VENTAS, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-Q) | MarketScreener

2022-08-08 02:07:00 By : Ms. wendy wang

Continuing Impact of and Response to COVID-19 and Its Extended Consequences

•During the six months ended June 30, 2022, we acquired 18 MOBs leased to affiliates of Ardent, one behavioral health center and one research and innovation center, all of which are reported within our office operations segment, and one senior housing community, which is reported within our SHOP segment, for an aggregate purchase price of $395.3 million.

•During the six months ended June 30, 2022, we sold one vacant land parcel for $6.2 million and recognized a gain on the sale of this asset of $2.4 million.

The following tables reflect our concentration risk as of the dates and for the periods presented:

Inpatient rehabilitation facilities ("IRFs") and long-term acute care facilities ("LTACs")

(1)Ratios are based on the gross book value of consolidated real estate investments (excluding properties classified as held for sale) as of each reporting date. (2)Includes assets managed by Holiday, which was acquired by Atria in July 2021.

Triple-Net Lease Performance and Expirations

Critical Accounting Policies and Estimates

Three Months Ended June 30, 2022 and 2021

(Loss) income before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests

Net income attributable to noncontrolling interests 1,214

Net (loss) income attributable to common stockholders $ (42,416) $ 86,391 $ (128,807)

The following table summarizes results of operations in our SHOP reportable business segment, including assets sold or classified as held for sale as of June 30, 2022 (dollars in thousands):

The NOI increase in our same-store SHOP reportable business segment for the three months ended June 30, 2022 compared to the same period in 2021 was primarily driven by an increase in occupancy and revenue per occupied room, partially offset by higher operating expenses, driven by macro inflationary impacts on labor, utilities and other operating expenses.

The following table compares results of operations for our 331 same-store office buildings (dollars in thousands):

Declines in occupancy are primarily the result of COVID-19 impacts.

The following table compares results of operations for our 330 same-store triple-net leased properties (dollars in thousands):

The $32.4 million increase in depreciation and amortization expense for the three months ended June 30, 2022 compared to the same period in 2021 was primarily due to $41.8 million of depreciation on assets acquired from New Senior, partially offset by a net decrease in impairments recognized in the second quarter of 2022 as compared to the same period in 2021.

General, Administrative and Professional Fees

(Loss) Gain on Extinguishment of Debt, Net

Loss on extinguishment of debt, net was relatively flat for the three months ended June 30, 2022 compared to the same period in 2021.

Transaction Expenses and Deal Costs

Allowance on Loans Receivable and Investments

Allowance on loans receivable and investments was relatively flat for the three months ended June 30, 2022 compared to the same period in 2021.

Loss (Income) from Unconsolidated Entities

(Loss) Gain on Real Estate Dispositions

Six Months Ended June 30, 2022 and 2021

Net income attributable to noncontrolling interests 3,074

Net (loss) income attributable to common stockholders $ (3,684) $ 29,182 $ (32,866)

The following table summarizes results of operations in our SHOP reportable business segment, including assets sold or classified as held for sale as of June 30, 2022 (dollars in thousands):

The following table compares results of operations for our 320 same-store SHOP communities (dollars in thousands):

The following table compares results of operations for our 331 same-store office buildings (dollars in thousands):

The following table compares results of operations for our 330 same-store triple-net leased properties (dollars in thousands):

General, Administrative and Professional Fees

Loss on Extinguishment of Debt, Net

Transaction Expenses and Deal Costs

The $27.7 million increase in transaction expenses and deal costs was primarily attributable to costs incurred in connection with stockholder relations matters.

Allowance on Loans Receivable and Investments

(Loss) Income from Unconsolidated Entities

The $9.8 million increase in loss from unconsolidated entities for the six months ended June 30, 2022 compared to the same period in 2021 was primarily due to our share of increased net loss from our unconsolidated entities.

Gain on Real Estate Dispositions

Funds From Operations and Normalized Funds From Operations Attributable to Common Stockholders

Net (loss) income attributable to common stockholders $ (42,416)

(Loss) gain on real estate dispositions related to noncontrolling interests

Loss (gain) on extinguishment of debt, net of noncontrolling interests and including Ventas' share attributable to unconsolidated entities

Transaction expenses and deal costs, net of noncontrolling interests and including Ventas' share attributable to unconsolidated entities

Amortization of other intangibles including Ventas' share attributable to unconsolidated entities

Materially disruptive events, net including Ventas' share attributable to unconsolidated entities

Allowance on loan investments, net of noncontrolling interests

Normalized FFO attributable to common stockholders $ 289,015

The following table sets forth a reconciliation of net income attributable to common stockholders to NOI (dollars in thousands):

Net income attributable to noncontrolling interests 1,214

Credit Facilities, Commercial Paper and Unsecured Term Loans

As of June 30, 2022, we had a C$500.0 million unsecured term loan facility priced at Canadian Dollar Offered Rate ("CDOR") plus 0.90% that matures in 2025.

The following table sets forth our sources and uses of cash flows for the six months ended June 30, 2022 and 2021 (dollars in thousands):

Cash, cash equivalents and restricted cash at end of period

Cash Flows from Operating Activities

Cash Flows from Investing Activities

Cash Flows from Financing Activities

Guarantor and Issuer Financial 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. None of our other subsidiaries is obligated with respect to Ventas Realty's outstanding senior notes.

Redeemable OP unitholder and noncontrolling interests 100,215

Redeemable OP unitholder and noncontrolling interests 98,356

Income (loss) before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests

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