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VTR · Ventas

33 filings

10-K

VTR 10-K Annual Reports

Ventas - 33 annual reports

Filing record · 2016–202610-K1110-Q348-K128

2025
Ventas Annual Report, Year Ended Dec 31, 2025
Ventas, Inc. (NYSE: VTR) reported net income attributable to common stockholders of $251.4 million for 2025, up from $81.2 million in 2024, while total NOI rose to $2.39 billion from $2.07 billion. The SHOP segment drove most of the growth: NOI of $1.18 billion (49.4% of total NOI) increased 36.7% year over year, reflecting higher occupancy and revenue per occupied room, acquisitions and conversions from the triple-net segment. Normalized FFO attributable to common stockholders was $1.61 billion in 2025 versus $1.33 billion in 2024. Management also expects senior housing to benefit from strong supply/demand fundamentals and cites the 80+ population anticipated to grow 28% through 2030. The company's balance sheet grew in 2025, with total assets of $27.59 billion and total debt principal of $13.10 billion, down from $13.62 billion. Equity issuance was substantial: equity forward sales agreements covered 46.2 million shares for $3.2 billion gross, and $1.1 billion in gross proceeds remained unsettled. Liquidity at year-end was $5.3 billion, including $3.5 billion of availability under the unsecured revolving credit facility. Subsequent to year-end, the company acquired 26 SHOP communities for $842.2 million in January and February 2026 and refinanced its term loan, extending the maturity to January 2031. Risks highlighted in the filing include concentration: Atria, Sunrise and Le Groupe Maurice manage a significant share of SHOP properties, and Ardent and Kindred are significant NNN tenants. Brookdale is expected to be a much smaller share of NNN in 2026. The filing also notes exposure to Medicaid funding changes under the OBBBA, interest rate sensitivity on $1.1 billion of variable rate debt, and an audit critical matter on impairment of senior housing operating portfolio real estate. KPMG issued an unqualified opinion on both the financial statements and internal control over financial reporting.
Feb 6, 2026
2024
Ventas Annual Report, Year Ended Dec 31, 2024
Ventas, Inc. (NYSE: VTR) is a real estate investment trust focused on senior housing, outpatient medical buildings, research centers, and healthcare facilities in North America and the United Kingdom. As of December 31, 2024, it owned or had investments in 1,387 properties, including 1,356 in its three reportable segments: senior housing operating portfolio (SHOP), outpatient medical and research portfolio (OM&R), and triple-net leased properties (NNN). Total NOI for 2024 was $2.07 billion, up from $1.93 billion in 2023, with SHOP NOI rising 21.8% to $866.4 million. Net income attributable to common stockholders was $81.2 million in 2024, compared with a loss of $40.97 million in 2023. Normalized FFO attributable to common stockholders was $1.33 billion, compared with $1.21 billion in 2023. The company raised $2.2 billion of gross equity proceeds from 37.3 million shares at an average price of $58.38, and it made $2.0 billion of investments, including 50 senior housing communities acquired for an aggregate purchase price of $1.9 billion. It reported $3.8 billion of liquidity as of December 31, 2024. Total debt outstanding was $13.6 billion, with a weighted average effective interest rate of 4.41% for 2024. Management reported that the company repaid $1.05 billion of 2025 maturities in January and February 2025. Key risks flagged in the filing include concentration among managers and tenants (Atria, Sunrise, Le Groupe Maurice, Brookdale, Ardent and Kindred), exposure to government funding changes (including a February 7, 2025 NIH indirect-cost guidance), interest rate exposure on variable-rate debt, and the REIT distribution requirements. The auditor KPMG LLP issued an unqualified opinion on both the financial statements and internal control over financial reporting, and management concluded internal control was effective as of December 31, 2024.
Feb 13, 2025
2023
Ventas Annual Report, Year Ended Dec 31, 2023
Ventas, Inc. (NYSE: VTR) is a healthcare REIT that reported 2023 total NOI of $1.93 billion across three reportable segments: senior housing operating portfolio (SHOP) at $711.4 million, outpatient medical and research at $576.9 million, and triple-net leased properties at $604.7 million. The portfolio comprises approximately 1,400 properties as of December 31, 2023, located primarily in North America and the United Kingdom. Total revenues rose to $4.50 billion in 2023 from $4.13 billion in 2022, driven largely by resident fees and services in the SHOP segment, but the company still reported a net loss attributable to common stockholders of $40.97 million, compared with a net loss of $47.45 million in 2022. Normalized FFO attributable to common stockholders was $1.21 billion in 2023, versus $1.21 billion in 2022, which included $54.2 million of HHS grants that did not recur in 2023. Management attributes the improvement excluding those grants to higher SHOP NOI from occupancy and revenue-per-occupied-room gains, partially offset by higher operating expenses and interest expense. The GAAP weighted average effective interest rate rose to 4.23% from 3.66%, and interest expense increased $106.6 million year over year. Total debt was $13.57 billion at December 31, 2023, and the company reported about $3.2 billion of liquidity. Concentration remains a key consideration. Atria Senior Living manages properties contributing 20.1% of total NOI, and Brookdale, Ardent and Kindred contribute 7.7%, 6.9% and 6.9%, respectively. The Kindred lease expires in April 2025 for Group 2, and the Brookdale lease expires December 31, 2025, with renewal decisions due in 2024. An activist investor nominated three director candidates in January 2024 for the 2024 annual meeting.
Feb 15, 2024
2022
Ventas Annual Report, Year Ended Dec 31, 2022
Ventas, Inc. (VTR) is a REIT operating at the intersection of healthcare and real estate, with approximately 1,300 properties as of December 31, 2022, across the United States, Canada and the United Kingdom. The company runs three reportable segments: triple-net leased properties, senior housing operating portfolio (SHOP), and office operations. For 2022, total revenues were $4,129,193 thousand, up from $3,828,007 thousand in 2021, and total NOI was $1,842,640 thousand, up 6.8% from $1,724,701 thousand. However, the company reported a net loss attributable to common stockholders of $(47,447) thousand for 2022, compared with net income of $49,008 thousand in 2021, driven largely by a $218.8 million gain on real estate dispositions in 2021 that did not recur at the same scale, along with higher interest expense and depreciation. Normalized FFO attributable to common stockholders was $1,206,971 thousand in 2022 versus $1,118,576 thousand in 2021, and the SHOP segment drove much of the NOI growth, with SHOP NOI rising 41.3% to $647,466 thousand, aided by the acquisition of over 100 independent living communities from New Senior Investment Inc. in September 2021 and higher government grants. The triple-net segment NOI declined 8.7% to $582,853 thousand, reflecting transitions of communities to the SHOP portfolio and sales. Liquidity was approximately $2.4 billion at year-end, and total outstanding debt principal was $12,361,244 thousand. Management highlighted a $20.0 million allowance on the $486.1 million Santerre Mezzanine Loan, whose borrower's collateral performance has declined and whose maturity is June 9, 2023. The company's dividends totaled $1.80 per share in 2022, and management stated it intends to pay dividends greater than 100% of taxable income for 2023. Key risks flagged include tenant concentration among Brookdale Senior Living, Ardent and Kindred, rising interest rates on variable-rate debt, labor and inflationary cost pressures in senior housing, and the continuing effects of COVID-19 on occupancy and tenant finances.
Feb 10, 2023
2021
Ventas Annual Report, Year Ended Dec 31, 2021
Ventas, Inc. (NYSE: VTR) is a real estate investment trust operating at the intersection of healthcare and real estate, with approximately 1,200 properties as of December 31, 2021 across the United States, Canada, and the United Kingdom. The company operates three reportable segments: triple-net leased properties, senior living operations (SHOP), and office operations. Total revenues were $3.83 billion in 2021 compared with $3.80 billion in 2020, while net income attributable to common stockholders fell to $49.0 million from $439.1 million, reflecting COVID-19 impacts on senior living operations, a $218.8 million gain on real estate dispositions in 2021 (versus $262.2 million in 2020), $219.4 million of impairments, and a $59.3 million loss on extinguishment of debt. Total segment NOI declined to $1.72 billion from $1.85 billion, with senior living operations NOI down to $458.3 million from $538.5 million, driven by lower occupancy and higher labor costs. The company's largest 2021 transaction was the September acquisition of New Senior Investment Group Inc. for $2.3 billion in an all-stock transaction, funded through about 13.3 million shares, the assumption of $482.5 million of mortgage debt and $1.1 billion of cash. Normalized FFO attributable to common stockholders was $1.12 billion in 2021 versus $1.25 billion in 2020, and dividends declared were $1.80 per share versus $2.1425 per share in 2020. At year-end, the company reported approximately $2.5 billion of liquidity, $12.1 billion of total debt principal, and $280.0 million of commercial paper outstanding. Brookdale Senior Living, Ardent and Kindred remain the largest triple-net tenants, and Atria and Sunrise manage a significant share of the senior living portfolio. The filing also highlights ongoing risks including labor cost pressures, interest rate exposure on variable-rate debt, dependence on a limited number of tenants and managers, and the uncertain trajectory of the COVID-19 pandemic, which management stated it is not able at this time to estimate in full. KPMG LLP issued an unqualified opinion on the financial statements and on internal control over financial reporting.
Feb 18, 2022
2020
Ventas Annual Report, Year Ended Dec 31, 2020
Ventas, Inc. (NYSE: VTR) is a real estate investment trust operating at the intersection of healthcare and real estate, with a portfolio of senior housing, life science, research and innovation, and healthcare properties across the United States, Canada and the United Kingdom. As of December 31, 2020, the company owned or managed through unconsolidated entities approximately 1,200 properties and reported three segments: triple-net leased properties, senior living operations (SHOP), and office operations. Total revenues were $3.80 billion in 2020 versus $3.87 billion in 2019, and net income attributable to common stockholders was $439.1 million versus $433.0 million. Normalized FFO attributable to common stockholders declined to $1.25 billion from $1.42 billion, and the filing attributes the decrease primarily to COVID-19's impact on the senior housing business. Segment NOI fell 9.9% to $1.85 billion, driven largely by a 14.5% decline in senior living operations NOI as occupancy fell, with average unit occupancy at 81.7% versus 86.6%. The company took capital conservation actions in 2020, including cutting the quarterly dividend to $0.45 per share from $0.7925, eliminating roughly 25% of corporate positions, and reducing planned capital expenditures. Total liquidity was approximately $3.0 billion as of February 16, 2021, and senior notes payable and other debt stood at $11.90 billion at year-end. The company also expanded its third-party capital platform, Ventas Investment Management, which had over $3 billion in assets under management, through the Ventas Life Science and Healthcare Real Estate Fund and an R&I development joint venture with GIC. Management states that it is not able at this time to estimate the ultimate impact of the COVID-19 pandemic on its business. The filing highlights concentration risk, as Atria and Sunrise managed significant portions of the senior living portfolio and Brookdale Senior Living, Ardent and Kindred were the largest triple-net tenants. The company also recorded $126.5 million of real estate impairments tied largely to COVID-19 and a $67.6 million write-off of previously accrued straight-line rent on triple-net tenants, while gains on real estate dispositions rose to $262.2 million, largely from contributing properties to the Ventas Fund.
Feb 23, 2021
2019
Ventas Annual Report, Year Ended Dec 31, 2019
Ventas, Inc. (NYSE: VTR) is a REIT with a diversified portfolio of seniors housing, research and innovation, and healthcare properties in the United States, Canada and the United Kingdom. As of December 31, 2019, it owned approximately 1,200 properties, operated through three reportable segments (triple-net leased properties, senior living operations and office operations), and reported total revenues of $3,872,750 thousand and net income attributable to common stockholders of $433,016 thousand for 2019, compared with $409,467 thousand in 2018. Normalized FFO attributable to common stockholders was $1,423,047 thousand in 2019, versus $1,462,055 thousand in 2018, a decline the filing attributes primarily to a $12.3 million fee received in 2018 related to Kindred transactions and 2018 loan repayments and fees. Growth in 2019 was driven by the September 2019 LGM Acquisition, in which Ventas acquired an 87% interest in 34 Canadian seniors housing communities valued at $1.8 billion, and by $1.0 billion of net loans receivable and investments at year end. Segment NOI rose to $2,051,239 thousand from $2,029,620 thousand, with senior living operations and office operations contributing most of the increase. Total debt rose to $12,245,802 thousand, and the company issued $2.3 billion of senior notes with a 3.2% fixed coupon during 2019, along with equity sales of 15.4 million shares at an average gross price of $63.45. The filing highlights concentration and operating risk. Brookdale Senior Living, Ardent and Kindred are the three largest triple-net tenants, Atria and Sunrise manage 260 consolidated communities under long-term agreements, and senior living operations accounted for 55.8% of total revenues. Management concluded internal control over financial reporting was effective as of December 31, 2019, excluding the LGM operations, and KPMG LLP issued an unqualified opinion.
Feb 24, 2020
2018
Ventas Annual Report, Year Ended Dec 31, 2018
Ventas, Inc. (NYSE: VTR) is a real estate investment trust with a diversified portfolio of seniors housing, research and innovation, and healthcare properties in the United States, Canada and the United Kingdom. As of December 31, 2018, the company owned approximately 1,200 properties, and its consolidated real estate investments at cost totaled $26.48 billion. The company operates three reportable segments: triple-net leased properties, senior living operations and office operations. Total revenues were $3.75 billion in 2018 versus $3.57 billion in 2017, while net income attributable to common stockholders fell to $409.5 million from $1.36 billion, reflecting the absence of the $717.3 million gain on real estate dispositions recognized in 2017 from the sale of 36 Kindred SNFs. Normalized FFO attributable to common stockholders was $1.46 billion in 2018 compared with $1.49 billion in 2017. Segment NOI was $2.03 billion in 2018, down from $2.08 billion, with triple-net leased properties NOI declining 12.4% to $740.3 million, while senior living operations NOI rose 5.1% to $623.3 million and office operations NOI rose 2.7% to $538.5 million. Total debt was $10.7 billion at year-end, and the company reported $72.3 million of unrestricted cash. In 2018 the company repaid or redeemed $2.0 billion of senior notes and issued $1.4 billion of new senior notes at a weighted average rate of 4.2%. Key concentrations include Brookdale Senior Living, Ardent and Kindred, and the company's senior living portfolio is managed by Atria, Sunrise and ESL, which together operate 334 consolidated communities. The filing also highlights a $21.3 million non-cash expense tied to the April 2018 Brookdale master lease restructuring, $54.5 million of losses from unconsolidated entities including a $35.7 million impairment, and natural disaster-related charges. Management expects to distribute at least 100% of 2019 taxable income, and the company disclosed that it adopted ASC 842 leasing standards effective January 1, 2019.
Feb 8, 2019
2017
Ventas Annual Report, Year Ended Dec 31, 2017
Ventas, Inc. (NYSE: VTR) is a real estate investment trust with a diversified portfolio of seniors housing and healthcare properties in the United States, Canada and the United Kingdom. As of December 31, 2017, the company owned more than 1,200 properties, and its consolidated real estate investments were $26.21 billion at cost. It operates through three reportable segments: triple-net leased properties, senior living operations and office operations. Total revenues for 2017 were $3.57 billion, and total segment NOI was $2.08 billion, up from $2.00 billion in 2016. Net income attributable to common stockholders rose to $1.36 billion from $649.2 million, driven mainly by a $717.3 million gain on real estate dispositions, most of it from the sale of 36 SNFs operated by Kindred. Income from continuing operations was $643.9 million, and normalized FFO attributable to common stockholders was $1.49 billion. The balance sheet carried $11.28 billion of senior notes payable and other debt at year-end, against total assets of $23.95 billion. Normalized FFO was $1,491.2 million, slightly above the prior year's $1,438.6 million. The company paid $3.115 per share in dividends declared for 2017 and declared a $0.79 quarterly dividend for the fourth quarter. On February 9, 2018 the Board declared a first-quarter 2018 dividend of $0.79 per share. Key risks disclosed include dependence on Brookdale Senior Living, Ardent and Kindred for significant revenue and NOI, reliance on Atria and Sunrise as managers of 273 communities, exposure to healthcare reimbursement policy changes under Medicare and Medicaid, and the impact of the 2017 Tax Act.
Feb 9, 2018
2016
Ventas Annual Report, Year Ended Dec 31, 2016
Ventas, Inc. is a REIT with a diversified portfolio of seniors housing and healthcare properties in the United States, Canada and the United Kingdom. As of December 31, 2016 it owned approximately 1,300 properties, and its three reportable segments are triple-net leased properties, senior living operations and office operations. Total revenues were $3.44 billion in 2016 versus $3.29 billion in 2015, and net income attributable to common stockholders was $649.2 million versus $417.8 million. Normalized FFO attributable to common stockholders was $1.44 billion in 2016 compared with $1.49 billion in 2015, a decline the filing attributes primarily to 2015 results from properties disposed of in the CCP Spin-Off. Dividends declared were $2.965 per share for 2016, and the Board declared a first-quarter 2017 dividend of $0.775 per share. The 2016 year was shaped by the $1.5 billion Life Sciences Acquisition from Wexford, completed in September 2016, which added 23 operating properties and led the company to rename its MOB segment "office operations." Ventas also raised $1.3 billion in net proceeds from common stock issuances, issued several senior notes, and carried $11.1 billion of outstanding indebtedness at year end. Concentration remains significant: Atria and Sunrise manage a large share of the senior living portfolio, and Brookdale Senior Living, Kindred and Ardent are the largest triple-net tenants. The filing also notes a $700 million secured loan commitment to a subsidiary of Ardent to fund its acquisition of LHP Hospital Group, expected to close in the first quarter of 2017. For investors, the key considerations are the scale of leverage and debt maturities, the concentration of revenue in a small number of operators and managers, and the exposure to regulatory and reimbursement changes in healthcare, which the filing discusses at length in the context of a new presidential administration and possible repeal of the Affordable Care Act.
Feb 14, 2017
2015
Ventas Annual Report, Year Ended Dec 31, 2015
Ventas, Inc. (VTR), a REIT with a highly diversified portfolio of seniors housing and healthcare properties in the United States, Canada and the United Kingdom, reported that as of December 31, 2015 it owned approximately 1,300 properties (including held-for-sale properties) and had four properties under development. The company operates through three reportable segments: triple-net leased properties, senior living operations and MOB operations. Total revenues for 2015 were $3.29 billion, net income attributable to common stockholders was $417.8 million, and diluted EPS was $1.25, compared with $475.8 million and $1.60 in 2014. Normalized FFO rose to $1.49 billion in 2015 from $1.33 billion in 2014, and dividends declared were $3.04 per share. The year was shaped by major portfolio changes. The company acquired American Realty Capital Healthcare Trust (HCT) in January 2015, adding 152 properties, and completed the Ardent transaction in August 2015, recording its owned hospital and real estate investment at about $1.3 billion. It also completed the spin-off of most of its post-acute/skilled nursing portfolio into Care Capital Properties, Inc. (CCP) in August 2015, which is presented as discontinued operations. Total debt, as shown in the filing, was approximately $11.2 billion at year-end, with variable-rate debt at 19.3% of consolidated debt. The filing highlights concentration risk: Brookdale Senior Living, Kindred and Ardent are significant triple-net tenants, and Atria and Sunrise manage a large share of senior living communities. The company also disclosed an ongoing SEC inquiry related to its former auditor Ernst & Young's independence, and it reported that its internal control over financial reporting was effective as of December 31, 2015.
Feb 12, 2016
2014
Ventas Annual Report, Year Ended Dec 31, 2014
Ventas, Inc. (NYSE: VTR) is a REIT with a diversified portfolio of seniors housing and healthcare properties across the United States, Canada and the United Kingdom. As of December 31, 2014, the company owned more than 1,500 properties and leased 922 of them under triple-net leases, while engaging Atria and Sunrise to manage 270 seniors housing communities. The three reportable segments are triple-net leased properties, senior living operations and MOB operations. Segment NOI for 2014 was $1.86 billion, up from $1.69 billion in 2013, and total revenues were $3.08 billion, compared with $2.81 billion in 2013. Net income attributable to common stockholders was $475.8 million, and diluted EPS was $1.60. During 2014 the company invested approximately $2.4 billion in seniors housing and healthcare assets, including the Holiday Canada Acquisition and a $425.0 million mezzanine loan. In January 2015 it acquired American Realty Capital Healthcare Trust, Inc. (HCT), adding 152 properties, funded with about 28.4 million shares, 1.1 million OP units, cash and assumed debt. Total indebtedness was approximately $10.9 billion at year-end, and 21.9% of consolidated debt was variable rate. The 2014 dividend was $2.965 per share, and the first 2015 quarterly installment was set at $0.79 per share. The filing also discloses that Ventas reported in July 2014 that its former auditor, Ernst & Young LLP, was not independent due to an inappropriate personal relationship, that the company is cooperating with an SEC inquiry on the matter, and that the 2014 financial statements were re-audited and re-reviewed. KPMG LLP audited the 2014 financial statements and internal control over financial reporting, which management concluded were effective.
Feb 13, 2015
2013-A
Ventas Annual Report (Amendment), Year Ended Dec 31, 2013
Ventas, Inc. filed this Amendment No. 1 to its Form 10-K/A for fiscal 2013 solely to replace the audit reports of Ernst & Young LLP, which EY withdrew because it determined it was not independent of the Company for the 2012 and 2013 periods due to an inappropriate personal relationship between an EY partner and a Company financial reporting oversight employee. The Company terminated EY on July 5, 2014 and engaged KPMG LLP on July 9, 2014 to re-audit the 2012 and 2013 financial statements, the effectiveness of internal control as of December 31, 2013, and the 2014 quarterly reviews. The Company states it continues to believe its financial statements for the referenced periods fairly present its financial condition and results, and that internal control was effective. No other changes were made to the original filing. The re-audited financial statements show total revenues of $2.81 billion for 2013 versus $2.47 billion for 2012, net income attributable to common stockholders of $453.5 million versus $362.8 million, and diluted EPS of $1.54 versus $1.23. Total assets were $19.73 billion at December 31, 2013, and total equity was $8.90 billion. Net cash provided by operating activities was $1.19 billion in 2013. Dividends declared were $2.735 per share in 2013 compared with $2.48 in 2012. For investors, the principal news in this filing is the auditor change and re-audit rather than new operating information. KPMG's reports are unqualified, and the amendment discloses KPMG's re-audit fees, with audit fees of approximately $2.5 million for 2013 and $1.7 million for 2012.
Sep 4, 2014
2013
Ventas Annual Report, Year Ended Dec 31, 2013
Ventas, Inc. (VTR) is a REIT with a highly diversified portfolio of seniors housing and healthcare properties across 46 states, the District of Columbia and two Canadian provinces. As of December 31, 2013, it owned nearly 1,500 properties, leased 907 properties under triple-net leases, and engaged independent operators such as Atria and Sunrise to manage 239 seniors housing communities. The company operates three reportable segments: triple-net leased properties, senior living operations, and MOB operations. Total revenues were $2.81 billion in 2013 versus $2.47 billion in 2012, and net income attributable to common stockholders was $453.5 million compared with $362.8 million. Normalized FFO was $1.22 billion, and net cash provided by operating activities was $1.19 billion. Growth and capital activity were significant in 2013. The company invested approximately $1.8 billion in seniors housing communities, MOBs, and loans, issued $1.6 billion of senior notes at a weighted average rate of 3.3%, and entered a new $3 billion unsecured credit facility. It also established a $750 million at-the-market equity program under which it sold 2,069,200 shares for $141.5 million in net proceeds. Dividends declared were $2.735 per share, up from $2.48, and the first quarter 2014 dividend was declared at $0.725 per share. Total debt was approximately $9.4 billion at year end, with 18.7% of consolidated debt at variable rates. Concentration risk remains important to investors. Brookdale Senior Living and Kindred are the two largest tenants, leasing 145 and 142 properties respectively, and the filing states that a failure by either to meet obligations could have a Material Adverse Effect. Kindred's 2015 Renewal Assets were partly re-leased, with 60 skilled nursing facilities being repositioned and their lease expiration accelerated to September 30, 2014. Properties in California accounted for more than 10% of total revenues and NOI, with California representing 13.3% of total NOI.
Feb 18, 2014
2012
Ventas Annual Report, Year Ended Dec 31, 2012
Ventas, Inc. (NYSE: VTR) is a REIT with a diversified portfolio of more than 1,400 seniors housing and healthcare properties across 46 states, the District of Columbia and two Canadian provinces as of December 31, 2012. The company operates three reportable segments: triple-net leased properties, senior living operations and MOB operations. Segment NOI rose to $1.50 billion in 2012 from $1.07 billion in 2011, and net income attributable to common stockholders was $362.8 million, or $1.23 diluted per share, compared with $1.58 in 2011. Normalized FFO was $1.12 billion, up from $776.96 million, and the company paid a $2.48 per share annual dividend. The year was driven by $2.7 billion of gross investments, including the Cogdell Spencer acquisition (about $760 million including debt), 16 Sunrise-managed communities (about $362 million) and the Lazard-managed Funds, which hold a 34% interest in Atria. Total debt rose to $8.4 billion, and the company issued $2.4 billion of senior notes at a weighted average stated rate of 3.2%. Lease concentration remains significant: Kindred and Brookdale Senior Living are the main triple-net tenants, and Kindred leases expiring April 30, 2013 were largely renewed, re-leased or sold, with the majority of transitions still subject to regulatory approvals. Key risks flagged in the filing include dependence on Kindred and Brookdale for revenue and NOI, the managerial reliance on Atria and Sunrise, healthcare reimbursement changes under the Affordable Care Act and sequestration, and leverage. Ernst & Young issued an unqualified opinion on the financial statements and on internal control over financial reporting as of December 31, 2012, which excluded Cogdell.
Feb 19, 2013
2011
Ventas Annual Report, Year Ended Dec 31, 2011
Ventas, Inc. (NYSE: VTR) is a REIT with a geographically diverse portfolio of seniors housing and healthcare properties across the United States and Canada. As of December 31, 2011, it owned 1,378 properties in 46 states, the District of Columbia and two Canadian provinces, including 678 seniors housing communities, 396 skilled nursing facilities, 47 hospitals, 249 MOBs and eight personal care facilities. The company operates through three segments: triple-net leased properties, senior living operations and MOB operations. Total assets were $17.27 billion at year-end 2011, up from $5.76 billion in 2010, reflecting the NHP acquisition in July 2011 (issuing 99.8 million shares, valued at $5.4 billion) and the ASLG acquisition in May 2011. Revenue rose to $1.76 billion in 2011 from $1.01 billion in 2010, and net income attributable to common stockholders was $364.5 million versus $246.2 million. Results were helped by $202.3 million of net litigation proceeds from the HCP lawsuit, while merger-related expenses and deal costs rose to $153.9 million. Dividends declared were $2.30 per share in 2011, compared with $2.14 in 2010, and the Board declared a first-quarter 2012 dividend of $0.62 per share. Total debt (senior notes payable and other debt) reached $6.43 billion, and the company completed a $600.0 million 4.25% senior notes offering in February 2012. Investors should note concentration and lease-rollover risk. Kindred and Brookdale Senior Living are significant triple-net tenants, with Kindred providing 14.3% of 2011 revenues and Brookdale 8.2%. Ten Kindred renewal groups covering 89 properties expire April 30, 2013 unless renewed, and Atria and Sunrise manage 197 to 200 senior living communities. The company also disclosed a pending $760 million to $770 million acquisition of Cogdell Spencer, expected to close in the second quarter of 2012.
Feb 22, 2012
2010-A
Ventas Annual Report (Amendment), Year Ended Dec 31, 2010
This filing is Amendment No. 1 to Ventas, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, dated March 1, 2011. The amendment was filed solely to include eXtensible Business Reporting Language (XBRL) information in Exhibit 101 that was excluded from the Original Filing, which was filed with the SEC on February 18, 2011. Per the explanatory note, it does not reflect events or transactions occurring after the Original Filing and leaves all other information unchanged. The filing states that Exhibit 101 contains XBRL-formatted versions of the Consolidated Balance Sheets as of December 31, 2010 and 2009; the Consolidated Statements of Income, Equity, and Cash Flows for the years 2008 through 2010; the Notes to Consolidated Financial Statements; and Schedule III, Real Estate and Accumulated Depreciation. The cover page reports that the company is a large accelerated filer and a well-known seasoned issuer, with approximately $7.3 billion in market value of common stock held by non-affiliates as of June 30, 2010, and 162,920,524 shares outstanding as of February 11, 2011. Its common stock, par value $0.25 per share, trades on the New York Stock Exchange. Debra A. Cafaro, Chairman and Chief Executive Officer, signed the filing. Business results and financial figures are not discussed in this amendment.
Mar 1, 2011
2010
Ventas Annual Report, Year Ended Dec 31, 2010
Ventas, Inc. (NYSE: VTR) is a REIT with a geographically diverse portfolio of 602 seniors housing and healthcare assets in the United States and Canada as of December 31, 2010, comprising 240 seniors housing communities, 187 skilled nursing facilities, 40 hospitals and 135 medical office buildings and other properties. Most non-managed properties are leased to operators under triple-net leases. The company operates three reportable segments: triple-net leased properties, senior living operations and MOB operations. Total revenues were $1,016,867 thousand in 2010 versus $931,575 thousand in 2009, and net income attributable to common stockholders was $246,167 thousand, compared with $266,495 thousand in 2009. Normalized FFO was $453,981 thousand, up from $409,045 thousand. Dividends declared were $2.14 per share in 2010, versus $2.05 in 2009. The filing highlights concentration risk. Kindred Healthcare and Brookdale Senior Living lease a significant share of triple-net properties, and Sunrise manages 79 seniors housing communities. Sunrise's operations accounted for approximately 43.4% of 2010 total revenues. The company had $2.9 billion of outstanding indebtedness at year-end, with only 5.3% of consolidated debt at variable rates. Senior unsecured debt maintained investment grade ratings from all three rating agencies since February 2010. Revolving credit capacity was $1.0 billion, maturing April 26, 2012. Subsequent to year-end, the company completed a February 2011 sale of 5,563,000 common shares for $300.0 million in proceeds. The pending acquisition of Atria Senior Living Group, Inc. for a total purchase price of $3.1 billion, comprising $1.35 billion of common stock, $150 million in cash and $1.6 billion of net debt assumed or repaid, is expected to close in the first half of 2011, subject to conditions. A Sixth Circuit appeal in the company's litigation against HCP, Inc. arising from a $101.6 million jury verdict is scheduled for oral argument on March 10, 2011.
Feb 18, 2011
2009
Ventas Annual Report, Year Ended Dec 31, 2009
Ventas, Inc. (NYSE: VTR) reports as a REIT with 505 seniors housing and healthcare assets in 43 states and two Canadian provinces as of December 31, 2009. Triple-net leases with Kindred Healthcare and Brookdale Senior Living, plus senior living communities managed by Sunrise Senior Living, drive results. For 2009, total revenues were $936.1 million, net income attributable to common stockholders was $266.5 million, and Normalized FFO was $409.0 million. Kindred accounted for 26.2% of total revenues and 38.5% of total NOI, and Sunrise-managed properties accounted for 44.7% of total revenues. The balance sheet strengthened during 2009. The company issued $312.2 million of common stock and $200.0 million of 6 1/2% senior notes due 2016, and repurchased $361.6 million of senior notes, recognizing a $6.1 million net loss on extinguishment. Total debt fell to $2.70 billion from $3.14 billion, and only 8.3% of consolidated debt was variable rate. Moody's upgraded the unsecured debt to Baa3 on February 4, 2010, giving the company investment-grade ratings from all three agencies. Unrestricted cash was $107.4 million, and $988.4 million was available under the unsecured revolving credit facilities. Investors should note several risk items. Kindred's Master Lease 2 and certain bundles expiring in 2013 depend on tenant renewal decisions, and the company's 2010 dividend was declared at $0.535 per share after $2.05 was declared in 2009. The filing also reports a $101.6 million jury verdict in the company's favor against HCP, Inc., which HCP has appealed to the Sixth Circuit.
Feb 19, 2010
2008-A
Ventas Annual Report (Amendment), Year Ended Dec 31, 2008
Ventas, Inc. filed Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2008, on March 31, 2009. The amendment amends the original 10-K filed February 27, 2009. Its sole purpose is to restate the "Cautionary Statements" section of the foreword so that ElderTrust Operating Limited Partnership's ("ETOP") separate 10-K for 2008, filed the same day, is incorporated by reference into the original filing. Ventas owns substantially all of the partnership interests in ETOP, and ETOP's financial results are reflected in Ventas's consolidated results in the Original Filing. The amendment does not update other disclosures and states that all other information in the Original Filing is unchanged. The filing states that Ventas is a Delaware corporation headquartered in Chicago, Illinois, with common stock listed on the New York Stock Exchange. As of February 24, 2009, 143,404,798 shares were outstanding. The aggregate market value of common stock held by non-affiliates, based on the June 30, 2008 closing price, was approximately $5.8 billion. Ventas is a large accelerated filer and a well-known seasoned issuer. The amendment lists the factors that could cause actual results to differ materially. These include operator, tenant and borrower performance, healthcare reform, interest rates, competition, REIT qualification, senior living operating risks, exchange rates, and the Consumer Price Index's effect on rent escalators, including the escalator for Master Lease 2 with Kindred. Investors seeking Ventas's financial statements, MD&A, and risk factors should refer to the Original Filing.
Mar 31, 2009
2008
Ventas Annual Report, Year Ended Dec 31, 2008
Ventas, Inc. (NYSE: VTR) is a REIT with a portfolio of 513 seniors housing and healthcare assets across 43 states and two Canadian provinces as of December 31, 2008. Triple-net leases to Kindred and Brookdale Senior Living remain its largest revenue sources, while 79 seniors housing communities are managed by Sunrise Senior Living under long-term agreements. Total revenues rose to $929.8 million in 2008 from $752.7 million in 2007, and net income applicable to common shares was $226.3 million, down from $277.1 million, largely because 2007 included $129.5 million of gains on sales of real estate. Dividends declared were $2.05 per share for 2008, and the Board declared a first-quarter 2009 dividend of $0.5125 per share. The company reports that it has a 'strong balance sheet and liquidity' as its primary focus. At year-end 2008 it held $176.8 million of unrestricted cash, had $546.0 million of unused credit availability under its unsecured revolving credit facilities, and total indebtedness of approximately $3.1 billion, of which 17.4% was variable rate. Its unsecured revolving credit facilities, now totaling $850.0 million, mature in April 2010. Credit ratings were BBB- (S&P), BBB- (Fitch), and Ba1 (Moody's) on senior unsecured debt. Key risks flagged in the filing include dependence on Kindred and Brookdale for a large share of revenue and NOI, the financial health of Sunrise, a weakening economy, lender concentration (Lehman has defaulted on a $20 million commitment), a pending HCP litigation with trial scheduled for August 2009, and deteriorating loans such as the Sunwest Loans, on which a $6.0 million provision was recorded.
Feb 27, 2009
2007
Ventas Annual Report, Year Ended Dec 31, 2007
Ventas, Inc. (VTR), a REIT, reported that as of December 31, 2007 it owned 519 seniors housing and healthcare-related assets (253 seniors housing communities, 197 skilled nursing facilities, 42 hospitals and 27 medical office and other properties) in 43 states and two Canadian provinces. Total revenues for 2007 were $771.8 million, up from $415.9 million in 2006, driven largely by the April 26, 2007 acquisition of Sunrise Senior Living Real Estate Investment Trust for approximately $2.0 billion including assumed debt. The filing states that resident fees and services from Sunrise-managed communities contributed $282.2 million for the period from April 26 through December 31, 2007. Net income applicable to common shares was $277.1 million, compared with $131.4 million in 2006, and included $135.6 million from discontinued operations, mainly a $129.5 million gain on sale of real estate tied to the sale of 22 properties to Kindred. Concentration risk is significant. Kindred Healthcare accounted for 30.8% of 2007 total revenues and Brookdale Senior Living for 15.7%, while Sunrise-managed properties produced 36.2% of total revenues. Total indebtedness was approximately $3.4 billion at year-end, and the company's Funds From Operations (FFO) applicable to common shares was $377.7 million for 2007 versus $249.7 million in 2006. Management reported that internal control over financial reporting was effective, excluding the Sunrise Properties, which represented 38.1% of net assets and 36.6% of total revenues. The filing also flags uncertainty around Sunrise, which has not been timely filing its own reports and is exploring strategic alternatives including a possible sale. For investors, the key issues are the dependence on a few operators, the operational exposure created by moving into managed senior living through the Sunrise acquisition, and the REIT distribution requirements. The company declared $1.90 per share in dividends for 2007 and a first-quarter 2008 dividend of $0.5125 per share.
Feb 29, 2008
2006
Ventas Annual Report, Year Ended Dec 31, 2006
Ventas, Inc. is a healthcare REIT that owns 452 seniors housing and healthcare-related properties, plus loans, in 43 states as of December 31, 2006. Total revenues were $428.3 million in 2006, up from $333.0 million in 2005, with net income of $131.4 million, or $1.25 per diluted share. Rental income was $418.4 million, and the company reported FFO of $249.7 million. Ventas is highly concentrated in two tenants: Kindred Healthcare accounted for 51.6% of 2006 total revenues and Brookdale Senior Living for 28.6%. Kindred's seven lease bundles covering 64 facilities are scheduled to expire April 30, 2008 unless renewed by April 30, 2007. In 2006 the company raised its Kindred base rent by $33.1 million per year under the Rent Reset to $239.0 million annual base rent, completed the $602.4 million Senior Care acquisition, and issued $225.0 million of 6 3/4% senior notes and $230.0 million of 3 7/8% convertible notes. Total indebtedness was $2.3 billion at year-end, with $2.33 billion in senior notes payable and other debt. The company declared a first-quarter 2007 dividend of $0.475 per share. The most significant pending event is the agreed acquisition of Sunrise REIT for approximately $1.8 billion, expected to close in the second quarter of 2007 and subject to unitholder approval. It is financed through a $1.0 billion senior interim loan, a $600.0 million perpetual preferred stock issuance, and other sources. Health Care Property Investors, Inc. made a competing proposal on February 14, 2007, and the parties are in legal proceedings in the Ontario Superior Court of Justice. Investors should weigh tenant concentration, lease expirations, leverage, and deal execution risk.
Feb 22, 2007
2005
Ventas Annual Report, Year Ended Dec 31, 2005
Ventas, Inc. (VTR), a healthcare REIT incorporated in Delaware in 1985, owned 200 skilled nursing facilities, 41 hospitals and 139 seniors housing and other facilities in 42 states as of December 31, 2005, with real estate investments at cost of $3.03 billion and total assets of $2.64 billion. Total revenues rose to $332,988 thousand in 2005 from $236,021 thousand in 2004, and net income was $130,583 thousand ($1.36 diluted EPS), compared with $120,900 thousand in 2004. Growth was driven largely by the June 2005 acquisition of Provident Senior Living Trust for a transaction valued at about $1.2 billion, which added 68 seniors housing facilities leased to Brookdale and Alterra. Concentration remains high. Kindred Healthcare accounted for 59.8% of 2005 total revenues and Brookdale Senior Living for 22.9%, so the financial condition of these two operators largely determines Ventas's rental income and distribution capacity. The filing also highlights a one-time Reset Right under the Kindred Master Leases, exercisable between January 20, 2006 and July 19, 2007, which the company describes as highly speculative in value and not yet exercised as of the filing date, pending analysis of CMS's proposed 2007 long-term acute care hospital payment rule. Balance sheet leverage increased substantially. Senior notes payable and other debt rose to $1.80 billion from $843.2 million, and stockholders' equity increased to $667.3 million from $160.2 million, largely reflecting share issuances. Dividends declared were $1.44 per share for 2005, and the company declared a first-quarter 2006 dividend of $0.395 per share and expects to distribute 100 percent or more of taxable net income for 2006. Management's report and Ernst & Young's audit opinion both state that internal control over financial reporting was effective as of December 31, 2005.
Feb 28, 2006
2004
Ventas Annual Report, Year Ended Dec 31, 2004
Ventas, Inc. (NYSE: VTR) is a healthcare REIT that owns 201 skilled nursing facilities, 40 hospitals, 30 senior housing facilities and 16 other facilities in 39 states as of December 31, 2004, and had real estate loan investments relating to 25 additional facilities. Kindred Healthcare leased 225 of its facilities and accounted for 81.2% of total revenues in 2004, down from 93.5% in 2003, reflecting the company's diversification efforts. Total revenues rose to $236.9 million in 2004 from $194.7 million in 2003, and net income was $120.9 million, or $1.43 per diluted share, compared with $162.8 million, or $2.03 per diluted share, in 2003. The 2003 result included a $20.2 million reversal of a contingent liability and a $51.8 million net gain on property sales in discontinued operations, while 2004 included $19.4 million of gains from two property sales. During 2004 the company acquired ElderTrust for $184.0 million, 15 Brookdale-leased facilities for $157.4 million, and 11 other facilities for $109.2 million, funded in part by a $125 million 6 5/8% senior notes offering due 2014 and a new $300 million secured revolving credit facility. Total indebtedness was $843.2 million at year-end, and cash and cash equivalents fell to $3.4 million from $82.1 million. Dividends declared were $1.30 per share for 2004, and the company declared a first-quarter 2005 dividend of $0.36 per share. Management states it expects to distribute 100% or more of 2005 taxable income, and the company qualifies as a REIT. Key risks highlighted in the filing include dependence on Kindred's ability to meet its lease obligations, the Medicare and Medicaid reimbursement environment for operators (including a proposed FY2006 SNF RUGS refinement the filing says could reduce Medicare payments), and the company's sensitivity to interest rates, which it manages with a $330 million notional interest rate swap. The filing also notes pending litigation, including a stockholder derivative suit and a counterclaim by Black Diamond, with no provision recorded at year-end.
Mar 1, 2005
2003
Ventas Annual Report, Year Ended Dec 31, 2003
Ventas, Inc. (NYSE: VTR) is a healthcare real estate investment trust that owns 42 hospitals, 194 nursing facilities and nine other healthcare and senior housing facilities in 37 states as of December 31, 2003. Kindred Healthcare, Inc. leased 186 of its nursing facilities and all but one of its hospitals, and Kindred accounted for approximately 94.3% of total real estate revenues in 2003. Rental income was $191.2 million in 2003, up from $176.0 million in 2002, and net income was $162.8 million, or $2.03 per diluted share, including $66.0 million from discontinued operations. Net cash provided by operating activities was $137.4 million. The balance sheet shows total assets of $812.9 million and Senior Notes payable and other debt of $640.6 million at year-end 2003, down from $707.7 million in 2002. During 2003 the company sold 16 skilled nursing facilities to Kindred for $59.7 million in gross proceeds, sold ten facilities to Kindred in December for $79 million in gross proceeds, prepaid the United States Settlement in full, and disposed of its remaining Kindred Common Stock. Dividends declared were $1.07 per share for 2003, and the company expects to distribute 100% or more of its taxable income for 2004. Subsequent to year-end, Ventas completed the ElderTrust merger on February 5, 2004 for an all-cash transaction valued at $184 million, and agreed to acquire 14 independent and assisted living facilities from Brookdale for $115 million, with seven acquired as of February 26, 2004. Investors should weigh the concentration of revenue in Kindred, the company's dependence on Kindred's ability to meet its lease obligations, and the variable-rate exposure hedged through interest rate swaps.
Feb 27, 2004
2002
Ventas Annual Report, Year Ended Dec 31, 2002
Ventas, Inc. (VTR) is a healthcare REIT that leases 44 hospitals, 220 nursing facilities and nine other healthcare and senior housing facilities in 37 states under triple-net leases. Kindred Healthcare, Inc. leases 210 of the nursing facilities and all but one hospital and accounted for approximately 98.4% of 2002 rental revenues, so Kindred's ability to perform under its lease and spin-off agreements is the central risk for investors. Rental income for 2002 was $189.5 million, and net income was $65.7 million, or $0.93 per diluted share, including $23.8 million of discontinued operations and an $11.1 million extraordinary loss. Funds from operations (FFO) was $95.2 million, and normalized FFO was $95.6 million. The company faces several near-term pressures. Kindred announced substantially higher professional liability costs in Florida and proposed subleasing its 15 Florida skilled nursing facilities to Senior Health Management, LLC; Ventas believes its consent is required and is discussing an exit with Kindred, with possible litigation if no agreement is reached. The market value of Ventas's Kindred common stock fell from $34.1 million at September 30, 2002 to about $16.7 million at year-end. Moody's placed the company's ratings under review for possible downgrade in October 2002. Total debt was $707.7 million at December 31, 2002, and stockholders' equity was a deficit of $53.6 million. During 2002 the company completed a $120.0 million transaction with Trans Healthcare, Inc. (a $53.0 million sale-leaseback and a $67.0 million loan), sold the THI senior loan for $49.0 million, issued $400.0 million of Senior Notes, and completed a 9.0 million share equity offering at $11.00 per share, with net proceeds of $93.6 million. The company declared a 2003 dividend of $1.07 per share annualized, with the first quarterly payment of $0.2675 per share.
Feb 26, 2003
2001
Ventas Annual Report, Year Ended Dec 31, 2001
Ventas, Inc. (VTR) is a Delaware corporation that elected REIT status for 1999 and owns 44 hospitals, 216 nursing facilities and eight personal care facilities in 36 states as of December 31, 2001. Substantially all of its rental revenue comes from Kindred Healthcare, Inc., which leases all hospitals and 210 nursing facilities under five master leases; Kindred accounted for approximately 98.8% of 2001 rental revenues. Kindred emerged from Chapter 11 on April 20, 2001, and the company's current strategy is to reduce indebtedness and its average all-in borrowing cost and to pursue a measured diversification program to reduce dependence on Kindred. Financially, 2001 rental income was $185.2 million versus $232.8 million in 2000, and net income was $50.6 million ($0.73 per diluted share), including a $15.4 million gain on sale of Kindred common stock. Funds from operations (FFO) was $93.5 million, or $78.1 million excluding the Kindred gain. The company completed a $225 million CMBS financing in December 2001, using $212.8 million of proceeds to pay down the Credit Agreement, and held 1,080,314 shares of Kindred common stock. Stockholders' equity was a deficit of $(91.1) million at year-end 2001. Key risks flagged in the filing include the company's dependence on Kindred's rent payments, a significant leverage position, the REIT qualification risk tied to its Kindred stock holdings (10% securities test and 5% asset test), a $54.7 million remaining obligation under the United States Settlement, pending litigation including the Atria bond dispute and Black Diamond counterclaims, and a 1998 interest rate swap that may require collateral postings. Management expects 2002 dividends of $0.95 per share.
Mar 26, 2002
2000
Ventas Annual Report, Year Ended Dec 31, 2000
Ventas, Inc. (NYSE: VTR) reports a net loss of $65.5 million, or $0.96 per share, for 2000, driven largely by a $96.5 million charge for the United States Settlement and a $48.3 million write-off of uncollectible rent from tenants, primarily Vencor. Vencor, its primary tenant, accounted for approximately 98.6% of 2000 rental revenues, and the Company's rental income was $232.8 million. The Company's Vencor-dependent business remains subject to Vencor's chapter 11 case, in which the bankruptcy court confirmed Vencor's Fourth Amended Plan on March 19, 2001. Consummation of that Final Plan is subject to numerous conditions and must occur by May 1, 2001; the Company states that the Final Plan will likely become effective, but it has not been consummated. If the Final Plan becomes effective, the Company would receive 1,498,500 shares of New Vencor Common Stock (9.99%), retain rent paid through the effective date, and enter Amended Master Leases with base rent of $180.7 million annually, and would pay $103.6 million to the United States under the settlement. The Company's senior bank debt under the Amended Credit Agreement totaled $886.4 million at year-end 2000, and the lenders' Vencor effective date deadline has been extended to April 30, 2001, with further extension options. Stockholders' equity was a deficit of $117.5 million at December 31, 2000, and the Company paid dividends of $0.29 per share in January 2001 for 2000, intending to pay at least 90% of 2001 taxable income. The filing also highlights significant risks: the Company's REIT status could be jeopardized if Vencor failure or certain share-ownership issues arise, the Company faces contingent liabilities on third-party leases and guarantees and potential fraudulent conveyance claims relating to the 1998 Spin Off, and several other tenants have defaulted or filed for bankruptcy.
Apr 16, 2001
1998
Ventas Annual Report, Year Ended Dec 31, 1998
Ventas, Inc. (then named Ventas, Inc., ticker VTR on the NYSE) is a real estate company that owns or leases 45 hospitals, 219 nursing centers and eight personal care facilities in 36 states as of December 31, 1998. Substantially all of its rental income comes from Vencor, Inc., its primary tenant, which leases the properties under four triple-net Master Lease Agreements. For the eight months ended December 31, 1998, Vencor accounted for approximately 98.7% of revenues. The company reported rental income of $149.9 million, net income of $26.8 million ($0.39 per diluted share), and total assets of $959.7 million, against stockholders' equity deficit of $(9.0) million at year-end 1998. The company intends to operate as a REIT beginning January 1, 1999. The filing discloses substantial doubt about the company's ability to continue as a going concern. The auditors cite Vencor's financial difficulties, including covenant violations, a waiver of covenants through March 31, 1999, and the $275 million bridge loan due October 30, 1999. Vencor has requested interim rent concessions, which the company rejected. The company agreed not to exercise remedies for non-payment of rent due April 1, 1999, through April 12, 1999. It has suspended its original diversification strategy and retained Merrill Lynch as financial advisor to review Vencor's condition and refinancing alternatives. Vencor has also asserted potential claims against the company arising from the 1998 reorganization, which the company intends to contest. For investors, the central issues are the dependence on Vencor's rent payments, the going-concern qualification, and the refinancing of the $275 million loan. The company had $65.8 million in cash and overnight investments as of March 19, 1999, and a $202.7 million revolving credit balance outstanding with $47.3 million available as of that date.
Mar 31, 1999
1996
Ventas Annual Report, Year Ended Dec 31, 1996
Vencor, Inc. (now Ventas, Inc.) reported 1996 revenues of $2.58 billion, up from $2.32 billion in 1995, and net income of $48.0 million, or $0.68 per fully diluted share, compared with a net loss of $14.9 million in 1995. Results were weighed down by $125.2 million of pretax non-recurring charges recorded in the fourth quarter, primarily to complete the integration of Hillhaven, including a $65.3 million charge for the planned sale of 34 nursing centers and a $39.6 million charge tied to consolidating the institutional pharmacy business into Vencare. Excluding non-recurring items, the company reported 1996 income from operations of $127.9 million ($1.81 per share, fully diluted). Nursing centers remained the largest revenue source at $1.6 billion, or 62% of total revenues, followed by Vencare at $387 million and hospitals at $551 million. The company operated 38 long-term acute care hospitals, 313 skilled nursing centers, 34 institutional pharmacies and, through its majority-owned affiliate Atria Communities, 21 assisted and independent living communities. Cash provided by operations rose to $183.5 million in 1996 from $113.6 million in 1995, and long-term debt declined to $710.5 million from $778.1 million. Stockholders' equity was $797.1 million at year-end 1996. The filing's most significant subsequent event was the March 21, 1997 acquisition of TheraTx, Incorporated for $17.10 per share in cash, financed under a new $1.6 billion bank credit facility that replaced the prior $1 billion facility. The filing also notes that Medicare and Medicaid reimbursement policy changes, including proposed federal budget reductions, could affect future revenues.
Mar 26, 1997
1995
Ventas Annual Report, Year Ended Dec 31, 1995
Vencor, Inc. (Louisville, Kentucky; NYSE: VC) reported net loss of $14.9 million for 1995 on revenues of $2.32 billion, compared with net income of $85.9 million in 1994 and $65.7 million in 1993. The loss reflects $109.4 million of non-recurring transactions in 1995, including $128.4 million of pretax charges in the third quarter tied primarily to the Hillhaven Merger, plus a $23.3 million after-tax extraordinary loss on debt extinguishment. Income from operations before non-recurring items was stated as $101.9 million, or $1.45 per share fully diluted. Revenues rose 14.3% to $2.32 billion, driven by hospitals (up 26.4%), nursing centers, Vencare contract services (up 183.6%) and pharmacies. The September 1995 merger with The Hillhaven Corporation, accounted for as a pooling of interests, created one of the largest U.S. providers of elderly-focused healthcare, with 36 long-term intensive care hospitals, 311 nursing centers with 39,480 licensed beds, 55 pharmacy outlets and 23 retirement communities. Management estimates the merger synergies could increase pretax income by approximately $100 million per year by 1997. Cash from operations was $113.6 million in 1995, down from $133.0 million in 1994, and the company noted that growth in accounts receivable and delays in state Medicaid and managed care payments had weighed on cash flow. Balance sheet capacity expanded: total assets rose to $1.91 billion and stockholders' equity to $772.1 million, while long-term debt was $778.1 million. A $1 billion Credit Facility was established, with about $300 million available at year-end. The company issued 2.2 million shares in a public offering for $66.5 million and converted or redeemed its convertible debt. Capital expenditures were $136.9 million in 1995 and are planned at approximately $175 million in 1996. The company disclosed Medicare at 57% and Medicaid at 12% of hospital revenues, and noted ongoing regulatory exposure including Florida hospital rate-setting and proposed federal healthcare spending reductions.
Mar 29, 1996
1994-A
Ventas Annual Report (Amendment), Year Ended Dec 31, 1994
Vencor, Inc. (now Ventas, Inc.) filed this Form 10-K/A (Amendment No. 1) for fiscal year 1994 to amend Items 1, 2, 6, 7, 8 and 14 in response to the Commission's review of its 1994 Form 10-K. The company operates a network of long-term intensive care hospitals treating medically complex, chronically ill patients, plus its Vencare contract services division providing respiratory and subacute care to nursing homes and hospitals. As of December 31, 1994, it owned, leased or managed 32 intensive care hospitals, one general acute care hospital and one long-term hospital unit in 15 states with 2,511 licensed beds, and held Vencare contracts with 600 nursing facilities and 30 nursing facilities and hospitals. Financially, net revenues rose 41.7% to $400,018,000 in 1994, and net income increased 37.0% to $31,416,000, or $1.20 primary and $1.13 fully diluted per share. Hospital operating expenses reached $298,077,000, and corporate general and administrative expenses rose 87.5% to $22,213,000, primarily due to development of the ProTouch clinical information system. Total assets grew to $390,372,000 and long-term debt, net of current portion, was $141,899,000, including $115,000,000 of 6% convertible subordinated notes due 2002 and $26,000,000 drawn on the revolving credit line. Shareholders' equity increased to $183,727,000. Cash and short-term investments fell to $3,055,000 at year-end 1994. Management plans to acquire or lease 10 to 12 additional long-term hospitals and enter 100 to 200 additional Vencare contracts over the next two to three years, with capital expenditures of approximately $100,000,000 in 1994 and similar amounts expected in 1995. The company completed a 2,200,000-share public offering in the first quarter of 1995, intends to use part of the proceeds to repay its line of credit, and increased its revolving credit facility to $200,000,000 in January 1995. The filing also notes that a substantial share of revenues comes from Medicare and Medicaid (60% of 1994 net revenues), and that Florida rate-setting laws and potential reform legislation could adversely affect results.
Aug 11, 1995