Condensed Consolidating Information

12 Months Ended

Dec. 31, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Condensed Consolidating Information

NOTE 20—CONDENSED CONSOLIDATING INFORMATION

Ventas, Inc. has fully and unconditionally guaranteed the obligation to pay principal and interest with respect to the outstanding senior notes issued by our 100% owned subsidiary, Ventas Realty, including the senior notes that were jointly issued with Ventas Capital Corporation. Ventas Capital Corporation is a direct 100% owned subsidiary of Ventas Realty that has no assets or operations, but was formed in 2002 solely to facilitate offerings of senior notes by a limited partnership. None of our other subsidiaries (such subsidiaries, excluding Ventas Realty and Ventas Capital Corporation, the “Ventas Subsidiaries”) is obligated with respect to Ventas Realty’s outstanding senior notes. Certain of Ventas Realty’s outstanding senior notes reflected in our condensed consolidating information were issued jointly with Ventas Capital Corporation.

Ventas, Inc. has also fully and unconditionally guaranteed the obligation to pay principal and interest with respect to the outstanding senior notes issued by our 100% owned subsidiary, Ventas Canada. None of our other subsidiaries is obligated with respect to Ventas Canada’s outstanding senior notes, all of which were issued on a private placement basis in Canada.

In connection with the NHP acquisition, our 100% owned subsidiary, NHP LLC, as successor to NHP, assumed the obligation to pay principal and interest with respect to the outstanding senior notes issued by NHP. Neither we nor any of our subsidiaries (other than NHP LLC) is obligated with respect to any of NHP LLC’s outstanding senior notes.

Under certain circumstances, contractual and legal restrictions, including those contained in the instruments governing our subsidiaries’ outstanding mortgage indebtedness, may restrict our ability to obtain cash from our subsidiaries for the purpose of meeting our debt service obligations, including our payment guarantees with respect to Ventas Realty’s and Ventas Canada’s senior notes.

The following summarizes our condensed consolidating information as of December 31, 2019 and 2018 and for the years ended December 31, 2019, 2018, and 2017:

CONDENSED CONSOLIDATING BALANCE SHEET

	As of December 31, 2019
	Ventas, Inc.			Ventas Realty			Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Assets
Net real estate investments	$	14,714		$	108,533		$	22,355,474		$	—		$	22,478,721
Cash and cash equivalents	1,904			—			104,459			—			106,363
Escrow deposits and restricted cash	1,205			128			38,406			—			39,739
Investment in and advances to affiliates	15,774,897			2,728,110			—			(18,503,007		)	—
Goodwill	—			—			1,051,161			—			1,051,161
Assets held for sale	—			—			91,433			—			91,433
Deferred income tax assets, net	—			—			47,495			—			47,495
Other assets	83,190			1,499			792,607			—			877,296
Total assets	$	15,875,910		$	2,838,270		$	24,481,035		$	(18,503,007	)	$	24,692,208
Liabilities and equity
Liabilities:
Senior notes payable and other debt	$	—		$	8,352,384		$	3,806,389		$	—		$	12,158,773
Intercompany loans	8,789,600			(5,105,070		)	(3,684,530		)	—			—
Accrued interest	(14,522		)	94,874			30,763			—			111,115
Operating lease liabilities	14,498			519			236,179			—			251,196
Accounts payable and other liabilities	342,828			20,360			782,512			—			1,145,700
Liabilities related to assets held for sale	—			—			5,463			—			5,463
Deferred income tax liabilities	1,329			—			199,502			—			200,831
Total liabilities	9,133,733			3,363,067			1,376,278			—			13,873,078
Redeemable OP unitholder and noncontrolling interests	102,657			—			171,021			—			273,678
Total equity	6,639,520			(524,797		)	22,933,736			(18,503,007		)	10,545,452
Total liabilities and equity	$	15,875,910		$	2,838,270		$	24,481,035		$	(18,503,007	)	$	24,692,208

CONDENSED CONSOLIDATING BALANCE SHEET

	As of December 31, 2018
	Ventas, Inc.			Ventas Realty			Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Assets
Net real estate investments	$	3,598		$	112,691		$	20,521,615		$	—		$	20,637,904
Cash and cash equivalents	6,470			—			65,807			—			72,277
Escrow deposits and restricted cash	4,211			128			54,848			—			59,187
Investment in and advances to affiliates	15,656,592			2,726,198			—			(18,382,790		)	—
Goodwill	—			—			1,050,548			—			1,050,548
Assets held for sale	—			—			5,454			—			5,454
Other assets	45,989			4,443			708,753			—			759,185
Total assets	$	15,716,860		$	2,843,460		$	22,407,025		$	(18,382,790	)	$	22,584,555
Liabilities and equity
Liabilities:
Senior notes payable and other debt	$	—		$	8,620,867		$	2,112,832		$	—		$	10,733,699
Intercompany loans	8,580,896			(5,629,764		)	(2,951,132		)	—			—
Accrued interest	(9,953		)	85,717			23,903			—			99,667
Accounts payable and other liabilities	319,753			19,178			747,099			—			1,086,030
Liabilities related to assets held for sale	—			—			205			—			205
Deferred income taxes	608			—			204,611			—			205,219
Total liabilities	8,891,304			3,095,998			137,518			—			12,124,820
Redeemable OP unitholder and noncontrolling interests	13,746			—			174,395			—			188,141
Total equity	6,811,810			(252,538		)	22,095,112			(18,382,790		)	10,271,594
Total liabilities and equity	$	15,716,860		$	2,843,460		$	22,407,025		$	(18,382,790	)	$	22,584,555

CONDENSED CONSOLIDATING STATEMENT OF INCOME

	For the Year Ended December 31, 2019
	Ventas, Inc.			Ventas Realty			Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Revenues
Rental income	$	1,074		$	142,562		$	1,466,240		$	—		$	1,609,876
Resident fees and services	—			—			2,151,533			—			2,151,533
Office building and other services revenues	—			—			11,156			—			11,156
Income from loans and investments	2,812			—			86,389			—			89,201
Equity earnings in affiliates	362,143			—			(2,469		)	(359,674		)	—
Interest and other income	214			192			10,578			—			10,984
Total revenues	366,243			142,754			3,723,427			(359,674		)	3,872,750
Expenses
Interest	(87,222		)	323,860			215,024			—			451,662
Depreciation and amortization	5,686			5,410			1,034,524			—			1,045,620
Property-level operating expenses	—			578			1,807,630			—			1,808,208
Office building services costs	—			—			2,319			—			2,319
General, administrative and professional fees	6,512			17,958			141,526			—			165,996
Loss on extinguishment of debt, net	—			41,875			25			—			41,900
Merger-related expenses and deal costs	7,170			—			8,065			—			15,235
Other	2,077			2			(19,688		)	—			(17,609		)
Total expenses	(65,777		)	389,683			3,189,425			—			3,513,331
Income (loss) before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests	432,020			(246,929		)	534,002			(359,674		)	359,419
Loss from unconsolidated entities	—			—			(2,454		)	—			(2,454		)
Gain on real estate dispositions	930			88			25,004			—			26,022
Income tax benefit	66			—			56,244			—			56,310
Income (loss) from continuing operations	433,016			(246,841		)	612,796			(359,674		)	439,297
Net income (loss)	433,016			(246,841		)	612,796			(359,674		)	439,297
Net income attributable to noncontrolling interests	—			—			6,281			—			6,281
Net income (loss) attributable to common stockholders	$	433,016		$	(246,841	)	$	606,515		$	(359,674	)	$	433,016

CONDENSED CONSOLIDATING STATEMENT OF INCOME

	For the Year Ended December 31, 2018
	Ventas, Inc.			Ventas Realty			Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Revenues
Rental income	$	1,407		$	139,043		$	1,373,357		$	—		$	1,513,807
Resident fees and services	—			—			2,069,477			—			2,069,477
Office building and other services revenues	—			—			13,416			—			13,416
Income from loans and investments	1,640			—			122,578			—			124,218
Equity earnings in affiliates	308,764			—			(2,696		)	(306,068		)	—
Interest and other income	23,802			19			1,071			—			24,892
Total revenues	335,613			139,062			3,577,203			(306,068		)	3,745,810
Expenses
Interest	(98,411		)	327,898			213,010			—			442,497
Depreciation and amortization	5,425			5,680			908,534			—			919,639
Property-level operating expenses	—			283			1,689,597			—			1,689,880
Office building services costs	—			—			1,418			—			1,418
General, administrative and professional fees	(2,866		)	18,845			136,003			—			151,982
Loss on extinguishment of debt, net	355			55,910			1,989			—			58,254
Merger-related expenses and deal costs	25,880			—			4,667			—			30,547
Other	4,881			3			61,884			—			66,768
Total expenses	(64,736		)	408,619			3,017,102			—			3,360,985
Income (loss) before unconsolidated entities, real estate dispositions, income taxes, discontinued operations and noncontrolling interests	400,349			(269,557		)	560,101			(306,068		)	384,825
Loss from unconsolidated entities	—			—			(55,034		)	—			(55,034		)
Gain on real estate dispositions	6,653			—			39,594			—			46,247
Income tax benefit	2,475			—			37,478			—			39,953
Income (loss) from continuing operations	409,477			(269,557		)	582,139			(306,068		)	415,991
Discontinued operations	(10		)	—			—			—			(10		)
Net income (loss)	409,467			(269,557		)	582,139			(306,068		)	415,981
Net income attributable to noncontrolling interests	—			—			6,514			—			6,514
Net income (loss) attributable to common stockholders	$	409,467		$	(269,557	)	$	575,625		$	(306,068	)	$	409,467

CONDENSED CONSOLIDATING STATEMENT OF INCOME

	For the Year Ended December 31, 2017
	Ventas, Inc.			Ventas Realty			Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Revenues
Rental income	$	2,383		$	178,165		$	1,413,050		$	—		$	1,593,598
Resident fees and services	—			—			1,843,232			—			1,843,232
Office building and other services revenues	—			—			13,677			—			13,677
Income from loans and investments	1,236			—			116,372			—			117,608
Equity earnings in affiliates	1,260,665			—			5,086			(1,265,751		)	—
Interest and other income	5,388			—			646			—			6,034
Total revenues	1,269,672			178,165			3,392,063			(1,265,751		)	3,574,149
Expenses
Interest	(101,385		)	319,632			229,949			—			448,196
Depreciation and amortization	5,483			7,510			874,955			—			887,948
Property-level operating expenses	—			330			1,482,742			—			1,483,072
Office building services costs	—			—			3,391			—			3,391
General, administrative and professional fees	2,040			16,976			116,474			—			135,490
Loss (gain) on extinguishment of debt, net	—			942			(188		)	—			754
Merger-related expenses and deal costs	9,796			—			739			—			10,535
Other	2,247			1			17,804			—			20,052
Total expenses	(81,819		)	345,391			2,725,866			—			2,989,438
Income (loss) before unconsolidated entities, real estate dispositions, income taxes, discontinued operations and noncontrolling interests	1,351,491			(167,226		)	666,197			(1,265,751		)	584,711
Loss from unconsolidated entities	—			—			(561		)	—			(561		)
Gain on real estate dispositions	—			675,808			41,465			—			717,273
Income tax benefit	5,089			—			54,710			—			59,799
Income from continuing operations	1,356,580			508,582			761,811			(1,265,751		)	1,361,222
Discontinued operations	(110		)	—			—			—			(110		)
Net income	1,356,470			508,582			761,811			(1,265,751		)	1,361,112
Net income attributable to noncontrolling interests	—			—			4,642			—			4,642
Net income attributable to common stockholders	$	1,356,470		$	508,582		$	757,169		$	(1,265,751	)	$	1,356,470

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

	For the Year Ended December 31, 2019
	Ventas, Inc.		Ventas Realty			Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Net income (loss)	$	433,016	$	(246,841	)	$	612,796		$	(359,674	)	$	439,297
Other comprehensive loss:
Foreign currency translation	—		—			5,729			—			5,729
Unrealized gain on available for sale securities	—		—			11,634			—			11,634
Derivative instruments	—		—			(30,814		)	—			(30,814		)
Total other comprehensive loss	—		—			(13,451		)	—			(13,451		)
Comprehensive income (loss)	433,016		(246,841		)	599,345			(359,674		)	425,846
Comprehensive income attributable to noncontrolling interests	—		—			7,649			—			7,649
Comprehensive income (loss) attributable to common stockholders	$	433,016	$	(246,841	)	$	591,696		$	(359,674	)	$	418,197

	For the Year Ended December 31, 2018
	Ventas, Inc.		Ventas Realty			Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Net income (loss)	$	409,467	$	(269,557	)	$	582,139		$	(306,068	)	$	415,981
Other comprehensive income:
Foreign currency translation	—		—			(9,436		)	—			(9,436		)
Unrealized gain on available for sale securities	—		—			14,944			—			14,944
Derivative instruments	—		—			10,030			—			10,030
Total other comprehensive income	—		—			15,538			—			15,538
Comprehensive income (loss)	409,467		(269,557		)	597,677			(306,068		)	431,519
Comprehensive income attributable to noncontrolling interests	—		—			6,514			—			6,514
Comprehensive income (loss) attributable to common stockholders	$	409,467	$	(269,557	)	$	591,163		$	(306,068	)	$	425,005

	For the Year Ended December 31, 2017
	Ventas, Inc.		Ventas Realty		Ventas Subsidiaries			Consolidated Elimination			Consolidated
	(In thousands)
Net income	$	1,356,470	$	508,582	$	761,811		$	(1,265,751	)	$	1,361,112
Other comprehensive income:
Foreign currency translation	—		—		20,612			—			20,612
Unrealized loss on available for sale securities	—		—		(437		)	—			(437		)
Derivative instruments	—		—		2,239			—			2,239
Total other comprehensive income	—		—		22,414			—			22,414
Comprehensive income	1,356,470		508,582		784,225			(1,265,751		)	1,383,526
Comprehensive income attributable to noncontrolling interests	—		—		4,642			—			4,642
Comprehensive income attributable to common stockholders	$	1,356,470	$	508,582	$	779,583		$	(1,265,751	)	$	1,378,884

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

	For the Year Ended December 31, 2019
	Ventas, Inc.			Ventas Realty			Ventas Subsidiaries			Consolidated Elimination		Consolidated
	(In thousands)
Net cash provided by (used in) operating activities	$	59,433		$	(179,258	)	$	1,557,608		$	—	$	1,437,783
Cash flows from investing activities:
Net investment in real estate property	(235,807		)	—			(722,318		)	—		(958,125		)
Investment in loans receivable	(21,799		)	—			(1,236,388		)	—		(1,258,187		)
Proceeds from real estate disposals	147,546			—			309			—		147,855
Proceeds from loans receivable	60			—			1,017,249			—		1,017,309
Development project expenditures	(7,240		)	(790		)	(395,893		)	—		(403,923		)
Capital expenditures	—			—			(156,724		)	—		(156,724		)
Distributions from unconsolidated entities	—			—			172			—		172
Investment in unconsolidated entities	—			—			(3,855		)	—		(3,855		)
Insurance proceeds for property damage claims	—			—			30,179			—		30,179
Net cash used in investing activities	(117,240		)	(790		)	(1,467,269		)	—		(1,585,299		)
Cash flows from financing activities:
Net change in borrowings under revolving credit facilities	—			(577,996		)	8,105			—		(569,891		)
Net change in borrowings under commercial paper program	—			565,524			—			—		565,524
Proceeds from debt	—			1,793,154			1,220,037			—		3,013,191
Repayment of debt	—			(2,109,894		)	(514,022		)	—		(2,623,916		)
Net change in intercompany debt	225,407			525,608			(751,015		)	—		—
Payment of deferred financing costs	—			(16,348		)	(5,055		)	—		(21,403		)
Issuance of common stock, net	942,085			—			—			—		942,085
Cash distribution to common stockholders	(1,157,720		)	—			—			—		(1,157,720		)
Cash distribution to redeemable OP unitholders	—			—			(9,218		)	—		(9,218		)
Purchases of redeemable OP Units	—			—			(2,203		)	—		(2,203		)
Contributions from noncontrolling interests	—			—			6,282			—		6,282
Distributions to noncontrolling interests	—			—			(9,717		)	—		(9,717		)
Proceeds from stock option exercises	36,179			—			—			—		36,179
Other	(8,502		)	—			(17		)	—		(8,519		)
Net cash provided by (used in) financing activities	37,449			180,048			(56,823		)	—		160,674
Net (decrease) increase in cash, cash equivalents and restricted cash	(20,358		)	—			33,516			—		13,158
Effect of foreign currency translation	12,786			—			(11,306		)	—		1,480
Cash, cash equivalents and restricted cash at beginning of period	10,681			128			120,655			—		131,464
Cash, cash equivalents and restricted cash at end of period	$	3,109		$	128		$	142,865		$	—	$	146,102

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

	For the Year Ended December 31, 2018
	Ventas, Inc.			Ventas Realty			Ventas Subsidiaries			Consolidated Elimination		Consolidated
	(In thousands)
Net cash provided by (used in) operating activities	$	45,334		$	(194,283	)	$	1,530,416		$	—	$	1,381,467
Cash flows from investing activities:
Net investment in real estate property	(265,907		)	—			—			—		(265,907		)
Investment in loans receivable and other	(4,307		)	—			(225,227		)	—		(229,534		)
Proceeds from real estate disposals	353,792			—			—			—		353,792
Proceeds from loans receivable	1,490			—			910,050			—		911,540
Development project expenditures	—			—			(330,876		)	—		(330,876		)
Capital expenditures	—			(1,199		)	(130,659		)	—		(131,858		)
Distributions from unconsolidated entities	—			—			57,455			—		57,455
Investment in unconsolidated entities	—			—			(47,007		)	—		(47,007		)
Insurance proceeds for property damage claims	—			—			6,891			—		6,891
Net cash provided by (used in) investing activities	85,068			(1,199		)	240,627			—		324,496
Cash flows from financing activities:
Net change in borrowings under unsecured revolving credit facility	—			326,620			(5,157		)	—		321,463
Proceeds from debt	—			2,309,141			240,332			—		2,549,473
Repayment of debt	—			(2,954,654		)	(510,925		)	—		(3,465,579		)
Net change in intercompany debt	1,468,811			530,236			(1,999,047		)	—		—
Purchase of noncontrolling interests	(8,271		)	—			3,547			—		(4,724		)
Payment of deferred financing costs	—			(15,861		)	(4,751		)	—		(20,612		)
Cash distribution (to) from affiliates	(490,214		)	—			490,214			—		—
Cash distribution to common stockholders	(1,127,143		)	—			—			—		(1,127,143		)
Cash distribution to redeemable OP unitholders	—			—			(7,459		)	—		(7,459		)
Cash issued for redemption of OP Units	—			—			(1,370		)	—		(1,370		)
Contributions from noncontrolling interests	—			—			1,883			—		1,883
Distributions to noncontrolling interests	—			—			(11,574		)	—		(11,574		)
Proceeds from stock option exercises	8,762			—			—			—		8,762
Other	(5,057		)	—			—			—		(5,057		)
Net cash (used in) provided by financing activities	(153,112		)	195,482			(1,804,307		)	—		(1,761,937		)
Net decrease in cash, cash equivalents and restricted cash	(22,710		)	—			(33,264		)	—		(55,974		)
Effect of foreign currency translation	(13,554		)	—			12,739			—		(815		)
Cash, cash equivalents and restricted cash at beginning of period	46,945			128			141,180			—		188,253
Cash, cash equivalents and restricted cash at end of period	$	10,681		$	128		$	120,655		$	—	$	131,464

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

	For the Year Ended December 31, 2017
	Ventas, Inc.				Ventas Realty			Ventas Subsidiaries			Consolidated Elimination		Consolidated
	(In thousands)
Net cash provided by (used in) operating activities	$	149,923			$	(143,960	)	$	1,422,789		$	—	$	1,428,752
Cash flows from investing activities:
Net investment in real estate property	(635,352		)		—			(29,332		)	—		(664,684		)
Investment in loans receivable and other	(4,633		)		—			(743,486		)	—		(748,119		)
Proceeds from real estate disposals	859,587				—			287			—		859,874
Proceeds from loans receivable	47				—			101,050			—		101,097
Development project expenditures	—				—			(299,085		)	—		(299,085		)
Capital expenditures	—				(726		)	(131,832		)	—		(132,558		)
Distributions from unconsolidated entities	—				—			6,169			—		6,169
Investment in unconsolidated entities	—				—			(61,220		)	—		(61,220		)
Insurance proceeds for property damage claims	—				—			1,419			—		1,419
Net cash provided by (used in) investing activities	219,649				(726		)	(1,156,030		)	—		(937,107		)
Cash flows from financing activities:
Net change in borrowings under unsecured revolving credit facility	—				478,868			(94,085		)	—		384,783
Proceeds from debt	—				793,904			317,745			—		1,111,649
Repayment of debt	—				(778,606		)	(590,478		)	—		(1,369,084		)
Net change in intercompany debt	1,003,315				(917,917		)	(85,398		)	—		—
Purchase of noncontrolling interests	(15,809		)		—			—			—		(15,809		)
Payment of deferred financing costs	—				(20,450		)	(6,847		)	—		(27,297		)
Issuance of common stock, net	73,596				—			—			—		73,596
Cash distribution (to) from affiliates	(803,257		)		587,511			215,746			—		—
Cash distribution to common stockholders	(827,285		)		—			—			—		(827,285		)
Cash distribution to redeemable OP unitholders	—			—	—			(5,677		)	—		(5,677		)
Contributions from noncontrolling interests	—				—			4,402			—		4,402
Distributions to noncontrolling interests	—				—			(11,187		)	—		(11,187		)
Proceeds from stock option exercises	16,287				—			—			—		16,287
Other	(5,705		)		—			—			—		(5,705		)
Net cash (used in) provided by financing activities	(558,858		)		143,310			(255,779		)	—		(671,327		)
Net (decrease) increase in cash, cash equivalents and restricted cash	(189,286		)		(1,376		)	10,980			—		(179,682		)
Effect of foreign currency translation	28,442				—			(27,861		)	—		581
Cash, cash equivalents and restricted cash at beginning of period	207,789				1,504			158,061			—		367,354
Cash, cash equivalents and restricted cash at end of period	$	46,945			$	128		$	141,180		$	—	$	188,253