004 Stock Plan for Directors, as amended. |
| Incorporated by reference to Exhibit 10.16.1 to our Annual Report on Form 10-K for the year ended December 31, 2004. |
|
|
|
|
|
| 10.5.1* |
| Ventas, Inc. 2006 Incentive Plan, as amended. |
| Incorporated by reference to Exhibit 10.10.1 to our Annual Report on Form 10-K for the year ended December 31, 2008. |
|
|
|
|
|
| 10.5.2* |
| Form of Stock Option Agreement—2006 Incentive Plan. |
| Incorporated by reference to Exhibit 10.15.2 to our Annual Report on Form 10-K for the year ended December 31, 2006. |
|
| |
| |
| 10.5.3* |
| Form of Restricted Stock Agreement—2006 Incentive Plan. |
| Incorporated by reference to Exhibit 10.15.3 to our Annual Report on Form 10-K for the year ended December 31, 2006. |
|
|
|
|
|
| 10.6.1* |
| Ventas, Inc. 2006 Stock Plan for Directors, as amended. |
| Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012. |
|
| |
| |
|
| | | | |
Exhibit Number | | Description of Document | | Location of Document |
| 10.6.2* |
| Form of Stock Option Agreement—2006 Stock Plan for Directors. |
| Incorporated by reference to Exhibit 10.11.2 to our Annual Report on Form 10-K for the year ended December 31, 2008. |
|
|
|
|
|
| 10.6.3* |
| Form of Amendment to Stock Option Agreement—2006 Stock Plan for Directors. |
| Incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012. |
|
|
|
|
|
| 10.6.4* |
| Form of Restricted Stock Unit Agreement—2006 Stock Plan for Directors. |
| Incorporated by reference to Exhibit 10.11.4 to our Annual Report on Form 10-K for the year ended December 31, 2008. |
|
|
|
|
|
| 10.7.1* |
| Ventas, Inc. 2012 Incentive Plan. |
| Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on May 23, 2012. |
|
|
|
|
|
| 10.7.2* |
| Form of Stock Option Agreement (Employees) under the Ventas, Inc. 2012 Incentive Plan. |
| Incorporated by reference to Exhibit 10.2 to our Registration Form on S-8, filed on August 7, 2012, File No. 333-183121. |
|
|
|
|
|
| 10.7.3* |
| Form of Restricted Stock Agreement (Employees) under the Ventas, Inc. 2012 Incentive Plan. |
| Incorporated by reference to Exhibit 10.3 to our Registration Form on S-8, filed on August 7, 2012, File No. 333-183121. |
|
|
|
|
|
| 10.7.4* |
| Form of Stock Option Agreement (Directors) under the Ventas, Inc. 2012 Incentive Plan. |
| Incorporated by reference to Exhibit 10.4 to our Registration Form on S-8, filed on August 7, 2012, File No. 333-183121. |
|
|
|
|
|
| 10.7.5* |
| Form of Restricted Stock Agreement (Directors) under the Ventas, Inc. 2012 Incentive Plan. |
| Incorporated by reference to Exhibit 10.5 to our Registration Form on S-8, filed on August 7, 2012, File No. 333-183121. |
|
|
|
|
|
| 10.7.6* |
| Form of Restricted Stock Unit Agreement (Directors) under the Ventas, Inc. 2012 Incentive Plan. |
| Incorporated by reference to Exhibit 10.6 to our Registration Form on S-8, filed on August 7, 2012, File No. 333-183121. |
|
|
|
|
|
| 10.8.1* |
| Ventas Executive Deferred Stock Compensation Plan, as amended. |
| Incorporated by reference to Exhibit 10.12.1 to our Annual Report on Form 10-K for the year ended December 31, 2008. |
|
|
|
|
|
| 10.8.2* |
| Deferral Election Form under the Ventas Executive Deferred Stock Compensation Plan. |
| Incorporated by reference to Exhibit 10.12.2 to our Annual Report on Form 10-K for the year ended December 31, 2008. |
| | |
| |
| 10.9.1* |
| Ventas Nonemployee Directors’ Deferred Stock Compensation Plan, as amended. |
| Incorporated by reference to Exhibit 10.13.1 to our Annual Report on Form 10-K for the year ended December 31, 2008. |
|
|
|
|
|
| 10.9.2* |
| Deferral Election Form under the Ventas Nonemployee Directors’ Deferred Stock Compensation Plan. |
| Incorporated by reference to Exhibit 10.13.2 to our Annual Report on Form 10-K fir the year ended December 31, 2008. |
| | |
| |
| 10.10.1* |
| Nationwide Health Properties, Inc. 2005 Performance Incentive Plan. |
| Incorporated by reference to Appendix B to the Nationwide Health Properties, Inc. definitive Proxy Statement for the 2005 Annual Meeting, filed on March 24, 2005, File No. 001-09028. |
|
|
|
|
|
| 10.10.2* |
| First Amendment to the Nationwide Health Properties, Inc. 2005 Performance Incentive Plan, dated October 28, 2008. |
| Incorporated by reference to Exhibit 10.1 to the Nationwide Health Properties, Inc. Current Report on Form 8-K, filed on November 3, 2008, File No. 001-09028. |
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| 10.11.1* |
| Nationwide Health Properties, Inc. Retirement Plan for Directors, as amended and restated on April 20, 2006. |
| Incorporated by reference to Exhibit 10.1 to the Nationwide Health Properties, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, File No. 001-09028. |
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Exhibit Number | | Description of Document | | Location of Document |
| 10.11.2* |
| Amendment to the Nationwide Health Properties, Inc. Retirement Plan for Directors, as amended and restated on April 20, 2006. |
| Incorporated by reference to Exhibit 10.9 to the Nationwide Health Properties, Inc. Current Report on Form 8-K, filed on November 3, 2008, File No. 001-09028. |
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| 10.12* |
| Amended and Restated Deferred Compensation Plan of Nationwide Health Properties, Inc. dated October 28, 2008. |
| Incorporated by reference to Exhibit 10.6 to the Nationwide Health Properties, Inc. Current Report on Form 8-K, filed on November 3, 2008, File No. 001-09028. |
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| 10.13* |
| Second Amended and Restated Employment Agreement dated as of March 22, 2011 between Ventas, Inc. and Debra A. Cafaro. |
| Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on March 24, 2011. |
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| 10.14.1* |
| Employment Agreement dated as of July 31, 1998 between Ventas, Inc. and T. Richard Riney. |
| Incorporated by reference to Exhibit 10.15.2.1 to our Annual Report on Form 10-K for the year ended December 31, 2002. |
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| 10.14.2* |
| Amendment dated as of September 30, 1999 to Employment Agreement between Ventas, Inc. and T. Richard Riney. |
| Incorporated by reference to Exhibit 10.15.2.2 to our Annual Report on Form 10-K for the year ended December 31, 2002. |
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| 10.14.3* |
| Amendment dated as of March 19, 2007 to Employment Agreement between Ventas, Inc. and T. Richard Riney. |
| Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on March 23, 2007. |
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| 10.14.4* |
| Amendment dated as of December 31, 2008 to Employment Agreement between Ventas, Inc. and T. Richard Riney. |
| Incorporated by reference to Exhibit 10.15.4 to our Annual Report on Form 10-K for the year ended December 31, 2008. |
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| 10.14.5* |
| Amended and Restated Change-in-Control Severance Agreement dated as of March 22, 2011 between Ventas, Inc. and T. Richard Riney. |
| Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K, filed on March 24, 2011. |
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| 10.15.1* |
| Amended and Restated Employment Agreement dated as of December 31, 2004 between Ventas, Inc. and Richard A. Schweinhart. |
| Incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed on January 6, 2005. |
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| 10.15.2* |
| Amendment dated as of March 19, 2007 to Amended and Restated Employment Agreement between Ventas, Inc. and Richard A. Schweinhart. |
| Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K, filed on March 23, 2007. |
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| 10.15.3* |
| Amendment dated as of December 31, 2008 to Amended and Restated Employment Agreement between Ventas, Inc. and Richard A. Schweinhart. |
| Incorporated by reference to Exhibit 10.16.3 to our Annual Report on Form 10-K for the year ended December 31, 2008. |
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| 10.16.1* |
| Employment Agreement dated as of September 18, 2002 between Ventas, Inc. and Raymond J. Lewis. |
| Incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2002. |
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| 10.16.2* |
| Amendment dated as of March 19, 2007 to Employment Agreement between Ventas, Inc. and Raymond J. Lewis. |
| Incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K, filed on March 23, 2007. |
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| 10.16.3* |
| Amendment dated as of December 31, 2008 to Employment Agreement between Ventas, Inc. and Raymond J. Lewis. |
| Incorporated by reference to Exhibit 10.17.3 to our Annual Report on Form 10-K for the year ended December 31, 2008. |
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| 10.17* |
| Employment Agreement dated as of June 22, 2010 between Ventas, Inc. and Todd W. Lillibridge. |
| Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2010. |
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| 10.18* |
| Employee Protection and Noncompetition Agreement dated as of October 21, 2013 between Ventas, Inc. and John D. Cobb. |
| Incorporated by reference to Exhibit 10.18 to our Annual Report on Form 10-K for the year ended December 31, 2013. |
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| 10.19* |
| Letter Agreement dated as of June 30, 2011 between Ventas, Inc. and Douglas M. Pasquale. |
| Incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K, filed on July 11, 2011. |
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Exhibit Number | | Description of Document | | Location of Document |
| 10.20* |
| Ventas Employee and Director Stock Purchase Plan, as amended. |
| Incorporated by reference to Exhibit 10.18 to our Annual Report on Form 10-K for the year ended December 31, 2008. |
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| 12 | | Statement Regarding Computation of Ratios of Earnings to Fixed Charges. |
| Incorporated by reference to Exhibit 12 to our Annual Report on Form 10-K for the year ended December 31, 2013. |
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| 21 |
| Subsidiaries of Ventas, Inc. |
| Incorporated by reference to Exhibit 21 to our Annual Report on Form 10-K for the year ended December 31, 2013.
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| 23.1 |
| Consent of KPMG LLP. |
| Filed herewith. |
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| 23.2 | | Consent of Ernst & Young LLP. | | Filed herewith. |
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| 31.1 |
| Certification of Debra A. Cafaro, Chairman and Chief Executive Officer, pursuant to Rule 13a-14(a) under the Exchange Act. |
| Filed herewith. |
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| 31.2 |
| Certification of Richard A. Schweinhart, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(a) under the Exchange Act. |
| Filed herewith. |
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| 32.1 |
| Certification of Debra A. Cafaro, Chairman and Chief Executive Officer, pursuant to Rule 13a-14(b) under the Exchange Act and 18 U.S.C. 1350. |
| Filed herewith. |
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| 32.2 |
| Certification of Richard A. Schweinhart, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(b) under the Exchange Act and 18 U.S.C. 1350. |
| Filed herewith. |
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| 101 |
| Interactive Data File. |
| Filed herewith. |
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* Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K.
