ITEM 1. Business
BUSINESS
Overview
We are a limited partnership organized under the laws of the State of Delaware on July 30, 1997. We invest in seniors housing and other healthcare facilities, primarily skilled nursing facilities, assisted and independent living facilities and medical and other office buildings. ElderTrust, a Maryland real estate investment trust (“ElderTrust”), is our sole general partner. On February 5, 2004, ElderTrust became a wholly owned direct subsidiary of Ventas, Inc. (“Ventas”), a healthcare real estate investment trust (“REIT”) based in Louisville, Kentucky, whose common stock is publicly traded on the New York Stock Exchange. See “Note 3-Merger of ElderTrust” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.
As of December 31, 2005, our consolidated assets included seventeen properties, located in three states, consisting of nine seniors housing facilities, five skilled nursing facilities, two medical office buildings and a financial office building with an aggregate carrying value of $145.2 million. With the exception of the office buildings, we lease these facilities to third-party healthcare providers, generally under “triple-net” or “absolute-net” leases, which require the tenants to pay all property-related expenses. Skilled nursing facilities and seniors housing facilities comprised approximately 79.6% of our consolidated assets at December 31, 2005.
We operate through one reportable segment: investment in real estate. Our primary business consists of financing and owning healthcare-related and seniors housing facilities and leasing or subleasing those facilities to third parties, primarily Genesis and Benchmark. See our Consolidated Financial Statements and notes thereto, including “Note 2-Summary of Significant Accounting Policies,” included in Part II, Item 8 of this Annual Report on Form 10-K.
Portfolio of Properties
The following table provides an overview of our portfolio of properties as of and for the year ended December 31, 2005:
(1) As of December 31, 2005, we had seniors housing and skilled nursing facilities located in three states operated by three different operators.
(2) The remainder of our total revenues is interest and other income.
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Healthcare and Seniors Housing Facilities
Seniors Housing Facilities. Our seniors housing facilities are comprised of assisted and independent living facilities that offer residential units on a month-to-month basis primarily to elderly individuals with various levels of assistance requirements. Residents of these facilities are provided meals in a central dining area and engage in group activities organized by the staff. Assisted living residents may also be provided personal supervision and daily assistance with eating, bathing, grooming and administering medication that make it possible for them to live independently.
Skilled Nursing Facilities. Our skilled nursing facilities typically provide nursing care services to the elderly and rehabilitation and restoration services, including physical, occupational and speech therapies, and other medical treatment for patients and residents who do not require the high technology, care-intensive setting of an acute care or rehabilitation hospital.
Other Facilities. Our other facilities consist of medical office buildings, which offer office space primarily to physicians and other healthcare-related businesses, and one financial office building.
Geographic Diversification
The following table shows our rental income derived by geographic location for the year ended December 31, 2005:
(1) The remainder of our total revenues is interest and other income.
Significant Tenants
For the years ended December 31, 2005 and 2004, Genesis accounted for approximately 50.2% and 50.5%, respectively, and Benchmark accounted for approximately 35.2% and 31.5%, respectively, of our total rental income, excluding discontinued operations. As of December 31, 2005, approximately 53.6% and 35.2% of our properties, based on their original cost, were operated by Genesis and Benchmark, respectively.
At December 31, 2005, we had ten separate single facility leases with Genesis, providing for aggregate, annual cash rent of approximately $7.9 million, subject to escalation as provided therein, and four separate single facility leases with Benchmark, providing for aggregate, annual cash rent of approximately $4.9 million, subject to escalation as provided therein. Each of our leases with Genesis and Benchmark is a “triple-net” lease, pursuant to which the tenant is required to pay all insurance, taxes, utilities, maintenance and repairs related to the property. All but one of our leases with Genesis have minimum annual rent escalators of 1.5%, and the remaining lease contains a contingent escalator based on the year-over-year change in facility revenue. All but one of our leases with Benchmark have minimum annual rent escalators of 2.0%, and the remaining lease does not contain an escalator. The expirations of the initial terms of our Genesis and Benchmark leases range from January 2008 to June 2015, and all provide for renewal periods aggregating ten years.
Because Genesis and Benchmark lease a substantial portion of our properties and are the primary sources of our total revenues, their financial condition and ability and willingness to satisfy their obligations under their respective leases with us have a significant impact on our financial results and our ability to service our indebtedness and to make distributions to our partners. We cannot assure you that Genesis or Benchmark will have sufficient assets, income and access to financing to enable it to satisfy these obligations, and any inability or unwillingness on its part to do so would have a material adverse effect on our business, financial condition, results of operations and liquidity. See “We are dependent on Genesis and Benchmark; Genesis’s or Benchmark’s inability or unwillingness to satisfy its obligations under its agreements with us could significantly harm us and our ability to service our indebtedness and other obligations” included in Item 1A
Item 1A of this Annual Report on Form 10-K.
Competition
We compete for real property investments with healthcare providers, healthcare-related REITs, healthcare lenders, real estate partnerships, banks, insurance companies and other investors. Some of our competitors are significantly larger and have greater financial resources and lower cost of capital than we do. Our ability to continue to compete successfully for real property investments will be determined by numerous factors, including our ability to identify suitable acquisition or investment targets, our ability to negotiate acceptable terms for any such acquisition and the availability and cost of capital to us.
The operators of our properties compete on a local and regional basis with other healthcare operators. Their ability to compete successfully for patients at our facilities depends upon several factors, including the quality of care at the facility, the scope of services provided, the operational reputation of the operator, physician referral patterns, physical appearance of the facilities, other competitive systems of healthcare delivery within the community, population and demographics, and the
financial condition of the operator. Private, federal and state reimbursement programs and the effect of other laws and regulations also may have a significant effect on our operators to compete successfully for patients at the properties. See “Changes in the reimbursement rates or methods of payment from third-party payors, including the Medicare and Medicaid programs, could have a material adverse effect on our tenants” included in Item 1A of this Annual Report on Form 10-K.
Employees
We are managed by ElderTrust and Ventas, and therefore, as of December 31, 2005, we had no employees. The employees of Ventas act as our employees.
Insurance
We maintain and/or require in our leases that our tenants maintain liability and casualty insurance on the properties and their operations. However, we cannot assure you that our tenants will maintain such insurance, and any failure by our tenants to do so could have a material adverse effect on our business, financial condition, results of operation and liquidity, on our ability to service our indebtedness and on our ability to make distributions to our partners (a “Material Adverse Effect”). We believe that our tenants are in substantial compliance with the insurance requirements contained in their respective leases with us.
We believe that the amount and scope of insurance coverage provided by our own and our tenants’ policies is customary for similarly situated companies in our industry. We cannot assure you that in the future such insurance will be available at a reasonable price or that we will be able to maintain adequate levels of insurance coverage.
Due to the increase in the number and severity of professional liability claims against healthcare providers, the availability of professional liability insurance has been severely restricted and the premiums for such insurance coverage have increased dramatically. As a result, many healthcare operators may incur large funded and unfunded professional liability expense, which could have a material adverse effect on their liquidity, financial condition and results of operations. In addition, many healthcare providers are pursuing different organizational and corporate structures coupled with insurance programs that provide less insurance coverage. Therefore, we cannot assure you that our tenants will continue to carry the insurance coverage required under the terms of their leases with us or that we will continue to require the same levels of insurance under our leases.
Additional Information
Ventas, our ultimate parent entity, maintains a website at www.ventasreit.com. The information on Ventas’s website is not incorporated by reference in this Annual Report on Form 10-K, and the web address is included as an inactive textual reference only.
Ventas makes available, free of charge, through its website its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after it electronically files such material with, or furnishes it to, the Commission. We do not make our reports available on Ventas’s website; however, you may obtain copies of our filings with the Commission at the Commission’s website at www.sec.gov. In addition, we will mail copies of the foregoing documents, free of charge, upon request to Corporate Secretary, Ventas, Inc., 10350 Ormsby Park Place, Suite 300, Louisville, KY 40223.
GOVERNMENTAL REGULATION
Healthcare Regulation
General
The operators of our properties derive a substantial portion of their revenues from third party payors, including the Medicare and Medicaid programs. Medicare is a federal program that provides certain hospital and medical insurance benefits to persons age 65 and over, certain disabled persons and persons with end-stage renal disease. Medicaid is a medical assistance program jointly funded by federal and state governments and administered by each state pursuant to which benefits are available to certain indigent patients. The Medicare and Medicaid statutory framework is subject to administrative rulings, interpretations and discretion that affect the amount and timing of reimbursement made under Medicare and Medicaid. The amounts of program payments received by our operators and tenants can be changed by legislative or regulatory actions and by determinations by agents for the programs. See “-Healthcare Reform.” In addition, private payors, including managed care payors, increasingly are demanding discounted fee structures and the assumption by healthcare providers of all or a portion of the financial risk. Efforts to impose greater discounts and more stringent cost controls upon operators by private payors are expected to continue. We cannot assure you that adequate reimbursement levels will continue to be available for services to be provided by the operators of our properties which currently are being reimbursed by Medicare, Medicaid and private payors. Significant limits on the scope of services reimbursed and on reimbursement rates and fees could have a material adverse effect on these operators’ liquidity, financial condition and results of operations, which could affect adversely their ability to make rental payments under their leases with us.
The operators of our properties are subject to other extensive federal, state and local laws and regulations including, but not limited to, laws and regulations relating to licensure, conduct of operations, ownership of facilities, addition of facilities, services, prices for services, billing for services, and the confidentiality and security of health-related information. These laws authorize periodic inspections and investigations, and identification of deficiencies that, if not corrected, can result in sanctions that include loss of licensure to operate and loss of rights to participate in the Medicare and Medicaid programs. Regulatory agencies have substantial powers to affect the actions of operators of our properties if the agencies believe that there is an imminent threat to patient welfare, and in some states these powers can include assumption of interim control over facilities through receiverships.
Skilled Nursing Facilities. The operators of our skilled nursing facilities generally are licensed on an annual or bi-annual basis and certified annually for participation in the Medicare and Medicaid programs through various regulatory agencies which determine compliance with federal, state and local laws. These legal requirements relate to the quality of the nursing care provided, qualifications of the administrative personnel and nursing staff, the adequacy of the physical plant and equipment and continuing compliance with the laws and regulations governing the operation of nursing facilities. A loss of licensure or certification could adversely affect a nursing facility’s ability to receive payments from the Medicare and Medicaid programs, which could in turn adversely impact the operator’s ability to make rental payments under its leases with us.
Assisted Living Facilities. Assisted living facilities provide services to aid in activities of daily living, such as bathing, meals, security, transportation, recreation, medication supervision and limited therapeutic programs. More intensive medical needs of the resident are often met within assisted living facilities by home health providers, close coordination with the resident’s physician and skilled nursing facilities. Assisted living facilities are subject to relatively few federal regulations. Instead, they are regulated mainly by state and local laws which govern the licensing of beds, the provision of services, staffing requirements and other operational matters. However, these state laws vary greatly from one state to another.
The recent increase in the number of assisted living facilities around the country has attracted the attention of various federal agencies which believe there should be more federal regulation of these facilities. To date, Congress has deferred to state regulation of assisted living facilities. As a result of the increased federal scrutiny along with the rapid increase in the number of these facilities, some states have revised and strengthened their regulation of assisted living facilities. More states are expected to do the same in the future.
Any significant expansion in the number or type of, or a violation of any of, these federal, state or local laws and regulations could have a material adverse effect on our operators’ liquidity, financial condition and results of operations, which could affect adversely their ability to make rental payments to us.
Fraud and Abuse
There are extensive federal and state laws and regulations prohibiting fraud and abuse in the healthcare industry that can result in significant criminal and civil penalties that can materially affect the operators of our properties. The federal laws include:
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The anti-kickback statute (Section 1128B(b) of the Social Security Act), which prohibits certain business practices and relationships that might affect the provision and cost of healthcare services reimbursable under Medicare, Medicaid and other federal healthcare programs, including the payment or receipt of remuneration for the referral of patients whose care will be paid by Medicare or other governmental programs.
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The physician self-referral prohibition (Ethics in Patient Referral Act of 1989, commonly referred to as the “Stark Law”), which prohibits referrals by physicians of Medicare patients to providers of a broad range of designated healthcare services with which the physicians (or their immediate family members) or Medicaid have ownership interests or certain other financial arrangements.
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The False Claims Act, which prohibits any person from knowingly presenting false or fraudulent claims for payment to the federal government (including the Medicare and Medicaid programs).
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The Civil Monetary Penalties Law, which authorizes the United States Department of Health and Human Services (“HHS”) to impose civil penalties administratively for fraudulent acts.
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The Health Insurance Portability and Accountability Act of 1996 (commonly referred to as “HIPAA”), which among other things, protects the privacy and security of individually identifiable health information by limiting its use and disclosure.
Sanctions for violating these federal laws include criminal and civil penalties that range from punitive sanctions, damage assessments, money penalties, imprisonment, denial of Medicare and Medicaid payments, and/or exclusion from the Medicare and Medicaid programs. These laws also impose an affirmative duty on operators to ensure that they do not employ or contract with persons excluded from the Medicare and other government programs.
Many states have adopted or are considering legislative proposals similar to the federal fraud and abuse laws, some of which extend beyond the Medicare and Medicaid programs to prohibit the payment or receipt of remuneration for the referral of patients and physician self-referrals regardless of whether the service was reimbursed by Medicare or Medicaid. Many states have also adopted or are considering legislative proposals to increase patient protections, such as minimum staffing levels, criminal background checks, and limiting the use and disclosure of patient specific health information. These state laws also impose criminal and civil penalties similar to the federal laws.
In the ordinary course of their business, the operators of our properties have been and are subject regularly to inquiries, investigations and audits by federal and state agencies that oversee these laws and regulations. Recent federal and state legislation has greatly increased funding for investigations and enforcement actions which have increased dramatically over the past several years. This trend is expected to continue. Private enforcement of healthcare fraud also has increased due in large part to amendments to the civil False Claims Act in 1986 that were designed to encourage private individuals to sue on behalf of the government. These whistleblower suits by private individuals, known as qui tam relators, may be filed by almost anyone, including present and former patients or nurses and other employees. HIPAA also created a series of new healthcare-related crimes.
As federal and state budget pressures continue, federal and state administrative agencies may also continue to escalate investigation and enforcement efforts to root out waste and to control fraud and abuse in governmental healthcare programs. A violation of any of these federal and state fraud and abuse laws and regulations could have a material adverse effect on our operators’ liquidity, financial condition and results of operations, which could affect adversely their ability to make rental payments to us.
Healthcare Reform
Healthcare is one of the largest industries in the United States and continues to attract much legislative interest and public attention. In an effort to reduce federal spending on healthcare, in 1997 the federal government enacted the Balanced Budget Act (“BBA”), which contained extensive changes to the Medicare and Medicaid programs, including
substantial reimbursement reductions for healthcare operations. For certain healthcare providers, including skilled nursing facilities, implementation of the BBA resulted in more drastic reimbursement reductions than had been anticipated. In addition to its impact on Medicare, the BBA also afforded states more flexibility in administering their Medicaid plans, including the ability to shift most Medicaid enrollees into managed care plans without first obtaining a federal waiver.
The following key legislative and regulatory changes have been made to the BBA to provide some relief from the drastic reductions in Medicare and Medicaid reimbursement resulting from implementation of the BBA:
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The Balanced Budget Refinement Act of 1999 (“BBRA”);
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The Medicare, Medicaid, and State Child Health Insurance Program Benefits Improvement and Protection Act of 2000 (“BIPA”);
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Beginning on October 1, 2003, the Center for Medicare & Medicaid Services (“CMS”) instituted a one-time “administrative fix” to increase skilled nursing facility payment rates by 3.26%; and
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The Medicare Prescription Drug, Improvement, and Modernization Act of 2003 (“Medicare Modernization Act,” sometimes referred to as the “Drug Bill”).
For the last several years, many states have announced actual or potential budget shortfalls. As a result of these budget shortfalls, many states have announced that they are implementing or considering implementing “freezes” or cuts in Medicaid rates paid to providers, including skilled nursing facilities.
The Medicare and Medicaid programs, including payment levels and methods, are in a state of change and are less predictable following the enactment of BBA and the subsequent reform activities. We cannot assure you that future healthcare legislation or changes in the administration or implementation of governmental healthcare reimbursement programs will not have a material adverse effect on the liquidity, financial condition or results of operations of our operators and tenants, which could have a material adverse effect on their ability to make rental payments and which, in turn, could have a Material Adverse Effect on us.
Medicare Reimbursement; Skilled Nursing Facilities
BBA established a prospective payment system for skilled nursing facilities (“SNF PPS”) offering Part A covered services. Under the SNF PPS, payment amounts are based upon classifications determined through assessments of individual Medicare patients in the skilled nursing facility, rather than on the facility’s reasonable costs. The payments received under the SNF PPS are intended generally to cover all inpatient services for Medicare patients, including routine nursing care, most capital-related costs associated with the inpatient stay, and ancillary services, such as respiratory therapy, occupational and physical therapy, speech therapy and certain covered drugs. Under the SNF PPS, per diem payments are made to nursing home facilities for each resident.
In response to widespread healthcare industry concern about the reductions in payments under BBA, the federal government enacted BBRA on November 29, 1999. BBRA increased the per diem reimbursement rates for certain high acuity patients by 20% starting April 1, 2000 and continuing until such time as case-mix refinements were implemented by CMS, as explained below. Under BBRA, outpatient rehabilitation therapy providers, including Part B nursing facilities, received a two-year moratorium on the annual cap on the amount of physical, occupational and speech therapy provided to a patient, which moratorium was subsequently extended until December 31, 2005.
During 2003, financial limitations on therapy services became effective. For Part B nursing facility residents, a $1,500 limit was placed on the reimbursement level for physical therapy/speech language pathology services combined and a separate $1,500 limit for occupational therapy. As a result of administrative delays and litigation, this limitation was only effective from September 1, 2003 through December 8, 2003, the effective date of the Medicare Modernization Act, which included a two-year moratorium on the application of therapy caps until December 31, 2005. On January 1, 2006, the therapy limitations went into effect until the Deficit Reduction Act (“DRA”) was enacted. This new law retroactively established an exception process for the payment of all claims above the limits when such services are medically necessary.
On August 4, 2005, CMS announced an update to SNF PPS for the 2006 federal fiscal year (October 1, 2005 through September 30, 2006). In the final rule, CMS, among other things, refined the resource utilization groups (“RUGs”) by adding nine new payment categories which determine the daily payments for Medicare beneficiaries in skilled nursing facilities (“RUGs Refinement”). The result of this refinement was to eliminate the temporary add-on payments that
Congress enacted as part of the BBRA. CMS also increased the case mix index for all of the RUGs categories. The increase in the index is equal to about half of the value of the temporary add-on payment that ended with the refinement of the previous system. CMS estimates that the increase in payments along with the RUGs Refinement, together with an annual inflation increase of 3.1%, will result in a small overall increase in skilled nursing facility Medicare payments in federal fiscal year 2006. The RUGs Refinement under the final rule was implemented on January 1, 2006 and the full market basket increase was implemented on October 1, 2005.
We cannot assure you that future updates to the SNF PPS system, therapy services or Medicare reimbursement for skilled nursing facilities will not materially adversely impact our skilled nursing facility operators which, and in turn, could have a Material Adverse Effect on us. See “Changes in the reimbursement rates or methods of payment from third-party payors, including the Medicare and Medicaid programs, could have a material adverse effect on our tenants” included in Item 1A of this Annual Report on Form 10-K.
Medicaid Reimbursement; Skilled Nursing Facilities
Approximately two-thirds of all nursing home residents are dependent on Medicaid. Medicaid reimbursement rates, however, typically are less than the amounts charged by the operators of our properties. BBA repealed the “Boren Amendment” federal payment standard for Medicaid payments to hospitals and nursing facilities effective October 1, 1997, giving states greater latitude in setting payment rates for these providers. Furthermore, federal legislation restricts a nursing facility operator’s ability to withdraw from the Medicaid program by restricting the eviction or transfer of Medicaid residents.
For the last several years, many states have announced actual or potential budget shortfalls. As a result of these budget shortfalls, many states have announced that they are implementing or considering implementing “freezes” or cuts in Medicaid rates paid to skilled nursing facility providers.
In the DRA, Congress made changes to the Medicaid program that are estimated to result in $10 billion in savings to the federal government over the next five years primarily through the accounting practices some states use to calculate their matched payments and revising the qualifications for individuals who are eligible for Medicaid benefits. At this time, it is not possible to predict whether significant Medicaid rate freezes or cuts or other program changes will be adopted and if so, by how many states or whether the United States Government will revoke, reduce or stop approving “provider taxes” that have the effect of increasing Medicaid payments to the states, or the impact of such actions on our operators. However, severe and widespread Medicaid rate cuts or freezes could have a material adverse effect on our skilled nursing facility operators and, in turn, could have a Material Adverse Effect on us.
Nursing Home Quality Initiative
In 2002, HHS launched the Nursing Home Quality Initiative program. This program, which is designed to provide consumers with comparative information about nursing home quality measures, rates nursing homes on various quality of care indicators. Since 2002, investigative and enforcement activities regarding nursing home quality compliance has intensified both on the federal and state administrative levels.
If the operators of our properties are unable to achieve quality of care ratings that are comparable or superior to those of their competitors, patients may choose alternate facilities, which could cause operating revenues to decline. In the event the financial condition or operating revenues of these operators are adversely affected, the operators’ ability to make rental payments to us could be adversely affected, which, in turn, could have a Material Adverse Effect on us.
Environmental Regulation
As an owner of real property, we are subject to various federal, state and local laws and regulations regarding environmental, health and safety matters. These laws and regulations address, among other things, asbestos, polychlorinated biphenyls, fuel oil management, wastewater discharges, air emissions, radioactive materials, medical wastes, and hazardous wastes. In certain cases, the costs of complying with these laws and regulations and the penalties for non-compliance can be substantial. For example, although we do not generally operate our properties, we may be held jointly and severally liable for costs relating to the investigation and cleanup of any property from which there is or has been a release or threatened release of a hazardous or toxic substance and any other affected properties, regardless of whether we knew of or caused the release. In addition to these costs, which are typically not limited by law or regulation and could exceed the property’s value, we could be liable for certain other costs, including governmental fines and injuries to persons or property. See “If any of our properties are found to be contaminated, or if we become involved in any environmental disputes, we could incur substantial liabilities and costs” included in Item 1A of this Annual Report on Form 10-K.
We are generally indemnified by the current operators of our properties for contamination caused by those operators. Under our leases with Genesis and Benchmark, Genesis and Benchmark have agreed to indemnify us against any environmental claims (including penalties and clean-up costs) resulting from any condition arising in, on or under, or relating to, their respective leased properties at any time on or after the lease commencement date for the applicable leased property and from any condition permitted to deteriorate on or after such date, except in limited circumstances where the condition arises from our acts or omissions. We cannot assure you that Genesis, Benchmark or another operator will have the financial capability or the willingness to satisfy any such environmental claims, and in the event Genesis, Benchmark or another operator is unable or unwilling to do so, we may be required to satisfy the claims. See “We are dependent on Genesis and Benchmark; Genesis’s or Benchmark’s inability or unwillingness to satisfy its obligations under its agreements with us could significantly harm us and our ability to service our indebtedness and other obligations” included in Item 1A of this Annual Report on Form 10-K. We may also be liable for environmental claims resulting from any condition arising on or under, or relating to, the leased properties at any time before the commencement date of the applicable lease or resulting from our acts or omissions.
We did not make any material capital expenditures in connection with such environmental, health, and safety laws, ordinances and regulations in 2005 and do not expect that we will have to make any such material capital expenditures during 2006.
ITEM 1A. Risk Factors
Our business, operations and financial condition are subject to various risks. Some of these risks are described below. However, this section does not describe all risks applicable to us, our industry or our business, and it is intended only as a summary of certain material factors. If any of the following risks actually occur, we could be materially adversely affected.
We are dependent on Genesis and Benchmark; Genesis’s or Benchmark’s inability or unwillingness to satisfy its obligations under its agreements with us could significantly harm us and our ability to service our indebtedness and other obligations.
We lease substantially all of our properties to Genesis and Benchmark, and therefore:
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Genesis and Benchmark were the primary sources of our total revenues in 2005 and 2004 and continue to be the primary sources of our revenues; and
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since our leases with Genesis and Benchmark are triple-net leases, we depend on Genesis and Benchmark to pay insurance, taxes, utilities and maintenance and repair expenses required in connection with their respective leased properties.
We cannot assure you that Genesis or Benchmark will have sufficient assets, income and access to financing and insurance coverage to enable it to satisfy its obligations under its agreements with us. In addition, any failure by Genesis or Benchmark to effectively conduct its operations could have a material adverse effect on its business reputation or on its ability to enlist and maintain patients in its facilities. Any inability or unwillingness by Genesis or Benchmark to satisfy its obligations under its agreements with us could have a Material Adverse Effect on us.
We may be unable to find another lessee/operator for our properties if we have to replace Genesis, Benchmark or our other operators.
We may have to find another lessee/operator for the properties covered by the leases with Genesis, Benchmark or our other operators upon the expiration of the terms of the applicable lease or upon a default by Genesis, Benchmark or our other operators. During any period that we are attempting to locate one or more lessees/operators, there could be a decrease or cessation of rental payments by Genesis, Benchmark or our other operators. We cannot assure you that we will be able to locate another suitable lessee/operator or, if we are successful in locating such an operator, that the rental payments from the new operator would not be significantly less than the existing rental payments. Our ability to locate another suitable lessee/operator may be significantly delayed or limited by various state licensing, receivership or other laws, as well as by Medicare and Medicaid change-of-ownership rules. In addition, we may also incur substantial additional expenses in connection with any such licensing, receivership or change-of-ownership proceedings. Such delays, limitations and expenses could materially delay or impact our ability to collect rent, to obtain possession of leased properties or otherwise to exercise remedies for tenant default and could have a Material Adverse Effect on us.
Our investments are concentrated in healthcare-related and seniors housing properties, making us more vulnerable economically that if our investments were diversified.
We invest primarily in real estate - in particular, healthcare-related and seniors housing properties. Accordingly, we are exposed to the risks inherent in concentrating investments in real estate, and these risks become even greater due to the fact that all of our investments are in properties used in the healthcare or seniors housing industries. A downturn in the real estate industry could adversely affect the value of our properties. A downturn in the healthcare or seniors housing industries could negatively impact our operators’ ability to make rental payments to us, which, in turn, could have a Material Adverse Effect on us.
Furthermore, the healthcare industry is highly regulated, and changes in government regulation and reimbursement in the past have had material adverse consequences on the industry in general, which may not even have been contemplated by lawmakers and regulators. We cannot assure you that future changes in government regulation of healthcare will not have a material adverse effect on the healthcare industry, including our lessees/operators. Our ability to invest in non-healthcare, non-healthcare-related or non-seniors housing properties is restricted by the terms of our affiliate’s revolving credit facility, so these adverse effects may be more pronounced than if we diversified our investments outside of real estate or outside of healthcare and seniors housing.
Our tenants, including Genesis and Benchmark, may be adversely affected by increasing healthcare regulation and enforcement.
We believe that the regulatory environment surrounding the long-term healthcare industry has intensified both in the amount and type of regulations and in the efforts to enforce those regulations. This is particularly true for large for-profit, multi-facility providers like Genesis and Benchmark.
The extensive federal, state and local laws and regulations affecting the healthcare industry include, but are not limited to, laws and regulations relating to licensure, conduct of operations, ownership of facilities, addition of facilities and equipment, allowable costs, services, prices for services, quality of care, patient rights, fraudulent or abusive behavior, and financial and other arrangements which may be entered into by healthcare providers. Federal and state governments have intensified enforcement policies, resulting in a significant increase in the number of inspections, citations of regulatory deficiencies and other regulatory sanctions, including terminations from the Medicare and Medicaid programs, bars on Medicare and Medicaid payments for new admissions, civil monetary penalties and even criminal penalties. See “Governmental Regulation-Healthcare Regulation” included in Item 1 of this Annual Report on Form 10-K. If our tenants and operators fail to comply with the extensive laws, regulations and other requirements applicable to their businesses, they could become ineligible to receive reimbursement from governmental and private third-party payor programs, suffer civil and/or criminal penalties and/or be required to make significant changes to their operations. Our tenants also could be forced to expend considerable resources responding to an investigation or other enforcement action under applicable laws or regulations.
We are unable to predict the future course of federal, state and local regulation or legislation, including the Medicare and Medicaid statutes and regulations. Changes in the regulatory framework could have a material adverse effect on Genesis, Benchmark and our other operators, which, in turn, could have a Material Adverse Effect on us.
Changes in the reimbursement rates or methods of payment from third-party payors, including the Medicare and Medicaid programs, could have a material adverse effect on our tenants.
Our tenants and operators that operate skilled nursing facilities rely on reimbursement from third-party payors, including the Medicare and Medicaid programs, for a portion of their revenues. There continue to be various federal and state legislative and regulatory proposals to implement cost-containment measures that limit payments to healthcare providers. See “Governmental Regulation-Healthcare Regulation” included in Item 1 of this Annual Report on Form 10-K. In addition, private third-party payors have continued their efforts to control healthcare costs. We cannot assure you that adequate reimbursement levels will be available for services to be provided by our tenants which are currently being reimbursed by Medicare, Medicaid or private payors. Significant limits by governmental and private third-party payors on the scope of services reimbursed and on reimbursement rates and fees could have a material adverse effect on the liquidity, financial condition and results of operations of certain of our tenants and operators, which, in turn, could have a Material Adverse Effect on us.
Significant legal actions could subject Genesis, Benchmark and our other operators to increased operating costs and substantial uninsured liabilities, which could materially adversely affect their liquidity, financial condition and results of operations.
Although claims and costs of professional liability insurance seem to be growing at a slower pace, Genesis, Benchmark and our other healthcare operators have experienced substantial increases in both the number and size of professional liability claims in recent years. In addition to large compensatory claims, plaintiffs’ attorneys increasingly are seeking significant punitive damages and attorneys’ fees.
Due to the high number and severity of professional liability claims against healthcare providers, the availability of professional liability insurance has been severely restricted and the premiums on such insurance coverage have increased dramatically. As a result, the insurance coverage of our operators might not cover all claims against them or continue to be available to them at a reasonable cost. If Genesis, Benchmark or our other operators are unable to maintain adequate insurance coverage or are required to pay punitive damages, they may be exposed to substantial liabilities.
Operators that insure their professional liability risks through their own captive limited purpose entities generally estimate the future cost of professional liability through actuarial studies which rely primarily on historical data. However, due to the high number and severity of professional claims against healthcare providers, these actuarial studies may underestimate the future cost of claims and there can be no assurance that such operators’ reserves for future claims will be adequate to cover the actual cost of such claims. If the actual cost of such claims is significantly higher than the operators’ reserves, it could have a material adverse effect on the liquidity, financial condition and results of operations of our operators and their ability to make rental payments to us, which in turn, could have a Material Adverse Effect on us.
Our operators may be sued under a federal whistleblower statute.
Our operators who engage in business with the federal government may be sued under a federal whistleblower statute designed to combat fraud and abuse in the healthcare industry. See “Governmental Regulation-Healthcare Regulation” included in Item 1 of this Annual Report on Form 10-K. These lawsuits can involve significant monetary damages and award bounties to private plaintiffs who successfully bring these suits. If any of these lawsuits were to be brought against our operators, such suits combined with increased operating costs and substantial uninsured liabilities could have a material adverse effect on the liquidity, financial condition and results of operations of our operators and their ability to make rental payments to us, which, in turn, could have a Material Adverse Effect on us.
If any of our properties are found to be contaminated, or if we become involved in any environmental disputes, we could incur substantial liabilities and costs.
Under federal and state environmental laws and regulations, a current or former owner of real property may be liable for costs related to the investigation, removal and remediation of hazardous or toxic substances or petroleum that are released from or are present at or under, or that are disposed of in connection with such property. Owners of real property may also face other environmental liabilities, including government fines and penalties imposed by regulatory authorities and damages for injuries to persons, property or natural resources. Environmental laws and regulations often impose liability without regard to whether the owner was aware of, or was responsible for, the presence, release or disposal of hazardous or toxic substances or petroleum. In certain circumstances, environmental liability may result from the activities of a current or former operator of the property. Although we are generally indemnified by the current operators of our properties for contamination caused by such operators, these indemnities may not adequately cover all environmental costs. See “Governmental Regulation-Environmental Regulation” included in Item 1 of this Annual Report on Form 10-K.
ITEM 1B.
ITEM 1B. Unresolved Staff Comments
Not applicable.
ITEM 2.
ITEM 2. Properties
As of December 31, 2005, we owned nine seniors housing facilities, five skilled nursing facilities and three other facilities in three states. Certain of our facilities are subject to mortgages.
The following table sets forth select information regarding the facilities we owned as of December 31, 2005 for each state in which we own property:
ITEM 3.
ITEM 3. Legal Proceedings
We are not a party to, nor is any of our property the subject of, any material pending legal proceedings.
ITEM 4.
ITEM 4. Submission of Matters to a Vote of Security Holders
Not applicable.
PART II
ITEM 5.
ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
There is no established public trading market for our partnership interests. As of March 30, 2006, there were 8,425,163 limited and general partnership units (consisting of 7,873 Class A general partnership units, 8,040,688 Class A limited partnership units, 31,455 Class C limited partnership units and 345,147 Class D limited partnership units) outstanding held by six partners of record. Ventas, directly and indirectly through ElderTrust (our sole general partner), holds all of the Class A general and limited partnership units and 304,010 of the Class D limited partnership units, representing 99.1% of the outstanding partnership interests, as of March 30, 2006.
Subject to certain limitations in our Second Amended and Restated Agreement of Limited Partnership, as amended, the Class C limited partner has the right to require the redemption of its units at any time at a price per unit equal to 51.1% of the value of a share of Ventas common stock on the date of redemption. However, in lieu of such redemption, ElderTrust, has the right to elect to acquire the units directly from the limited partner in exchange for cash or its common shares. The Class D limited partners have the right to require the redemption of their units at any time in exchange for one share of Ventas common stock per Class D unit, subject to adjustment upon certain events.
Distributions
Cash distributions and allocations of income (loss) are made as described in “Note 2-Summary of Significant Accounting Policies-Allocation of Net Income (Loss) and Cash Distributions” of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.
ITEM 6.
ITEM 6. Selected Financial Data
You should read the following selected financial data in conjunction with the Consolidated Financial Statements and the notes thereto included in Item 8 of this Annual Report on Form 10-K. The purchase method of accounting was used to record our assets acquired and liabilities assumed by ElderTrust on February 5, 2004, the date on which Ventas acquired ElderTrust. Such accounting generally results in increased amortization and depreciation reported in future periods. Accordingly, the accompanying consolidated financial information of the ETOP Predecessor and the Partnership are not comparable in all material respects since those consolidated financial statements report financial position, results of operations, and cash flows of these two separate entities. Also, the 2002 and 2001 results of operations related to the seniors housing facility sold during 2005 have not been reclassified to discontinued operations as the information needed to do so is not available. The financial data for the year ended December 31, 2004 includes data from the ETOP Predecessor for the period from January 1, 2004 through February 4, 2004. See “Note 3-Merger of ElderTrust” of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K. No financial data is presented for the balance sheet as of December 31, 2001, as the information is not available.
(1) The financial data for the year ended December 31, 2004 includes data from the ETOP Predecessor for the period from January 1, 2004 through February 4, 2004. See “Note 3-Merger of ElderTrust” of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.
ITEM 7.
ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis provides information which management believes is relevant to an assessment and understanding of the consolidated results of operations and financial condition of ElderTrust Operating Limited Partnership (together with its subsidiaries, except where the context otherwise requires, “the Partnership,” “we”, “us”, or “our”). You should read this discussion in conjunction with our Consolidated Financial Statements and the notes thereto included in Item 8 of this Annual Report on Form 10-K. All references to periods prior to February 5, 2004, the date on which we were acquired by Ventas, Inc. (“Ventas”), refer to the activities of our predecessor (the “ETOP Predecessor”). This Management’s Discussion and Analysis will help you understand:
•
Our critical accounting policies and estimates;
•
Our results of operations for the last three years; and
•
Our liquidity and capital resources.
Critical Accounting Policies and Estimates
Our Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles, which requires us to make estimates and judgments about future events that affect the reported amounts in the financial statements and the related disclosures. We believe that the following critical accounting policies, among others, affect our more significant estimates and judgments used in the preparation of our financial statements. For more information regarding our critical accounting policies, please see “Note 2-Summary of Significant Accounting Policies” of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.
Long-Lived Assets
Investments in real estate properties are recorded at cost. We account for acquisitions using the purchase method. The cost of the properties acquired is allocated among tangible land, buildings and equipment and recognized intangibles based upon estimated fair values in accordance with the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 141, “Business Combinations.” We estimate fair values of the components of assets acquired as of the acquisition date or engage a third party appraiser as necessary. Recognized intangibles, if any, include the value of acquired lease contracts and related customer relationships.
Our method for determining fair value varies with the categorization of the asset acquired. We estimate the fair value of buildings on an as-if-vacant basis, and depreciate the building value over the estimated remaining life of the building. We determine the allocated value of other fixed assets based upon the replacement cost and depreciate such value over the estimated remaining useful lives. We determine the value of land either based on real estate tax assessed values in relation to the total value of the asset, internal analyses of recently acquired and existing comparable properties within our portfolio or third party appraisals. The fair value of in-place leases, if any, reflects (i) above and below market leases, if any, determined by discounting the difference between the estimated current market rent and the in-place rentals, the resulting intangible asset of which is amortized to rental revenue over the remaining life of the associated lease plus any fixed rate renewal periods, if applicable, (ii) the estimated value of the cost to obtain tenants, including tenant allowances, tenant improvements and leasing commissions, which is amortized over the remaining life of the associated lease, and (iii) an estimated value of the absorption period to reflect the value of the rents and recovery costs foregone during a reasonable lease-up period, as if the acquired space was vacant, which is amortized over the remaining life of the associated lease. We also estimate the value of tenant or other customer relationships acquired by considering the nature and extent of existing business relationships with the tenant, growth prospects for developing new business with such tenant, such tenant’s credit quality, expectations of lease renewals with such tenant, and the potential for significant, additional future leasing arrangements with such tenant. We amortize such value, if any, over the expected term of the associated arrangements or leases, which would include the remaining lives of the related leases and any expected renewal periods.
Impairment of Long-Lived Assets
We periodically evaluate our long-lived assets, primarily consisting of our 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 and adjust the net book value of leased properties and other long-lived assets to fair value if the sum of the expected future cash flow or sales proceeds is less than book value. An impairment loss is recognized at the time we make any such adjustment. Future events could occur which would cause us to conclude that impairment indicators exist and an impairment loss is warranted.
Revenue Recognition
Certain of our leases provide for periodic and determinable increases in base rent. Base rental revenues under these leases are recognized on a straight-line basis over the term of the applicable lease. Certain of our other leases provide for an annual increase in rental payments only if certain revenue parameters or other contingencies are met. We recognize the increased rental revenue under these leases only if the revenue parameters or other contingencies are met rather than on a straight-line basis over the term of the applicable lease. We recognize income from rent, lease termination fees and other income once all of the following criteria are met in accordance with Securities and Exchange Commission Staff Accounting Bulletin 104: (i) the agreement has been fully executed and delivered; (ii) services have been rendered; (iii) the amount is fixed or determinable; and (iv) the collectibility is reasonably assured.
Results of Operations
The tables below show our results of operations for each year and the absolute and percentage change in those results from year to year. The results of operations for the year ended December 31, 2004 include the results of the ETOP Predecessor for the period from January 1, 2004 through February 4, 2004. Results for the period from February 5, 2004 through December 31, 2004 differ from the ETOP Predecessor primarily as a result of the purchase accounting adjustments recorded upon the acquisition of ElderTrust by Ventas. See “Note 3-Merger of ElderTrust” of the Notes to Consolidated Financial Statements.
Years Ended December 31, 2005 and 2004
(a) The purchase method of accounting was used to record our assets acquired and liabilities assumed by ElderTrust, our general partner, on February 5, 2004, the date on which Ventas acquired ElderTrust. Such accounting generally results in increased amortization and depreciation reported in future periods. Accordingly, the accompanying consolidated financial statements of the ETOP Predecessor and the Partnership are not comparable in all material respects since those consolidated financial statements report financial position, results of operations, and cash flows of these two separate entities.
nm - Not meaningful
Revenues
The increase in interest and other income is primarily attributable to higher interest income earned on our 2005 cash balances.
Expenses
The decrease in interest expense is primarily due to lower debt principal balances during 2005 as compared to 2004.
Intercompany interest relates to a $7.5 million promissory note entered into in April 2004 with Ventas Realty, Limited Partnership, a wholly owned subsidiary of Ventas (“Ventas Realty”). Under the terms of this note, interest is paid quarterly at an annual rate of 8.0%. The increase is the result of the note being outstanding during all of 2005.
Property-level operating expenses increased during 2005 primarily as a result of higher utility costs and property-level taxes.
Discontinued Operations
Discontinued operations for the year ended December 31, 2005 represents the operating results of one seniors housing facility that was sold in the fourth quarter for approximately $9.9 million in net cash proceeds. We recognized a net gain on the sale of approximately $5.1 million. In addition, the tenant paid us a lease termination fee of approximately $0.2 million. Discontinued operations for the year ended December 31, 2004 relates to a sale completed by the ETOP Predecessor in January 2004. See “Note 5-Discontinued Operations” of the Notes to Consolidated Financial Statements.
Years Ended December 31, 2004 and 2003
(a) The purchase method of accounting was used to record our assets acquired and liabilities assumed by ElderTrust, our general partner, on February 5, 2004, the date on which Ventas acquired ElderTrust. Such accounting generally results in increased amortization and depreciation reported in future periods. Accordingly, the accompanying consolidated financial statements of the ETOP Predecessor and the Partnership are not comparable in all material respects since those consolidated financial statements report financial position, results of operations, and cash flows of these two separate entities.
nm - Not meaningful
Revenues
The decrease in 2004 rental income is primarily due to the rent reductions pursuant to our purchase and sale agreement with Benchmark Assisted Living, L.L.C. (“Benchmark”) (as assignee) and our Master Agreement with Genesis Health
Ventures, Inc. Genesis HealthCare Corporation and certain of their related entities (collectively “Genesis”). See “Note 4-Restructuring Agreements” of the Notes to Consolidated Financial Statements. In 2003, we received various payments from Genesis for the restructuring of certain leases and various other concessions. These payments were classified as deferred revenue as of December 31, 2003. No liability for deferred revenue existed as of December 31, 2004, as the leases were assumed at fair value in connection with the acquisition of ElderTrust.
The decrease in interest and other income is primarily attributable to lower cash balances on hand during 2004.
Expenses
Interest expense includes approximately $37,000 and $391,000 of amortized deferred financing costs for the years ended December 31, 2004 and 2003, respectively. As a result of the ElderTrust acquisition, the previous deferred financing costs are no longer recorded on our Consolidated Balance Sheet. Accordingly, no additional amortization expense occurred subsequent to February 5, 2004. The decrease in interest expense is primarily due to lower debt principal balances during 2004 as compared to 2003.
Intercompany interest relates to the $7.5 million promissory note entered into in April 2004 with Ventas Realty. Under the terms of this note, interest is paid quarterly at an annual rate of 8.0%.
The decrease in general, administrative and professional fees is primarily attributable to how costs were allocated by our general partner during 2004 as compared to 2003 due to the ownership change. Specifically, the following expense items were the primary cause of the decrease: salaries and other employee benefits were lower by $0.8 million, acquisition and transitional costs decreased by $0.9 million and audit fees and rent were both lower by $0.1 million.
During the year ended December 31, 2003, we recognized approximately $1.3 million of severance expense related to the resignation of our former chief executive officer and president.
During the year ended December 31, 2003, we refinanced our indebtedness and incurred a gain from extinguishment of debt of $1.0 million in conjunction with the refinancing.
During the year ended December 31, 2003, we recovered approximately $0.9 million of previously written-off receivables.
Discontinued Operations
Discontinued operations for the year ended December 31, 2003 represents the operating results of one medical office building that was sold in March 2003, one seniors housing facility that was sold in August 2003, six other properties that were sold to Genesis in conjunction with our Master Agreement with Genesis and the operating results for the seniors housing facility sold in the fourth quarter of 2005. These transactions were completed in fourth quarter 2003, with the exception of one property, which closed in January 2004 and another property sold in October 2005. See “Note 5-Discontinued Operations” of the Notes to Consolidated Financial Statements.
Asset/Liability Management
Asset/liability management is a key element of our overall risk management program. The objective of asset/liability management is to support the achievement of business strategies while maintaining appropriate risk levels. The asset/liability management process focuses on a variety of risks, including market risk (primarily interest rate risk) and credit risk. Effective management of these risks is an important determinant of the absolute levels and variability of net income and net worth. The following discussion addresses our integrated management of assets and liabilities. We do not use derivative financial instruments for speculative or hedging purposes.
Market Risk
We receive revenue primarily by leasing our assets under long-term triple-net leases in which the rental rate is generally fixed with annual escalators, subject to certain limitations. Our notes payable and substantially all of our other mortgage indebtedness also bear interest at fixed rates. We do not utilize interest rate swaps or any other type of derivative financial instruments to mitigate interest rate risk.
For fixed rate debt, changes in interest rates generally affect the fair market value of the underlying indebtedness, but not earnings or cash flows. We generally cannot prepay fixed rate debt prior to maturity without a premium. Therefore, interest rate risk and changes in fair market value should not have a significant impact on our fixed rate debt until we are required to refinance such debt.
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 December 31, 2005 and 2004 (in thousands):
The fair market value of our fixed rate debt is based on current interest rates at which similar borrowings could be made by us. These sensitivity analyses are limited in that they were performed at a particular point in time and are subject to the accuracy of the various assumptions used.
We may borrow additional money with variable interest rates in the future. Increases in interest rates, therefore, would result in increases in interest expense, which could adversely affect our cash flow and our ability to pay our obligations.
Credit Risk
As of December 31, 2005, approximately 53.6% and 35.2% of our properties, based on their original cost, were operated by Genesis and Benchmark, respectively. Approximately 50.2% and 31.2% of our total rental income for the year ended December 31, 2005 were derived from leases with Genesis and Benchmark, respectively.
Accordingly, the financial condition of Genesis and Benchmark and their ability to meet our rent obligations will largely determine our rental revenues and our ability to make distributions to our partners. In addition, any failure by Genesis or Benchmark to effectively conduct its operations could have a material adverse effect on its business reputation or on its ability to enlist and maintain patients in its facilities. See “We are dependent on Genesis and Benchmark; Genesis’s or Benchmark’s inability or unwillingness to satisfy its obligations under its agreements with us could significantly harm us and our ability to service our indebtedness and other obligations,” included in Part I, Item 1A of this Annual Report on Form 10-K, and “Note 8-Concentration of Credit Risk” of the Notes to Consolidated Financial Statements. We monitor our credit risk under our lease agreements with our tenants by, among other things, (i) reviewing and analyzing information regarding the healthcare industry generally, publicly available information regarding tenants, and information provided by the tenants and borrowers under our lease and other agreements, and (ii) having periodic discussions with tenants, borrowers and their representatives.
Liquidity and Capital Resources
Cash Flows
During 2005, our principal sources of liquidity were cash flow from operations and proceeds from the disposition of real estate assets. We anticipate that cash flow from operations over the next twelve months will be adequate to fund our business operations, distributions to partners and debt amortization. Capital requirements for acquisitions may require funding from borrowings, assumption of debt from the seller, issuance of secured or unsecured long-term debt or other securities or contributions by our general partner.
We had cash and cash equivalents of $0.4 million and $1.2 million and restricted cash of $5.6 million and $6.7 million as of December 31, 2005 and 2004, respectively.
Net cash provided by operating activities was $8.1 million, $8.4 million and $26.0 million for the years ended December 31, 2005, 2004 and 2003, respectively. The decrease in 2005 primarily relates to changes in operating assets and liabilities. The decrease in 2004 is primarily due to decreased rents as a result of our restructuring agreements with Genesis and Benmark, which included a lease modification/restructuring and consent fee of $12.9 million in 2003. See “Note 5-Discontinued Operations” of the Notes to Consolidated Financial Statements.
Net cash provided by investing activities was $9.9 million, $2.7 million and $34.0 million for the years ended December 31, 2005, 2004 and 2003, respectively. The increase in cash flows in 2005 was primarily due to differences in proceeds received from the property sale in 2005 as compared to 2004. The decrease in cash flows in 2004 is primarily due to proceeds from one property sale in 2004, as compared to seven property sales in 2003.
Net cash used in financing activities was $18.7 million, $35.6 million and $41.7 million for the years ended December 31, 2005, 2004 and 2003, respectively. The decrease in 2005 is primarily the result of fewer distributions to our general partner during 2005. The decrease in 2004 is primarily the result of net debt payments of $37.6 million in 2003, compared to net debt issuance of $2.6 million in 2004. This was offset by higher distributions in 2004 of $38.2 million as compared to $3.9 million in 2003.
Mortgages and Bonds Payable
For a description of our long-term obligations, see “Note 9-Debt” of the Notes to Consolidated Financial Statements.
Debt Guarantees
We and certain of our direct and indirect wholly owned subsidiaries (the “ETOP Subsidiary Guarantors”) have provided full and unconditional guarantees, on a joint and several basis with Ventas and certain of Ventas’s other direct and indirect wholly owned subsidiaries, of the obligation to pay principal and interest with respect to the 8 3/4% Senior Notes due 2009, the 6 3/4% Senior Notes due 2010, the 9% Senior Notes due 2012, the 6 5/8% Senior Notes due 2014, the 7 1/8% Senior Notes due 2015 and the 6 1/2% Senior Notes due 2016 (collectively, the “Senior Notes”) issued by Ventas Realty and Ventas Capital Corporation, wholly owned subsidiaries of Ventas. The total aggregate principal amount of the Senior Notes outstanding as of December 31, 2005 was $1.1 billion. Certain of our other subsidiaries (the “ETOP Non-Guarantor Subsidiaries”) have not provided the guarantee of the Senior Notes and therefore are not directly obligated with respect to the Senior Notes.
Contractual and legal restrictions, including those contained in the instruments governing certain of the ETOP Non-Guarantor Subsidiaries’ outstanding indebtedness, may under certain circumstances restrict our ability to obtain cash from the ETOP Non-Guarantor Subsidiaries for the purpose of satisfying our debt service obligations, including our guarantee of payment of principal and interest on the Senior Notes. Certain of the ETOP Subsidiary Guarantors’ properties are subject to mortgages.
Partner Distributions
The allocation of net income (loss), after the special allocation of depreciation and the low income housing tax credits associated with certain of our properties to the Class C limited partner and the Class D limited partners, is based on each partner’s pro rata share in proportion to its percentage interest as of the last day of the period for which such allocation is being made. Distributions are paid pro rata in proportion to each partner’s respective percentage interest on the partnership record date.
Other
In April 2004, we entered into a promissory note in the amount of $7.5 million with Ventas Realty. Under the terms of the note, interest is paid quarterly at an annual rate of 8.0% beginning on July 1, 2004. The note has a maturity date of December 31, 2013, at which time a principal balloon payment equal to the full amount of the note is due. As of December 31, 2005, the note had an outstanding balance of $7.5 million, and accrued interest was paid to Ventas Realty through December 31, 2005.
Except with respect to our office buildings, capital expenditures to maintain and improve the leased properties generally will be incurred by our tenants. Accordingly, we do not believe that we will incur any major expenditures in connection with the leased properties. After the terms of the leases expire, or in the event that the tenants are unable or unwilling to meet their obligations under the leases, we anticipate that any expenditures relating to the maintenance of leased properties for which we may become responsible will be funded by cash flows from operations or through contributions by our general partner, ElderTrust. To the extent that unanticipated expenditures or significant borrowings are required, our liquidity may be affected adversely.
Contractual Obligations
The following table summarizes the effect that minimum debt (which includes principal and interest payments) and other material noncancelable commitments are expected to have on our cash flow in future periods:
(1) Amounts represent contractual amounts due, including interest.
(2) Includes $33.1 million in balloon payments due in October and November 2009 on five loans.
ITEM 7A.
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk
The information set forth in Item 7 of this Annual Report on Form 10-K under “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Asset/Liability Management” is incorporated by reference into this Item 7A.
ITEM 8.
ITEM 8. Financial Statements and Supplementary Data
ElderTrust Operating Limited Partnership
Index to Consolidated Financial Statements and Financial Statement Schedule
Report of Independent Registered Public Accounting Firm
Report of KPMG LLP, Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2005 and 2004
Consolidated Statements of Income
Consolidated Statements of Partners’ Capital
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Consolidated Financial Statement Schedule
Schedule III - Real Estate and Accumulated Depreciation
Report of Independent Registered Public Accounting Firm
Partners and Board of Directors
ElderTrust Operating Limited Partnership
We have audited the accompanying consolidated balance sheet of ElderTrust Operating Limited Partnership (the Partnership) as of December 31, 2005 and 2004, and the related consolidated statements of income, partners’ capital, and cash flows for the year ended December 31, 2005 and for the period from February 5, 2004 through December 31, 2004. We have also audited the accompanying consolidated statements of income, partners’ capital, and cash flows of ElderTrust Operating Limited Partnership (the Predecessor) for the period from January 1, 2004 through February 4, 2004. Our audits also included the financial statement schedule listed in the Index. These financial statements and schedule are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Partnership’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Partnership at December 31, 2005 and 2004, and the consolidated results of its operations and its cash flows for the year ended December 31, 2005 and for the period from February 5, 2004 through December 31, 2004, and the consolidated results of operations and cash flows of the Predecessor for the period from January 1, 2004 through February 4, 2004, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements as a whole, presents fairly in all material respects the information set forth therein.
/s/ Ernst & Young LLP
Chicago, Illinois
March 22, 2006
Report of Independent Registered Public Accounting Firm
The Partners
ElderTrust Operating Limited Partnership:
We have audited the accompanying consolidated statements of income, partners’ capital, and cash flows of ElderTrust Operating Limited Partnership and subsidiaries for the year ended December 31, 2003. These consolidated financial statements are the responsibility of the partnership’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the results of operations and the cash flows of ElderTrust Operating Limited Partnership and subsidiaries for the year ended December 31, 2003, in conformity with U.S. generally accepted accounting principles.
/s/ KPMG LLP
McLean, Virginia
April 28, 2004, except as to
Notes 5 and 17, which are as of April 6, 2006
ELDERTRUST OPERATING LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEETS
December 31, 2005 and 2004
(In thousands)
See accompanying notes.
ELDERTRUST OPERATING LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per unit amounts)
See accompanying notes.
ELDERTRUST OPERATING LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL
(In thousands)
See accompanying notes.
ELDERTRUST OPERATING LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
See accompanying notes.
ELDERTRUST OPERATING LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1-Description of Partnership
ElderTrust Operating Limited Partnership (“ETOP” or the “Partnership”) is a limited partnership organized under the laws of the state of Delaware on July 30, 1997. The Partnership invests in seniors housing and other healthcare facilities, primarily skilled nursing facilities, assisted and independent living facilities and medical and other office buildings. ElderTrust, a Maryland real estate investment trust (“ElderTrust”), is the sole general partner of the Partnership. On February 5, 2004, ElderTrust became a wholly owned direct subsidiary of Ventas, Inc. (“Ventas”), a healthcare real estate investment trust based in Louisville, Kentucky, whose common stock is publicly traded on the New York Stock Exchange. See “Note 3-Merger of ElderTrust.” All references to periods prior to February 5, 2004 refer to the activities of the Partnership’s predecessor (the “ETOP Predecessor”).
Prior to September 2002, the Partnership had investments in four unconsolidated entities, which were accounted for under the equity method. As of September 30, 2002, the Partnership had acquired the remaining interest in three of these entities. The Partnership acquired the remaining interest in the fourth entity at the beginning of the first quarter 2003.
As of December 31, 2005, the Partnership’s consolidated assets included seventeen properties, located in three states, consisting of nine seniors housing facilities, five skilled nursing facilities, two medical office buildings and a financial office building with an aggregate carrying value of $145.2 million. With the exception of the office buildings, the properties are leased back to third-party healthcare providers, generally under “triple-net” or “absolute-net” leases, which require the tenants to pay all property-related expenses.
As of December 31, 2005, approximately 53.6% and 35.2% of the Partnership’s real estate properties, based on their original cost, were leased to or managed by Genesis HealthCare Corporation and certain of its related entities (collectively “Genesis”) and Benchmark Assisted Living, LLC (“Benchmark”), respectively. As a result of these relationships, the Partnership’s revenues and ability to meet its obligations depend, in significant part, upon the ability of Genesis and Benchmark to meet their respective lease obligations. Any failure of Genesis or Benchmark to continue its operations and/or continue to make lease payments to the Partnership could have a significant adverse impact on the Partnership’s operations and cash flows. See “Note 8- Concentration of Credit Risk” for additional information.
Note 2-Summary of Significant Accounting Policies
Basis of Presentation
The consolidated financial statements include the accounts of ElderTrust Operating Limited Partnership and all of its direct and indirect wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.
The purchase method of accounting was used to record the Partnership’s assets acquired and liabilities assumed by ElderTrust on February 5, 2004, the date on which Ventas acquired ElderTrust. Such accounting generally results in increased amortization and depreciation reported in future periods. Accordingly, the accompanying consolidated financial statements of the ETOP Predecessor and the Partnership are not comparable in all material respects since those consolidated financial statements report financial position, results of operations and cash flows of these two separate entities.
ELDERTRUST OPERATING LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Segment Reporting
The Partnership operates through one reportable segment, investment in real estate. Its primary business consists of financing, owning and leasing healthcare-related and seniors housing facilities and leasing or subleasing those facilities to third parties, primarily Genesis and Benchmark. See “Note 8-Concentration of Credit Risk.” Substantially all of the Partnership’s leases are triple-net leases, which require the tenants to pay all property-related expenses. With the exception of the three office buildings, the Partnership does not operate its facilities nor does it allocate capital to maintain its properties. Substantially all depreciation and interest expenses reflected in the Consolidated Statements of Income relate to the Partnership’s investment in real estate.
Accounting Estimates
The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions 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 rental revenues and expenses during the reporting period. Actual results could differ from those estimates.
Reclassifications
Certain prior year amounts have been reclassified to conform to the current year presentation.
Revenue Recognition
The Partnership recognizes revenue as earned over the terms of the related leases, which are treated as operating leases. Real estate properties are leased to operators primarily on a long-term triple-net lease basis. Two of the Partnership’s leases provide for rents based on a specific percentage of facility operating revenues with no required minimum rent (“percentage rent leases”). In 2003, a majority of the leases with Genesis were restructured to include a base rent, increasing by the greater of 1.5% or one-half of the percentage increase in the Consumer Price Index (“CPI”) for the immediately preceding year. Other remaining leases provide for base rent, increasing each year by the lesser of 5% of the increase in facility revenues for the immediately preceding year or one-half of the percentage increase in the CPI for the immediately preceding year (“minimum rent leases”). All three types of leases are triple-net leases that require the lessees to pay all operating expenses, taxes, insurance, maintenance and other costs, including a portion of capitalized expenditures. The remaining leases (“fixed rent leases”) are with tenants in medical office and other buildings and provide for specific annual rents, subject to annual increases in some of the leases.
Lease payments are recognized as revenue in accordance with lease terms. Certain of the leases provide for scheduled annual rent increases. The Partnership reports base rental revenue on these leases using the straight-line method over the term of the respective leases. The Partnership records an unbilled rent receivable or payable representing the amount that the straight-line rental revenue exceeds or reduces the rent currently collectible under the lease agreements. For purchase accounting purposes, the straight-line amount was computed from February 5, 2004.
The Partnership recognizes income from rent, lease termination fees and other income once all of the following criteria are met in accordance with Securities and Exchange Commission (the “Commission”) Staff Accounting Bulletin 104: (i) the agreement has been fully executed and delivered; (ii) services have been rendered; (iii) the amount is fixed or determinable; and (iv) the collectibility is reasonably assured.
Cash Equivalents
Cash equivalents consist of highly liquid investments with a maturity date of three months or less when purchased. These investments are stated at cost, which approximates fair value.
ELDERTRUST OPERATING LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Restricted Cash
Restricted cash primarily consists of amounts held by the Partnership to provide for future real estate tax and insurance expenditures and tenant improvements or amounts committed for various utility deposits and security deposits paid to us by third parties.
Long-Lived Assets
Investments in real estate properties are recorded at cost. The Partnership accounts for acquisitions using the purchase method of accounting. The cost of the properties acquired is allocated among tangible land, buildings and equipment and recognized intangibles based upon estimated fair values in accordance with the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 141, “Business Combinations.” The Partnership estimates fair values of the components of assets acquired as of the acquisition date or engages a third party appraiser as necessary. Recognized intangibles, if any, include the value of acquired lease contracts and related customer relationships.
The Partnership’s method for determining fair value varies with the categorization of the asset acquired. The Partnership estimates the fair value of its buildings on an as-if-vacant basis, and depreciates the building value over the estimated remaining life of the building. The Partnership determines the allocated value of other fixed assets based upon the replacement cost and depreciates such value over their estimated remaining useful lives. The Partnership determines the value of land either based on real estate tax assessed values in relation to the total value of the asset, internal analyses of recently acquired and existing comparable properties within the Partnership’s portfolio or third party appraisals. The fair value of in-place leases, if any, reflects (i) above and below market leases, if any, determined by discounting the difference between the estimated current market rent and the in-place rentals, the resulting intangible asset of which is amortized to rental revenue over the remaining life of the associated lease plus any fixed rate renewal periods, if applicable, (ii) the estimated value of the cost to obtain tenants, including tenant allowances, tenant improvements and leasing commissions, which is amortized over the remaining life of the associated lease, and (iii) an estimated value of the absorption period to reflect the value of the rents and recovery costs foregone during a reasonable lease-up period, as if the acquired space was vacant, which is amortized over the remaining life of the associated lease. The Partnership also estimates the value of tenant or other customer relationships acquired by considering the nature and extent of existing business relationships with the tenant, growth prospects for developing new business with such tenant, such tenant’s credit quality, expectations of lease renewals with such tenant, and the potential for significant, additional future leasing arrangements with such tenant. The Partnership amortizes such value, if any, over the expected term of the associated arrangements or leases, which would include the remaining lives of the related leases and any expected renewal periods. No value was ascribed to intangibles in the ElderTrust acquisition.
Depreciation for buildings is recorded on a straight-line basis, using estimated useful lives determined to be 30 years at the date of the ElderTrust acquisition. Prior to the ElderTrust acquisition, the ETOP Predecessor used an estimated useful life of 28.5 years.
Impairment of Long-Lived Assets
The Partnership periodically evaluates its long-lived assets, primarily consisting of investments in real estate, for impairment indicators. If indicators of impairment are present, the Partnership evaluates the carrying value of the related real estate investments in relation to the future undiscounted cash flows of the underlying operations. The Partnership adjusts the net book value of leased properties and other long-lived assets to fair value, if the sum of the expected future cash flow or sales proceeds is less than book value. An impairment loss is recognized at the time it makes any such adjustment. Future events could occur which would cause the Partnership to conclude that impairment indicators exist and an impairment loss is warranted.
ELDERTRUST OPERATING LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Deferred Financing Costs
Deferred financing costs, included in other assets on the Consolidated Balance Sheet, are incurred in the process of obtaining financing for the Partnership. The Partnership amortizes these costs, as a component of interest expense, over the terms of the related borrowing using a method that approximates the interest method. Amortization of these costs was approximately $42,000 and $391,000 for the years ended December 31, 2004 and 2003, respectively. As of December 31, 2005 and 2004, the Partnership had no deferred financing costs on its Consolidated Balance Sheet.
Deferred Rent and Consent Fees
In 2003, the Partnership received various payments from Genesis for the restructuring of certain leases and various other concessions. These payments related to prospective changes in the related leases, including reductions in monthly rental amounts, changes to lease termination dates, and changes to the lease guarantor. Accordingly, the cash received in consideration of these modifications is recognized in rental income on a straight-line basis over the life of the respective leases. See “Note 4-Restructuring Agreements.” No liability for deferred revenue existed as of December 31, 2004, as the leases were assumed at fair value in connection with the ElderTrust acquisition.
Allocation of Net Income and Cash Distributions
The allocation of net income for the Class A general and limited partnership units and the Class C limited partnership units is based on each unit’s pro rata share in proportion to its respective percentage interest as of the last day of the period for which such allocation is being made. The allocation of net income for the Class D limited partnership units is equal to the distributions to those partners during the period for which such allocation is being made.
Distributions are paid to Class C and Class D limited partners based on the General Partner declaring and paying a dividend on its outstanding common stock. Each Class C unit’s distribution is computed by multiplying a Conversion Factor (as defined in the Limited Partnership Agreement) with the dividend rate used for the General Partner’s common stock. Each Class D unit’s distribution is equal to the rate used for the General Partner’s common stock. Other distributions made by the Partnership to the Class A limited and general partners are allocated based on a pro rata proportion to each partner’s respective percentage interest on the distribution date.
Discontinued Operations
The results of operations and gain/(loss) on real estate properties sold or held for sale are reflected in the Consolidated Statements of Income as “discontinued operations” for all periods presented.
Income Taxes
The Partnership is not subject to federal or state income taxes. The taxable income or loss is passed through to the holders of partnership interests for inclusion on their applicable income tax returns.
ELDERTRUST OPERATING LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 3-Merger of ElderTrust
On February 5, 2004, Ventas acquired all of the outstanding common shares of ElderTrust in an all-cash transaction valued at $184.0 million. At the close of the ElderTrust acquisition, ElderTrust had approximately $33.5 million in unrestricted and restricted cash. After transaction costs, the net investment of the ElderTrust acquisition was approximately $160.0 million. Concurrent with the consummation of the ElderTrust acquisition, Ventas also purchased all of the limited partnership units in the Partnership then held by third parties at $12.50 per unit, other than 31,455 Class C limited partnership units, which remain outstanding. The Partnership owns directly or indirectly all of the ElderTrust properties.
Ventas accounted for the ElderTrust acquisition under the purchase method. As a result, the Partnership’s assets and liabilities were adjusted to reflect the fair value as of the date of the acquisition. The following table summarizes the assets acquired and liabilities assumed by the general partner of the Partnership on February 5, 2004 (in millions):
Note 4-Restructuring Agreements
In 2003, the Partnership entered into an agreement with Genesis to restructure their business relationship in contemplation of Genesis Health’s spin-off of its ElderCare division, which leased certain of the Partnership’s assets. The spin-off was completed on December 1, 2003.
Transactions Under the Crozer/Genesis Agreement
In August 2003, the Partnership completed the restructuring of lease transactions with Crozer/Genesis ElderCare Limited Partnership (“Crozer”), including the satisfaction of its $14 million, non-recourse loan secured by two of the Partnership’s properties for a cash payment of $11.5 million. This transaction resulted in gain on debt extinguishment of $2.5 million, $0.6 million which is included in discontinued operations and $1.9 million which is included in gain on debt extinguishment in the Consolidated Statement of Income for the year ended December 31, 2003. Under the terms of the agreements with Crozer, one property was sold to Genesis for $2.6 million, and the annual rent on the other property was reduced to $656,000 per year in exchange for a one-time payment by Genesis of $2.5 million. The Partnership recorded an impairment charge on the sold property of $1.8 million upon the determination that the property was held for sale and a gain of approximately $0.6 million corresponding to the amount of debt forgiven by the lender in connection with the satisfaction of the related mortgage loan when the property was sold.
Additionally, the leases with respect to three other properties were extended for approximately 12 years, and certain other changes were made to the leases, including, but not limited to, elimination and return of the security deposits, the addition of a lease coverage ratio test of at least 1.25:1, and the addition of lease guarantees by Genesis Health Ventures, Inc. The leases are guaranteed by Genesis HealthCare Corporation (“Genesis HealthCare”) subsequent to the spin-off.
ELDERTRUST OPERATING LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Transactions under the Genesis Master Agreement and the Benchmark Agreement
In September 2003, the Partnership entered into a definitive Master Agreement with Genesis (the “Genesis Agreement”) and a purchase and sale agreement with Genesis Eldercare Partnership of New England, L.P. (“NDNE”) (the “Benchmark Agreement”). Under the terms of the Benchmark Agreement, the Partnership received $5.0 million in exchange for various lease modifications. Under the agreement, NDNE assigned its leasehold interests in four properties to Benchmark, annual rents under the leases were reduced by approximately $1.4 million per year and terms of the leases were extended ten years to 2013. Additionally, Benchmark has the option to acquire on the fifth and tenth lease anniversary dates three of the properties, and an option to acquire the fourth property at any time during the lease term. The leases have limited guarantees equal to one year’s rent provided by AEW Partners IV, a significant investor in Benchmark.
Under the terms of the Genesis Agreement, in October 2003 the Partnership sold one property to Genesis for approximately $10.3 million. Annual rentals under the modified leases on two properties were reduced by $0.7 million and the terms of the leases were extended through 2012 in exchange for a cash payment of approximately $2.6 million.
In November 2003, Genesis purchased the Partnership’s ownership interest in Meridian, which is the prime lessee on seven properties subleased to Genesis and accounted for by the Partnership as capital leases (“Meridian 7”) for approximately $93.4 million, including $18.0 million in cash and the assumption by Genesis of approximately $75.4 million of debt and lease obligations.
In December 2003, the Partnership sold three properties to Genesis for approximately $1.5 million, $3.4 million and $4.6 million, including the transfer of approximately $3.7 million of mortgage debt to Genesis, respectively.
In January 2004, the Partnership sold a final property to Genesis for approximately $5.1 million, including the assumption of debt of $2.4 million.
In addition to the transactions listed above, Genesis agreed to pay a $5.0 million consent fee to the Partnership immediately upon completion of the spin-off. Following the spin-off, the Partnership changed the guarantor from Genesis Health to Genesis HealthCare on the six remaining leases with Genesis, and made certain other modifications to those leases. The Partnership received $4.7 million during December 2003 with the balance ($0.3 million) being paid upon the completion of the sales transaction in January 2004.
There can be no assurance that Genesis and Benchmark will have sufficient assets, income and access to financing to enable them to satisfy their obligations under their respective leases. The inability or unwillingness of Genesis or Benchmark to satisfy its obligations under its lease could have a material adverse effect on the business, financial condition, results of operations and liquidity of the Partnership and its ability to service its indebtedness and other obligations.
Note 5-Discontinued Operations
In 2005, the Partnership completed the sale of one seniors housing facility for approximately $9.9 million in net cash proceeds and recognized a net gain on sale of approximately $5.1 million. In addition, the tenant paid the Partnership a lease termination fee of approximately $0.2 million.
ELDERTRUST OPERATING LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In September 2003, the Partnership entered into the Genesis Agreement with Genesis. Under the terms of the Genesis Agreement, five properties were sold to Genesis. Among other transactions, Genesis purchased the ownership interest in the Partnership’s subsidiary, ET Sub-Meridian Limited Partnership, L.L.P. (Meridian), that is the prime lessee on seven properties currently subleased to Genesis and accounted for by the Partnership as capital leases (Meridian 7). All 12 of these properties were accounted for as discontinued operations at December 31, 2003. All of these transactions were completed in the fourth quarter of 2003 with the exception of one property, which closed in January 2004.
In August 2003, the Harston Hall property, located in Flourtown, Pennsylvania, was sold to Genesis for approximately $2.6 million. The $14.0 million non-recourse debt secured by this property and one additional property was satisfied in full for a payment of $11.5 million prior to the sale. The extinguishment of the Harston Hall portion of the debt resulted in a gain of $0.6 million, which is included in discontinued operations.
The Salisbury Medical Office Building (“SMOB”), located in Salisbury, Maryland, was classified as held for sale in June 2002. In March 2003, the Partnership sold SMOB for approximately $1.0 million. These proceeds were used to pay off the $1.0 million of debt secured by the property.
Set forth below is a summary of the results of operations of these sold facilities during the years ended December 31, 2005, 2004 and 2003:
Note 6-Real Estate Investments
As of December 31, 2005, the Partnership owned seventeen real estate properties located in three states. The properties include nine seniors housing facilities with a total of 879 beds, five skilled nursing facilities with a total of 781 beds and three office buildings.
ELDERTRUST OPERATING LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2005, future minimum lease payments were as follows (in thousands):
Note 7-Investment in Affiliates
On June 7, 2005, Ventas acquired all of the outstanding common shares of Provident Senior Living Trust (together with its subsidiaries, “Provident”) in a transaction valued at $1.2 billion. Provident conducted all of its business through its operating partnership, PSLT OP, L.P. (“PSLT OP”). At the same time, the Partnership acquired all of the limited partnership units in PSLT OP that were not owned by Provident. Each unit in PSLT OP was exchanged for 0.8022 units of a new class of partnership interests (the “Class D limited partnership units”), resulting in the issuance of an aggregate of 345,147 Class D limited partnership units, representing 4.1% of the Partnership’s equity interests. The Class D limited partnership units are redeemable on a one-for-one basis (subject to adjustment upon the occurrence of certain events) into shares of Ventas common stock. Our ownership of PSLT OP is accounted for under the cost method of accounting. The Partnership invested $9.0 million in PSLT OP, which is recorded as investment in affiliates in the Consolidated Balance Sheet as of December 31, 2005.
Note 8-Concentration of Credit Risk
The Partnership’s consolidated revenues are based primarily on the revenues derived from Genesis and Benchmark. Revenues from continuing operations recorded by the Partnership under leases with Genesis were approximately $8.2 million in each of 2005 and 2004 and $9.3 million in 2003. Revenues from Genesis, which includes discontinued operations, were approximately $20.2 million in 2003. Revenues from Benchmark were approximately $5.1 million, $5.2 million and $6.1 million in 2005, 2004 and 2003, respectively.
Genesis HealthCare is subject to the reporting requirements of the Commission and is required to file with the Commission annual reports containing audited financial information and quarterly reports containing unaudited financial information. The information related to Genesis HealthCare contained or referred to in this Annual Report on Form 10-K is derived from filings made by Genesis HealthCare with the Commission or other publicly available information, or has been provided to the Partnership by Genesis HealthCare. The Partnership has not verified this information either through an independent investigation or by reviewing Genesis HealthCare public filings. The Partnership has no reason to believe that this information is inaccurate in any material respect, but the Partnership cannot assure you that all of this information is accurate. Genesis HealthCare filings with the Commission can be found at the Commission’s website at www.sec.gov. The Partnership is providing this data for informational purposes only, and encourages readers to obtain Genesis HealthCare publicly available filings from the Commission.
ELDERTRUST OPERATING LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 9-Debt
The following is a summary of mortgages and bonds payable at December 31, 2005 and 2004, with the net book value (NBV) of the assets mortgaged for the applicable properties (dollars in thousands):
(a) The repayment of principal and interest on these loans is non-recourse to the Partnership.
(b) The stated interest rates on these mortgages are higher than the effective interest rates because the loans were adjusted to market rates upon the acquisition of the ETOP Predecessor.
The Partnership’s weighted average effective interest rate on mortgages and bonds payable was 7.74% and 7.45% at December 31, 2005 and 2004, respectively.
ELDERTRUST OPERATING LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Scheduled principal payments and bond sinking fund requirements are as follows (in thousands):
Note 10-Note Payable to Affiliate
In April 2004, the Partnership entered into a promissory note in the amount of $7.5 million with Ventas Realty, Limited Partnership, a wholly owned subsidiary of Ventas. Under the terms of the note, interest is paid quarterly at an annual rate of 8.0% beginning on July 1, 2004. The note has a maturity date of December 31, 2013, at which time a principal balloon payment equal to the full amount of the note is due. As of December 31, 2005, the note had an outstanding balance of $7.5 million.
Note 11-Operating Lease
The Partnership leases its former corporate office space from a third party under an operating lease, which expires on September 30, 2007. Under the lease agreement, the Partnership pays base rent plus its portion of real estate taxes, common area maintenance and operation for the building based upon the ratio of square footage of the leased premises to the square footage of the building. Rent expense may be increased annually based on increases in those operating expenses. Rent expense is recorded on a straight-line basis over the term of the lease agreement. Future minimum rental payments are as follows (in thousands):
In June 2004, the Partnership entered into a sublease with a third party for the remaining term of the lease. Future minimum sublease receipts are as follows (in thousands):
Rent expense, which is recorded on a straight-line basis over the term of the lease, and is net of sublease rental income, was approximately $45,000, $67,000, $172,000 for 2005, 2004 and 2003, respectively.
Note 12-Fair Values of Financial Instruments
The carrying amount of cash and cash equivalents, restricted cash and accounts receivable approximates fair value based on the short-term nature of these investments.
The carrying amount of the Partnership’s variable rate mortgage payable at December 31, 2005 approximates fair value because the borrowings are at variable interest rates. The fair values of the Partnership’s fixed rate debt at December 31, 2005 are estimated by discounting the future cash flows using current interest rates at which similar borrowings could be made by the Partnership. The fair value of the Partnership’s fixed rate debt at December 31, 2005 and 2004 was $79.8 million and $85.5 million, respectfully.
ELDERTRUST OPERATING LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 13-Quarterly Financial Information (Unaudited)
The following quarterly financial data summarize the unaudited quarterly results from continuing operations for the years ended December 31, 2005 and 2004:
(1) The amounts presented for the three months ended March 31, 2005, June 30, 2005 and September 30, 2005 are not equal to the same amounts previously reported in the Partnership’s quarterly reports on Form 10-Q for each period as a result of discontinued operations consisting of a property sold in the fourth quarter 2005. The following is a reconciliation to the amounts previously reported in the Form 10-Q:
ELDERTRUST OPERATING LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) The amounts presented for the three months ended March 31, 2004, June 30, 2004 and September 30, 2004 are not equal to the same amounts previously reported in the Partnership’s quarterly reports on Form 10-Q for each period as a result of discontinued operations consisting of a property sold in the fourth quarter 2005. The following is a reconciliation to the amounts previously reported in the Form 10-Q:
ELDERTRUST OPERATING LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 14-Related Party Transactions
On February 5, 2004, the Partnership exercised its option to acquire its former president and chief executive officer’s 1% ownership interest in ET Sub-Vernon Court, LLC, a consolidated subsidiary of the Partnership, for approximately $3,000.
In accordance with the Limited Partnership Agreement, the General Partner uses an allocation method for its general, administrative and professional fees and charges these to the Partnership on a quarterly basis. This allocation method is based on the Partnership’s total revenues in relation to the consolidated revenues of the General Partner. Other direct expenses are incurred by the Partnership and expensed at the time incurred. Approximately 91.4% and 80.4% of the Partnership’s consolidated general, administrative and professional fees for the year ended December 31, 2005 and the period from February 5, 2004 through December 31, 2004, respectively, related to this allocation.
Note 15-Partnership Units
Ventas, directly or indirectly through the general partner, owned 8,207,847 units or approximately 97.4% of the total outstanding partnership units at December 31, 2005. The remaining ownership interests were held by third parties.
Subject to certain limitations in the Partnership’s Second Amended and Restated Agreement of Limited Partnership, as amended, the Class C limited partner has the right to require the redemption of its units at any time at a price per unit equal to 51.10% of the value of a share of Ventas common stock on the date of redemption. However, in lieu of such redemption, ElderTrust, the Partnership’s general partner, has the right to elect to acquire the units directly from the limited partner, in exchange for cash or its common shares. The Class D limited partners have the right to require the redemption of their units at any time in exchange for one share of Ventas common stock per Class D unit, subject to adjustment upon certain events.
ELDERTRUST OPERATING LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 16-Supplemental Non Cash Information
Supplemental non cash information is as follows (in thousands):
Note 17-Condensed Consolidating Information
The Partnership and certain of the Partnership’s direct and indirect wholly owned subsidiaries (the “ETOP Subsidiary Guarantors”), have provided full and unconditional guarantees, on a joint and several basis with Ventas and certain of Ventas’s direct and indirect wholly owned subsidiaries, of the obligation to pay principal and interest with respect to the 8 3/4% Senior Notes due 2009, the 9% Senior Notes due 2012, and the 6 5/8% Senior Notes due 2014, the 6 3/4% Senior Notes due 2010, the 7 1/8% Senior Notes due 2015 and the 6 1/2% Senior Notes due 2016 (collectively, the “Senior Notes”) issued by Ventas Realty, Limited Partnership and Ventas Capital Corporation (collectively, the “Ventas Issuers”), wholly owned subsidiaries of Ventas. The total aggregate principal amount of Senior Notes outstanding as of December 31, 2005 was $1.1 billion. Certain of the Partnership’s other subsidiaries (the “ETOP Non-Guarantor Subsidiaries”) have not provided the guarantee of the Senior Notes and therefore are not directly obligated with respect to the Senior Notes.
Contractual and legal restrictions, including those contained in the instruments governing certain of the ETOP Non-Guarantor Subsidiaries’ outstanding indebtedness, may under certain circumstances restrict the Partnership’s ability to obtain cash from the ETOP Non-Guarantor Subsidiaries for the purpose of satisfying the Partnership’s debt service obligations, including the Partnership’s guarantee of payment of principal and interest on the Senior Notes. Certain of the ETOP Subsidiary Guarantors’ properties are subject to mortgages.
For comparative purposes, the Condensed Consolidating Financial Statements for the periods prior to the ElderTrust acquisition are presented as “Predecessor Company” financial statements.
CONDENSED CONSOLIDATING BALANCE SHEET
As of December 31, 2005
CONDENSED CONSOLIDATING BALANCE SHEET
As of December 31, 2004
CONDENSED CONSOLIDATING STATEMENT OF INCOME
For the year ended December 31, 2005
CONDENSED CONSOLIDATING STATEMENT OF INCOME
For the period from February 5, 2004 through December 31, 2004
PREDECESSOR COMPANY CONDENSED CONSOLIDATING STATEMENT OF INCOME
For the period from January 1, 2004 through February 4, 2004
PREDECESSOR COMPANY CONDENSED CONSOLIDATING STATEMENT OF INCOME
For the year ended December 31, 2003
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the year ended December 31, 2005
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the period from February 5, 2004 through December 31, 2004
PREDECESSOR COMPANY CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the period from January 1, 2004 through February 4, 2004
PREDECESSOR COMPANY CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the year ended December 31, 2003
ELDERTRUST OPERATING LIMITED PARTNERSHIP
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2005
(Dollars in Thousands)
ELDERTRUST OPERATING LIMITED PARTNERSHIP
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2005
(In thousands)
ITEM 9.
ITEM 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Not applicable.
ITEM 9A.
ITEM 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We have established disclosure controls and procedures to ensure that material information relating to us is timely communicated to the officers who certify our financial reports and to other members of our management, including ElderTrust’s Board of Trustees.
Based upon their evaluation as of December 31, 2005, the Chief Executive Officer and Chief Financial Officer of ElderTrust, our general partner, have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are effective to ensure that information required to be disclosed by us in our Exchange Act filings is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms.
Changes in Internal Control Over Financial Reporting
During the fourth quarter of 2005, there were no changes in our internal control over financial reporting or in other factors that have materially affected, or are reasonably likely to materially affect, those controls.
ITEM 9B.
ITEM 9B. Other Information
Not applicable.
PART III
ITEM 10.
ITEM 10. Directors and Executive Officers of the Registrant
We have no directors or executive officers. We are managed by ElderTrust, our sole general partner. The trustee and executive officers of ElderTrust are listed in the following table:
T. Richard Riney has served as a Trustee of ElderTrust since February 5, 2004, the date of the ElderTrust acquisition.
ElderTrust is a direct wholly owned subsidiary of Ventas. Ventas has adopted a code of ethics that applies to its executive officers and the executive officers of Ventas’s subsidiaries, including ElderTrust. We do not have an audit committee, but rely on the Audit Committee of Ventas’s Board of Directors to perform similar functions for us. The additional information required by this Item 10 is incorporated by reference to Ventas’s definitive Proxy Statement for the 2006 Annual Meeting of Stockholders, which Ventas will file with the Commission not later than April 30, 2006.
ITEM 11.
ITEM 11. Executive Compensation
We have no directors or executive officers. We are managed by ElderTrust, our sole general partner. ElderTrust has not paid any compensation to its trustee or executive officers. ElderTrust is a direct wholly owned subsidiary of Ventas. The additional information required by this Item 11 is incorporated by reference to Ventas’s definitive Proxy Statement for the 2006 Annual Meeting of Stockholders, which Ventas will file with the Commission not later than April 30, 2006.
ITEM 12.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth certain information with respect to the beneficial ownership of our partnership interests as of March 24, 2006 by each person we know to be the beneficial owner of more than 5% of each class of our outstanding partnership interests. As of March 24, 2006, no trustee, director or executive officer of ElderTrust or Ventas beneficially owned any partnership interests. Each entity named in the table has sole voting power and sole investment power over the units beneficially owned by it.
(1) Consists of 7,873 Class A general partnership units held by ElderTrust, which is a wholly owned subsidiary of Ventas.
(2) Includes 7,776,573 Class A limited partnership units held by ElderTrust.
(3) Consists of 31,455 Class C limited partnership units held by ET Sub-Falls-Washington Street, LLC, which is a wholly owned subsidiary of Norland Plastics Company.
The additional information required by this Item 12 is incorporated by reference to Ventas’s definitive Proxy Statement for the 2006 Annual Meeting of Stockholders, which Ventas will file with the Commission not later than April 30, 2006.
ITEM 13.
ITEM 13. Certain Relationships and Related Transactions
The information required by this Item 13 is incorporated by reference to “Note 13-Related Party Transactions” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K and Ventas’s definitive Proxy Statement for the 2006 Annual Meeting of Stockholders, which Ventas will file with the Commission not later than April 30, 2006.
ITEM 14.
ITEM 14. Principal Accountant Fees and Services
Ernst & Young LLP has been our independent auditors since January 1, 2004 and has audited our consolidated financial statements for the period from January 1, 2004 through February 4, 2004, the period from February 5, 2004 through December 31, 2004 and the year ended December 31, 2005. Fees charged by Ernst & Young for the years ended December 31, 2005 and 2004 were as follows:
(1) The category of Audit Fees includes the aggregate fees billed for professional services rendered by Ernst & Young for the audit of our annual consolidated financial statements and review of the interim consolidated financial statements included in our Quarterly Reports on Form 10-Q.
The additional information required by this Item 14 is incorporated by reference to Ventas’s definitive Proxy Statement for the 2006 Annual Meeting of Stockholders, which Ventas will file with the Commission not later than April 30, 2006.
PART IV
ITEM 15.
ITEM 15. Exhibits and Financial Statement Schedules
Financial Statements and Financial Statement Schedules
The following documents have been included in Part II, Item 8 of this Annual Report on Form 10-K:
Report of Independent Registered Public Accounting Firm
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2005 and 2004
Consolidated Statements of Operations
Consolidated Statements of Partners’ Capital
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Consolidated Financial Statement Schedule
Schedule III-Real Estate and Accumulated Depreciation
All other schedules have been omitted because they are inapplicable, not required or the information is included elsewhere in the Consolidated Financial Statements or notes thereto.
Exhibits
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: April 6, 2006
ElderTrust Operating Limited Partnership
By: ElderTrust, its general partner
By:
/s/ Debra A. Cafaro
Debra A. Cafaro
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Debra A. Cafaro
Debra A. Cafaro
President and Chief Executive Officer
of ElderTrust, general partner of
ElderTrust Operating Limited
Partnership
(Principal Executive Officer)
April 6, 2006
/s/ Richard A. Schweinhart
Richard A. Schweinhart
Executive Vice President and Chief
Financial Officer of ElderTrust,
general partner of ElderTrust
Operating Limited Partnership
(Principal Financial Officer)
April 6, 2006
/s/ Robert J. Brehl
Robert J. Brehl
Chief Accounting Officer of
ElderTrust, general partner of
ElderTrust Operating Limited
Partnership
(Principal Accounting Officer)
April 6, 2006
/s/ T. Richard Riney
T. Richard Riney
Trustee of ElderTrust, general partner
of ElderTrust Operating Limited
Partnership
April 6, 2005
EXHIBIT INDEX
Exhibit
Number
Description of Document
Location of Document
23.2
Consent of KPMG LLP.
Filed herewith.
31.1
Certification of Debra A. Cafaro, President and Chief Executive Officer of ElderTrust, general partner of ElderTrust Operating Limited Partnership, pursuant to Rule 13a-14(a) under the Exchange Act.
Filed herewith.
31.2
Certification of Richard A. Schweinhart, Chief Financial Officer of ElderTrust, general partner of ElderTrust Operating Limited Partnership, pursuant to Rule 13a-14(a) under the Exchange Act.
Filed herewith.
32.1
Certification of Debra A. Cafaro, President and Chief Executive Officer of ElderTrust, general partner of ElderTrust Operating Limited Partnership, pursuant to Rule 13a-14(b) under the Exchange Act and 18 U.S.C. 1350.
Filed herewith.
32.2
Certification of Richard A. Schweinhart, Chief Financial Officer of ElderTrust, general partner of ElderTrust Operating Limited Partnership, pursuant to Rule 13a-14(b) under the Exchange Act and 18 U.S.C. 1350.
Filed herewith.