Ventas, Inc. - FORM 10-Q - October 26, 2015

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EX-12.1 - STATEMENT REGARDING COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES - Ventas, Inc.vtr-ex121_2015930.htm
EX-32.2 - SECTION 906 CFO CERTIFICATION - Ventas, Inc.vtr-ex322_2015930.htm
EX-31.2 - SECTION 302 CFO CERTIFICATION - Ventas, Inc.vtr-ex312_2015930.htm
EX-31.1 - SECTION 302 CEO CERTIFICATION - Ventas, Inc.vtr-ex311_2015930.htm
EX-32.1 - SECTION 906 CEO CERTIFICATION - Ventas, Inc.vtr-ex321_2015930.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
(Mark One)
 
 
x
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2015
OR
¨
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM                        TO
Commission file number: 1-10989
 
Ventas, Inc.
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
 
61-1055020
(I.R.S. 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)
Not Applicable
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x    No ¨
Indicate by check mark whether the registrant has submitted electronically 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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 Exchange Act). Yes ¨    No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class of Common Stock:
 
Outstanding at October 22, 2015:
Common Stock, $0.25 par value
 
332,982,775


VENTAS, INC.
FORM 10-Q
INDEX

 
 
 
 
 
 
 
 
 
Page
 
 
 
 
 
 
Consolidated Balance Sheets as of September 30, 2015 and December 31, 2014
 
 
 
Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2015 and 2014
 
 
 
Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2015 and 2014
 
 
 
Consolidated Statements of Equity for the Nine Months Ended September 30, 2015 and the Year Ended December 31, 2014
 
 
 
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2015 and 2014
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 



PART I—FINANCIAL INFORMATION
ITEM 1.    FINANCIAL STATEMENTS
VENTAS, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except per share amounts)
 
September 30,
2015
 
December 31,
2014
Assets
 
 
 
Real estate investments:
 
 
 
Land and improvements
$
2,065,664

 
$
1,708,851

Buildings and improvements
20,203,784

 
17,403,552

Construction in progress
124,377

 
109,689

Acquired lease intangibles
1,344,708

 
952,251

 
23,738,533

 
20,174,343

Accumulated depreciation and amortization
(3,966,947
)
 
(3,420,089
)
Net real estate property
19,771,586

 
16,754,254

Secured loans receivable and investments, net
766,707

 
802,881

Investments in unconsolidated real estate entities
96,208

 
91,872

Net real estate investments
20,634,501

 
17,649,007

Cash and cash equivalents
65,231

 
55,348

Escrow deposits and restricted cash
74,491

 
71,771

Goodwill
1,052,321

 
363,971

Assets held for sale
168,931

 
2,574,174

Other assets
418,502

 
451,642

Total assets
$
22,413,977

 
$
21,165,913

Liabilities and equity
 
 
 
Liabilities:
 
 
 
Senior notes payable and other debt
$
11,268,560

 
$
10,827,764

Accrued interest
67,358

 
62,097

Accounts payable and other liabilities
791,430

 
750,622

Liabilities related to assets held for sale
65,465

 
254,680

Deferred income taxes
352,658

 
344,337

Total liabilities
12,545,471

 
12,239,500

Redeemable OP unitholder and noncontrolling interests
198,832

 
172,016

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, 333,027 and 298,478 shares issued at September 30, 2015 and December 31, 2014, respectively
83,238

 
74,656

Capital in excess of par value
11,523,312

 
10,119,306

Accumulated other comprehensive income
(592
)
 
13,121

Retained earnings (deficit)
(1,992,848
)
 
(1,526,388
)
Treasury stock, 61 and 7 shares at September 30, 2015 and December 31, 2014, respectively
(3,675
)
 
(511
)
Total Ventas stockholders’ equity
9,609,435

 
8,680,184

Noncontrolling interest
60,239

 
74,213

Total equity
9,669,674

 
8,754,397

Total liabilities and equity
$
22,413,977

 
$
21,165,913

See accompanying notes.

1

VENTAS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except per share amounts)
 
For the Three Months Ended September 30,
 
For the Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
Revenues:
 
 
 
 
 
 
 
Rental income:
 
 
 
 
 
 
 
Triple-net leased
$
201,028

 
$
170,873

 
$
571,591

 
$
500,047

Medical office buildings
142,755

 
116,686

 
420,287

 
346,942

 
343,783

 
287,559

 
991,878

 
846,989

Resident fees and services
454,825

 
396,247

 
1,356,384

 
1,141,781

Medical office building and other services revenue
10,000

 
7,573

 
29,951

 
18,240

Income from loans and investments
18,924

 
13,186

 
66,192

 
36,902

Interest and other income
74

 
367

 
719

 
811

Total revenues
827,606

 
704,932

 
2,445,124

 
2,044,723

Expenses:
 
 
 
 
 
 
 
Interest
97,135

 
77,325

 
263,422

 
214,117

Depreciation and amortization
226,332

 
173,006

 
657,262

 
507,167

Property-level operating expenses:
 
 
 
 
 
 
 
Senior living
304,540

 
265,274

 
902,154

 
762,993

Medical office buildings
43,305

 
41,262

 
129,152

 
120,021

 
347,845

 
306,536

 
1,031,306

 
883,014

Medical office building services costs
6,416

 
4,568

 
19,098

 
9,565

General, administrative and professional fees
32,114

 
29,464

 
100,399

 
93,632

Loss on extinguishment of debt, net
15,331

 
2,414

 
14,897

 
5,079

Merger-related expenses and deal costs
62,145

 
16,188

 
105,023

 
35,944

Other
4,795

 
9,413

 
13,948

 
18,070

Total expenses
792,113

 
618,914

 
2,205,355

 
1,766,588

Income before (loss) income from unconsolidated entities, income taxes, discontinued operations, real estate dispositions and noncontrolling interest
35,493

 
86,018

 
239,769

 
278,135

(Loss) income from unconsolidated entities
(955
)
 
(47
)
 
(1,197
)
 
549

Income tax benefit (expense)
10,697

 
1,887

 
27,736

 
(4,820
)
Income from continuing operations
45,235

 
87,858

 
266,308

 
273,864

Discontinued operations
(22,383
)
 
18,171

 
13,434

 
79,026

Gain on real estate dispositions
265

 
3,625

 
14,420

 
16,514

Net income
23,117

 
109,654

 
294,162

 
369,404

Net income attributable to noncontrolling interest
265

 
522

 
1,047

 
827

Net income attributable to common stockholders
$
22,852

 
$
109,132

 
$
293,115

 
$
368,577

Earnings per common share:
 
 
 
 
 
 
 
Basic:
 
 
 
 
 
 
 
Income from continuing operations attributable to common stockholders, including real estate dispositions
$
0.14

 
$
0.31

 
$
0.85

 
$
0.98

Discontinued operations
(0.07
)
 
0.06

 
0.04

 
0.27

Net income attributable to common stockholders
$
0.07

 
$
0.37

 
$
0.89

 
$
1.25

Diluted:
 
 
 
 
 
 
 
Income from continuing operations attributable to common stockholders, including real estate dispositions
$
0.14

 
$
0.31

 
$
0.84

 
$
0.97

Discontinued operations
(0.07
)
 
0.06

 
0.04

 
0.27

Net income attributable to common stockholders
$
0.07

 
$
0.37

 
$
0.88

 
$
1.24

Weighted average shares used in computing earnings per common share:
 
 
 
 
 
 
 
Basic
332,491

 
294,030

 
329,440

 
293,965

Diluted
336,338

 
296,495

 
333,210

 
296,411

Dividends declared per common share
$
0.73

 
$
0.725

 
$
2.31

 
$
2.175

See accompanying notes.

2

VENTAS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(In thousands)
 
For the Three Months Ended September 30,
 
For the Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
Net income
$
23,117

 
$
109,654

 
$
294,162

 
$
369,404

Other comprehensive loss:
 
 
 
 
 
 
 
Foreign currency translation
(11,239
)
 
(12,885
)
 
(7,718
)
 
(7,906
)
Change in unrealized gain on marketable securities
—

 
(334
)
 
(5,046
)
 
1,237

Other
467

 
3,120

 
(949
)
 
3,166

Total other comprehensive loss
(10,772
)
 
(10,099
)
 
(13,713
)
 
(3,503
)
Comprehensive income
12,345

 
99,555

 
280,449

 
365,901

Comprehensive income attributable to noncontrolling interest
265

 
522

 
1,047

 
827

Comprehensive income attributable to common stockholders
$
12,080

 
$
99,033

 
$
279,402

 
$
365,074

   
See accompanying notes.

3

VENTAS, INC.
CONSOLIDATED STATEMENTS OF EQUITY
For the Nine Months Ended September 30, 2015 and the Year Ended December 31, 2014
(Unaudited)
(In thousands, except per share amounts)
 
Common
Stock Par
Value
 
Capital in
Excess of
Par Value
 
Accumulated
Other
Comprehensive
Income
 
Retained
Earnings
(Deficit)
 
Treasury
Stock
 
Total Ventas
Stockholders’
Equity
 
Noncontrolling
Interest
 
Total Equity
Balance at January 1, 2014
$
74,488

 
$
10,078,592

 
$
19,659

 
$
(1,126,541
)
 
$
(221,917
)
 
$
8,824,281

 
$
79,530

 
$
8,903,811

Net income
—

 
—

 
—

 
475,767

 
—

 
475,767

 
1,419

 
477,186

Other comprehensive loss
—

 
—

 
(6,538
)
 
—

 
—

 
(6,538
)
 
—

 
(6,538
)
Retirement of stock
(924
)
 
(220,152
)
 
—

 
—

 
221,076

 
—

 
—

 
—

Acquisition-related activity
37

 
10,141

 
—

 
—

 
—

 
10,178

 
—

 
10,178

Net change in noncontrolling interest
—

 
1,163

 
—

 
—

 
—

 
1,163

 
(8,662
)
 
(7,499
)
Dividends to common stockholders—$2.965 per share
—

 
—

 
—

 
(875,614
)
 
—

 
(875,614
)
 
—

 
(875,614
)
Issuance of common stock
845

 
241,262

 
—

 
—

 
—

 
242,107

 
—

 
242,107

Issuance of common stock for stock plans
173

 
29,266

 
—

 
—

 
3,858

 
33,297

 
—

 
33,297

Change in redeemable noncontrolling interest
—

 
(1,082
)
 
—

 
—

 
—

 
(1,082
)
 
1,926

 
844

Adjust redeemable OP unitholder interests to current fair value
—

 
(32,993
)
 
—

 
—

 
—

 
(32,993
)
 
—

 
(32,993
)
Purchase of OP units
1

 
(83
)
 
—

 
—

 
—

 
(82
)
 
—

 
(82
)
Grant of restricted stock, net of forfeitures
36

 
13,192

 
—

 
—

 
(3,528
)
 
9,700

 
—

 
9,700

Balance at December 31, 2014
74,656

 
10,119,306

 
13,121

 
(1,526,388
)
 
(511
)
 
8,680,184

 
74,213

 
8,754,397

Net income
—

 
—

 
—

 
293,115

 
—

 
293,115

 
1,047

 
294,162

Other comprehensive loss
—

 
—

 
(13,713
)
 
—

 
—

 
(13,713
)
 
—

 
(13,713
)
Acquisition-related activity
7,103

 
2,209,202

 
—

 
—

 
—

 
2,216,305

 
13

 
2,216,318

Impact of CCP Spin-Off
—

 
(1,248,407
)
 
—

 
—

 
—

 
(1,248,407
)
 
(4,717
)
 
(1,253,124
)
Net change in noncontrolling interest
—

 
—

 
—

 
—

 
—

 
—

 
(11,131
)
 
(11,131
)
Dividends to common stockholders—$2.31 per share
—

 
—

 
—

 
(759,575
)
 
—

 
(759,575
)
 
—

 
(759,575
)
Issuance of common stock
1,457

 
416,361

 
—

 
—

 
—

 
417,818

 
—

 
417,818

Issuance of common stock for stock plans
22

 
5,877

 
—

 
—

 
4,489

 
10,388

 
—

 
10,388

Change in redeemable noncontrolling interest
—

 
(1,663
)
 
—

 
—

 
—

 
(1,663
)
 
814

 
(849
)
Adjust redeemable OP unitholder interests to current fair value
—

 
10,223

 
—

 
—

 
—

 
10,223

 
—

 
10,223

Purchase of OP units
—

 
1,719

 
—

 
—

 
—

 
1,719

 
—

 
1,719

Grant of restricted stock, net of forfeitures
—

 
10,694

 
—

 
—

 
(7,653
)
 
3,041

 
—

 
3,041

Balance at September 30, 2015
$
83,238

 
$
11,523,312

 
$
(592
)
 
$
(1,992,848
)
 
$
(3,675
)
 
$
9,609,435

 
$
60,239

 
$
9,669,674

See accompanying notes.

4

VENTAS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
 
For the Nine Months Ended September 30,
 
2015
 
2014
Cash flows from operating activities:
 
 
 
Net income
$
294,162

 
$
369,404

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization (including amounts in discontinued operations)
736,870

 
587,176

Amortization of deferred revenue and lease intangibles, net
(19,312
)
 
(14,775
)
Other non-cash amortization
3,051

 
(616
)
Stock-based compensation
16,061

 
16,792

Straight-lining of rental income, net
(25,118
)
 
(29,644
)
Loss on extinguishment of debt, net
14,897

 
5,079

Gain on real estate dispositions (including amounts in discontinued operations)
(14,649
)
 
(17,726
)
Gain on real estate loan investments
—

 
(249
)
Gain on sale of marketable securities
(5,800
)
 
—

Income tax (benefit) expense
(30,717
)
 
4,420

Loss (income) from unconsolidated entities
1,197

 
(549
)
Other
23,826

 
13,736

Changes in operating assets and liabilities:
 
 
 
Decrease (increase) in other assets
11,164

 
(3,306
)
Increase in accrued interest
6,338

 
14,835

Increase (decrease) in accounts payable and other liabilities
10,075

 
(24,605
)
Net cash provided by operating activities
1,022,045

 
919,972

Cash flows from investing activities:
 
 
 
Net investment in real estate property
(2,556,988
)
 
(1,184,036
)
Investment in loans receivable and other
(74,386
)
 
(66,436
)
Proceeds from real estate disposals
409,633

 
112,746

Proceeds from loans receivable
106,909

 
55,573

Purchase of marketable securities
—

 
(46,689
)
Proceeds from sale or maturity of marketable securities
76,800

 
21,689

Funds held in escrow for future development expenditures
4,003

 
2,602

Development project expenditures
(90,458
)
 
(71,375
)
Capital expenditures
(75,812
)
 
(56,235
)
Investment in unconsolidated operating entity
(26,282
)
 
—

Other
(27,984
)
 
(4,009
)
Net cash used in investing activities
(2,254,565
)
 
(1,236,170
)
Cash flows from financing activities:
 
 
 
Net change in borrowings under credit facility
(790,406
)
 
(153,684
)
Net cash impact of CCP Spin-Off
(128,749
)
 
—

Proceeds from debt
2,511,061

 
2,007,707

Proceeds from debt related to CCP Spin-Off
1,400,000

 
—

Repayment of debt
(1,329,070
)
 
(905,117
)
Purchase of noncontrolling interest
(3,819
)
 
—

Payment of deferred financing costs
(23,893
)
 
(14,946
)
Issuance of common stock, net
417,818

 
—

Cash distribution to common stockholders
(759,575
)
 
(640,414
)
Cash distribution to redeemable OP unitholders
(12,776
)
 
(4,214
)
Purchases of redeemable OP units
(33,188
)
 
—

Distributions to noncontrolling interest
(11,250
)
 
(6,760
)
Other
6,489

 
(551
)
Net cash provided by financing activities
1,242,642

 
282,021

Net increase (decrease) in cash and cash equivalents
10,122

 
(34,177
)
Effect of foreign currency translation on cash and cash equivalents
(239
)
 
3,956

Cash and cash equivalents at beginning of period
55,348

 
94,816

Cash and cash equivalents at end of period
$
65,231

 
$
64,595

See accompanying notes.

5


VENTAS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Unaudited)
(In thousands)
 
For the Nine Months Ended September 30,
 
2015
 
2014
Supplemental schedule of non-cash activities:
 
 
 
Assets and liabilities assumed from acquisitions:
 
 
 
Real estate investments
$
2,558,239

 
$
353,995

Other assets acquired
20,221

 
3,683

Debt assumed
177,857

 
228,150

Other liabilities
57,937

 
19,441

Deferred income tax liability
50,836

 
110,087

Redeemable OP unitholder interests assumed

87,245

 
—

Equity issued
2,204,585

 
—

Non-cash impact of CCP Spin-Off
1,256,404

 
—

See accompanying notes.


6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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, Canada and the United Kingdom. As of September 30, 2015, we owned approximately 1,300 properties (including properties classified as held for sale), consisting of seniors housing communities, medical office buildings (“MOBs”), skilled nursing and other facilities, and hospitals, and we had one property under development. Our company was originally founded in 1983 and is currently headquartered in Chicago, Illinois. As further discussed in “Note 5—Dispositions”, in August 2015 we completed the spin off of most of our post-acute/skilled nursing facility portfolio into an independent, publicly traded REIT named Care Capital Properties, Inc. (“CCP”) (the “CCP Spin-Off”). The historical results of operations of the CCP properties as well as the related assets and liabilities are presented as discontinued operations in the accompanying consolidated financial statements.
We primarily invest in seniors housing and healthcare properties through acquisitions and lease our properties to unaffiliated tenants or operate them through independent third-party managers. As of September 30, 2015, we leased a total of 608 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. (together with its subsidiaries, “Atria”) and Sunrise Senior Living, LLC (together with its subsidiaries, “Sunrise”), to manage a total of 305 of our seniors housing communities for us 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 141 properties (excluding six properties included in investments in unconsolidated entities) and 78 properties, respectively, as of September 30, 2015.
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
The accompanying Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information set forth in the Accounting Standards Codification (“ASC”), as published by the Financial Accounting Standards Board (“FASB”), and with the Securities and Exchange Commission (“SEC”) instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of results for the interim period have been included. Operating results for the three and nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. The accompanying Consolidated Financial Statements and related notes should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on February 13, 2015. Certain prior period amounts have been reclassified to conform to the current period presentation.
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.
GAAP requires us to identify entities for which control is achieved through means other than voting rights and to determine which business enterprise is the primary beneficiary of variable interest entities (“VIEs”). A VIE is broadly defined as an entity with one or more of the following characteristics: (a) the total equity investment at risk is insufficient to finance the entity’s activities without additional subordinated financial support; (b) as a group, the holders of the equity investment at risk lack (i) the ability to make decisions about the entity’s activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; and (c) the equity investors have voting rights that are not proportional to their economic interests, and substantially all of the entity’s activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. We consolidate our

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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 number of outstanding limited partnership interests. We also apply this guidance to managing member interests in limited liability companies.
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 September 30, 2015, third party investors owned 2,812,318 Class A limited partnership units in NHP/PMB (“OP Units”), which represented 28.9% of the total units then outstanding, and we owned 6,917,009 Class B limited partnership units in NHP/PMB, representing the remaining 71.1%. At any time following the first anniversary of the date of their issuance, the OP Units may be redeemed at the election of the holder for cash or, at our option, 0.9051 shares of our common stock per unit, as adjusted from 0.7866 shares of common stock per unit in connection with the CCP Spin-Off, and subject to further adjustment in certain circumstances. We are party by assumption to a registration rights agreement with the holders of the OP Units that requires us, subject to the terms and conditions and certain exceptions set forth therein, to file and maintain a registration statement relating to the issuance of shares of our common stock upon redemption of OP Units.
On January 16, 2015, in connection with our acquisition of American Realty Capital Healthcare Trust, Inc. (“HCT”), each of the 7,057,271 issued and outstanding limited partnership units of American Realty Capital Healthcare Trust Operating Partnership, L.P. (subsequently renamed Ventas Realty Capital Healthcare Trust Operating Partnership, L.P. (“Ventas Realty OP”)), a limited partnership in which HCT was the sole general partner prior to the acquisition, was converted into a newly created class of limited partnership units (“Class C Units”) at the 0.1688 exchange ratio payable to HCT stockholders in the acquisition, net of any Class C Units withheld to pay taxes. We consolidate Ventas Realty OP, as our wholly owned subsidiary is the general partner and exercises control of the partnership. The Class C Units may be redeemed at the election of the holder for one share of our common stock per unit or, at our option, an equivalent amount in cash, subject to adjustment in certain circumstances. As of September 30, 2015, third party investors owned 672,984 Class C Units, which represented 2.3% of the total units then outstanding, and we owned 28,550,812 Class C Units and 176,374 OP units in Ventas Realty OP, representing the remaining 97.7%. In April 2015, third party investors redeemed 445,541 Class C Units for approximately $32.6 million. We are party by assumption to a registration rights agreement with the holders of the Class C Units that requires us, subject to the terms and conditions and certain exceptions set forth therein, to file and maintain a registration statement relating to the issuance of shares of our common stock upon redemption of Class C 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 September 30, 2015 and December 31, 2014, the fair value of the redeemable OP unitholder interests was $188.5 million and $159.1 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 or Class C Units. Our diluted earnings per share (“EPS”) includes the effect of any potential shares outstanding from redemption of the OP Units or Class C Units.
Certain noncontrolling interests of other consolidated joint ventures were also classified as redeemable at September 30, 2015 and December 31, 2014. 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. Our joint venture partners have certain redemption rights with respect to their noncontrolling interests in these joint ventures that are outside of our control, and the redeemable noncontrolling interests are classified outside of permanent equity on our Consolidated Balance Sheets. We recognize changes in the carrying value of redeemable noncontrolling interests through capital in excess of par value.

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Noncontrolling Interests
Excluding the redeemable noncontrolling interests described above, we present the portion of any equity that we do not own in entities that we control (and thus consolidate) as noncontrolling interests and classify those interests as a component of consolidated equity, separate from total Ventas stockholders’ equity, on our Consolidated Balance Sheets. For consolidated joint ventures with pro rata distribution allocations, net income or loss is allocated between the joint venture partners based on their respective stated ownership percentages. In other cases, net income or loss is allocated between the joint venture partners based on the hypothetical liquidation at book value 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.
Business Combinations
We account for acquisitions using the acquisition method and record 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, generally not to exceed 35 years. We determine the fair value of other fixed assets, such as site improvements and furniture, fixtures and equipment, based upon the replacement cost and depreciate such value over the assets’ estimated remaining useful lives as determined at the applicable acquisition date. We determine the value of land either by considering the sales prices of similar properties in recent transactions or based on internal analyses of recently acquired and existing comparable properties within our portfolio. We generally determine the value of construction in progress based upon the replacement cost. However, for certain acquired properties that are part of a ground-up development, we determine fair value by using the same valuation approach as for all other properties and deducting the estimated cost to complete the development. During the remaining construction period, we capitalize 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 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.
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 to us relative to market conditions on the acquisition date, we recognize an intangible asset or liability at fair value and amortize that asset or liability to interest or rental expense in our Consolidated Statements of Income over the applicable lease term. 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 with the same terms and length to maturity would be made to borrowers with similar credit ratings. We do not establish a valuation allowance at the acquisition date because the estimated future cash flows already reflect our judgment regarding their uncertainty. 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

9

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, as appropriate.
We estimate the fair value of noncontrolling interests assumed consistent with the manner in which we value all of the underlying assets and liabilities.
We calculate the fair value of long-term 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.
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. We report discontinued operations when the following criteria are met: (1) a component of an entity or group of components that has been disposed of or classified as held for sale and represents a strategic shift that has or will have a major effect on an entity’s operations and financial results; or (2) an acquired business that is classified as held for sale on the acquisition date. Assets relating to the CCP Spin-Off were reported as discontinued operations once the transaction was completed. The results of operations for assets meeting the definition of discontinued operations are reflected in our Consolidated Statements of Income as discontinued operations for all periods presented. We allocate estimated interest expense to discontinued operations based on property values and our weighted average interest rate or the property’s actual mortgage interest.
Impairment of Long-Lived 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 any shortfall from carrying value as an impairment loss in the current period.
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 consist of inputs other than quoted prices included in level one that are directly or indirectly observable for the asset or liability. Level two inputs may include quoted prices for similar assets and liabilities in active markets and other inputs for the asset or liability that are observable at commonly quoted intervals, such as interest rates, foreign exchange rates and yield curves. Level three inputs are unobservable inputs for the asset or liability, which typically are based on our own assumptions, because there is little, if any, related market activity. If the determination of the fair value measurement is based on inputs from different levels of the hierarchy, the level within which the entire fair value measurement falls is the lowest level input that is significant to the fair value measurement in its entirety. If the volume and level of market activity for an asset or liability has decreased significantly relative to the normal market activity for that 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 and restricted cash and cash equivalents reported on our Consolidated Balance Sheets approximates fair value due to the short maturity of these instruments.

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•
Loans receivable - We estimate the fair value of loans receivable using level two and level three inputs: we discount the future cash flows using current interest rates at which similar loans with the same terms and length to maturity would be made to borrowers with similar credit ratings.
•
Marketable debt securities - We estimate the fair value of corporate bonds using level two inputs: we observe quoted prices for similar assets or liabilities in active markets that we have the ability to access. We estimate the fair value of certain government-sponsored pooled loan investments using level three inputs: we consider credit spreads, underlying asset performance and credit quality, 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, interest rate swaps and foreign currency forward contracts, using level two inputs: for interest rate caps, we observe 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; and for foreign currency forward contracts, we estimate the future values of the two currency tranches using forward exchange rates that are based on traded forward points and calculate a present value of the net amount using a discount factor based on observable traded interest rates.
•
Senior notes payable and other debt - We estimate the fair value of senior notes payable and other debt using level two inputs: we discount the future cash flows using current interest rates at which we could obtain similar borrowings. For mortgage debt, we may estimate fair value using level three inputs.
•
Redeemable OP unitholder interests - We estimate the fair value of our redeemable OP unitholder interests using level one inputs: we base fair value on the closing price of our common stock, as units may be redeemed at the election of the holder for cash or, at our option, shares of our common stock, subject to adjustment in certain circumstances.
Revenue Recognition
Triple-Net Leased Properties and 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 collectibility 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 September 30, 2015 and December 31, 2014, this cumulative excess totaled $210.6 million (net of allowances of $96.4 million) and $187.6 million (net of allowances of $83.5 million), respectively.
Certain of our leases provide for periodic increases in base rent only if certain revenue parameters or other substantive contingencies are met. We recognize the increased rental revenue under these leases as the related parameters or contingencies are met, rather than on a straight-line basis over the applicable lease term.
Senior Living Operations
We recognize resident fees and services, other than move-in fees, monthly as services are provided. We generally recognize move-in fees on a straight-line basis over the average resident stay. Our lease agreements with residents generally have terms 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 or less than our estimate of the fair value of the collateral, we recognize interest income on a cash basis. We provide a reserve against an impaired loan to the extent our total investment in the loan exceeds our estimate of the fair value of the loan collateral.
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 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.
 

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Allowances
We assess the collectibility of our rent receivables, including straight-line rent receivables. 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 also 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 receive the rent payments due in the future, we provide a reserve against the recognized straight-line rent receivable asset for the portion, up to its full value, that we estimate may not 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 in the period we make such change in our assumptions or estimates.
Recently Issued or Adopted Accounting Standards
In April 2015, the FASB issued Accounting Standards Update (“ASU”) 2015-03, Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”), which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected. Also in August 2015, the FASB issues ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated With Line-of-Credit Arrangements (“ASU 2015-15”) which clarifies the SEC staff’s position not objecting to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing such costs, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. We adopted ASU 2015-03 and 2015-15 for the quarter ended September 30, 2015. There were deferred financing costs of $72.0 million and $60.3 million as of September 30, 2015 and December 31, 2014, respectively that are now classified within senior notes payable and other debt on our Consolidated Balance Sheets.

In September 2015, the FASB issued ASU 2015-16, Simplifying the Accounting for Measurement-Period Adjustments (“ASU 2015-16”) to simplify the accounting for business combinations, specifically as it relates to measurement-period adjustments. Acquiring entities in a business combination must recognize measurement-period adjustments in the reporting period in which the adjustment amounts are determined. Also, ASU 2015-16 requires entities to present separately on the face of the income statement (or disclose in the notes to the financial statements) the portion of the amount recorded in the current period earnings, by line item, that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective for the Company beginning January 1, 2016 and is to be applied prospectively to measurement-period adjustments that occur after the effective date. We do not expect the adoption of this ASU to have a significant impact on our consolidated financial statements.
In 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, Revenue From Contracts With Customers (“ASU 2014-09”), which outlines a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. ASU 2014-09 states that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” While ASU 2014-09 specifically references contracts with customers, it may apply to certain other transactions such as the sale of real estate or equipment. In 2015, the FASB provided for a one-year deferral of the effective date for ASU 2014-09 which is now effective for us beginning January 1, 2018. We are continuing to evaluate this guidance; however, we do not expect its adoption to have a significant impact on our consolidated financial statements, as a substantial portion of our revenue consists of rental income from leasing arrangements, which are specifically excluded from ASU 2014-09.
In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis (“ASU 2015-02”), which makes certain changes to both the variable interest model and the voting model, including changes to (1) the identification of variable interests (fees paid to a decision maker or service provider), (2) the variable interest entity characteristics for a limited partnership or similar entity and (3) the primary beneficiary determination. ASU 2015-02 is effective for us beginning January 1, 2016. We are continuing to evaluate this guidance; however, we do not expect its adoption to have a significant impact on our consolidated financial statements.
NOTE 3—CONCENTRATION OF CREDIT RISK
As of September 30, 2015, Atria, Sunrise, Brookdale Senior Living and Kindred managed or operated approximately 22.8%, 11.8%, 8.5% and 2.1%, respectively, of our real estate investments based on gross book value (excluding properties classified as held for sale as of September 30, 2015). Seniors housing communities constituted approximately 65.1% of our real

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estate investments based on gross book value (excluding properties classified as held for sale as of September 30, 2015), while MOBs, skilled nursing and other facilities, and hospitals collectively comprised the remaining 34.9%. Our properties were located in 47 states, the District of Columbia, seven Canadian provinces and the United Kingdom as of September 30, 2015, with properties in 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) for the three months then ended.
Triple-Net Leased Properties
For the three months ended September 30, 2015 and 2014, approximately 5.1% and 6.2%, respectively, of our total revenues and 8.9% and 11.2%, 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 5.6% and 5.7%, respectively, of our total revenues and 9.7% and 10.3%, 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 Kindred is a triple-net lease that obligates the tenant to pay all property-related expenses, including maintenance, utilities, repairs, taxes, insurance and capital expenditures, and to comply with the terms of the mortgage financing documents, if any, affecting the properties. In addition, each of 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 for the three months ended September 30, 2015 and 2014. 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 December 2014, we entered into favorable agreements with Kindred to transition or sell the operations of nine licensed healthcare assets, make modifications to the master leases governing 34 leased assets, and reimburse us for certain deferred capital expenditures at skilled nursing facilities previously transferred to new operators. In January 2015, Kindred paid us $37 million in connection with these agreements, which is being amortized over the remaining lease term for the 34 assets governed by the modified master leases. We own or have the rights to all licenses and certificates of need at the nine properties to be transitioned or sold, and Kindred has extensive and detailed obligations to cooperate and ensure an orderly transition of the properties to another operator. As of September 30, 2015, three of the nine properties have been sold and three of the nine properties were disposed of as part of the CCP Spin-Off.
Senior Living Operations
As of September 30, 2015, Atria and Sunrise, collectively, provided comprehensive property management and accounting services with respect to 269 of our seniors housing communities, for which we pay annual management fees pursuant to long-term management agreements.
Because our independent operators, including Atria and Sunrise, manage our properties in exchange for the receipt of a management fee from us, we are not directly exposed to the credit risk of our managers in the same manner or to the same extent as our triple-net tenants. However, we rely on our managers’ personnel, expertise, technical resources and information systems, proprietary information, good faith and judgment to manage our senior living operations efficiently and effectively. We also rely on our managers to set appropriate resident fees 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.

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Our 34% ownership interest in Atria entitles us to certain rights and minority protections, as well as the right to appoint two of five members on 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 Quarterly Report on Form 10-Q has been derived from SEC filings made by Brookdale Senior Living or Kindred, as the case may be, or other publicly available information, or was provided to us by Brookdale Senior Living or Kindred, and we have not verified this information through an independent investigation or otherwise. We have no reason to believe that this information is inaccurate in any material respect, but we cannot assure you of its accuracy. We are providing this data for informational purposes only, and you are encouraged to obtain Brookdale Senior Living’s and Kindred’s publicly available filings, which can be found at the SEC’s website at www.sec.gov.
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 within this Quarterly Report on Form 10-Q 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 activities during the nine months ended September 30, 2015 and the year ended December 31, 2014. We acquire and invest 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.
2015 Acquisitions
HCT Acquisition
In January 2015, we acquired HCT in a stock and cash transaction, which added 152 properties to our portfolio. At the effective time of the merger, each share of HCT common stock outstanding (other than shares held by us, HCT or our respective subsidiaries, which shares were canceled) was converted into the right to receive either 0.1688 shares of our common stock (with cash paid in lieu of fractional shares) or $11.33 per share in cash, at the election of each HCT shareholder. Shares of HCT common stock for which a valid election was not made were converted into the stock consideration. We funded the transaction through the issuance of approximately 28.4 million shares of our common stock and 1.1 million limited partnership units that are redeemable for shares of our common stock and the payment of approximately $11 million in cash (excluding cash in lieu of fractional shares). In addition, we assumed $167 million of mortgage debt and repaid approximately $730 million of debt, net of HCT cash on hand. In August 2015, 20 of the properties that we acquired in the HCT acquisition were disposed of as part of the CCP Spin-Off.
Ardent Health Services Acquisition
On August 4, 2015, we completed our acquisition of Ardent Health Services, Inc. (“AHS”) and simultaneous separation and sale of the Ardent hospital operating company (“Ardent”) to a consortium composed of an entity controlled by Equity Group Investments, Ardent’s management team and us (collectively the “Ardent Transaction”). As of the acquisition date, we recorded the estimated fair value of our investment in owned hospital and other real estate of approximately $1.3 billion. At closing, we paid $26.3 million for our 9.9% interest in Ardent which represents our estimate of the acquisition date fair value of this interest. Upon closing, we entered into a long-term triple-net master lease with Ardent to operate the ten hospitals and other real estate we acquired.
Other 2015 Acquisitions
In 2015, we made other investments totaling approximately $514 million, including the acquisition of eleven triple-net
leased properties; one MOB; and 12 skilled nursing facilities (all of which were disposed of as part of the CCP Spin-Off).
Completed Developments
During 2015, we completed the development of one triple-net leased seniors housing community, representing $7.8 million of net real estate property on our Consolidated Balance Sheets as of September 30, 2015.

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Estimated Fair Value
We are accounting for our 2015 acquisitions under the acquisition method in accordance with ASC Topic 805, Business Combinations (“ASC 805”). Our initial accounting for acquisitions completed during the nine months ended September 30, 2015 remains subject to further adjustment. 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
 
Total
 
(In thousands)
Land and improvements
$
190,566

 
$
70,713

 
$
171,650

 
$
432,929

Buildings and improvements
1,726,553

 
703,080

 
1,125,726

 
3,555,359

Acquired lease intangibles
169,362

 
83,867

 
178,165

 
431,394

Other assets
173,144

 
273,523

 
398,097

 
844,764

Total assets acquired
2,259,625

 
1,131,183

 
1,873,638

 
5,264,446

Notes payable and other debt
—

 
77,940

 
99,917

 
177,857

Other liabilities
43,841

 
43,412

 
48,789

 
136,042

Total liabilities assumed
43,841

 
121,352

 
148,706

 
313,899

Net assets acquired
2,215,784

 
1,009,831

 
1,724,932

 
4,950,547

Redeemable OP unitholder interests assumed
 
 
 
 
 
 
87,245

Cash acquired
 
 
 
 
 
 
54,778

Equity issued
 
 
 
 
 
 
2,216,355

Total cash used


 


 


 
$
2,592,169

For certain acquisitions, the determination of fair values of the assets acquired and liabilities assumed has changed and is subject to further adjustment from the amounts reported in ‘‘Note 4-Acquisitions of Real Estate Property’’ of the Notes to Consolidated Financial Statements included in Part I of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, filed with the SEC on July 27, 2015, due primarily to reclassification adjustments for presentation and adjustments to our valuation assumptions. The changes to our valuation assumptions were based on more accurate information concerning the subject assets and liabilities. None of these changes had a material impact on our Consolidated Financial Statements.
Included in other assets above is $746.5 million of goodwill, which represents the excess of the purchase price over the fair value of the assets acquired and liabilities assumed as of the acquisition date. Goodwill has been allocated to our reportable business segments based on the respective fair value of the net assets acquired, as follows: triple-net leased properties - $133.5 million; senior living operations - $219.7 million; and MOB operations - $393.4 million.
Aggregate Revenue and NOI
For the nine months ended September 30, 2015, aggregate revenue and NOI derived from our 2015 real estate acquisitions during our period of ownership were $223.0 million and $132.3 million, respectively, excluding revenue and NOI for any assets contributed in the CCP Spin-Off.
Transaction Costs
Transaction costs are expensed as incurred and included in merger-related expenses and deal costs in our Consolidated Statements of Income. For the nine months ended September 30, 2015 and 2014, we expensed, as incurred, $96.9 million and $5.4 million, respectively, costs related to our completed 2015 transactions, $4.0 million and $0.8 million of which are reported within discontinued operations.

15

Unaudited Pro Forma
The following table illustrates the effect on net income and earnings per share if we had consummated the HCT acquisition and Ardent Transaction as of January 1, 2014 and excludes assets that were acquired in the HCT acquisition but subsequently disposed of as part of the CCP Spin-Off.
 
For the Three Months Ended September 30,
 
For the Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
 
(In thousands, except per share amounts)
Revenues
$
837,203

 
$
801,333

 
$
2,519,122

 
$
2,333,926

Income from continuing operations attributable to common stockholders, including real estate dispositions
$
73,329

 
$
131,160

 
$
375,553

 
$
410,149

Earnings per common share:
 
 
 
 
 
 
 
Basic:
 
 
 
 
 
 
 
Income from continuing operations attributable to common stockholders, including real estate dispositions
$
0.22

 
$
0.41

 
$
1.14

 
$
1.27

Diluted:
 
 
 
 
 
 
 
Income from continuing operations attributable to common stockholders, including real estate dispositions
$
0.22

 
$
0.40

 
$
1.13

 
$
1.26

Weighted average shares used in computing earnings per common share:
 
 
 
 
 
 
 
Basic
332,491

 
322,445

 
329,440

 
322,380

Diluted
336,338

 
326,028

 
332,210

 
325,944

Costs related to the HCT acquisition and Ardent Transaction are not expected to have a continuing impact and, therefore, have been excluded from these pro forma results. The pro forma results also do not include the impact of any synergies that may be achieved in the HCT acquisition and Ardent Transaction, any reduction in our borrowing costs resulting from the acquisition or any strategies that management may consider in order to continue to efficiently manage our operations, nor do they give pro forma effect to any other acquisitions, dispositions or capital markets transactions that we completed during the periods presented. These pro forma results are not necessarily indicative of the operating results that would have been obtained had the HCT and Ardent acquisitions occurred at the beginning of the periods presented, nor are they necessarily indicative of future operating results.
2014 Acquisitions
Holiday Canada Acquisition
In August 2014, we acquired 29 seniors housing communities located in Canada from Holiday Retirement (the “Holiday Canada Acquisition”) for a purchase price of CAD 957.0 million. We also paid CAD 26.9 million in costs relating to the early repayment of debt at closing. We funded the Holiday Canada Acquisition initially through borrowings under a CAD 791.0 million unsecured term loan that we incurred in July 2014 (and subsequently repaid primarily through a private placement of senior notes in Canada) and the assumption of CAD 193.7 million of debt.
Other 2014 Acquisitions
During the year ended December 31, 2014, we also acquired three triple-net leased private hospitals (located in the United Kingdom), 26 triple-net leased seniors housing communities and four seniors housing communities that are being operated by independent third-party managers for aggregate consideration of approximately $812.0 million. We also paid $18.8 million in costs relating to the early repayment of debt at closing of the applicable transactions. In addition, we acquired a construction design, planning and consulting business to complement our MOB operations through the issuance of 148,241 shares of our common stock.
Completed Developments
During 2014, we completed the development of two MOBs and one seniors housing community, representing $41.2 million of net real estate property on our Consolidated Balance Sheets as of December 31, 2014.

16

Estimated Fair Value
We are accounting for our 2014 acquisitions under the acquisition method in accordance with ASC 805 and have completed our initial accounting, which is subject to further adjustment. The following table summarizes the acquisition date fair values of the assets acquired and liabilities assumed in our 2014 real estate acquisitions, which we determined using level two and level three inputs:
 
Triple-Net Leased Properties
 
Senior Living Operations
 
Total
 
(In thousands)
Land and improvements
$
45,586

 
$
100,281

 
$
145,867

Buildings and improvements
546,849

 
1,081,630

 
1,628,479

Acquired lease intangibles
28,883

 
36,452

 
65,335

Other assets
227

 
12,393

 
12,620

Total assets acquired
621,545

 
1,230,756

 
1,852,301

Notes payable and other debt
12,927

 
228,150

 
241,077

Other liabilities
8,609

 
124,960

 
133,569

Total liabilities assumed
21,536

 
353,110

 
374,646

Net assets acquired
600,009

 
877,646

 
1,477,655

Cash acquired
227

 
8,704

 
8,931

Total cash used
$
599,782

 
$
868,942

 
$
1,468,724

NOTE 5—DISPOSITIONS
CCP Spin-Off
On August 17, 2015, we completed the CCP Spin-Off. In connection with the CCP Spin-Off, we disposed of 355 high-quality triple-net leased skilled nursing facilities and other healthcare assets operated by private regional and local care providers. The CCP Spin-Off was effectuated through a distribution of the common shares of CCP to holders of our common stock as of the distribution record date, and qualified as a tax-free distribution to our stockholders. For every four shares of Ventas common stock held as of the distribution record date of August 10, 2015, Ventas stockholders received one CCP common share on August 17, 2015. On August 17, 2015, just prior to the effective time of the spin-off, CCP (as our then wholly owned subsidiary) received approximately $1.4 billion of proceeds from a recently completed term loan and revolving credit facility. CCP paid us a distribution of $1.3 billion from these proceeds. We used this distribution from CCP to pay down our existing debt ($1.1 billion) and to pay for a portion of our quarterly installment of dividends to our stockholders ($0.2 billion).
The historical results of operations of the CCP properties as well as the related assets and liabilities have been presented as discontinued operations in the consolidated statements of operations and comprehensive income. Discontinued operations also include separation costs incurred to complete the CCP Spin-Off of $40.3 million and $0.2 million for the nine months ended September 30, 2015 and 2014, respectively Separation costs for 2015 include $3.2 million of stock-based compensation expense representing the incremental fair value of unvested stock-based compensation awards as of the spin date. In addition, the assets and liabilities of CCP are presented separately from assets and liabilities from continuing operations in the accompanying consolidated balance sheets. The accompanying consolidated statements of cash flows include within operating, investing and financing cash flows those activities which related to our period of ownership of the CCP properties.

17

The following is a summary of the assets and liabilities of CCP at the CCP Spin-Off date (dollars in thousands):
 
August 17, 2015
 
December 31, 2014
 
(In thousands)
Assets:
 
 
 
Net real estate investments
$
2,588,255

 
$
2,274,310

Cash and cash equivalents
1,749

 
2,710

Goodwill
135,446

 
88,959

Assets held for sale
7,610

 
8,435

Other assets
15,089

 
16,596

Total assets
2,748,149

 
2,391,010

 
 
 
 
Liabilities:


 


Accounts payable and other liabilities
217,760

 
204,359

Liabilities related to assets held for sale
985

 
1,288

Total liabilities
218,745

 
205,647

 


 


Net assets:
$
2,529,404

 
$
2,185,363

 


 


Summarized financial information for CCP discontinued operations for the three and nine months ended September 30, 2015 and 2014, respectively is as follows (dollars in thousands):
 
For the Three Months Ended September 30,
 
For the Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
 
(In thousands)
Revenues:
 
 
 
 
 
 
 
Rental income
$
40,642

 
$
73,332

 
$
196,848

 
$
224,668

Income from loans and investments
449

 
857

 
2,148

 
2,533

Interest and other income
—

 
1

 
63

 
2

 
41,091

 
74,190

 
199,059

 
227,203

Expenses:
 
 
 
 
 
 
 
Interest
12,384

 
21,859

 
61,613

 
65,855

Depreciation and amortization
13,878

 
28,230

 
79,478

 
78,520

Property-level operating expenses
—

 
(1
)
 
—

 
—

General, administrative and professional fees
2

 
2

 
9

 
7

Merger-related expenses and deal costs
37,191

 
562

 
44,070

 
1,163

Other
162

 
5,816

 
1,332

 
7,252

 
63,617

 
56,468

 
186,502

 
152,797

(Loss) income before real estate dispositions and noncontrolling interest
(22,526
)
 
17,722

 
12,557

 
74,406

Gain (loss) on real estate dispositions
—

 
—

 
—

 
—

Net (loss) income from discontinued operations
(22,526
)
 
17,722

 
12,557

 
74,406

Net income attributable to noncontrolling interest
9

 
47

 
120

 
137

Net (loss) income from discontinued operations attributable to common stockholders
$
(22,535
)
 
$
17,675

 
$
12,437

 
$
74,269


Capital and development project expenditures relating to CCP for the three months ended September 30, 2015 and 2014 were $7.0 million and 3.9 million, respectively. Capital and development project expenditures relating to CCP for the nine

18

months ended September 30, 2015 and 2014 were $21.8 million and $10.1 million, respectively. Other than capital and development project expenditures there were no other significant non-cash operating or investing activities relating CCP.
We and CCP entered into a transition services agreement prior to the CCP Spin-Off pursuant to which we and our subsidiaries provide to CCP, on an interim, transitional basis, various services. The services provided include information technology, accounting and tax services. The overall fee charged by us for such services (the "Service Fee") is $2.5 million for one year. For the three and nine months ended September 30, 2015, we recognized income of $0.3 million relating to the Service Fee, which is payable in four quarterly installments. The transition services agreement will terminate on the expiration of the term of the last service provided under the agreement, which will be on or prior to August 31, 2016.
Discontinued Operations - Other than CCP Spin-Off
In addition to the amounts reported within discontinued operations relating to the CCP Spin-Off, we reported net income from discontinued operations attributable to common stockholders of $0.2 million and $1.0 million for the three and nine months ended September 30, 2015, respectively. In addition to the amounts reported within discontinued operations relating to the CCP Spin-Off, we reported net income from discontinued operations attributable to common stockholders of $0.5 million and $4.8 million within discontinued operations for the three months and nine months ended September 30, 2014, respectively.
As of September 30, 2015, all properties whose results are presented within discontinued operations have been sold.
2015 Activity
During the nine months ended September 30, 2015, we sold 32 triple-net leased properties and 25 MOBs for aggregate consideration of $436.0 million, including lease termination fees of $6.0 million (included within triple-net leased rental income in our Consolidated Statements of Income). We recognized a gain on the sales of these assets of $32.8 million (net of taxes), of which $18.1 million is being deferred due to an unsecured loan we made to the buyer in connection with the sale of certain assets. The gain will be deferred and subsequently recognized into income as principal payments are made on the loan over its five-year term.
In October 2015 we sold five triple-net leased properties for $78.4 million, to an existing tenant that had exercised their purchase option. In connection with this sale we provided the tenant with a $78.4 million secured loan, which is also guaranteed by the tenant. We plan to record an estimated gain on the sale of these assets of $9.4 million, which will be deferred due to the purchase financing. The gain will be deferred and subsequently recognized into income as principal payments are made on the loan over its six-year term.
2014 Activity
During the nine months ended September 30, 2014, we sold fifteen triple-net leased properties and four MOBs for aggregate consideration of $112.7 million and recognized a net gain on the sales of these assets of $19.9 million, of which $1.5 million is reported within discontinued operations in our Consolidated Statements of Income.
Assets Held for Sale
The table below summarizes our real estate assets classified as held for sale as of September 30, 2015 and December 31, 2014, including the amounts reported on our Consolidated Balance Sheets.
 
 
September 30, 2015
 
December 31, 2014
 
 
Number of Properties Held for Sale
 
Assets Held for Sale
 
Liabilities Held for Sale
 
Number of Properties Held for Sale (1)
 
Assets Held for Sale
 
Liabilities Held for Sale
 
 
(Dollars in thousands)
Triple-net leased properties (2)
 
8

 
$
80,178

 
$
12,265

 
333

 
$
2,410,840

 
$
205,931

MOB operations
 
10

 
88,753

 
53,200

 
34

 
163,334

 
48,749

Total
 
18

 
$
168,931

 
$
65,465

 
367

 
$
2,574,174

 
$
254,680

 
 
 
 
 
(1)
Two MOBs previously reported as held for sale (and discontinued operations) were classified as held and used (and part of continuing operations) as of September 30, 2015.
(2)
December 31, 2014 includes 323 properties disposed of as part of the CCP Spin-Off. Also included are loans, goodwill and other assets and liabilities contributed to CCP.

19

Real Estate Impairment
We recognized impairments of $4.1 million and $8.8 million for the three months ended September 30, 2015 and 2014, respectively, and $31.3 million and $17.2 million for the nine months ended September 30, 2015 and 2014, respectively, which are recorded primarily as a component of depreciation and amortization. Of these impairments, $0 and $4.3 million for the three months ended September 30, 2015 and 2014, respectively, and $8.9 million and $10.3 million for the nine months ended September 30, 2015 and 2014, were reported in discontinued operations in our Consolidated Statements of Income.
NOTE 6—LOANS RECEIVABLE AND INVESTMENTS
As of September 30, 2015 and December 31, 2014, we had $799.9 million and $896.5 million, respectively, of net loans receivable and investments relating to seniors housing and healthcare operators or properties. The following is a summary of our net loans receivable and investments as of September 30, 2015 and December 31, 2014, including amortized cost, fair value and unrealized gains (losses) on available-for-sale investments:
 
 
September 30, 2015
 
 
Carrying Amount
 
Amortized Cost
 
Fair Value
 
Unrealized Gain (Loss)
 
 
(In thousands)
 
 
 
 
 
 
 
 
 
Secured mortgage loans and other
 
$
703,003

 
$
703,003

 
$
709,527

 
$
—

Government-sponsored pooled loan investments
 
63,704

 
61,921

 
63,704

 
1,783

Total investments reported as Secured loans receivable and investments, net
 
766,707

 
764,924

 
773,231

 
1,783

 
 
 
 
 
 
 
 
 
Unsecured loans receivable
 
33,210

 
33,210

 
34,421

 
—

Total investments reported as Other assets
 
33,210

 
33,210

 
34,421

 
—

Total net loans receivable and investments
 
$
799,917

 
$
798,134

 
$
807,652

 
$
1,783

 
 
December 31, 2014
 
 
Carrying Amount
 
Amortized Cost
 
Fair Value
 
Unrealized Gain (Loss)
 
 
(In thousands)
 
 
 
 
 
 
 
 
 
Secured mortgage loans and other
 
$
739,766

 
$
739,766

 
$
748,842

 
$
—

Government-sponsored pooled loan investments
 
63,115

 
61,377

 
63,115

 
1,738

Total investments reported as Secured loans receivable and investments, net
 
802,881

 
801,143

 
811,957

 
1,738

 
 
 
 
 
 
 
 
 
Unsecured loans receivable
 
17,620

 
17,620

 
19,058

 
—

Marketable securities
 
76,046

 
71,000

 
76,046

 
5,046

Total investments reported as Other assets
 
93,666

 
88,620

 
95,104

 
5,046

Total net loans receivable and investments
 
$
896,547

 
$
889,763

 
$
907,061

 
$
6,784

2015 Activity

In June 2015 we sold our $71.0 million investment in senior unsecured corporate bonds for $76.8 million. We recognized a gain of $5.8 million that is included within income from loans and investments in our Consolidated Statements of Income for the nine months ended September 30, 2015. This gain includes $5.0 million that was previously unrealized within accumulated other comprehensive income on our Consolidated Balance Sheets as of December 31, 2014.

During the nine months ended September 30, 2015, we received aggregate proceeds of $97.0 million in final repayment of three secured and one unsecured loans receivable. We recognized gains aggregating $1.9 million on the repayment of these loans receivable that are recorded in income from loans and investments in our Consolidated Statements of Income for the nine months ended September 30, 2015.


20

We disposed of two secured and seven unsecured loans receivable as part of the CCP Spin-Off having carrying amounts of $26.9 million and $4.2 million, respectively, as of the CCP Spin-Off date and carrying amounts of $26.9 million and $4.3 million, respectively, as of December 31, 2014. These loans are reported as assets held for sale on our Consolidated Balance Sheets as of December 31, 2014.

2014 Activity

During the year ended December 31, 2014, we made a $425.0 million secured mezzanine loan investment that has a blended annual interest rate of 8.1% and has contractual maturities ranging between 2016 and 2019, and we purchased $71.0 million principal amount of senior unsecured corporate bonds, a $38.7 million interest in a government-sponsored pooled loan investment, and $21.7 million of marketable equity securities. During the year ended December 31, 2014, we sold all of our marketable equity securities for $22.3 million and recognized a gain of $0.6 million. Our investments in marketable debt securities and government-sponsored pooled loans are classified as available-for-sale, with contractual maturity dates in 2022 and 2023.

During the year ended December 31, 2014, we received aggregate proceeds of $55.9 million in final repayment of three secured and two unsecured loans receivable. We recognized aggregate gains aggregating $5.2 million on the repayment of these loans receivable that are recorded in income from loans and investments in our Consolidated Statements of Income for the year ended December 31, 2014.
NOTE 7—INVESTMENTS IN UNCONSOLIDATED ENTITIES
We report investments in unconsolidated entities over whose operating and financial policies we have the ability to exercise significant influence under the equity method of accounting. We are not required to consolidate these entities because our joint venture partners have significant participating rights, nor are these entities considered VIEs, as they are controlled by equity holders with sufficient capital. At September 30, 2015 and December 31, 2014, we had ownership interests (ranging from 5% to 25%) in joint ventures that owned 51 properties which is reported as Investments in unconsolidated real estate entities on our Consolidated Balance Sheets. Our ownership interests in operating entities, such as Atria and Ardent, are currently reported within Other assets on our Consolidated Balance Sheets. We account for our interests in real estate joint ventures, as well as our 34% interest in Atria and 9.9% interest in Ardent, under the equity method of accounting.
With the exception of our interests in Atria and Ardent, 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 $1.7 million and $2.0 million for the three months ended September 30, 2015 and 2014, respectively, and $5.4 million and $6.2 million for the nine months ended September 30, 2015 and 2014, respectively.

21

NOTE 8—INTANGIBLES
The following is a summary of our intangibles as of September 30, 2015 and December 31, 2014:
 
September 30, 2015
 
December 31, 2014
 
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
$
154,944

 
7.1
 
$
150,474

 
6.8
In-place and other lease intangibles
1,189,764

 
20.4
 
801,776

 
24.4
Goodwill
1,052,321

 
 N/A
 
363,971

 
 N/A
Other intangibles
35,932

 
8.3
 
36,454

 
7.9
Accumulated amortization
(615,599
)
 
 N/A
 
(514,133
)
 
 N/A
Net intangible assets
$
1,817,362

 
18.8
 
$
838,542

 
20.9
Intangible liabilities:
 
 
 
 
 
 
 
Below market lease intangibles
$
256,081

 
14.2
 
$
229,495

 
14.1
Other lease intangibles
34,160

 
27.8
 
32,103

 
26.1
Accumulated amortization
(108,151
)
 
 N/A
 
(97,371
)
 
 N/A
Purchase option intangibles
3,568

 
 N/A
 
13,549

 
 N/A
Net intangible liabilities
$
185,658

 
15.3
 
$
177,776

 
15.1
 
 
 
 
 
N/A—Not Applicable.
Above market lease intangibles and in-place and other lease intangibles are included in acquired lease intangibles within real estate investments on our Consolidated Balance Sheets. Other intangibles (including non-compete agreements, trade names and trademarks) are included in other assets on our Consolidated Balance Sheets. Below market lease intangibles, other lease intangibles and purchase option intangibles are included in accounts payable and other liabilities on our Consolidated Balance Sheets. For the nine months ended September 30, 2015 and 2014, our net amortization expense related to these intangibles was $106.3 million and $53.8 million, respectively. The estimated net amortization expense related to these intangibles for each of the next five years is as follows: 2015—$35.7 million; 2016—$97.6 million; 2017—$51.4 million; 2018—$42.3 million; and 2019—$36.3 million.
NOTE 9—OTHER ASSETS
The following is a summary of our other assets as of September 30, 2015 and December 31, 2014:
 
September 30,
2015
 
December 31,
2014
 
(In thousands)
Straight-line rent receivables, net
$
210,644

 
$
187,572

Unsecured loans receivable and investments, net
33,210

 
17,620

Other intangibles, net
14,598

 
19,122

Marketable securities
—

 
76,046

Other
160,050

 
151,282

Total other assets
$
418,502

 
$
451,642


22

NOTE 10—SENIOR NOTES PAYABLE AND OTHER DEBT
The following is a summary of our senior notes payable and other debt as of September 30, 2015 and December 31, 2014:
 
September 30,
2015
 
December 31,
2014
 
(In thousands)
Unsecured revolving credit facility (1)
$
114,052

 
$
919,099

3.125% Senior Notes due 2015
—

 
400,000

6% Senior Notes due 2015
—

 
234,420

1.55% Senior Notes due 2016
550,000

 
550,000

1.250% Senior Notes due 2017
300,000

 
300,000

2.00% Senior Notes due 2018
700,000

 
700,000

Unsecured term loan due 2018 (3)
200,000

 
200,000

Unsecured term loan due 2019 (3)
472,036

 
790,634

4.00% Senior Notes due 2019
600,000

 
600,000

3.00% Senior Notes, Series A due 2019 (2)
300,482

 
344,204

2.700% Senior Notes due 2020
500,000

 
500,000

Unsecured term loan due 2020
900,000

 
—

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

3.300% Senior Notes due 2022 (2)
187,800

 
—

3.750% Senior Notes due 2024
400,000

 
400,000

4.125% Senior Notes, Series B due 2024 (2)
187,800

 
215,128

3.500% Senior Notes due 2025
600,000

 
—

4.125% Senior Notes due 2026
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

 
258,750

5.70% Senior Notes due 2043
300,000

 
300,000

4.375% Senior Notes due 2045
300,000

 
—

Mortgage loans and other (4)
2,087,414

 
2,284,763

Total
11,333,707

 
10,872,371

Deferred financing costs, net
(71,978
)
 
(60,328
)
Unamortized fair value adjustment
36,408

 
41,853

Unamortized discounts
(29,577
)
 
(26,132
)
Senior notes payable and other debt
$
11,268,560

 
$
10,827,764

 
 
 
 
 
(1)
$17.1 million and $164.1 million of aggregate borrowings were in the form of Canadian dollars as of September 30, 2015 and December 31, 2014, respectively.
(2)
These borrowings are in the form of Canadian dollars.
(3)
These amounts represent in aggregate the $672 million of unsecured term loan borrowings under our unsecured credit facility, of which $93.4 million included in the 2019 tranche is in the form of Canadian dollars.
(4)
2015 excludes debt related to real estate assets classified as held for sale as of September 30, 2015. The total mortgage debt for these properties as of September 30, 2015 was $48.3 million and is included in accounts payable and other liabilities on our Consolidated Balance Sheet. 2014 excludes debt related to real estate assets classified as held for sale as of December 31, 2014. The total mortgage debt for these properties as of December 31, 2014 was $43.5 million and was included in liabilities related to assets held for sale on our Consolidated Balance Sheet.


23

As of September 30, 2015, our indebtedness had the following maturities:
 
Principal Amount
Due at Maturity
 
Unsecured
Revolving Credit
Facility (1)
 
Scheduled Periodic
Amortization
 
Total Maturities
 
(In thousands)
2015
$
9,057

 
$
—

 
$
9,052

 
$
18,109

2016
615,077

 
—

 
33,366

 
648,443

2017
822,764

 
—

 
29,493

 
852,257

2018
1,101,879

 
114,052

 
23,503

 
1,239,434

2019
1,920,978

 
—

 
15,901

 
1,936,879

Thereafter (2)
6,501,581

 
—

 
137,004

 
6,638,585

Total maturities
$
10,971,336

 
$
114,052

 
$
248,319

 
$
11,333,707

 
 
 
 
 
(1)
As of September 30, 2015, we had $65.2 million of unrestricted cash and cash equivalents, for $48.8 million of net borrowings outstanding under our unsecured revolving credit facility.
(2)
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.
Unsecured Revolving Credit Facility and Unsecured Term Loans
Our unsecured credit facility is comprised of a $2.0 billion revolving credit facility priced at LIBOR plus 1.0% as of September 30, 2015, and a $200.0 million four-year term loan and an $800.0 million five-year term loan, each priced at LIBOR plus 1.05% as of September 30, 2015. The 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 $200.0 million and $800.0 million term loans mature in January 2018 and January 2019, respectively. The unsecured credit facility also includes an accordion feature that permits us to increase our aggregate borrowing capacity thereunder to up to $3.5 billion.
In August 2015, we completed a $900 million five year term loan having a variable interest rate of LIBOR plus 97.5 basis points. The term loan matures in 2020.
Also in August 2015, we repaid $305.0 million of our unsecured term loan due 2019 and recognized a loss on extinguishment of debt of $1.6 million representing a write-off of the then unamortized deferred financing fees.
As of September 30, 2015, we had $114.1 million of borrowings outstanding, $14.9 million of letters of credit outstanding and $1.9 billion of unused borrowing capacity available under our unsecured revolving credit facility.
Senior Notes
In January 2015, we issued and sold $600.0 million aggregate principal amount of 3.500% senior notes due 2025 at a public offering price equal to 99.663% of par, for total proceeds of $598.0 million before the underwriting discount and expenses, and $300.0 million aggregate principal amount of 4.375% senior notes due 2045 at a public offering price equal to 99.500% of par, for total proceeds of $298.5 million before the underwriting discount and expenses.
Also in January 2015, Ventas Canada Finance Limited issued and sold CAD 250.0 million aggregate principal amount of 3.30% senior notes, series C due 2022 at an offering price equal to 99.992% of par, for total proceeds of CAD 250.0 million before the agent fees and expenses. The notes were offered on a private placement basis in Canada.
In May 2015, we repaid in full, at par, $234.4 million aggregate principal amount then outstanding of our 6% senior notes due 2015 upon maturity.
In July 2015, we issued and sold $500.0 million aggregate principal amount of 4.125% senior notes due 2026 at a public offering price equal to 99.218% of par, for total proceeds of $496.1 million before the underwriting discount and expenses.
In September 2015, we redeemed all $400.0 million principal amount then outstanding of our 3.125% senior notes due November 2015 at a redemption price equal to 100.7% of par, plus accrued and unpaid interest to the redemption date, and recognized a loss on extinguishment of debt of $2.9 million.

24

Mortgages
During the nine months ended September 30, 2015, we repaid in full mortgage loans outstanding in the aggregate principal amount of $366.8 million and a weighted average maturity of 2.4 years and recognized a loss on extinguishment of debt of $10.4 million in connection with these repayments.
NOTE 11—FAIR VALUES OF FINANCIAL INSTRUMENTS
As of September 30, 2015 and December 31, 2014, the carrying amounts and fair values of our financial instruments were as follows:
 
September 30, 2015
 
December 31, 2014
 
Carrying
Amount
 
Fair Value
 
Carrying
Amount
 
Fair Value
 
(In thousands)
Assets:
 
 
 
 
 
 
 
Cash and cash equivalents
$
65,231

 
$
65,231

 
$
55,348

 
$
55,348

Secured loans receivable, net
703,003

 
709,527

 
739,766

 
748,842

Unsecured loans receivable, net
33,210

 
34,421

 
17,620

 
19,058

Government-sponsored pooled loan investments
63,704

 
63,704

 
63,115

 
63,115

Marketable securities
—

 
—

 
76,046

 
76,046

Liabilities:
 
 
 
 
 
 
 
Senior notes payable and other debt, gross
11,333,707

 
11,550,381

 
10,872,371

 
11,197,131

Derivative instruments and other liabilities
3,036

 
3,036

 
2,743

 
2,743

Redeemable OP unitholder interests
188,473

 
188,473

 
159,134

 
159,134

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—LITIGATION
Litigation Relating to the HCT Acquisition
In the weeks following the announcement on June 2, 2014 of our agreement to acquire HCT, a total of 13 putative class actions were filed by purported HCT stockholders challenging the transaction. Certain of the actions also purport to bring derivative claims on behalf of HCT. Among other things, the lawsuits allege that the directors of HCT breached their fiduciary duties by approving the transaction and that we and our subsidiaries, Stripe Sub, LLC and Stripe OP, LP, aided and abetted this purported breach of fiduciary duty. The complaints seek injunctive relief and damages.
Ten of these actions were filed in the Circuit Court for Baltimore City, Maryland and consolidated under the caption In re: American Realty Capital, Healthcare Trust, Inc. Shareholder & Derivative Litigation, Case No. 24-C-14-003534, two actions were filed in the Supreme Court of the State of New York, County of New York, and one action was filed in the United States District Court of Maryland.
On January 2, 2015, the parties to the consolidated Maryland state court action entered into a memorandum of understanding that contemplated the settlement of the Maryland action and the release of all claims that could be brought by or on behalf of any HCT stockholder related to the HCT acquisition, including all claims asserted on behalf of each alleged class of HCT stockholders. The proposed settlement terms require HCT to make certain additional disclosures related to the merger, which were set forth in HCT's Current Report on Form 8-K dated January 2, 2015.
On January 5, 2015, the parties to the federal action also entered into a memorandum of understanding that contemplated the settlement of the federal action and the release of all claims that could be brought by or on behalf of any HCT stockholder related to the HCT acquisition, including all claims asserted on behalf of each alleged class of HCT stockholders. The proposed

25

settlement terms required HCT to make certain additional disclosures related to the merger, which were set forth in HCT's Current Report on Form 8-K dated January 5, 2015.
On August 24, 2015, the plaintiffs in the Maryland state court action submitted a stipulation of settlement to the court executed by the parties and moved for preliminary approval of the settlement. The plaintiffs in the Maryland federal action have agreed to allow the settlement to proceed through the state court and do not currently plan to submit an additional stipulation to the federal court. The settlement is contingent on providing notice to HCT’s stockholders, who will have an opportunity to object to the settlement. The settlement is also contingent on final court approval, after a hearing to be scheduled by the Circuit Court for Baltimore City, Maryland at which the court will consider the fairness, reasonableness and adequacy of the settlement. There can be no assurance that the court will approve the proposed settlement.
We believe that each of these actions is without merit.
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 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 12, 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 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.

26

Although the TRS entities and certain other foreign entities have paid minimal cash federal and foreign income taxes for the nine months ended September 30, 2015, their income tax liabilities may increase in future periods as we exhaust net operating loss (“NOL”) carryforwards and as our senior living and other operations grow. Such increases could be significant.
Our consolidated provision for income taxes for the three months ended September 30, 2015 and 2014 was a benefit of $10.7 million and $1.9 million, respectively. Our consolidated provision for income taxes for the nine months ended September 30, 2015 and 2014 was a benefit of $27.7 million and expense of $4.8 million, respectively. The income tax benefit for the nine months ended September 30, 2015 is due primarily to operating losses at our TRS entities. The income tax expense for the nine months ended September 30, 2014 was due primarily to operating income at our TRS entities.
Realization of a deferred tax benefit related to NOLs depends in part upon generating sufficient taxable income in future periods. Our NOL carryforwards begin to expire in 2024 with respect to our TRS entities and in 2016 for the REIT.
Each TRS and foreign entity is a tax paying component for purposes of classifying deferred tax assets and liabilities. Net deferred tax liabilities with respect to our TRS and foreign entities totaled $352.7 million and $344.3 million as of September 30, 2015 and December 31, 2014, respectively, and related primarily to differences between the financial reporting and tax bases of fixed and intangible assets and to loss carryforwards.
Generally, we are subject to audit under the statute of limitations by the Internal Revenue Service for the year ended December 31, 2012 and subsequent years and are subject to audit by state taxing authorities for the year ended December 31, 2011 and subsequent years. We are subject to audit by the Canada Revenue Agency and provincial authorities with respect to entities acquired or formed in connection with our 2007 acquisition of Sunrise Senior Living Real Estate Investment Trust generally for periods subsequent to the acquisition. We are also subject to audit in Canada for periods subsequent to the acquisition, and certain prior periods, with respect to the entities acquired in connection with the Holiday Canada Acquisition.
NOTE 14—STOCKHOLDERS’ EQUITY
Capital Stock
In January 2015, in connection with the HCT acquisition, we issued approximately 28.4 million shares of our common stock and 1.1 million Class C Units that are redeemable for our common stock.
In January 2015, we issued and sold 3,750,202 shares of common stock under our previous “at-the-market” (“ATM”) equity offering program for aggregate net proceeds of $285.4 million, after sales agent commissions of $4.4 million. In March 2015, we replaced our previous shelf registration statement that was scheduled to expire in accordance with the SEC’s rules with a new universal shelf registration statement, rendering our previous ATM program inaccessible.  In connection with our new universal shelf registration statement, we established a new ATM program pursuant to which we may sell, from time to time, up to an aggregate of $1.0 billion of our common stock.  Through September 30, 2015 we have issued and sold 2,075,708 shares of our common stock under the new ATM equity offering program for aggregate net proceeds of $132.7 million, after sales agent commissions of $2.0 million.
Accumulated Other Comprehensive Income
The following is a summary of our accumulated other comprehensive income as of September 30, 2015 and December 31, 2014:
 
September 30, 2015
 
December 31, 2014
 
(In thousands)
Foreign currency translation
$
(6,852
)
 
$
866

Unrealized gain on marketable securities
1,738

 
6,784

Other
4,522

 
5,471

Total accumulated other comprehensive (loss) income
$
(592
)
 
$
13,121


27

NOTE 15—EARNINGS PER COMMON SHARE
The following table shows the amounts used in computing our basic and diluted earnings per common share:
 
For the Three Months Ended September 30,
 
For the Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
 
(In thousands, except per share amounts)
 
 
 
 
Numerator for basic and diluted earnings per share:
 
 
 
 
 
 
 
Income from continuing operations attributable to common stockholders, including real estate dispositions
$
45,235

 
$
90,961

 
$
279,681

 
$
289,551

Discontinued operations
(22,383
)
 
18,171

 
13,434

 
79,026

Net income attributable to common stockholders          
$
22,852

 
$
109,132

 
$
293,115

 
$
368,577

Denominator:
 
 
 
 
 
 
 
Denominator for basic earnings per share—weighted average shares
332,491

 
294,030

 
329,440

 
293,965

Effect of dilutive securities:
 
 
 
 
 
 
 
Stock options
307

 
492

 
401

 
468

Restricted stock awards
22

 
47

 
49

 
51

OP units
3,518

 
1,926

 
3,320

 
1,927

Denominator for diluted earnings per share—adjusted weighted average shares
336,338

 
296,495

 
333,210

 
296,411

Basic earnings per share:
 
 
 
 
 
 
 
Income from continuing operations attributable to common stockholders, including real estate dispositions
$
0.14

 
$
0.31


$
0.85


$
0.98

Discontinued operations
(0.07
)
 
0.06


0.04


0.27

Net income attributable to common stockholders          
$
0.07

 
$
0.37


$
0.89


$
1.25

Diluted earnings per share:
 
 
 
 
 
 
 
Income from continuing operations attributable to common stockholders, including real estate dispositions
$
0.14

 
$
0.31


$
0.84


$
0.97

Discontinued operations
(0.07
)
 
0.06


0.04


0.27

Net income attributable to common stockholders          
$
0.07

 
$
0.37


$
0.88


$
1.24


NOTE 16—SEGMENT INFORMATION
As of September 30, 2015, we operated through three reportable business segments: triple-net leased properties, senior living operations and MOB operations. Under our triple-net leased properties segment, we acquire and own seniors housing and healthcare properties throughout the United States and the United Kingdom and lease those properties to healthcare operating companies under “triple-net” or “absolute-net” leases that obligate the tenants to pay all property-related expenses. In our senior living operations segment, we invest in seniors housing communities throughout the United States and Canada and engage independent operators, such as Atria and Sunrise, to manage those communities. In our 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 any of 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. We consider segment profit useful because it allows investors, analysts and our management to measure unlevered property-level operating results and to compare our operating results to the operating results of other real estate companies and between periods on a consistent basis. In order to facilitate a clear understanding of our historical consolidated 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 Quarterly Report on Form 10-Q.

28

Interest expense, depreciation and amortization, general, administrative and professional fees, income tax expense/benefit, 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.
Summary information by reportable business segment is as follows:
For the three months ended September 30, 2015:
 
Triple-Net
Leased
Properties
 
Senior
Living
Operations
 
MOB
Operations
 
All
Other
 
Total
 
(In thousands)
Revenues:
 
 
 
 
 
 
 
 
 
Rental income
$
201,028

 
$
—

 
$
142,755

 
$
—

 
$
343,783

Resident fees and services
—

 
454,825

 
—

 
—

 
454,825

Medical office building and other services revenue
1,011

 
—

 
8,459

 
530

 
10,000

Income from loans and investments
—

 
—

 
—

 
18,924

 
18,924

Interest and other income
—

 
—

 
—

 
74

 
74

Total revenues
$
202,039

 
$
454,825

 
$
151,214

 
$
19,528

 
$
827,606

Total revenues
$
202,039

 
$
454,825

 
$
151,214

 
$
19,528

 
$
827,606

Less:
 
 
 
 
 
 
 
 
 
Interest and other income
—

 
—

 
—

 
74

 
74

Property-level operating expenses
—

 
304,540

 
43,305

 
—

 
347,845

Medical office building services costs
—

 
—

 
6,416

 
—

 
6,416

Segment NOI
202,039

 
150,285

 
101,493

 
19,454

 
473,271

(Loss) income from unconsolidated entities
(1,431
)
 
433

 
108

 
(65
)
 
(955
)
Segment profit
$
200,608

 
$
150,718

 
$
101,601

 
$
19,389

 
472,316

Interest and other income
 

 
 

 
 

 
 

 
74

Interest expense
 

 
 

 
 

 
 

 
(97,135
)
Depreciation and amortization
 

 
 

 
 

 
 

 
(226,332
)
General, administrative and professional fees
 

 
 

 
 

 
 

 
(32,114
)
Loss on extinguishment of debt, net
 
 
 
 
 
 
 
 
(15,331
)
Merger-related expenses and deal costs
 

 
 

 
 

 
 

 
(62,145
)
Other
 

 
 

 
 

 
 

 
(4,795
)
Income tax benefit
 

 
 

 
 

 
 

 
10,697

Discontinued operations
 

 
 

 
 

 
 

 
(22,383
)
Gain on real estate dispositions
 
 
 
 
 
 
 
 
265

Net income
 

 
 

 
 

 
 

 
$
23,117



29

For the three months ended September 30, 2014:
 
Triple-Net
Leased
Properties
 
Senior
Living
Operations
 
MOB
Operations
 
All
Other
 
Total
 
(In thousands)
Revenues:
 
 
 
 
 
 
 
 
 
Rental income
$
170,873

 
$
—

 
$
116,686

 
$
—

 
$
287,559

Resident fees and services
—

 
396,247

 
—

 
—

 
396,247

Medical office building and other services revenue
1,136

 
—

 
5,937

 
500

 
7,573

Income from loans and investments
—

 
—

 
—

 
13,186

 
13,186

Interest and other income
—

 
—

 
—

 
367

 
367

Total revenues
$
172,009

 
$
396,247

 
$
122,623

 
$
14,053

 
$
704,932

Total revenues
$
172,009

 
$
396,247

 
$
122,623

 
$
14,053

 
$
704,932

Less:
 
 
 
 
 
 
 
 
 
Interest and other income
—

 
—

 
—

 
367

 
367

Property-level operating expenses
—

 
265,274

 
41,262

 
—

 
306,536

Medical office building services costs
—

 
—

 
4,568

 
—

 
4,568

Segment NOI
172,009

 
130,973

 
76,793

 
13,686

 
393,461

Income (loss) from unconsolidated entities
252

 
(225
)
 
66

 
(140
)
 
(47
)
Segment profit
$
172,261

 
$
130,748

 
$
76,859

 
$
13,546

 
393,414

Interest and other income
 

 
 

 
 

 
 

 
367

Interest expense
 

 
 

 
 

 
 

 
(77,325
)
Depreciation and amortization
 

 
 

 
 

 
 

 
(173,006
)
General, administrative and professional fees
 

 
 

 
 

 
 

 
(29,464
)
Loss on extinguishment of debt, net
 
 
 
 
 
 
 
 
(2,414
)
Merger-related expenses and deal costs
 

 
 

 
 

 
 

 
(16,188
)
Other
 

 
 

 
 

 
 

 
(9,413
)
Income tax benefit
 

 
 

 
 

 
 

 
1,887

Discontinued operations
 

 
 

 
 

 
 

 
18,171

Gain on real estate dispositions
 
 
 
 
 
 
 
 
3,625

Net income
 

 
 

 
 

 
 

 
$
109,654


30

For the nine months ended September 30, 2015:
 
Triple-Net
Leased
Properties
 
Senior
Living
Operations
 
MOB
Operations
 
All
Other
 
Total
 
(In thousands)
Revenues:
 
 
 
 
 
 
 
 
 
Rental income
$
571,591

 
$
—

 
$
420,287

 
$
—

 
$
991,878

Resident fees and services
—

 
1,356,384

 
—

 
—

 
1,356,384

Medical office building and other services revenue
3,286

 
—

 
25,066

 
1,599

 
29,951

Income from loans and investments
—

 
—

 
—

 
66,192

 
66,192

Interest and other income
—

 
—

 
—

 
719

 
719

Total revenues
$
574,877

 
$
1,356,384

 
$
445,353

 
$
68,510

 
$
2,445,124

Total revenues
$
574,877

 
$
1,356,384

 
$
445,353

 
$
68,510

 
$
2,445,124

Less:
 
 
 
 
 
 
 
 
 
Interest and other income
—

 
—

 
—

 
719

 
719

Property-level operating expenses
—

 
902,154

 
129,152

 
—

 
1,031,306

Medical office building services costs
—

 
—

 
19,098

 
—

 
19,098

Segment NOI
574,877

 
454,230

 
297,103

 
67,791

 
1,394,001

(Loss) income from unconsolidated entities
(785
)
 
(221
)
 
226

 
(417
)
 
(1,197
)
Segment profit
$
574,092

 
$
454,009

 
$
297,329

 
$
67,374

 
1,392,804

Interest and other income
 

 
 

 
 

 
 

 
719

Interest expense
 

 
 

 
 

 
 

 
(263,422
)
Depreciation and amortization
 

 
 

 
 

 
 

 
(657,262
)
General, administrative and professional fees
 

 
 

 
 

 
 

 
(100,399
)
Loss on extinguishment of debt, net
 
 
 
 
 
 
 
 
(14,897
)
Merger-related expenses and deal costs
 

 
 

 
 

 
 

 
(105,023
)
Other
 

 
 

 
 

 
 

 
(13,948
)
Income tax benefit
 

 
 

 
 

 
 

 
27,736

Discontinued operations
 

 
 

 
 

 
 

 
13,434

Gain on real estate dispositions
 
 
 
 
 
 
 
 
14,420

Net income
 

 
 

 
 

 
 

 
$
294,162


31

For the nine months ended September 30, 2014:
 
Triple-Net
Leased
Properties
 
Senior
Living
Operations
 
MOB
Operations
 
All
Other
 
Total
 
(In thousands)
Revenues:
 
 
 
 
 
 
 
 
 
Rental income
$
500,047

 
$
—

 
$
346,942

 
$
—

 
$
846,989

Resident fees and services
—

 
1,141,781

 
—

 
—

 
1,141,781

Medical office building and other services revenue
3,429

 
—

 
13,311

 
1,500

 
18,240

Income from loans and investments
—

 
—

 
—

 
36,902

 
36,902

Interest and other income
—

 
—

 
—

 
811

 
811

Total revenues
$
503,476

 
$
1,141,781

 
$
360,253

 
$
39,213

 
$
2,044,723

Total revenues
$
503,476

 
$
1,141,781

 
$
360,253

 
$
39,213

 
$
2,044,723

Less:
 
 
 
 
 
 
 
 
 
Interest and other income
—

 
—

 
—

 
811

 
811

Property-level operating expenses
—

 
762,993

 
120,021

 
—

 
883,014

Medical office building services costs
—

 
—

 
9,565

 
—

 
9,565

Segment NOI
503,476

 
378,788

 
230,667

 
38,402

 
1,151,333

Income (loss) from unconsolidated entities
838

 
(209
)
 
326

 
(406
)
 
549

Segment profit
$
504,314

 
$
378,579

 
$
230,993

 
$
37,996

 
1,151,882

Interest and other income
 

 
 

 
 

 
 

 
811

Interest expense
 

 
 

 
 

 
 

 
(214,117
)
Depreciation and amortization
 

 
 

 
 

 
 

 
(507,167
)
General, administrative and professional fees
 

 
 

 
 

 
 

 
(93,632
)
Loss on extinguishment of debt, net
 
 
 
 
 
 
 
 
(5,079
)
Merger-related expenses and deal costs
 

 
 

 
 

 
 

 
(35,944
)
Other
 

 
 

 
 

 
 

 
(18,070
)
Income tax expense
 

 
 

 
 

 
 

 
(4,820
)
Discontinued operations
 

 
 

 
 

 
 

 
79,026

Gain on real estate dispositions
 
 
 
 
 
 
 
 
16,514

Net income
 

 
 

 
 

 
 

 
$
369,404

Assets by reportable business segment are as follows:
 
As of September 30, 2015
 
As of December 31, 2014
 
(Dollars in thousands)
Assets:
 
 
 
 
 
 
 
Triple-net leased properties
$
8,143,204

 
36.3
%
 
$
9,173,873

 
43.3
%
Senior living operations
8,154,058

 
36.4

 
7,416,150

 
35.0

MOB operations
5,179,767

 
23.1

 
3,525,397

 
16.7

All other assets
936,948

 
4.2

 
1,050,493

 
5.0

Total assets
$
22,413,977

 
100.0
%
 
$
21,165,913

 
100.0
%

32

Capital expenditures, including investments in real estate property and development project expenditures, by reportable business segment are as follows:
 
For the Three Months Ended September 30,
 
For the Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
 
(In thousands)
Capital expenditures:
 
 
 
 
 
 
 
Triple-net leased properties
$
1,318,868

 
$
99,590

 
$
1,878,857

 
$
349,022

Senior living operations
34,104

 
853,723

 
345,910

 
932,903

MOB operations
10,317

 
6,858

 
498,491

 
29,721

Total capital expenditures
$
1,363,289

 
$
960,171

 
$
2,723,258

 
$
1,311,646

Our portfolio of properties and mortgage loan and other investments are located in the United States, Canada and the United Kingdom. Revenues are attributed to an individual country based on the location of each property.
Geographic information regarding our operations is as follows:
 
For the Three Months Ended September 30,
 
For the Nine Months Ended September 30, 2015
 
2015
 
2014
 
2015
 
2014
 
(In thousands)
Revenues:
 
 
 
 
 
 
 
United States
$
777,320

 
$
665,217

 
$
2,294,780

 
$
1,957,116

Canada
42,756

 
35,129

 
131,542

 
78,168

United Kingdom
7,530

 
4,586

 
18,802

 
9,439

Total revenues
$
827,606

 
$
704,932

 
$
2,445,124

 
$
2,044,723


 
As of September 30, 2015
 
As of December 31, 2014
 
(In thousands)
Net real estate property:
 
 
 
United States
$
18,358,283

 
$
15,315,950

Canada
1,087,829

 
1,269,710

United Kingdom
325,474

 
168,594

Total net real estate property
$
19,771,586

 
$
16,754,254

NOTE 17—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, Limited Partnership (“Ventas Realty”), including the senior notes that were jointly issued with Ventas Capital Corporation. Ventas Capital Corporation is a direct 100% owned subsidiary of Ventas Realty that has no assets or operations, but was formed in 2002 solely to facilitate offerings of senior notes by a limited partnership. None of our other subsidiaries (such subsidiaries, excluding Ventas Realty and Ventas Capital Corporation, the “Ventas Subsidiaries”) is obligated with respect to Ventas Realty’s outstanding senior notes.
In connection with the acquisition of Nationwide Health Properties, Inc. (“NHP”), our 100% owned subsidiary, Nationwide Health Properties, LLC (“NHP LLC”), as successor to NHP, assumed the obligation to pay principal and interest with respect to the outstanding senior notes issued by NHP. Neither we nor any of our subsidiaries (other than NHP LLC) is obligated with respect to NHP LLC’s outstanding senior notes.
Under certain circumstances, contractual and legal restrictions, including those contained in the instruments governing our subsidiaries’ outstanding mortgage indebtedness, may restrict our ability to obtain cash from our subsidiaries for the purpose of meeting our debt service obligations, including our payment guarantee with respect to Ventas Realty’s senior notes. Certain of our real estate assets are also subject to mortgages.

33

The following summarizes our condensed consolidating information as of September 30, 2015 and December 31, 2014 and for the three and nine months ended September 30, 2015 and 2014:

CONDENSED CONSOLIDATING BALANCE SHEET
As of September 30, 2015
 
Ventas, Inc.
 
Ventas
Realty (1)
 
Ventas
Subsidiaries
 
Consolidated
Elimination
 
Consolidated
 
(In thousands)
Assets
 
 
 
 
 
 
 
 
 
Net real estate investments
$
5,950

 
$
200,306

 
$
20,428,245

 
$
—

 
$
20,634,501

Cash and cash equivalents
13,909

 
—

 
51,322

 
—

 
65,231

Escrow deposits and restricted cash
200

 
1,363

 
72,928

 
—

 
74,491

Investment in and advances to affiliates
12,902,429

 
3,545,184

 
—

 
(16,447,613
)
 
—

Goodwill
—

 
—

 
1,052,321

 
—

 
1,052,321

Assets held for sale
—

 
2,734

 
166,197

 
—

 
168,931

Other assets
19,836

 
4,437

 
394,229

 
—

 
418,502

Total assets
$
12,942,324

 
$
3,754,024

 
$
22,165,242

 
$
(16,447,613
)
 
$
22,413,977

Liabilities and equity
 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
Senior notes payable and other debt
$
—

 
$
8,293,077

 
$
2,975,483

 
$
—

 
$
11,268,560

Intercompany loans
7,006,558

 
(6,509,049
)
 
(497,509
)
 
—

 
—

Accrued interest
—

 
52,892

 
14,466

 
—

 
67,358

Accounts payable and other liabilities
108,640

 
47,188

 
635,602

 
—

 
791,430

Liabilities held for sale
—

 
—

 
65,465

 
—

 
65,465

Deferred income taxes
352,658

 
—

 
—

 
—

 
352,658

Total liabilities
7,467,856

 
1,884,108

 
3,193,507

 
—

 
12,545,471

Redeemable OP unitholder and noncontrolling interests
—

 
—

 
198,832

 
—

 
198,832

Total equity
5,474,468

 
1,869,916

 
18,772,903

 
(16,447,613
)
 
9,669,674

Total liabilities and equity
$
12,942,324

 
$
3,754,024

 
$
22,165,242

 
$
(16,447,613
)
 
$
22,413,977

 
 
 
 
 
(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.

34

CONDENSED CONSOLIDATING BALANCE SHEET
As of December 31, 2014
 
Ventas, Inc.
 
Ventas
Realty (1)
 
Ventas
Subsidiaries
 
Consolidated
Elimination
 
Consolidated
 
(In thousands)
Assets
 
 
 
 
 
 
 
 
 
Net real estate investments
$
6,404

 
$
216,521

 
$
17,426,082

 
$
—

 
$
17,649,007

Cash and cash equivalents
24,857

 
—

 
30,491

 
—

 
55,348

Escrow deposits and restricted cash
2,102

 
1,424

 
68,245

 
—

 
71,771

Investment in and advances to affiliates
10,783,780

 
3,430,055

 
—

 
(14,213,835
)
 
—

Goodwill
—

 
—

 
363,971

 
—

 
363,971

Assets held for sale
—

 
150,405

 
2,423,769

 
—

 
2,574,174

Other assets
98,605

 
41,821

 
311,216

 
—

 
451,642

Total assets
$
10,915,748

 
$
3,840,226

 
$
20,623,774

 
$
(14,213,835
)
 
$
21,165,913

Liabilities and equity
 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
Senior notes payable and other debt
$
—

 
$
7,371,547

 
$
3,456,217

 
$
—

 
$
10,827,764

Intercompany loans
5,555,196

 
(5,562,739
)
 
7,543

 
—

 
—

Accrued interest
—

 
43,212

 
18,885

 
—

 
62,097

Accounts payable and other liabilities
103,469

 
55,909

 
591,244

 
—

 
750,622

Liabilities held for sale
—

 
24,398

 
230,282

 
—

 
254,680

Deferred income taxes
344,337

 
—

 
—

 
—

 
344,337

Total liabilities
6,003,002

 
1,932,327

 
4,304,171

 
—

 
12,239,500

Redeemable OP unitholder and noncontrolling interests
—

 
—

 
172,016

 
—

 
172,016

Total equity
4,912,746

 
1,907,899

 
16,147,587

 
(14,213,835
)
 
8,754,397

Total liabilities and equity
$
10,915,748

 
$
3,840,226

 
$
20,623,774

 
$
(14,213,835
)
 
$
21,165,913

 
 
 
 
 
(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.



35

CONDENSED CONSOLIDATING STATEMENT OF INCOME
For the Three Months Ended September 30, 2015
 
Ventas, Inc.
 
Ventas
Realty (1)
 
Ventas
Subsidiaries
 
Consolidated
Elimination
 
Consolidated
 
(In thousands)
Revenues:
 
 
 
 
 
 
 
 
 
Rental income
$
916

 
$
49,425

 
$
293,442

 
$
—

 
$
343,783

Resident fees and services
—

 
—

 
454,825

 
—

 
454,825

Medical office building and other services revenue
293

 
—

 
9,707

 
—

 
10,000

Income from loans and investments
50

 
180

 
18,694

 
—

 
18,924

Equity earnings in affiliates
99,873

 
—

 
(243
)
 
(99,630
)
 
—

Interest and other income
106

 
(2
)
 
(30
)
 
—

 
74

Total revenues
101,238

 
49,603

 
776,395

 
(99,630
)
 
827,606

Expenses:
 
 
 
 
 
 
 
 
 
Interest
(10,788
)
 
67,521

 
40,402

 
—

 
97,135

Depreciation and amortization
1,347

 
3,455

 
221,530

 
—

 
226,332

Property-level operating expenses
—

 
81

 
347,764

 
—

 
347,845

Medical office building services costs
—

 
—

 
6,416

 
—

 
6,416

General, administrative and professional fees
(678
)
 
5,225

 
27,567

 
—

 
32,114

Loss on extinguishment of debt, net
—

 
4,523

 
10,808

 
—

 
15,331

Merger-related expenses and deal costs
62,007

 
—

 
138

 
—

 
62,145

Other
271

 
5

 
4,519

 
—

 
4,795

Total expenses
52,159

 
80,810

 
659,144

 
—

 
792,113

Income (loss) from continuing operations before (loss) from unconsolidated entities, income taxes, real estate dispositions and noncontrolling interest
49,079

 
(31,207
)
 
117,251

 
(99,630
)
 
35,493

Loss from unconsolidated entities
—

 
(469
)
 
(486
)
 
—

 
(955
)
Income tax benefit
10,697

 
—

 
—

 
—

 
10,697

Income (loss) from continuing operations
59,776

 
(31,676
)
 
116,765

 
(99,630
)
 
45,235

Discontinued operations
(37,189
)
 
7,371

 
7,435

 
—

 
(22,383
)
Gain on real estate dispositions
265

 
—

 
—

 
—

 
265

Net income (loss)
22,852

 
(24,305
)
 
124,200

 
(99,630
)
 
23,117

Net income attributable to noncontrolling interest
—

 
—

 
265

 
—

 
265

Net income (loss) attributable to common stockholders
$
22,852

 
$
(24,305
)
 
$
123,935

 
$
(99,630
)
 
$
22,852

 
 
 
 
 
(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.



36

CONDENSED CONSOLIDATING STATEMENT OF INCOME
For the Three Months Ended September 30, 2014
 
Ventas, Inc.
 
Ventas
Realty (1)
 
Ventas
Subsidiaries
 
Consolidated
Elimination
 
Consolidated
 
(In thousands)
Revenues:
 
 
 
 
 
 
 
 
 
Rental income
$
626

 
$
44,873

 
$
242,060

 
$
—

 
$
287,559

Resident fees and services
—

 
—

 
396,247

 
—

 
396,247

Medical office building and other services revenue
—

 
—

 
7,573

 
—

 
7,573

Income from loans and investments
1,049

 
—

 
12,137

 
—

 
13,186

Equity earnings in affiliates
124,738

 
—

 
22

 
(124,760
)
 
—

Interest and other income
109

 
10

 
248

 
—

 
367

Total revenues
126,522

 
44,883

 
658,287

 
(124,760
)
 
704,932

Expenses:
 
 
 
 
 
 
 
 
 
Interest
(6,199
)
 
49,011

 
34,513

 
—

 
77,325

Depreciation and amortization
1,489

 
3,831

 
167,686

 
—

 
173,006

Property-level operating expenses
—

 
141

 
306,395

 
—

 
306,536

Medical office building services costs
—

 
—

 
4,568

 
—

 
4,568

General, administrative and professional fees
1,147

 
5,067

 
23,250

 
—

 
29,464

Loss on extinguishment of debt, net
—

 
—

 
2,414

 
—

 
2,414

Merger-related expenses and deal costs
13,403

 
—

 
2,785

 
—

 
16,188

Other
6,932

 
—

 
2,481

 
—

 
9,413

Total expenses
16,772

 
58,050

 
544,092

 
—

 
618,914

Income (loss) from continuing operations before income (loss) from unconsolidated entities, income taxes, real estate dispositions and noncontrolling interest
109,750

 
(13,167
)
 
114,195

 
(124,760
)
 
86,018

Income (loss) from unconsolidated entities
—

 
315

 
(362
)
 
—

 
(47
)
Income tax benefit
1,887

 
—

 
—

 
—

 
1,887

Income (loss) from continuing operations
111,637

 
(12,852
)
 
113,833

 
(124,760
)
 
87,858

Discontinued operations
(6,130
)
 
15,082

 
9,219

 
—

 
18,171

Gain on real estate dispositions
3,625

 
—

 
—

 
—

 
3,625

Net income
109,132

 
2,230

 
123,052

 
(124,760
)
 
109,654

Net income attributable to noncontrolling interest
—

 
—

 
522

 
—

 
522

Net income attributable to common stockholders
$
109,132

 
$
2,230

 
$
122,530

 
$
(124,760
)
 
$
109,132

 
 
 
 
 
(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.







37

CONDENSED CONSOLIDATING STATEMENT OF INCOME
For the Nine Months Ended September 30, 2015
 
Ventas, Inc.
 
Ventas
Realty (1)
 
Ventas
Subsidiaries
 
Consolidated
Elimination
 
Consolidated
 
(In thousands)
Revenues:
 
 
 
 
 
 
 
 
 
Rental income
$
2,747

 
$
148,833

 
$
840,298

 
$
—

 
$
991,878

Resident fees and services
—

 
—

 
1,356,384

 
—

 
1,356,384

Medical office building and other services revenue
293

 
—

 
29,658

 
—

 
29,951

Income from loans and investments
8,655

 
483

 
57,054

 
—

 
66,192

Equity earnings in affiliates
360,988

 
—

 
(383
)
 
(360,605
)
 
—

Interest and other income
482

 
(6
)
 
243

 
—

 
719

Total revenues
373,165

 
149,310

 
2,283,254

 
(360,605
)
 
2,445,124

Expenses:
 
 
 
 
 
 
 
 
 
Interest
(27,548
)
 
189,716

 
101,254

 
—

 
263,422

Depreciation and amortization
4,047

 
11,394

 
641,821

 
—

 
657,262

Property-level operating expenses
—

 
285

 
1,031,021

 
—

 
1,031,306

Medical office building services costs
—

 
—

 
19,098

 
—

 
19,098

General, administrative and professional fees
(598
)
 
16,640

 
84,357

 
—

 
100,399

Loss on extinguishment of debt, net
—

 
4,523

 
10,374

 
—

 
14,897

Merger-related expenses and deal costs
101,306

 
75

 
3,642

 
—

 
105,023

Other
453

 
49

 
13,446

 
—

 
13,948

Total expenses
77,660

 
222,682

 
1,905,013

 
—

 
2,205,355

Income (loss) from continuing operations before income (loss) from unconsolidated entities, income taxes, real estate dispositions and noncontrolling interest
295,505

 
(73,372
)
 
378,241

 
(360,605
)
 
239,769

Income (loss) from unconsolidated entities
—

 
291

 
(1,488
)
 
—

 
(1,197
)
Income tax benefit
27,736

 
—

 
—

 
—

 
27,736

Income (loss) from continuing operations
323,241

 
(73,081
)
 
376,753

 
(360,605
)
 
266,308

Discontinued operations
(44,546
)
 
34,748

 
23,232

 
—

 
13,434

Gain on real estate dispositions
14,420

 
—

 
—

 
—

 
14,420

Net income (loss)
293,115

 
(38,333
)
 
399,985

 
(360,605
)
 
294,162

Net income attributable to noncontrolling interest
—

 
—

 
1,047

 
—

 
1,047

Net income (loss) attributable to common stockholders
$
293,115

 
$
(38,333
)
 
$
398,938

 
$
(360,605
)
 
$
293,115

 
 
 
 
 
(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.









38

CONDENSED CONSOLIDATING STATEMENT OF INCOME
For the Nine Months Ended September 30, 2014
 
Ventas, Inc.
 
Ventas
Realty (1)
 
Ventas
Subsidiaries
 
Consolidated
Elimination
 
Consolidated
 
(In thousands)
Revenues:
 
 
 
 
 
 
 
 
 
Rental income
$
1,873

 
$
133,346

 
$
711,770

 
$
—

 
$
846,989

Resident fees and services
—

 
—

 
1,141,781

 
—

 
1,141,781

Medical office building and other services revenue
—

 
—

 
18,240

 
—

 
18,240

Income from loans and investments
2,285

 
—

 
34,617

 
—

 
36,902

Equity earnings in affiliates
383,245

 
—

 
187

 
(383,432
)
 
—

Interest and other income
294

 
21

 
496

 
—

 
811

Total revenues
387,697

 
133,367

 
1,907,091

 
(383,432
)
 
2,044,723

Expenses:
 
 
 
 
 
 
 
 
 
Interest
(11,071
)
 
133,215

 
91,973

 
—

 
214,117

Depreciation and amortization
4,387

 
11,839

 
490,941

 
—

 
507,167

Property-level operating expenses
—

 
388

 
882,626

 
—

 
883,014

Medical office building services costs
—

 
—

 
9,565

 
—

 
9,565

General, administrative and professional fees
3,022

 
15,975

 
74,635

 
—

 
93,632

(Gain) loss on extinguishment of debt, net
(3
)
 
3

 
5,079

 
—

 
5,079

Merger-related expenses and deal costs
21,035

 
2,110

 
12,799

 
—

 
35,944

Other
7,055

 
—

 
11,015

 
—

 
18,070

Total expenses
24,425

 
163,530

 
1,578,633

 
—

 
1,766,588

Income (loss) from continuing operations before income (loss) from unconsolidated entities, income taxes, real estate dispositions and noncontrolling interest
363,272

 
(30,163
)
 
328,458

 
(383,432
)
 
278,135

Income (loss) from unconsolidated entities
—

 
1,156

 
(607
)
 
—

 
549

Income tax expense
(4,820
)
 
—

 
—

 
—

 
(4,820
)
Income (loss) from continuing operations
358,452

 
(29,007
)
 
327,851

 
(383,432
)
 
273,864

Discontinued operations
(6,389
)
 
47,694

 
37,721

 
—

 
79,026

Gain on real estate dispositions
16,514

 
—

 
—

 
—

 
16,514

Net income
368,577

 
18,687

 
365,572

 
(383,432
)
 
369,404

Net income attributable to noncontrolling interest
—

 
—

 
827

 
—

 
827

Net income attributable to common stockholders
$
368,577

 
$
18,687

 
$
364,745

 
$
(383,432
)
 
$
368,577

 
 
 
 
 
(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.


39

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME
For the Three Months Ended September 30, 2015
 
Ventas, Inc.
 
Ventas
Realty (1)
 
Ventas
Subsidiaries
 
Consolidated
Elimination
 
Consolidated
 
(In thousands)
Net income (loss)
$
22,852

 
$
(24,305
)
 
$
124,200

 
$
(99,630
)
 
$
23,117

Other comprehensive loss:
 
 
 
 
 
 
 
 
 
Foreign currency translation
—

 
—

 
(11,239
)
 
—

 
(11,239
)
Other
—

 
—

 
467

 
—

 
467

Total other comprehensive loss
—

 
—

 
(10,772
)
 
—

 
(10,772
)
Comprehensive income (loss)
22,852

 
(24,305
)
 
113,428

 
(99,630
)
 
12,345

Comprehensive income attributable to noncontrolling interest
—

 
—

 
265

 
—

 
265

Comprehensive income (loss) attributable to common stockholders
$
22,852

 
$
(24,305
)
 
$
113,163

 
$
(99,630
)
 
$
12,080

 
 
 
 
 
(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 Three Months Ended September 30, 2014
 
Ventas, Inc.
 
Ventas
Realty (1)
 
Ventas
Subsidiaries
 
Consolidated
Elimination
 
Consolidated
 
(In thousands)
Net income
$
109,132

 
$
2,230

 
$
123,052

 
$
(124,760
)
 
$
109,654

Other comprehensive loss:
 
 
 
 
 
 
 
 
 
Foreign currency translation
—

 
—

 
(12,885
)
 
—

 
(12,885
)
Change in unrealized gain on marketable securities
(334
)
 
—

 
—

 
—

 
(334
)
Other
—

 
—

 
3,120

 
—

 
3,120

Total other comprehensive loss
(334
)
 
—

 
(9,765
)
 
—

 
(10,099
)
Comprehensive income
108,798

 
2,230

 
113,287

 
(124,760
)
 
99,555

Comprehensive income attributable to noncontrolling interest
—

 
—

 
522

 
—

 
522

Comprehensive income attributable to common stockholders
$
108,798

 
$
2,230

 
$
112,765

 
$
(124,760
)
 
$
99,033

 
 
 
 
 
(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.



40

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME
For the Nine Months Ended September 30, 2015
 
Ventas, Inc.
 
Ventas
Realty (1)
 
Ventas
Subsidiaries
 
Consolidated
Elimination
 
Consolidated
 
(In thousands)
Net income (loss)
$
293,115

 
$
(38,333
)
 
$
399,985

 
$
(360,605
)
 
$
294,162

Other comprehensive loss:
 
 
 
 
 
 
 
 
 
Foreign currency translation
—

 
—

 
(7,718
)
 
—

 
(7,718
)
Change in unrealized gain on marketable securities
(5,046
)
 
—

 
—

 
—

 
(5,046
)
Other
—

 
—

 
(949
)
 
—

 
(949
)
Total other comprehensive loss
(5,046
)
 
—

 
(8,667
)
 
—

 
(13,713
)
Comprehensive income (loss)
288,069

 
(38,333
)
 
391,318

 
(360,605
)
 
280,449

Comprehensive income attributable to noncontrolling interest
—

 
—

 
1,047

 
—

 
1,047

Comprehensive income (loss) attributable to common stockholders
$
288,069

 
$
(38,333
)
 
$
390,271

 
$
(360,605
)
 
$
279,402

 
 
 
 
 
(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 Nine Months Ended September 30, 2014
 
Ventas, Inc.
 
Ventas
Realty (1)
 
Ventas
Subsidiaries
 
Consolidated
Elimination
 
Consolidated
 
(In thousands)
Net income
$
368,577

 
$
18,687

 
$
365,572

 
$
(383,432
)
 
$
369,404

Other comprehensive income (loss):
 
 
 
 
 
 
 
 
 
Foreign currency translation
—

 
—

 
(7,906
)
 
—

 
(7,906
)
Change in unrealized gain on marketable securities
1,237

 
—

 
—

 
—

 
1,237

Other
—

 
—

 
3,166

 
—

 
3,166

Total other comprehensive income (loss)
1,237

 
—

 
(4,740
)
 
—

 
(3,503
)
Comprehensive income
369,814

 
18,687

 
360,832

 
(383,432
)
 
365,901

Comprehensive income attributable to noncontrolling interest
—

 
—

 
827

 
—

 
827

Comprehensive income attributable to common stockholders
$
369,814

 
$
18,687

 
$
360,005

 
$
(383,432
)
 
$
365,074

 
 
 
 
 
(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.









41

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Nine Months Ended September 30, 2015
 
Ventas, Inc.
 
Ventas
Realty (1)
 
Ventas
Subsidiaries
 
Consolidated
Elimination
 
Consolidated
 
(In thousands)
Net cash (used in) provided by operating activities
$
(65,973
)
 
$
2,984

 
$
1,085,034

 
$
—

 
$
1,022,045

Net cash used in investing activities
(2,096,837
)
 
(15,731
)
 
(141,997
)
 
—

 
(2,254,565
)
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
Net change in borrowings under revolving credit facility
—

 
(658,000
)
 
(132,406
)
 
—

 
(790,406
)
Net cash impact of CCP Spin-Off
1,273,000

 
—

 
(1,401,749
)
 
—

 
(128,749
)
Proceeds from debt
—

 
2,292,568

 
218,493

 
—

 
2,511,061

Proceeds from debt related to CCP Spin-Off

—

 
—

 
1,400,000

 
—

 
1,400,000

Repayment of debt
—

 
(705,000
)
 
(624,070
)
 
—

 
(1,329,070
)
Net change in intercompany debt
1,451,362

 
(946,310
)
 
(505,052
)
 
—

 
—

Purchase of noncontrolling interest
—

 
—

 
(3,819
)
 
—

 
(3,819
)
Payment of deferred financing costs
—

 
(21,932
)
 
(1,961
)
 
—

 
(23,893
)
Issuance of common stock, net
417,818

 
—

 
—

 
—

 
417,818

Cash distribution (to) from affiliates
(228,908
)
 
51,421

 
177,487

 
—

 
—

Cash distribution to common stockholders
(759,575
)
 
—

 
—

 
—

 
(759,575
)
Cash distribution to redeemable OP unitholders
—

 
—

 
(12,776
)
 
—

 
(12,776
)
Purchases of redeemable OP units
—

 
—

 
(33,188
)
 
—

 
(33,188
)
Distributions to noncontrolling interest
—

 
—

 
(11,250
)
 
—

 
(11,250
)
Other
6,489

 
—

 
—

 
—

 
6,489

Net cash provided by (used in) financing activities
2,160,186

 
12,747

 
(930,291
)
 
—

 
1,242,642

Net (decrease) increase in cash and cash equivalents
(2,624
)
 
—

 
12,746

 
—

 
10,122

Effect of foreign currency translation on cash and cash equivalents
(8,324
)
 
—

 
8,085

 
—

 
(239
)
Cash and cash equivalents at beginning of period
24,857

 
—

 
30,491

 
—

 
55,348

Cash and cash equivalents at end of period
$
13,909

 
$
—

 
$
51,322

 
$
—

 
$
65,231

 
 
 
 
 
(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.



42

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Nine Months Ended September 30, 2014
 
Ventas, Inc.
 
Ventas
Realty (1)
 
Ventas
Subsidiaries
 
Consolidated
Elimination
 
Consolidated
 
(In thousands)
Net cash (used in) provided by operating activities
$
(23,288
)
 
$
67,829

 
$
875,431

 
$
—

 
$
919,972

Net cash used in investing activities
(1,073,979
)
 
(4,080
)
 
(158,111
)
 
—

 
(1,236,170
)
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
Net change in borrowings under revolving credit facility
—

 
(149,000
)
 
(4,684
)
 
—

 
(153,684
)
Proceeds from debt
—

 
696,661

 
1,311,046

 
—

 
2,007,707

Repayment of debt
—

 
—

 
(905,117
)
 
—

 
(905,117
)
Net change in intercompany debt
959,820

 
(351,059
)
 
(608,761
)
 
—

 
—

Payment of deferred financing costs
—

 
(6,561
)
 
(8,385
)
 
—

 
(14,946
)
Cash distribution from (to) affiliates
775,066

 
(253,795
)
 
(521,271
)
 
—

 
—

Cash distribution to common stockholders
(640,414
)
 
—

 
—

 
—

 
(640,414
)
Cash distribution to redeemable OP unitholders
(4,214
)
 
—

 
—

 
—

 
(4,214
)
Distributions to noncontrolling interest
—

 
—

 
(6,760
)
 
—

 
(6,760
)
Other
2,569

 
5

 
(3,125
)
 
—

 
(551
)
Net cash provided by (used in) financing activities
1,092,827

 
(63,749
)
 
(747,057
)
 
—

 
282,021

Net decrease in cash and cash equivalents
(4,440
)
 
—

 
(29,737
)
 
—

 
(34,177
)
Effect of foreign currency translation on cash and cash equivalents
(4,586
)
 
—

 
8,542

 
—

 
3,956

Cash and cash equivalents at beginning of period
28,169

 
—

 
66,647

 
—

 
94,816

Cash and cash equivalents at end of period
$
19,143

 
$
—

 
$
45,452

 
$
—

 
$
64,595

 
 
 
 
 
(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.

ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Statements
Forward-Looking Statements
This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements regarding our or our tenants’, operators’, borrowers’ or managers’ expected future financial condition, results of operations, cash flows, funds from operations, dividends and dividend plans, financing opportunities and plans, capital markets transactions, business strategy, budgets, projected costs, operating metrics, capital expenditures, competitive positions, acquisitions, investment opportunities, dispositions, merger integration, growth opportunities, expected lease income, continued qualification as a real estate investment trust (“REIT”), plans and objectives of management for future operations, and statements that include words such as “anticipate,” “if,” “believe,” “plan,” “estimate,” “expect,” “intend,” “may,” “could,” “should,” “will,” and other similar expressions are forward-looking statements. These forward-looking statements are inherently uncertain, and actual results may differ from our expectations. We do not undertake a duty to update these forward-looking statements, which speak only as of the date on which they are made.

43

Our actual future results and trends may differ materially from expectations depending on a variety of factors discussed in our filings with the Securities and Exchange Commission (the “SEC”). These factors include without limitation:
•
The ability and willingness of our tenants, operators, borrowers, managers and other third parties to satisfy their obligations under their respective contractual arrangements with us, including, in some cases, their obligations to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities;
•
The ability of our tenants, operators, borrowers and managers to maintain the financial strength and liquidity necessary to satisfy their respective obligations and liabilities to third parties, including without limitation obligations under their existing credit facilities and other indebtedness;
•
Our success in implementing our business strategy and our ability to identify, underwrite, finance, consummate and integrate diversifying acquisitions and investments and investments in different asset types and outside the United States;
•
Macroeconomic conditions such as a disruption of or lack of access to the capital markets, changes in the debt rating on U.S. government securities, default or delay in payment by the United States of its obligations, and changes in the federal or state budgets resulting in the reduction or nonpayment of Medicare or Medicaid reimbursement rates;
•
The nature and extent of future competition, including new construction in the markets in which our seniors housing communities and medical office buildings (“MOBs”) are located;
•
The extent of future or pending healthcare reform and regulation, including cost containment measures and changes in reimbursement policies, procedures and rates;
•
Increases in our borrowing costs as a result of changes in interest rates and other factors;
•
The ability of our operators and managers, as applicable, to comply with laws, rules and regulations in the operation of our properties, to deliver high-quality services, to attract and retain qualified personnel and to attract residents and patients;
•
Changes in general economic conditions or economic conditions in the markets in which we may, from time to time, compete, and the effect of those changes on our revenues, earnings and funding sources;
•
Our ability to pay down, refinance, restructure or extend our indebtedness as it becomes due;
•
Our ability and willingness to maintain our qualification as a REIT in light of economic, market, legal, tax and other considerations;
•
Final determination of our taxable net income for the year ending December 31, 2015;
•
The ability and willingness of our tenants to renew their leases with us upon expiration of the leases, our ability to reposition our properties on the same or better terms in the event of nonrenewal or in the event we exercise our right to replace an existing tenant or manager, and obligations, including indemnification obligations, we may incur in connection with the replacement of an existing tenant or manager;
•
Risks associated with our senior living operating portfolio, such as factors that can cause volatility in our operating income and earnings generated by those properties, including without limitation national and regional economic conditions, costs of food, materials, energy, labor and services, employee benefit costs, insurance costs and professional and general liability claims, and the timely delivery of accurate property-level financial results for those properties;
•
Changes in exchange rates for any foreign currency in which we may, from time to time, conduct business;
•
Year-over-year changes in the Consumer Price Index or the UK Retail Price Index and the effect of those changes on the rent escalators contained in our leases and our earnings;
•
Our ability and the ability of our tenants, operators, borrowers and managers to obtain and maintain adequate property, liability and other insurance from reputable, financially stable providers;
•
The impact of increased operating costs and uninsured professional liability claims on our liquidity, financial condition and results of operations or that of our tenants, operators, borrowers and managers and our ability and the ability of our tenants, operators, borrowers and managers to accurately estimate the magnitude of those claims;

44

•
Risks associated with our MOB portfolio and operations, including our ability to successfully design, develop and manage MOBs, to accurately estimate our costs in fixed fee-for-service projects and to retain key personnel;
•
The ability of the hospitals on or near whose campuses our MOBs are located and their affiliated health systems to remain competitive and financially viable and to attract physicians and physician groups;
•
Our ability to build, maintain and expand our relationships with existing and prospective hospital and health system clients;
•
Risks associated with our investments in joint ventures and unconsolidated entities, including our lack of sole decision-making authority and our reliance on our joint venture partners’ financial condition;
•
The impact of market or issuer events on the liquidity or value of our investments in marketable securities;
•
Merger and acquisition activity in the seniors housing and healthcare industries resulting in a change of control of, or a competitor’s investment in, one or more of our tenants, operators, borrowers or managers or significant changes in the senior management of our tenants, operators, borrowers or managers;
•
The impact of litigation or any financial, accounting, legal or regulatory issues that may affect us or our tenants, operators, borrowers or managers;
•
Changes in accounting principles, or their application or interpretation, and our ability to make estimates and the assumptions underlying the estimates, which could have an effect on our earnings; and
•
Uncertainties as to the impact of our spin-off transaction on our business.
Many of these factors are beyond our control and the control of our management.
Brookdale Senior Living, Kindred, Atria and Sunrise Information
Each of Brookdale Senior Living Inc. (together with its subsidiaries, “Brookdale Senior Living”) and Kindred Healthcare, Inc. (together with its subsidiaries, “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 Quarterly Report on Form 10-Q has been derived from SEC filings made by Brookdale Senior Living or Kindred, as the case may be, or other publicly available information or was provided to us by Brookdale Senior Living or Kindred, and we have not verified this information through an independent investigation or otherwise. We have no reason to believe that this information is inaccurate in any material respect, but we cannot assure you of its accuracy. We are providing this data for informational purposes only, and you are encouraged to obtain Brookdale Senior Living’s and Kindred’s publicly available filings, which can be found on the SEC’s website at www.sec.gov.
Neither Atria Senior Living, Inc. (“Atria”) nor Sunrise Senior Living, LLC (together with its subsidiaries, “Sunrise”) is currently subject to the reporting requirements of the SEC. The information related to Atria and Sunrise contained or referred to in this Quarterly Report on Form 10-Q 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.
Company Overview
We are a REIT with a highly diversified portfolio of seniors housing and healthcare properties located throughout the United States, Canada and the United Kingdom. As of September 30, 2015, we owned approximately 1,300 properties (including properties classified as held for sale), including seniors housing communities, MOBs, skilled nursing and other facilities, and hospitals, and we had one property under development. We are an S&P 500 company and 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 September 30, 2015, we leased a total of 608 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 and Sunrise, to manage 305 of our seniors housing communities (excluding properties classified as held for sale) for us pursuant to long-term management agreements.

45

Our two largest tenants, Brookdale Senior Living and Kindred leased from us 141 properties (excluding 6 properties included in investments in unconsolidated entities) and 78 properties, respectively, as of September 30, 2015.
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.
We aim to enhance shareholder value by delivering consistent, superior total returns through a strategy of: (1) generating reliable and growing cash flows; (2) maintaining a balanced, diversified portfolio of high-quality assets; and (3) preserving our financial strength, flexibility and liquidity.
Our ability to access capital in a timely and cost effective manner is critical to the success of our business strategy because it affects our ability to satisfy existing obligations, including the repayment of maturing indebtedness, and to make future investments. Our access to and cost of external capital depend on factors such as general market conditions, interest rates, credit ratings on our securities, expectations of our potential future earnings and cash distributions, and the trading price of our common stock that are beyond our control and fluctuate over time. Generally, we attempt to match the long-term duration of our investments in real property with long-term financing through the issuance of shares of our common stock or the incurrence of long-term fixed rate debt. At September 30, 2015, 18.9% of our consolidated debt was variable rate debt.
Operating Highlights and Key Performance Trends
2015 Highlights and Recent Developments
•
In January 2015, we acquired American Realty Capital Healthcare Trust, Inc. (“HCT”) in a stock and cash transaction, which added 152 properties to our portfolio. We funded the transaction through the issuance of approximately 28.4 million shares of our common stock at $78.00 per share and 1.1 million limited partnership units.

•
In January 2015, we issued and sold $1.1 billion of senior notes with a weighted average interest rate below 3.7% and a weighted average maturity of 15 years. The issuances were composed of $900 million aggregate principal amount of USD senior notes and CAD notes of 250 million.

•
In January 2015, we issued and sold 3,750,202 shares of common stock under our previous “at-the-market” (“ATM”) equity offering program for aggregate net proceeds of $285.4 million, after sales agent commissions of $4.4 million. Through September 30, 2015 we have issued and sold 2,075,708 shares of our common stock under our new ATM equity offering program for aggregate net proceeds of $132.7 million, after sales agent commissions of $2.0 million.

•
In July 2015, we issued and sold $500.0 million aggregate principal amount of 4.125% senior notes due 2026 at a public offering price equal to 99.218% of par, for total proceeds of $496.1 million before the underwriting discount and expenses.

•
On August 4, 2015, we completed our acquisition of Ardent Health Services, Inc. (“AHS”) and simultaneous separation and sale of the Ardent hospital operating company (“Ardent”) to a consortium composed of an entity controlled by Equity Group Investments, Ardent’s management team and us. As of the acquisition date, we recorded the estimated fair value of our investment in owned hospital and other real estate of approximately $1.3 billion. At closing, we paid $26.3 million for our 9.9% interest in Ardent which represents our estimate of the acquisition date fair value of this interest. Upon closing, we entered into a long-term triple-net master lease with Ardent to operate the ten hospitals and other real estate we acquired.

•
In August 2015, we completed the spin off of most of our post-acute/skilled nursing facility portfolio into an independent, publicly traded REIT named Care Capital Properties, Inc. (“CCP”) (the “CCP Spin-Off”). The historical results of operations of the CCP properties as well as the related assets and liabilities are presented as discontinued operations for all periods presented in this Quarterly Report on Form 10-Q.

•
In August 2015, we completed a $900 million five year term loan having a variable interest rate of LIBOR plus 97.5 basis points. The term loan matures in 2020.
 
•
We paid the first two quarterly installments of our 2015 dividend of $0.79 per share and a third quarterly installment of $0.73 per share. Our third quarter dividend, combined with CCP’s third quarter dividend, represents a 10% increase compared to the same period in the prior year.

46

•
In 2015, we made other investments totaling approximately $514 million, including the acquisition of eleven triple-net
leased properties; one MOB; and 12 skilled nursing facilities (all of which were disposed of as part of the CCP Spin-Off).

•
During the first nine months of 2015, we sold 32 triple-net leased properties and 25 MOBs for aggregate consideration of $436.0 million, including a $6.0 million lease termination fee.

•
During the nine months ended September 30, 2015, we received aggregate proceeds of $173.8 million in final repayment of loans receivable and sales of bonds we held, and recognized gains aggregating $7.7 million.
Concentration Risk
We use concentration ratios to identify, understand and evaluate the potential impact of economic downturns and other adverse events that may affect our asset types, geographic locations, business models, and tenants, operators and managers. We evaluate concentration risk in terms of investment mix and operations mix. Investment mix measures the percentage of our investments that is concentrated in a specific asset type or that is operated or managed by a particular tenant, operator or manager. Operations mix measures the percentage of our operating results that is attributed to a particular tenant, operator or manager, geographic location or business model. The following tables reflect our concentration risk as of the dates and for the periods presented:
 
As of September 30, 2015
 
As of December 31, 2014
Investment mix by asset type (1):
 
 
 
Seniors housing communities
65.1
%
 
73.5
%
MOBs
21.4

 
18.0

Skilled nursing and other facilities
1.6

 
2.0

Hospitals
8.8

 
2.7

Secured loans receivable and investments, net
3.1

 
3.8

Investment mix by tenant, operator and manager (1):
 
 
 
Atria
22.8
%
 
26.8
%
Sunrise
11.8

 
13.9

Brookdale Senior Living
8.5

 
11.5

Kindred
2.1

 
2.3

All other
54.8

 
45.5

 
 
 
 
 
(1)
Ratios are based on the gross book value of real estate investments (excluding assets classified as held for sale) as of each reporting date.




47

 
For the Three Months Ended September 30,
 
For the Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
Operations mix by tenant and operator and business model:
 
 
 
 
 
 
 
Revenues (1):
 
 
 
 
 
 
 
Senior living operations
55.0
%
 
56.2
%
 
55.5
%
 
56.0
%
Kindred
5.6

 
5.7

 
5.7

 
5.9

Brookdale Senior Living (2)
5.1

 
6.2

 
5.4

 
6.1

All others
34.3

 
31.9

 
33.4

 
32.0

Adjusted EBITDA (3):
 
 
 
 
 
 
 
Senior living operations
30.3
%
 
28.6
%
 
29.3
%
 
28.2
%
Kindred
8.8

 
8.8

 
8.6

 
10.4

Brookdale Senior Living (2)
8.0

 
9.3

 
8.2

 
9.1

All others
52.9

 
53.3

 
53.9

 
52.3

NOI (4):
 
 
 
 
 
 
 
Senior living operations
31.8
%
 
33.3
%
 
32.6
%
 
32.9
%
Kindred
9.7

 
10.3

 
9.9

 
10.5

Brookdale Senior Living (2)
8.9

 
11.2

 
9.6

 
10.8

All others
49.6

 
45.2

 
47.9

 
45.8

Operations mix by geographic location (5):
 
 
 
 
 
 
 
California
15.4
%
 
16.3
%
 
15.5
%
 
16.6
%
New York
8.7

 
9.9

 
8.8

 
10.2

Texas
6.2

 
5.7

 
5.9

 
5.9

Illinois
4.8

 
4.9

 
4.9

 
5.1

Florida
4.6

 
4.5

 
4.6

 
4.6

All others
60.3

 
58.7

 
60.3

 
57.6

 
 
 
 
 
(1)
Total revenues include medical office building and other services revenue, revenue from loans and investments and interest and other income (excluding amounts in discontinued operations).

(2)
Excludes one seniors housing community included in senior living operations.

(3)
“Adjusted EBITDA” is defined as earnings before interest, taxes, depreciation and amortization (including non-cash stock-based compensation expense), excluding gains or losses on extinguishment of debt, merger-related expenses and deal costs, expenses related to the re-audit and re-review of our historical financial statements, net gains on real estate activity and changes in the fair value of financial instruments (including amounts in discontinued operations).
(4)
“NOI” represents net operating income, which is defined as total revenues, less interest and other income, property-level operating expenses and medical office building services costs (excluding amounts in discontinued operations).
(5)
Ratios are based on total revenues (excluding amounts in discontinued operations) for each period presented.
See “Non-GAAP Financial Measures” included elsewhere in this Quarterly Report on Form 10-Q for additional disclosures regarding Adjusted EBITDA and NOI and reconciliations to our net income, as computed in accordance with GAAP.
Triple-Net Lease Expirations
If our tenants are not able or willing to renew our triple-net leases upon expiration, we may be unable to reposition the applicable properties on a timely basis or on the same or better economic terms, if at all. Although our lease expirations are staggered, the non-renewal of some or all of our triple-net leases that expire in any given year could have a material adverse effect on 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

48

“Material Adverse Effect”). During the three and nine months ended September 30, 2015, we had no triple-net lease renewals or expirations without renewal that, in the aggregate, had a material impact on our financial condition or results of operations for those periods.
In December 2014, we entered into favorable agreements with Kindred to transition or sell the operations of nine licensed healthcare assets, make modifications to the master leases governing 34 leased assets, and reimburse us for certain deferred capital expenditures at skilled nursing facilities previously transferred to new operators. In January 2015, Kindred paid us $37 million in connection with these agreements, which is being amortized over the remaining lease term for the 34 assets governed by the modified master leases. We own or have the rights to all licenses and CONs at the nine properties to be transitioned or sold, and Kindred has extensive and detailed obligations to cooperate and ensure an orderly transition of the properties to another operator. As of September 30, 2015, three of the nine properties have been sold and three of the nine properties were disposed of as part of the CCP Spin-Off.

Recent Developments Regarding Government Regulation        
Medicare Reimbursement; Long-Term Acute Care Hospitals
On August 17, 2015, the Centers for Medicaid & Medicare Services (“CMS”) published its final rule to update the inpatient prospective payment system (“PPS”) for long term acute care hospitals (“LTACs”). With regard to LTACs, the final rule provides for a standard federal rate of $41,763, reflecting a market basket increase of 2.4% that is reduced by a 0.4% multifactor productivity adjustment and an additional 0.2% reduction mandated by the Affordable Care Act (“ACA”). Nevertheless, CMS estimated that LTAC PPS payments will decrease by 4.6% (approximately $250 million) under the final rule.
CMS attributed this reduction largely to implementation of the Pathway for Sustainable Growth Reform Act of 2013, which requires CMS to establish an alternative site-neutral payment rate, generally based on PPS rates, for Medicare inpatient discharges from an LTAC that fails to meet certain statutory-defined, patient-level clinical criteria, beginning with LTAC discharges occurring in cost reporting periods beginning on or after October 1, 2015. Under the patient-level clinical criteria, LTACs will be reimbursed under LTAC PPS only if, immediately preceding the LTAC admission, the patient was discharged from a general acute care hospital paid under PPS and the patient’s stay included at least three days in an intensive care unit or coronary care unit, or if the patient is assigned to a Medicare severity long-term care diagnosis-related group for cases receiving at least 96 hours of ventilator services in the LTAC. LTACs will be paid a lower “site neutral” payment rate for Medicare patients who do not meet the patient-level clinical criteria. This site-neutral payment rate equals the lower of (1) the PPS comparable per diem payment rate (including any outlier payments), or (2) 100% of the estimated costs for services. The final rule establishes patient-level clinical criteria and addresses implementation issues, including the transitional blended payment rate methodology for fiscal years 2016 and 2017.
The final rule also confirms that CMS will apply the existing 25 percent rule to all LTAC cases regardless of whether the site-neutral payment rate is applicable. CMS projects that payments for these site neutral payment rate cases will decrease by approximately 14.8% (or about $300 million). On the other hand, about 54% of LTAC cases are expected to meet the criteria for exclusion from the site neutral payment rate in fiscal year 2016, and will be paid based on the LTAC PPS standard federal payment rate.
Medicare Reimbursement; Skilled Nursing Facilities
On August 4, 2015, CMS published its final rule to update the prospective payment system for skilled nursing facilities (“SNF PPS”) for fiscal year 2016. With regard to SNFs, the final rule provides for an increase of $430 million in aggregate payments during fiscal year 2016. This adjustment resulted in an increase of 1.2% following an adjustment by the applicable wage index/labor-related share budget neutrality correction and productivity adjustment as contained in the ACA.
On October 5, 2015, CMS published a correction to the final rule. This rule corrected the calculations of certain wage rates in selected areas for SNFs. This will result in changes in the SNF rages for those areas.
We regularly assess the financial implications of CMS’s rules and other federal legislation on the operators of our long-term acute care hospitals and skilled nursing facilities, but we cannot assure you that current rules or future updates to LTAC PPS, SNF PPS, or Medicare reimbursement for LTACs or SNFs will not materially adversely affect our operators, which, in turn, could have a Material Adverse Effect on us.
Critical Accounting Policies and Estimates
Our Consolidated Financial Statements included in Item 1 of this Quarterly Report on Form 10-Q have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information set forth in the

49

Accounting Standards Codification (“ASC”), as published by the Financial Accounting Standards Board (“FASB”). GAAP requires us to make estimates and assumptions regarding future events that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. We base these estimates on our experience and assumptions we believe to be reasonable under the circumstances. However, if our judgment or interpretation of the facts and circumstances relating to various transactions or other matters had been different, we may have applied a different accounting treatment, resulting in a different presentation of our financial statements. We periodically reevaluate our estimates and assumptions, and in the event they prove to be different from actual results, we make adjustments in subsequent periods to reflect more current estimates and assumptions about matters that are inherently uncertain. Please refer to our Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on February 13, 2015, for further information regarding the critical accounting policies that affect our more significant estimates and judgments used in the preparation of our Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Business Combinations
We account for acquisitions using the acquisition method and record 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.
Our method for allocating the purchase price to acquired investments in real estate requires us to make subjective assessments for determining fair value of the assets acquired and liabilities assumed. This includes determining the value of the buildings, land and improvements, construction in progress, ground leases, tenant improvements, in-place leases, above and/or below market leases, purchase option intangible assets and/or liabilities, and any debt assumed. These estimates require significant judgment and in some cases involve complex calculations. These allocation assessments directly impact our results of operations, as amounts allocated to certain assets and liabilities have different depreciation or amortization lives. In addition, we amortize the value assigned to above and/or below market leases as a component of revenue, unlike in-place leases and other intangibles, which we include in depreciation and amortization in our Consolidated Statements of Income.
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 fair value of other fixed assets, such as site improvements and furniture, fixtures and equipment, based upon the replacement cost and depreciate such value over the assets’ estimated remaining useful lives as determined at the applicable acquisition date. We determine the value of land either by considering the sales prices of similar properties in recent transactions or based on internal analysis of recently acquired and existing comparable properties within our portfolio.
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 lease-related intangibles associated with that lease in operations at that time.
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 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 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

50

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 any shortfall from carrying value as an impairment loss in the current period.
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 collectibility 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 September 30, 2015 and December 31, 2014, this cumulative excess totaled $210.6 million (net of allowances of $96.4 million) and $187.6 million (net of allowances of $83.5 million), respectively.
Certain of our leases provide for periodic increases in base rent only if certain revenue parameters or other substantive contingencies are met. We recognize the increased rental revenue under these leases as the related parameters or contingencies are met, rather than on a straight-line basis over the applicable lease term.
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 terms 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 or less than our estimate of the fair value of the collateral, we recognize interest income on a cash basis. We provide a reserve against an impaired loan to the extent our total investment in the loan exceeds our estimate of the fair value of the loan collateral.
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 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. 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 also 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 receive the rent payments due in the future, we provide a reserve against the recognized straight-line rent receivable asset for the portion, up to its full value, that we estimate may not 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 in the period we make such change in our assumptions or estimates.
Recently Issued or Adopted Accounting Standards
In April 2015, the FASB issued Accounting Standards Update (“ASU”) 2015-03, Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”), which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected. Also in August 2015, the FASB issues ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated With Line-of-Credit Arrangements

51

(“ASU 2015-15”) which clarifies the SEC staff’s position not objecting to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing such costs, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. We adopted ASU 2015-03 and 2015-15 for the quarter ended September 30, 2015. There were deferred financing costs of $72.0 million and $60.3 million as of September 30, 2015 and December 31, 2014, respectively that are now classified within senior notes payable and other debt on our Consolidated Balance Sheets.

In September 2015, the FASB issued ASU 2015-16, Simplifying the Accounting for Measurement-Period Adjustments (“ASU 2015-16”) to simplify the accounting for business combinations, specifically as it relates to measurement-period adjustments. Acquiring entities in a business combination must recognize measurement-period adjustments in the reporting period in which the adjustment amounts are determined. Also, ASU 2015-16 requires entities to present separately on the face of the income statement (or disclose in the notes to the financial statements) the portion of the amount recorded in the current period earnings, by line item, that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective for the Company beginning January 1, 2016 and is to be applied prospectively to measurement-period adjustments that occur after the effective date. We do not expect the adoption of this ASU to have a significant impact on our consolidated financial statements.
In 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, Revenue From Contracts With Customers (“ASU 2014-09”), which outlines a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. ASU 2014-09 states that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” While ASU 2014-09 specifically references contracts with customers, it may apply to certain other transactions such as the sale of real estate or equipment. In 2015, the FASB provided for a one-year deferral of the effective date for ASU 2014-09 which is now effective for us beginning January 1, 2018. We are continuing to evaluate this guidance; however, we do not expect its adoption to have a significant impact on our consolidated financial statements, as a substantial portion of our revenue consists of rental income from leasing arrangements, which are specifically excluded from ASU 2014-09.
In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis (“ASU 2015-02”), which makes certain changes to both the variable interest model and the voting model, including changes to (1) the identification of variable interests (fees paid to a decision maker or service provider), (2) the variable interest entity characteristics for a limited partnership or similar entity and (3) the primary beneficiary determination. ASU 2015-02 is effective for us beginning January 1, 2016. We are continuing to evaluate this guidance; however, we do not expect its adoption to have a significant impact on our consolidated financial statements.
Results of Operations
As of September 30, 2015, 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 the United Kingdom and lease those properties to healthcare operating companies under “triple-net” or “absolute-net” leases that obligate the tenants to pay all property-related expenses. In our senior living operations segment, we invest in seniors housing communities throughout the United States and Canada and engage independent operators, such as Atria and Sunrise, to manage those communities. In our 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 any of 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.
The historical results of operations of the CCP properties as well as the related assets and liabilities are presented as discontinued operations in the accompanying results of operations. Throughout this discussion, “continuing operations” does not include properties disposed of as part of the CCP Spin-Off.


52

Three Months Ended September 30, 2015 and 2014
The table below shows our results of operations for the three months ended September 30, 2015 and 2014 and the effect of changes in those results from period to period on our net income attributable to common stockholders.
 
For the Three Months Ended September 30,
 
Increase (Decrease)
to Net Income
 
2015
 
2014
 
$
 
%
 
(Dollars in thousands)
Segment NOI:
 
 
 
 
 
 
 
Triple-Net Leased Properties
$
202,039

 
$
172,009

 
$
30,030

 
17.5
 %
Senior Living Operations
150,285

 
130,973

 
19,312

 
14.7

MOB Operations
101,493

 
76,793

 
24,700

 
32.2

All Other
19,454

 
13,686

 
5,768

 
42.1

Total segment NOI
473,271

 
393,461

 
79,810

 
20.3

Interest and other income
74

 
367

 
(293
)
 
(79.8
)
Interest expense
(97,135
)
 
(77,325
)
 
(19,810
)
 
(25.6
)
Depreciation and amortization
(226,332
)
 
(173,006
)
 
(53,326
)
 
(30.8
)
General, administrative and professional fees
(32,114
)
 
(29,464
)
 
(2,650
)
 
(9.0
)
Loss on extinguishment of debt, net
(15,331
)
 
(2,414
)
 
(12,917
)
 
nm

Merger-related expenses and deal costs
(62,145
)
 
(16,188
)
 
(45,957
)
 
nm

Other
(4,795
)
 
(9,413
)
 
4,618

 
49.1

Income before loss from unconsolidated entities, income taxes, discontinued operations, real estate dispositions and noncontrolling interest
35,493

 
86,018

 
(50,525
)
 
(58.7
)
Loss from unconsolidated entities
(955
)
 
(47
)
 
(908
)
 
nm

Income tax benefit
10,697

 
1,887

 
8,810

 
nm

Income from continuing operations
45,235

 
87,858

 
(42,623
)
 
(48.5
)
Discontinued operations
(22,383
)
 
18,171

 
(40,554
)
 
nm

Gain on real estate dispositions
265

 
3,625

 
(3,360
)
 
(92.7
)
Net income
23,117

 
109,654

 
(86,537
)
 
(78.9
)
Net income attributable to noncontrolling interest
265

 
522

 
257

 
49.2

Net income attributable to common stockholders
$
22,852

 
$
109,132

 
(86,280
)
 
(79.1
)
 
 
 
 
 
nm - not meaningful
Segment NOI—Triple-Net Leased Properties
NOI for our triple-net leased properties reportable business segment equals the rental income and other services revenue earned from our triple-net assets. We incur no direct operating expenses for this segment.
The following table summarizes results of continuing operations in our triple-net leased properties reportable business segment:
 
For the Three Months Ended September 30,
 
Increase (Decrease) 
to Segment NOI
 
2015
 
2014
 
$
 
%
 
(Dollars in thousands)
Segment NOI—Triple-Net Leased Properties:
 
 
 
 
 
 
 
Rental income
$
201,028

 
$
170,873

 
$
30,155

 
17.6
 %
Other services revenue
1,011

 
1,136

 
(125
)
 
(11.0
)
Segment NOI
$
202,039

 
$
172,009

 
30,030

 
17.5


53

Triple-net leased properties segment NOI increased during the three months ended September 30, 2015 over the prior year primarily due to rent from the properties we acquired after July 1, 2014, contractual escalations in rent pursuant to the terms of our leases, and increases in base and other rent under certain of our leases.
In our triple-net leased properties segment, our revenues generally consist of fixed rental amounts (subject to annual contractual escalations) received from our tenants in accordance with the applicable lease terms and do not vary based on the underlying operating performance of the properties. Therefore, while occupancy rates may affect the profitability of our tenants’ operations, they do not directly impact our revenues or financial results. The following table sets forth average continuing occupancy rates related to the triple-net leased properties we owned at September 30, 2015 for the second quarter of 2015 (which is the most recent information available to us from our tenants) and average continuing occupancy rates related to the triple-net leased properties we owned at September 30, 2014 for the second quarter of 2014.
 
Number of Properties Owned at September 30, 2015 (1)
 
Average
Occupancy For the
Three Months
Ended June 30,
2015 (1)
 
 
Number of Properties Owned at September 30, 2014 (1)
 
Average
Occupancy For the
Three Months
Ended June 30,
2014 (1)
Seniors housing communities
450

 
87.6
%
 
 
406

 
88.5
%
Skilled nursing facilities
53

 
80.6

 
 
51

 
82.9

Hospitals
45

 
58.0

 
 
41

 
56.3

 
 
 
 
 
(1)
Excludes properties sold or classified as held for sale as of September 30, 2015, non-stabilized properties, properties included in investments in unconsolidated entities and certain properties for which we do not receive occupancy information.  Also excludes properties acquired during the three months ended September 30, 2015 and 2014, respectively, and properties that transitioned operators for which we do not have five full quarters of results subsequent to the transition.
The following table compares results of continuing operations for our 511 same-store triple-net leased properties. Throughout this discussion, “same-store” refers to properties that we owned for the full period in both comparison periods.
 
For the Three Months Ended September 30,
 
Increase (Decrease) 
to Segment NOI
 
2015
 
2014
 
$
 
%
 
(Dollars in thousands)
Same-Store Segment NOI—Triple-Net Leased Properties:
 
 
 
 
 
 
 
Rental income
$
166,574

 
$
160,852

 
$
5,722

 
3.6
 %
Other services revenue
1,011

 
1,136

 
(125
)
 
(11.0
)
Segment NOI
$
167,585

 
$
161,988

 
5,597

 
3.5

Segment NOI—Senior Living Operations
The following table summarizes results of continuing operations in our senior living operations reportable business segment:
 
For the Three Months Ended September 30,
 
Increase (Decrease) 
to Segment NOI
 
2015
 
2014
 
$
 
%
 
(Dollars in thousands)
Segment NOI—Senior Living Operations:
 
 
 
 
 
 
 
Total revenues
$
454,825

 
$
396,247

 
$
58,578

 
14.8
 %
Less:
 
 
 
 
 
 
 
Property-level operating expenses
(304,540
)
 
(265,274
)
 
(39,266
)
 
(14.8
)
Segment NOI
$
150,285

 
$
130,973

 
19,312

 
14.7

Revenues attributed to our senior living operations segment consist of resident fees and services, which include all amounts earned from residents at our seniors housing communities, such as rental fees related to resident leases, extended health care fees and other ancillary service income. Our senior living operations segment revenues increased in the third quarter of 2015 over the third quarter of 2014 primarily due to the seniors housing communities we acquired after July 1, 2014,

54

including the 2015 HCT acquisition and the 2014 acquisition of 29 seniors housing communities located in Canada from Holiday Retirement (the “Holiday Canada Acquisition”).
Property-level operating expenses related to our senior living operations segment include labor, food, utilities, marketing, management and other costs of operating the properties. Property-level operating expenses also increased for the three months ended September 30, 2015 over the same period in 2014 primarily due to the acquired properties described above.
The following table compares results of continuing operations for our 239 same-store senior living operating communities.
 
For the Three Months Ended September 30,
 
Increase (Decrease) 
to Segment NOI
 
2015
 
2014
 
$
 
%
 
(Dollars in thousands)
Same-Store Segment NOI—Senior Living Operations:
 
 
 
 
 
 
 
Total revenues
$
387,915

 
$
379,338

 
$
8,577

 
2.3
 %
Less:
 
 
 
 
 
 
 
Property-level operating expenses
(262,200
)
 
(256,488
)
 
(5,712
)
 
(2.2
)
Segment NOI
$
125,715

 
$
122,850

 
2,865

 
2.3

The following table sets forth average unit occupancy rates and the average monthly revenue per occupied room related to continuing operations in our senior living operations segment during the three months ended September 30, 2015 and 2014:
 
Number of Properties at September 30,
 
Average Unit Occupancy For the Three Months Ended September 30,
 
Average Monthly Revenue Per Occupied Room For the Three Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
 
2015
 
2014
Total communities
305

 
272

 
91.1
%
 
91.3
%
 
$
5,259

 
$
5,389

Same-store communities
239

 
239

 
91.1

 
91.4

 
5,690

 
5,555

Segment NOI—MOB Operations
The following table summarizes results of continuing operations in our MOB operations reportable business segment:
 
For the Three Months Ended September 30,
 
Increase (Decrease) 
to Segment NOI
 
2015
 
2014
 
$
 
%
 
(Dollars in thousands)
Segment NOI—MOB Operations:
 
 
 
 
 
 
 
Rental income
$
142,755

 
$
116,686

 
$
26,069

 
22.3
 %
Medical office building services revenue
8,459

 
5,937

 
2,522

 
42.5

Total revenues
151,214

 
122,623

 
28,591

 
23.3

Less:
 
 
 
 
 
 
 
Property-level operating expenses
(43,305
)
 
(41,262
)
 
(2,043
)
 
(5.0
)
Medical office building services costs
(6,416
)
 
(4,568
)
 
(1,848
)
 
40.5

Segment NOI
$
101,493

 
$
76,793

 
24,700

 
32.2

The increase in our MOB operations segment rental income in the third quarter of 2015 over the same period in 2014 is attributed primarily to the MOBs we acquired after July 1, 2014 and slightly higher base rents. The $2.0 million increase in our MOB property-level operating expenses in the third quarter of 2015 over the same period in 2014 is attributed primarily to the MOBs we acquired after July 1, 2014 and increases in insurance and real estate tax expenses, partially offset by decreases in operating costs resulting from expense controls.
Medical office building services revenue, net of applicable costs, increased year over year primarily due to increased construction activity during the third quarter of 2015 over the same period in 2014.

55

The following table compares results of continuing operations for our 286 same-store MOBs.
 
For the Three Months Ended September 30,
 
Increase (Decrease) 
to Segment NOI
 
2015
 
2014
 
$
 
%
 
(Dollars in thousands)
Same-Store Segment NOI—MOB Operations:
 
 
 
 
 
 
 
Rental income
$
113,862

 
$
113,557

 
$
305

 
0.3
%
Less:
 
 
 
 
 
 
 
Property-level operating expenses
(37,991
)
 
(39,818
)
 
1,827

 
4.6

Segment NOI
$
75,871

 
$
73,739

 
2,132

 
2.9

The following table sets forth occupancy rates and the annualized average rent per occupied square foot related to continuing operations in our MOB operations segment at and for the three months ended September 30, 2015 and 2014:
 
Number of Properties at September 30,
 
Occupancy at September 30,
 
Annualized Average Rent Per Occupied Square Foot for the Three Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
 
2015
 
2014
Total MOBs
370

 
311

 
91.9
%
 
89.9
%
 
$
30

 
$
31

Same-store MOBs
286

 
286

 
90.5

 
91.0

 
31

 
31

Segment NOI—All Other
All other NOI consists primarily of income from loans and investments. Income from loans and investments increased $5.7 million during the three months ended September 30, 2015, compared to the same period in 2014, primarily due to a $425.0 million secured mezzanine loan investment we made during 2014 that had a blended annual interest rate of 8.1% and contractual maturities ranging between 2016 and 2019.
Interest Expense
The $10.6 million increase in total interest expense, including interest allocated to discontinued operations of $12.2 million and $21.4 million for the three months ended September 30, 2015 and 2014, respectively, is attributed primarily to $11.1 million of additional interest due to higher debt balances, partially offset by a $0.4 million reduction in interest due to lower effective interest rates, including the amortization of any fair value adjustments. Our effective interest rate was 3.6% for the three months ended September 30, 2015 and 2014.
Depreciation and Amortization
Depreciation and amortization expense increased during the three months ended September 30, 2015 compared to the same period in 2014 primarily due to the real estate acquisitions we made in 2014 and 2015, including the 2015 HCT acquisition and 2014 Holiday Canada Acquisition, partially offset by impairment charges of $4.1 million for the three months ended September 30, 2015, compared to $8.8 million of impairment charges for the three months ended September 30, 2014.
Loss on Extinguishment of Debt, Net
The loss on extinguishment of debt, net for the three months ended September 30, 2015 and 2014 was due to various debt repayments, which were paid for with proceeds from the CCP Spin-Off.
Merger-Related Expenses and Deal Costs
Merger-related expenses and deal costs for both periods consist of transition, integration, deal and severance-related expenses primarily related to pending and consummated transactions required by GAAP to be expensed rather than capitalized into the asset value. The $46.0 million increase during the three months ended September 30, 2015 over the prior year is primarily due to increased 2015 investment activity related to pending and completed transactions.
Income Tax Benefit
Income tax benefit for the three months ended September 30, 2015 was due primarily to operating losses at our taxable REIT subsidiaries (“TRS entities”). Income tax benefit for the three months ended September 30, 2014 was due primarily to

56

the release of income tax reserves at entities other than our TRS entities and the release of valuation allowances at our TRS entities.
Discontinued Operations
Discontinued operations primarily relates to the operations of assets and liabilities disposed of as part of the CCP Spin-Off. The loss in discontinued operations for the three months ended September 30, 2015 is primarily the result of $40.1 million of transaction and separation costs associated with the spin.
Gain on Real Estate Dispositions
Gain on real estate dispositions for the three months ended September 30, 2015 and 2014 primarily relates to the sale of two properties and seven properties, respectively.
Nine Months Ended September 30, 2015 and 2014
The table below shows our results of operations for the nine months ended September 30, 2015 and 2014 and the effect of changes in those results from period to period on our net income attributable to common stockholders.
 
For the Nine Months Ended September 30,
 
Increase (Decrease)
to Net Income
 
2015
 
2014
 
$
 
%
 
(Dollars in thousands)
Segment NOI:
 
 
 
 
 
 
 
Triple-Net Leased Properties
$
574,877

 
$
503,476

 
$
71,401

 
14.2
 %
Senior Living Operations
454,230

 
378,788

 
75,442

 
19.9

MOB Operations
297,103

 
230,667

 
66,436

 
28.8

All Other
67,791

 
38,402

 
29,389

 
76.5

Total segment NOI
1,394,001

 
1,151,333

 
242,668

 
21.1

Interest and other income
719

 
811

 
(92
)
 
(11.3
)
Interest expense
(263,422
)
 
(214,117
)
 
(49,305
)
 
(23.0
)
Depreciation and amortization
(657,262
)
 
(507,167
)
 
(150,095
)
 
(29.6
)
General, administrative and professional fees
(100,399
)
 
(93,632
)
 
(6,767
)
 
(7.2
)
Loss on extinguishment of debt, net
(14,897
)
 
(5,079
)
 
(9,818
)
 
nm

Merger-related expenses and deal costs
(105,023
)
 
(35,944
)
 
(69,079
)
 
nm

Other
(13,948
)
 
(18,070
)
 
4,122

 
22.8

Income before (loss) income from unconsolidated entities, income taxes, discontinued operations, real estate dispositions and noncontrolling interest
239,769

 
278,135

 
(38,366
)
 
(13.8
)
(Loss) income from unconsolidated entities
(1,197
)
 
549

 
(1,746
)
 
nm

Income tax benefit (expense)
27,736

 
(4,820
)
 
32,556

 
nm

Income from continuing operations
266,308

 
273,864

 
(7,556
)
 
(2.8
)
Discontinued operations
13,434

 
79,026

 
(65,592
)
 
(83.0
)
Gain on real estate dispositions
14,420

 
16,514

 
(2,094
)
 
(12.7
)
Net income
294,162

 
369,404

 
(75,242
)
 
(20.4
)
Net income attributable to noncontrolling interest
1,047

 
827

 
(220
)
 
(26.6
)
Net income attributable to common stockholders
$
293,115

 
$
368,577

 
(75,462
)
 
(20.5
)
 
 
 
 
 
nm - not meaningful

57

Segment NOI—Triple-Net Leased Properties
The following table summarizes results of continuing operations in our triple-net leased properties reportable business segment:
 
For the Nine Months Ended September 30,
 
Increase (Decrease) 
to Segment NOI
 
2015
 
2014
 
$
 
%
 
(Dollars in thousands)
Segment NOI—Triple-Net Leased Properties:
 
 
 
 
 
 
 
Rental income
$
571,591

 
$
500,047

 
$
71,544

 
14.3
 %
Other services revenue
3,286

 
3,429

 
(143
)
 
(4.2
)
Segment NOI
$
574,877

 
$
503,476

 
71,401

 
14.2

Triple-net leased properties segment NOI increased during the nine months ended September 30, 2015 over the prior year primarily due to rent from the properties we acquired after January 1, 2014, contractual escalations in rent pursuant to the terms of our leases, and increases in base and other rent under certain of our leases.
The following table compares results of continuing operations for our 508 same-store triple-net leased properties. For purposes of this table, we define same-store properties as properties that we owned for the entire period from January 1, 2015 through September 30, 2015.
 
For the Nine Months Ended September 30,
 
Increase (Decrease) 
to Segment NOI
 
2015
 
2014
 
$
 
%
 
(Dollars in thousands)
Same-Store Segment NOI—Triple-Net Leased Properties:
 
 
 
 
 
 
 
Rental income
$
485,392

 
$
461,727

 
$
23,665

 
5.1
 %
Other services revenue
3,286

 
3,429

 
(143
)
 
(4.2
)
Segment NOI
$
488,678

 
$
465,156

 
23,522

 
5.1

Segment NOI—Senior Living Operations
The following table summarizes results of continuing operations in our senior living operations reportable business segment:
 
For the Nine Months Ended September 30,
 
Increase (Decrease) 
to Segment NOI
 
2015
 
2014
 
$
 
%
 
(Dollars in thousands)
Segment NOI—Senior Living Operations:
 
 
 
 
 
 
 
Total revenues
$
1,356,384

 
$
1,141,781

 
$
214,603

 
18.8
 %
Less:
 
 
 
 
 
 
 
Property-level operating expenses
(902,154
)
 
(762,993
)
 
(139,161
)
 
(18.2
)
Segment NOI
$
454,230

 
$
378,788

 
75,442

 
19.9

Our senior living operations segment revenues increased during the nine months ended September 30, 2015 over the prior year primarily due to the seniors housing communities we acquired after January 1, 2014.
Property-level operating expenses increased during the nine months ended September 30, 2015 over the same period in 2014 primarily due to the acquired properties described above, increases in salaries, utilities and food costs and higher management fees primarily due to increased revenues.

58

The following table compares results of continuing operations for our 237 same-store senior living operating communities. For purposes of this table, we define same-store communities as communities that we owned for the full period in both comparison periods.
 
For the Nine Months Ended September 30,
 
Increase (Decrease) 
to Segment NOI
 
2015
 
2014
 
$
 
%
 
(Dollars in thousands)
Same-Store Segment NOI—Senior Living Operations:
 
 
 
 
 
 
 
Total revenues
$
1,146,939

 
$
1,116,249

 
$
30,690

 
2.7
 %
Less:
 
 
 
 
 
 
 
Property-level operating expenses
(771,859
)
 
(748,311
)
 
(23,548
)
 
(3.1
)
Segment NOI
$
375,080

 
$
367,938

 
7,142

 
1.9

The following table sets forth average unit occupancy rates and the average monthly revenue per occupied room related to continuing operations in our senior living operations segment during the nine months ended September 30, 2015 and 2014:
 
Number of Properties at September 30,
 
Average Unit Occupancy For the Nine Months Ended September 30,
 
Average Monthly Revenue Per Occupied Room For the Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
 
2015
 
2014
Total communities
305

 
272

 
91.1
%
 
90.8
%
 
$
5,260

 
$
5,489

Same-store communities
237

 
237

 
91.0

 
90.8

 
5,701

 
5,568

Segment NOI—MOB Operations
The following table summarizes results of continuing operations in our MOB operations reportable business segment:
 
For the Nine Months Ended September 30,
 
Increase (Decrease) 
to Segment NOI
 
2015
 
2014
 
$
 
%
 
(Dollars in thousands)
Segment NOI—MOB Operations:
 
 
 
 
 
 
 
Rental income
$
420,287

 
$
346,942

 
$
73,345

 
21.1
 %
Medical office building services revenue
25,066

 
13,311

 
11,755

 
88.3

Total revenues
445,353

 
360,253

 
85,100

 
23.6

Less:
 
 
 
 
 
 
 
Property-level operating expenses
(129,152
)
 
(120,021
)
 
(9,131
)
 
(7.6
)
Medical office building services costs
(19,098
)
 
(9,565
)
 
(9,533
)
 
(99.7
)
Segment NOI
$
297,103

 
$
230,667

 
66,436

 
28.8

The increases in our MOB operations segment NOI during the nine months ended September 30, 2015 over the same period in 2014 are attributed primarily to the MOBs we acquired after January 1, 2014 and decreases in operating costs resulting from expense controls, partially offset by increases in insurance and real estate tax expenses.
Medical office building services revenue and costs both increased year over year primarily due to increased construction activity during the nine months ended September 30, 2015 over the same period in 2014.

59

The following table compares results of continuing operations for our 284 same-store MOBs. For purposes of this table, we define same-store MOBs as MOBs that we owned for the full period in both comparison periods.
 
For the Nine Months Ended September 30,
 
Increase (Decrease) 
to Segment NOI
 
2015
 
2014
 
$
 
%
 
(Dollars in thousands)
Same-Store Segment NOI—MOB Operations:
 
 
 
 
 
 
 
Rental income
$
337,839

 
$
335,925

 
$
1,914

 
0.6
%
Less:
 
 
 
 
 
 
 
Property-level operating expenses
(113,790
)
 
(115,397
)
 
1,607

 
1.4

Segment NOI
$
224,049

 
$
220,528

 
3,521

 
1.6

The following table sets forth occupancy rates and the annualized average rent per occupied square foot related to continuing operations in our MOB operations segment at and for the nine months ended September 30, 2015 and 2014:
 
Number of Properties at September 30,
 
Occupancy at September 30,
 
Annualized Average Rent Per Occupied Square Foot for the Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
 
2015
 
2014
Total MOBs
370

 
311

 
91.9
%
 
89.9
%
 
$
30

 
$
31

Same-store MOBs
284

 
284

 
90.4

 
91.0

 
31

 
31

Segment NOI—All Other
All other NOI consists primarily of income from loans and investments. Income from loans and investments increased for the nine months ended September 30, 2015 over the same period in 2014 primarily due to a $425.0 million secured mezzanine loan investment we made during 2014 that had a blended annual interest rate of 8.1% and contractual maturities ranging between 2016 and 2019.
Interest Expense
The $44.6 million increase in total interest expense, including interest allocated to discontinued operations of $60.4 million and $65.2 million for the nine months ended September 30, 2015 and 2014, respectively, is attributed primarily to $47.6 million of additional interest due to higher debt balances, partially offset by a $4.0 million reduction in interest due to lower effective interest rates, including the amortization of any fair value adjustments. Our effective interest rate was 3.6% for the nine months ended September 30, 2015, compared to 3.7% for the same period in 2014.
Depreciation and Amortization
Depreciation and amortization expense increased during the nine months ended September 30, 2015 compared to the same period in 2014 primarily due to the real estate acquisitions we made in 2014 and 2015 as well as higher impairment charges recorded during the nine months ended September 30, 2015.
Loss on Extinguishment of Debt, Net
The $14.9 million loss on extinguishment of debt, net for the nine months ended September 30, 2015 resulted primarily from various debt repayments. The $5.1 million loss on extinguishment of debt, net during the nine months ended September 30, 2014 resulted primarily from early mortgage repayments.
Merger-Related Expenses and Deal Costs
The $69.1 million increase during the nine months ended September 30, 2015 over the prior year is primarily due to increased investment activity for the nine months ended September 30, 2015 compared to the same period in 2014.
Income Tax Benefit (Expense)
Income tax benefit for the nine months ended September 30, 2015 was due primarily to operating losses at our TRS entities. Income tax expense for the nine months ended September 30, 2014 was due primarily to operating income at our TRS entities.

60

Discontinued Operations
Discontinued operations primarily relates to the operations of assets and liabilities disposed of as part of the CCP Spin-Off. The decrease in income from discontinued operations for the nine months ended September 30, 2015 compared to the same period in 2014 is primarily the result of $40.1 million of transaction and separation costs associated with the spin. Also, 2014 includes a full nine months of net income for the CCP operations whereas 2015 only includes net income through the spin date.
Gain on Real Estate Dispositions
Gain on real estate dispositions for the nine months ended September 30, 2015 and 2014 primarily relates to the sale of 57 properties and 19 properties, respectively.
Non-GAAP Financial Measures
We believe that net income, as defined by GAAP, is the most appropriate earnings measurement. However, we consider certain non-GAAP financial measures to be useful supplemental measures of our operating performance. A non-GAAP financial measure is a measure of historical or future financial performance, financial position or cash flows that excludes or includes amounts that are not so excluded from or included in the most directly comparable measure calculated and presented in accordance with GAAP. Described below are the non-GAAP financial measures used by management to evaluate our operating performance and that we consider most useful to investors, together with reconciliations of these measures to their most directly comparable GAAP measures.
The non-GAAP financial measures we present in this Quarterly Report on Form 10-Q may not be identical to those presented by other real estate companies due to the fact that not all real estate companies use the same definitions. You should not consider these measures as alternatives to net income (determined in accordance with GAAP) as indicators of our financial performance or as alternatives to cash flow from operating activities (determined in accordance with GAAP) as measures of our liquidity, nor are these measures necessarily indicative of sufficient cash flow to fund all of our needs. In order to facilitate a clear understanding of our consolidated historical operating results, you should examine these measures in conjunction with net income as presented in our Consolidated Financial Statements and other financial data included elsewhere in this Quarterly Report on Form 10-Q.
Funds From Operations and Normalized Funds From Operations
Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. However, since real estate values historically have risen or fallen with market conditions, many industry investors deem presentations of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. For that reason, we consider Funds From Operations (“FFO”) and normalized FFO to be appropriate measures of operating performance of an equity REIT. In particular, we believe that normalized FFO is useful because it allows investors, analysts and our management to compare our operating performance to the operating performance of other real estate companies and between periods on a consistent basis without having to account for differences caused by unanticipated items and other events such as transactions and litigation. In some cases, we provide information about identified non-cash components of FFO and normalized FFO because it allows investors, analysts and our management to assess the impact of those items on our financial results.
We use the National Association of Real Estate Investment Trusts (“NAREIT”) definition of FFO. NAREIT defines FFO as net income attributable to common stockholders (computed in accordance with GAAP), excluding gains (or losses) from sales of real estate property, including gain on re-measurement of equity method investments, and impairment write-downs of depreciable real estate, plus real estate depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect FFO on the same basis. We define normalized FFO as FFO excluding the following income and expense items (which may be recurring in nature): (a) merger-related costs and expenses, including amortization of intangibles, transition and integration expenses, and deal costs and expenses, including expenses and recoveries relating to our acquisition lawsuits; (b) the impact of any expenses related to asset impairment and valuation allowances, the write-off of unamortized deferred financing fees, or additional costs, expenses, discounts, make-whole payments, penalties or premiums incurred as a result of early retirement or payment of our debt; (c) the non-cash effect of income tax benefits or expenses and derivative transactions that have non-cash mark-to-market impacts on our Consolidated Statements of Income; (d) the impact of future acquisitions or divestitures (including pursuant to tenant options to purchase) and capital transactions; (e) the financial impact of contingent consideration, severance-related costs, charitable donations made to the Ventas Charitable Foundation, gains and losses for non-operational foreign currency hedge agreements and changes in the fair value of financial instruments; and (f) expenses related to the re-audit and re-review in 2014 of our historical financial statements and related matters.

61

Our FFO and normalized FFO for the three and nine months ended September 30, 2015 and 2014 are summarized in the following table. The increase in normalized FFO for the nine months ended September 30, 2015 over the same period in 2014 is due primarily to 2014 and 2015 acquisitions and investments, net of related capital costs and partially offset by a full quarter of results in 2014 from the properties that were disposed of as part of the CCP Spin-Off.
 
For the Three Months Ended September 30,
 
For the Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
 
(In thousands)
Net income attributable to common stockholders
$
22,852

 
$
109,132

 
$
293,115

 
$
368,577

Adjustments:
 
 
 
 
 
 
 
Real estate depreciation and amortization
224,688

 
171,399

 
652,025

 
502,410

Real estate depreciation related to noncontrolling interest
(1,964
)
 
(2,503
)
 
(5,980
)
 
(7,808
)
Real estate depreciation related to unconsolidated entities
1,445

 
1,471

 
4,371

 
4,460

Gain on real estate dispositions
(265
)
 
(3,625
)
 
(14,420
)
 
(16,514
)
Discontinued operations:
 
 
 
 
 
 
 
Gain on real estate dispositions
48

 
41

 
(229
)
 
(1,442
)
Depreciation on real estate assets
13,878

 
28,230

 
79,608

 
80,009

FFO attributable to common stockholders
260,682

 
304,145

 
1,008,490


929,692

Adjustments:
 
 
 
 
 
 
 
Change in fair value of financial instruments
(18
)
 
4,595

 
6

 
4,636

Non-cash income tax (benefit) expense
(12,477
)
 
(1,987
)
 
(30,716
)
 
4,420

Loss on extinguishment of debt, net
16,301

 
2,414

 
16,283

 
4,528

Merger-related expenses, deal costs and re-audit costs
100,548

 
23,401

 
151,685

 
43,764

Amortization of other intangibles
438

 
255

 
1,620

 
766

Normalized FFO attributable to common stockholders
$
365,474

 
$
332,823


$
1,147,368


$
987,806


62

Adjusted EBITDA
We consider Adjusted EBITDA an important supplemental measure to net income because it provides another manner in which to evaluate our operating performance and serves as another indicator of our ability to service debt. We define Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization (including non-cash stock-based compensation expense), excluding gains or losses on extinguishment of debt, merger-related expenses and deal costs, expenses related to the re-audit and re-review in 2014 of our historical financial statements, net gains on real estate activity and changes in the fair value of financial instruments (including amounts in discontinued operations). The following table sets forth a reconciliation of Adjusted EBITDA to net income (including amounts in discontinued operations) for the three and nine months ended September 30, 2015 and 2014:
 
For the Three Months Ended September 30,
 
For the Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
 
(In thousands)
Net income
$
23,117

 
$
109,654

 
$
294,162

 
$
369,404

Adjustments:
 
 
 
 
 
 
 
Interest
109,307

 
98,750

 
323,850

 
279,273

Loss on extinguishment of debt, net
15,331

 
2,414

 
14,897

 
5,079

Taxes (including tax amounts in general, administrative and professional fees)
(10,053
)
 
(1,642
)
 
(26,057
)
 
7,595

Depreciation and amortization
240,210

 
201,236

 
736,870

 
587,176

Non-cash stock-based compensation expense
4,869

 
5,381

 
16,061

 
16,792

Merger-related expenses, deal costs and re-audit costs
99,802

 
23,293

 
150,705

 
43,652

Gain on real estate dispositions
(217
)
 
(3,584
)
 
(14,649
)
 
(17,726
)
Change in fair value of financial instruments
(18
)
 
4,595

 
6

 
4,636

Adjusted EBITDA
$
482,348

 
$
440,097

 
$
1,495,845


$
1,295,881


63

NOI
We also consider NOI an important supplemental measure to net income because it allows investors, analysts and our management to assess our unlevered property-level operating results and to compare our operating results with the operating results of other real estate companies and between periods on a consistent basis. We define NOI as total revenues, less interest and other income, property-level operating expenses and medical office building services costs (including amounts in discontinued operations). Cash receipts may differ due to straight-line recognition of certain rental income and the application of other GAAP policies. The following table sets forth a reconciliation of NOI to net income attributable to common stockholders (including amounts in discontinued operations) for the three and nine months ended September 30, 2015 and 2014:
 
For the Three Months Ended September 30,
 
For the Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
 
(In thousands)
Net income attributable to common stockholders
$
22,852

 
$
109,132

 
$
293,115

 
$
368,577

Adjustments:
 
 
 
 
 
 
 
Interest and other income
(74
)
 
(368
)
 
(782
)
 
(1,564
)
Interest
109,307

 
98,750

 
323,850

 
279,273

Depreciation and amortization
240,210

 
201,236

 
736,870

 
587,176

General, administrative and professional fees
32,116

 
29,466

 
100,408

 
93,638

Loss on extinguishment of debt, net
15,331

 
2,414

 
14,897

 
5,079

Merger-related expenses and deal costs
99,335

 
16,749

 
149,092

 
37,108

Other
4,970

 
15,292

 
15,568

 
25,630

Net income attributable to noncontrolling interest
273

 
569

 
1,167

 
964

Loss (income) from unconsolidated entities
955

 
47

 
1,197

 
(549
)
Income tax (benefit) expense
(10,697
)
 
(1,887
)
 
(27,736
)
 
4,820

Gain on real estate dispositions
(217
)
 
(3,584
)
 
(14,649
)
 
(17,726
)
NOI
514,361

 
467,816


1,592,997


1,382,426

Discontinued operations
(41,090
)
 
(74,355
)
 
(198,996
)
 
(231,093
)
NOI (excluding amounts in discontinued operations)
$
473,271

 
$
393,461


$
1,394,001


$
1,151,333

Liquidity and Capital Resources
As of September 30, 2015, we had a total of $65.2 million of unrestricted cash and cash equivalents, operating cash and cash related to our senior living operations and MOB operations reportable business segments that is deposited and held in property-level accounts. Funds maintained in the property-level accounts are used primarily for the payment of property-level expenses, debt service payments and certain capital expenditures. As of September 30, 2015, we also had escrow deposits and restricted cash of $74.5 million and $1.9 billion of unused borrowing capacity available under our unsecured revolving credit facility.
During the nine months ended September 30, 2015, our principal sources of liquidity were cash flows from operations, proceeds from the issuance of debt and equity securities, proceeds from asset sales and cash on hand.
For the next 12 months, our principal liquidity needs are to: (i) fund operating expenses; (ii) meet our debt service requirements; (iii) repay maturing mortgage and other debt; (iv) fund capital expenditures; (v) fund acquisitions, investments and commitments, including development and redevelopment activities; and (vi) make distributions to our stockholders and unitholders, as required for us to continue to qualify as a REIT. We expect that these liquidity needs generally will be satisfied by a combination of the following: cash flows from operations, cash on hand, debt assumptions and financings (including secured financings), issuances of debt and equity securities, dispositions of assets (in whole or in part through joint venture arrangements with third parties) and borrowings under our unsecured revolving credit facility. However, an inability to access liquidity through multiple capital sources concurrently could have a Material Adverse Effect on us.
In April 2015, third party investors redeemed 445,541 limited partnership units of Ventas Realty Capital Healthcare Trust Operating Partnership, L.P. for approximately $32.6 million.

64

Unsecured Revolving Credit Facility and Term Loans
Our unsecured credit facility is comprised of a $2.0 billion revolving credit facility priced at LIBOR plus 1.0% as of September 30, 2015, and a $200.0 million four-year term loan and an $800.0 million five-year term loan, each priced at LIBOR plus 1.05% as of September 30, 2015. The 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 $200.0 million and $800.0 million term loans mature in January 2018 and January 2019, respectively. The unsecured credit facility also includes an accordion feature that permits us to increase our aggregate borrowing capacity thereunder to up to $3.5 billion.
In August 2015, we completed a $900 million five year term loan having a variable interest rate of LIBOR plus 97.5 basis points. The term loan matures in 2020.
Also in August 2015, we repaid $305.0 million of our unsecured term loan due 2019 and recognized a loss on extinguishment of debt of $1.6 million representing a write-off of the then unamortized deferred financing fees.
As of September 30, 2015, we had $114.1 million of borrowings outstanding, $14.9 million of letters of credit outstanding and $1.9 billion of unused borrowing capacity available under our unsecured revolving credit facility.
Senior Notes
In January 2015, we issued and sold $600.0 million aggregate principal amount of 3.500% senior notes due 2025 at a public offering price equal to 99.663% of par, for total proceeds of $598.0 million before the underwriting discount and expenses, and $300.0 million aggregate principal amount of 4.375% senior notes due 2045 at a public offering price equal to 99.500% of par, for total proceeds of $298.5 million before the underwriting discount and expenses.
Also in January 2015, Ventas Canada Finance Limited issued and sold CAD 250.0 million aggregate principal amount of 3.30% senior notes, series C due 2022 at an offering price equal to 99.992% of par, for total proceeds of CAD 250.0 million before the agent fees and expenses. The notes were offered on a private placement basis in Canada.
In May 2015, we repaid in full, at par, $234.4 million aggregate principal amount then outstanding of our 6% senior notes due 2015 upon maturity.
In July 2015, we issued and sold $500.0 million aggregate principal amount of 4.125% senior notes due 2026 at a public offering price equal to 99.218% of par, for total proceeds of $496.1 million before the underwriting discount and expenses.
In September 2015, we redeemed all $400.0 million principal amount then outstanding of our 3.125% senior notes due November 2015 at a redemption price equal to 100.7% of par, plus accrued and unpaid interest to the redemption date, and recognized a loss on extinguishment of debt of $2.9 million.
Mortgages
During the nine months ended September 30, 2015, we repaid in full mortgage loans outstanding in the aggregate principal amount of $366.8 million and a weighted average maturity of 2.4 years and recognized a loss on extinguishment of debt of $10.4 million in connection with these repayments.
Capital Stock
In January 2015, we issued and sold 3,750,202 shares of common stock under our previous “at-the-market” (“ATM”) equity offering program for aggregate net proceeds of $285.4 million, after sales agent commissions of $4.4 million. In March 2015, we replaced our previous shelf registration statement that was scheduled to expire in April in accordance with the SEC’s rules with a new universal shelf registration statement, rendering our previous ATM program inaccessible.  In connection therewith, we established a new ATM program pursuant to which we may sell, from time to time, up to an aggregate of $1.0 billion of our common stock.  Through September 30, 2015 we have issued and sold 2,075,708 shares of our common stock under the new ATM equity offering program for aggregate net proceeds of $132.7 million, after sales agent commissions of $2.0 million.

65

Cash Flows
The following table sets forth our sources and uses of cash flows for the nine months ended September 30, 2015 and 2014:
 
For the Nine Months Ended September 30,
 
Increase
(Decrease) to Cash
 
2015
 
2014
 
$
 
%
 
(Dollars in thousands)
Cash and cash equivalents at beginning of period
$
55,348

 
$
94,816

 
$
(39,468
)
 
(41.6
)%
Net cash provided by operating activities
1,022,045

 
919,972

 
102,073

 
11.1

Net cash used in investing activities
(2,254,565
)
 
(1,236,170
)
 
(1,018,395
)
 
(82.4
)
Net cash provided by financing activities
1,242,642

 
282,021

 
960,621

 
nm

Effect of foreign currency translation on cash and cash equivalents
(239
)
 
3,956

 
(4,195
)
 
nm

Cash and cash equivalents at end of period
$
65,231

 
$
64,595

 
636

 
1.0

 
 
 
 
 
nm - not meaningful
Cash Flows from Operating Activities
Cash flows from operating activities increased during the nine months ended September 30, 2015 over the same period in 2014 primarily due to 2014 and 2015 acquisitions, payments received from tenants in 2015 and increases in fee income, partially offset by increased merger-related expenses and deal costs.
Cash Flows from Investing Activities
Cash used in investing activities during the nine months ended September 30, 2015 and 2014 consisted primarily of cash paid for our investments in real estate ($2.6 billion and $1.2 billion in 2015 and 2014, respectively), development project expenditures ($90.5 million and $71.4 million in 2015 and 2014, respectively), capital expenditures ($75.8 million and $56.2 million in 2015 and 2014, respectively), investment in loans receivable and other ($74.4 million and $66.4 million in 2015 and 2014, respectively), investment in unconsolidated operating entity ($26.3 million in 2015) and purchase of marketable securities ($46.7 million in 2014). These cash outflows were partially offset by proceeds from real estate disposals ($409.6 million and $112.7 million in 2015 and 2014, respectively), proceeds from loans receivable ($106.9 million and $55.6 million in 2015 and 2014, respectively) and proceeds from the sale or maturity of marketable securities ($76.8 million and $21.7 million in 2015 and 2014, respectively).
Cash Flows from Financing Activities
Cash provided by financing activities during the nine months ended September 30, 2015 and 2014 consisted primarily of net proceeds from the issuance of debt ($2.5 billion and $2.0 billion in 2015 and 2014, respectively), proceeds of debt related to CCP Spin-Off ($1.4 billion in 2015) and issuance of common stock ($417.8 million in 2015). Cash used in financing activities consisted primarily of debt repayments ($1.3 billion and $905.1 million in 2015 and 2014, respectively), net payments made on our unsecured revolving credit facility and term loans ($790.4 million and $153.7 million in 2015 and 2014, respectively), cash distributions to common stockholders, unitholders and noncontrolling interest parties ($783.6 million and $651.4 million in 2015 and 2014, respectively), net cash impact of CCP Spin-Off ($128.7 million in 2015) and purchases of redeemable OP units ($33.2 million in 2015).
Capital Expenditures
The terms of our triple-net leases generally obligate our tenants to pay all capital expenditures necessary to maintain and improve our triple-net leased properties. However, from time to time we may fund the capital expenditures for our triple-net leased properties through loans to the tenants or advances, which may increase the amount of rent payable with respect to the properties in certain cases. We expect to fund any capital expenditures for which we may become responsible upon expiration of our triple-net leases or in the event that our tenants are unable or unwilling to meet their obligations under those leases with cash flows from operations or through additional borrowings.
We also expect to fund capital expenditures related to our senior living operations and MOB operations reportable business segments with the cash flows from the properties or through additional borrowings. To the extent that unanticipated capital expenditure needs arise or significant borrowings are required, our liquidity may be affected adversely. Our ability to

66

borrow additional funds may be restricted in certain circumstances by the terms of the instruments governing our outstanding indebtedness.
We are party to certain agreements that obligate us to develop healthcare or seniors housing properties funded through capital that we or our joint venture partners provide. As of September 30, 2015, we had one property in development. Through September 30, 2015, we have funded $0.7 million of our estimated total commitment for such project of $7.0 million to $7.7 million.
ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The following discussion of our exposure to various market risks contains forward-looking statements that involve risks and uncertainties. These projected results have been prepared utilizing certain assumptions considered reasonable in light of information currently available to us. Nevertheless, because of the inherent unpredictability of interest rates and other factors, actual results could differ materially from those projected in such forward-looking information.
We are exposed to market risk related to changes in interest rates with respect to borrowings under our unsecured revolving credit facility and our unsecured term loans, certain of our mortgage loans that are floating rate obligations, mortgage loans receivable that bear interest at floating rates and marketable debt securities. These market risks result primarily from changes in LIBOR rates or prime rates. To manage these risks, we continuously monitor our level of floating rate debt with respect to total debt and other factors, including our assessment of current and future economic conditions.
For fixed rate debt, interest rate fluctuations generally affect the fair value, but not our earnings or cash flows. Therefore, interest rate risk does not have a significant impact on our fixed rate debt obligations until their maturity or earlier prepayment and refinancing. If interest rates have risen at the time we seek to refinance our fixed rate debt, whether at maturity or otherwise, our future earnings and cash flows could be adversely affected by additional borrowing costs. Conversely, lower interest rates at the time of refinancing may reduce our overall borrowing costs.
To highlight the sensitivity of our fixed rate debt to changes in interest rates, the following summary shows the effects of a hypothetical instantaneous change of 100 basis points (“BPS”) in interest rates as of September 30, 2015 and December 31, 2014:
 
As of September 30, 2015
 
As of December 31, 2014
 
(In thousands)
Gross book value
$
9,192,607

 
$
8,488,591

Fair value (1)
9,379,993

 
8,817,982

Fair value reflecting change in interest rates (1):
 
 

 -100 basis points
9,898,031

 
9,256,492

 +100 basis points
8,893,106

 
8,406,735


(1)
The change in fair value of our fixed rate debt from December 31, 2014 to September 30, 2015 was due primarily to 2015 senior note issuances, net of repayments, and mortgage loan repayments.

67

The table below sets forth certain information with respect to our debt, excluding premiums and discounts.
 
As of September 30, 2015
 
As of December 31, 2014
 
As of September 30, 2014
 
(Dollars in thousands)
Balance:
 
 
 
 
 
Fixed rate:
 
 
 
 
 
Senior notes and other
$
7,560,205

 
$
6,677,875

 
$
6,699,106

Mortgage loans and other (1)
1,632,402

 
1,810,716

 
1,872,744

Variable rate:
 
 
 
 
 
Unsecured revolving credit facility
114,052

 
919,099

 
225,359

Unsecured term loans
1,572,036

 
990,634

 
1,111,704

Mortgage loans and other (1)
455,012

 
474,047

 
541,951

Total
$
11,333,707

 
$
10,872,371

 
$
10,450,864

Percentage of total debt:
 
 
 
 
 
Fixed rate:
 
 
 
 
 
Senior notes and other
66.7
%
 
61.4
%
 
64.1
%
Mortgage loans and other (1)
14.4

 
16.6

 
17.9

Variable rate:
 
 
 
 
 
Unsecured revolving credit facility
1.0

 
8.5

 
2.2

Unsecured term loans
13.9

 
9.1

 
10.6

Mortgage loans and other (1)
4.0

 
4.4

 
5.2

Total
100.0
%
 
100.0
%
 
100.0
%
Weighted average interest rate at end of period:
 
 
 
 
 
Fixed rate:
 
 
 
 
 
Senior notes and other
3.5
%
 
3.5
%
 
3.5
%
Mortgage loans and other (1)
5.7

 
5.9

 
5.9

Variable rate:
 
 
 
 
 
Unsecured revolving credit facility
1.6

 
1.4

 
2.2

Unsecured term loans
1.2

 
1.3

 
1.4

Mortgage loans and other (1)
2.1

 
2.3

 
2.2

Total
3.5

 
3.5

 
3.6

 
 
 
 
 
(1)
Borrowings as of September 30, 2015 exclude $48.3 million of debt related to real estate assets classified as held for sale as of September 30, 2015. Borrowings as of December 31, 2014 exclude $43.5 million of debt related to real estate assets classified as held for sale as of December 31, 2014. Borrowings as of September 30, 2014 exclude $43.7 million of debt related to real estate assets classified as held for sale as of September 30, 2014. All amounts were included in liabilities related to assets held for sale on our Consolidated Balance Sheets.
The variable rate debt in the table above reflects, in part, the effect of $152.5 million notional amount of interest rate swaps with a maturity of March 21, 2016 that effectively convert fixed rate debt to variable rate debt. In addition, the fixed rate debt in the table above reflects, in part, the effect of $48.4 million notional amount of interest rate swaps with maturities ranging from October 1, 2016 to April 1, 2019, in each case that effectively convert variable rate debt to fixed rate debt. The decrease in our outstanding variable rate debt at September 30, 2015 compared to December 31, 2014 is primarily attributable to the repayment of borrowings under our unsecured revolving credit facility and our unsecured term loan due 2019, partially offset by borrowings under our unsecured term loan due 2020. Pursuant to the terms of certain leases with one of our tenants, if interest rates increase on certain variable rate debt that we have totaling $80.0 million as of September 30, 2015, our tenant is required to pay us additional rent (on a dollar-for-dollar basis) in an amount equal to the increase in interest expense resulting from the increased interest rates. Therefore, the increase in interest expense related to this debt is equally offset by an increase in additional rent due to us from the tenant. Assuming a 100 basis point increase in the weighted average interest rate related to our variable rate debt and assuming no change in our variable rate debt outstanding as of September 30, 2015, interest expense

68

for 2015 would increase by approximately $21.3 million, or $0.06 per diluted common share. The fair value of our fixed and variable rate debt is based on current interest rates at which we could obtain similar borrowings.
As of September 30, 2015 and December 31, 2014, our joint venture and operating partners’ aggregate share of total debt was $145.1 million and $141.4 million, respectively, with respect to certain properties we owned through consolidated joint ventures and an operating partnership. Total debt does not include our portion of debt related to investments in unconsolidated entities, which was $93.8 million and $97.5 million as of September 30, 2015 and December 31, 2014, respectively.
As of September 30, 2015 and December 31, 2014, the fair value of our secured and unsecured loans receivable, based on our estimates of currently prevailing rates for comparable loans, was $743.9 million and $767.9 million, respectively.
As a result of our Canadian and United Kingdom operations, we are subject to fluctuations in certain foreign currency exchange rates that may, from time to time, affect our financial condition and operating performance. Based solely on our results for the nine months ended September 30, 2015 (including the impact of existing hedging arrangements), if the value of the U.S. dollar relative to the British pound and Canadian dollar were to increase or decrease by one standard deviation compared to the average exchange rate during that quarter, our normalized FFO per share for the first nine months of 2015 would decrease or increase, as applicable, by less than 1%. We will continue to mitigate these risks through a layered approach to hedging looking out for the next year and continual assessment of our foreign operational capital structure. Nevertheless, we cannot assure you that any such fluctuations will not have an effect on our earnings.
ITEM 4.    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 September 30, 2015. 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 September 30, 2015, at the reasonable assurance level.
Internal Control Over Financial Reporting
On January 16, 2015, we acquired HCT in a stock and cash transaction which added 152 properties to our portfolio. We believe that we have implemented adequate procedures and controls to ensure that, during the initial transition period following this acquisition, which includes the remainder of 2015, financial information pertaining to these properties is materially correct and properly reflected in our consolidated financial statements. However, we cannot provide absolute assurance that such information is materially correct in all respects.
During the third quarter of 2015, 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.

69

PART II—OTHER INFORMATION
ITEM 1.    LEGAL PROCEEDINGS
The information contained in “Note 12—Litigation” of the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q is incorporated by reference into this Item 1. Except as set forth therein, there have been no new material legal proceedings and no material developments in the legal proceedings reported in our Annual Report on Form 10-K for the year ended December 31, 2014.
ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On January 16, 2015, in connection with our acquisition of HCT, each of the 7,057,271 issued and outstanding limited partnership units of American Realty Capital Healthcare Trust Operating Partnership, L.P. (subsequently renamed Ventas Realty Capital Healthcare Trust Operating Partnership, L.P.), a limited partnership in which HCT was the sole general partner prior to the acquisition, was converted into a newly created class of limited partnership units (“Class C Units”) at the 0.1688 exchange ratio payable to HCT stockholders in the acquisition, net of any Class C Units withheld to pay taxes. The Class C Units may be redeemed at the election of the holder for one share of our common stock per unit or, at our option, an equivalent amount in cash, subject to adjustment in certain circumstances. The Class C Units were issued solely to “accredited investors” (as such term is defined in Rule 501 under the Securities Act) in reliance on the exemption from registration provided by Section 4(2) of the Securities Act.
Issuer Purchases of Equity Securities
The table below summarizes repurchases of our common stock made during the quarter ended September 30, 2015:
 
Number of Shares
Repurchased (1)
 
Average Price
Per Share
July 1 through July 31
17,893

 
$
63.59

August 1 through August 31
—

 
—

September 1 through September 30
59

 
52.85

 
 
 
 
 
(1)
Repurchases represent shares withheld to pay taxes on the vesting of restricted stock or restricted stock units granted to employees under our 2006 Incentive Plan or 2012 Incentive Plan or under the Nationwide Health Properties, Inc. (“NHP”) 2005 Performance Incentive Plan and assumed by us in connection with our acquisition of NHP. The value of the shares withheld is the closing price of our common stock on the date the vesting or exercise occurred (or, if not a trading day, the immediately preceding trading day) or the fair market value of our common stock at the time of exercise, as the case may be.

70

ITEM 6.    EXHIBITS

 
 
 
Exhibit
Number
Description of Document
Location of Document
2.1

Separation and Distribution Agreement dated as of August 17, 2015 by and between Ventas, Inc. and Care Capital Properties, Inc.
Incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K, filed on August 21, 2015.
10.1

First Amendment dated as of July 28, 2015 to that certain Amended and Restated Credit and Guaranty Agreement among Ventas Realty, Limited Partnership and the additional borrowers named therein, as borrowers, Ventas, Inc., as guarantor, Bank of America, N.A., as Administrative Agent, Swingline Lender, L/C Issuer and Alternative Currency Fronting Lender and the lenders identified therein.
Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on July 31, 2015.
10.2

Transition Services Agreement dated as of August 17, 2015 by and between Ventas, Inc. and Care Capital Properties, Inc.
Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on August 21, 2015.
10.3

Tax Matters Agreement dated as of August 17, 2015 by and between Ventas, Inc. and Care Capital Properties, Inc.
Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K, filed on August 21, 2015.
10.4

Employee Matters Agreement dated as of August 17, 2015 by and between Ventas, Inc. and Care Capital Properties, Inc.
Incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K, filed on August 21, 2015.
10.5

Second Amendment and Joinder dated as of October 14, 2015 to that certain Amended and Restated Credit Guaranty Agreement among Ventas Realty, Limited Partnership and the additional borrowers named therein, as borrowers, Ventas, Inc. as guarantor, Bank of America, N.A., as Administrative Agent, Swing Line Lender, L/C Issuer and Alternative Currency Fronting Lender and the lenders identified therein.
Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on October 19, 2015.
12.1

Statement Regarding Computation of Ratios of Earnings to Fixed Charges.
Filed herewith.
31.1

Certification of Debra A. Cafaro, Chairman and Chief Executive Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
Filed herewith.
31.2

Certification of Robert F. Probst, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
Filed herewith.
32.1

Certification of Debra A. Cafaro, Chairman and Chief Executive Officer, pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. § 1350.
Filed herewith.
32.2

Certification of Robert F. Probst, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. § 1350.
Filed herewith.
101

Interactive Data File.
Filed herewith.


71

SIGNATURES

Pursuant to the requirements 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: October 26, 2015

 
VENTAS, INC.
 
 
 
 
By:
/s/ DEBRA A. CAFARO
 
 
Debra A. Cafaro
Chairman and
Chief Executive Officer
 
 
 
 
By:
/s/ ROBERT F. PROBST
 
 
Robert F. Probst
Executive Vice President and
Chief Financial Officer

72

EXHIBIT INDEX

 
 
 
Exhibit
Number
Description of Document
Location of Document
2.1

Separation and Distribution Agreement dated as of August 17, 2015 by and between Ventas, Inc. and Care Capital Properties, Inc.
Incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K, filed on August 21, 2015.
10.1

First Amendment dated as of July 28, 2015 to that certain Amended and Restated Credit and Guaranty Agreement among Ventas Realty, Limited Partnership and the additional borrowers named therein, as borrowers, Ventas, Inc., as guarantor, Bank of America, N.A., as Administrative Agent, Swingline Lender, L/C Issuer and Alternative Currency Fronting Lender and the lenders identified therein.
Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on July 31, 2015.
10.2

Transition Services Agreement dated as of August 17, 2015 by and between Ventas, Inc. and Care Capital Properties, Inc.
Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on August 21, 2015.
10.3

Tax Matters Agreement dated as of August 17, 2015 by and between Ventas, Inc. and Care Capital Properties, Inc.
Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K, filed on August 21, 2015.
10.4

Employee Matters Agreement dated as of August 17, 2015 by and between Ventas, Inc. and Care Capital Properties, Inc.
Incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K, filed on August 21, 2015.
10.5

Second Amendment and Joinder dated as of October 14, 2015 to that certain Amended and Restated Credit Guaranty Agreement among Ventas Realty, Limited Partnership and the additional borrowers named therein, as borrowers, Ventas, Inc. as guarantor, Bank of America, N.A., as Administrative Agent, Swing Line Lender, L/C Issuer and Alternative Currency Fronting Lender and the lenders identified therein.
Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on October 19, 2015.
12.1

Statement Regarding Computation of Ratios of Earnings to Fixed Charges.
Filed herewith.
31.1

Certification of Debra A. Cafaro, Chairman and Chief Executive Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
Filed herewith.
31.2

Certification of Robert F. Probst, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
Filed herewith.
32.1

Certification of Debra A. Cafaro, Chairman and Chief Executive Officer, pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. § 1350.
Filed herewith.
32.2

Certification of Robert F. Probst, Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. § 1350.
Filed herewith.
101

Interactive Data File.
Filed herewith.


73

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