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Ventas, Inc. (VTR) SEC Filing 10-Q Quarterly Report for the period ending Thursday, September 30, 2021

SEC Filings

Ventas Inc

CIK: 740260 Ticker: VTR
Exhibit 99.1

 Ventas Reports 2021 Third Quarter Results

CHICAGO--(BUSINESS WIRE)--November 5, 2021--Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) today reported results for the third quarter ended September 30, 2021.

“Ventas’s high-quality diversified portfolio demonstrated strength in the third quarter of 2021 despite the challenges of COVID-19 and a tight labor market. We are pleased with the growth in our life science, medical office and healthcare triple net portfolios. We are also seeing sustained demand and revenue growth in our senior housing communities, with third quarter average occupancy up 230 basis points sequentially and eight consecutive months of occupancy growth through October,” said Debra A. Cafaro, Ventas Chairman and CEO.

“We continue to drive growth through $3.7 billion of completed and announced strategic investments in 2021, including our recent acquisition of 103 independent living communities owned by New Senior for a purchase price of $2.3 billion and the development of a $0.5 billion life science project anchored by University of California, Davis. We are committed to expanding our senior living, life science and medical office footprints through relationship-driven investments that enhance our portfolio and drive returns.

“Looking ahead, we are excited for the future of Ventas and expect a robust recovery in senior housing as we also capture the benefits of our completed investments and execute on our external growth opportunities,” Cafaro concluded.

Third Quarter 2021 Results

For the third quarter 2021, reported per share results were:

 

Quarter Ended September 30

 

2021

2020

$ Change

% Change

Net Income (Loss) Attributable to Common Stockholders

$0.16

$0.03

$0.13

433%

Nareit FFO Attributable to Common Stockholders (“Nareit FFO”)*

$0.58

$0.65

($0.07)

(11%)

Normalized FFO Attributable to Common Stockholders (“Normalized FFO”)*

$0.73

$0.75

($0.02)

(3%)

 

 

 

 

 

* This is a non-GAAP financial measure. Refer to the Non-GAAP Financial Measures Reconciliation tables at the end of this press release for additional information and a reconciliation to the most directly comparable GAAP measure.


The following information was filed by Ventas Inc (VTR) on Friday, November 5, 2021 as an 8K 2.02 statement, which is an earnings press release pertaining to results of operations and financial condition. It may be helpful to assess the quality of management by comparing the information in the press release to the information in the accompanying 10-Q Quarterly Report statement of earnings and operation as management may choose to highlight particular information in the press release.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2021
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSITION PERIOD FROM____________TO____________
Commission file number: 1-10989
Ventas, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware61-1055020
(State or Other Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification No.)
353 N. Clark Street, Suite 3300
Chicago, Illinois
60654
(Address of Principal Executive Offices)    
(877) 483-6827
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading SymbolName of Exchange on Which Registered
Common Stock $0.25 par value
VTRNew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes     No 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes     No 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company Emerging growth company  
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐    No 

As of November 4, 2021, there were 399,175,892 shares of the registrant’s common stock outstanding.
    



VENTAS, INC.
FORM 10-Q
INDEX
  Page
 
Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020
Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2021 and 2020
Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2021 and 2020
Consolidated Statements of Equity for the Three and Nine Months Ended September 30, 2021 and 2020
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2021 and 2020



PART I—FINANCIAL INFORMATION

ITEM 1.    CONSOLIDATED FINANCIAL STATEMENTS

VENTAS, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
As of September 30, 2021As of December 31, 2020
(In thousands, except per share amounts)
Assets
Real estate investments:  
Land and improvements$2,395,751 $2,261,415 
Buildings and improvements25,519,840 24,323,279 
Construction in progress298,982 265,748 
Acquired lease intangibles1,372,462 1,230,886 
Operating lease assets323,950 346,372 
29,910,985 28,427,700 
Accumulated depreciation and amortization(8,118,990)(7,877,665)
Net real estate property21,791,995 20,550,035 
Secured loans receivable and investments, net530,439 605,567 
Investments in unconsolidated real estate entities507,880 443,688 
Net real estate investments22,830,314 21,599,290 
Cash and cash equivalents143,770 413,327 
Escrow deposits and restricted cash52,752 38,313 
Goodwill1,046,070 1,051,650 
Assets held for sale316,769 9,608 
Deferred income tax assets, net11,496 9,987 
Other assets643,253 807,229 
Total assets$25,044,424 $23,929,404 
Liabilities and equity  
Liabilities:  
Senior notes payable and other debt$12,078,835 $11,895,412 
Accrued interest90,013 111,444 
Operating lease liabilities199,551 209,917 
Accounts payable and other liabilities1,142,822 1,133,066 
Liabilities related to assets held for sale20,518 3,246 
Deferred income tax liabilities65,196 62,638 
Total liabilities13,596,935 13,415,723 
Redeemable OP unitholder and noncontrolling interests280,344 235,490 
Commitments and contingencies
Equity:  
Ventas stockholders’ equity:  
Preferred stock, $1.00 par value; 10,000 shares authorized, unissued
— — 
Common stock, $0.25 par value; 600,000 shares authorized, 399,177 and 374,609 shares issued at September 30, 2021 and December 31, 2020, respectively99,777 93,635 
Capital in excess of par value15,504,210 14,171,262 
Accumulated other comprehensive loss(67,601)(54,354)
Retained earnings (deficit)(4,459,630)(4,030,376)
Treasury stock, 1 and 0 shares at September 30, 2021 and December 31, 2020, respectively(40)— 
Total Ventas stockholders’ equity11,076,716 10,180,167 
Noncontrolling interests90,429 98,024 
Total equity11,167,145 10,278,191 
Total liabilities and equity$25,044,424 $23,929,404 
See accompanying notes.
1



VENTAS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
 For the Three Months Ended September 30,For the Nine Months Ended September 30,
 2021202020212020
(In thousands, except per share amounts)
Revenues  
Rental income:  
Triple-net leased$181,379 $156,136 $500,487 $527,238 
Office201,673 198,376 599,516 599,696 
383,052 354,512 1,100,003 1,126,934 
Resident fees and services558,039 541,322 1,622,641 1,667,421 
Office building and other services revenue5,841 3,868 16,172 10,669 
Income from loans and investments28,729 18,666 65,404 62,203 
Interest and other income417 572 1,343 6,965 
Total revenues976,078 918,940 2,805,563 2,874,192 
Expenses  
Interest108,816 115,505 329,634 355,333 
Depreciation and amortization313,596 249,366 878,444 847,797 
Property-level operating expenses:
Senior living453,659 422,653 1,296,301 1,265,362 
Office66,401 66,934 195,297 192,192 
Triple-net leased3,268 5,398 12,525 17,004 
523,328 494,985 1,504,123 1,474,558 
Office building services costs522 557 1,798 1,827 
General, administrative and professional fees30,259 32,081 101,156 100,621 
Loss on extinguishment of debt, net29,792 7,386 56,808 7,386 
Merger-related expenses and deal costs22,662 11,325 28,000 26,129 
Allowance on loans receivable and investments
(60)4,999 (9,021)34,654 
Other33,673 5,681 10,755 16,750 
Total expenses1,062,588 921,885 2,901,697 2,865,055 
(Loss) income before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests(86,510)(2,945)(96,134)9,137 
Income (loss) from unconsolidated entities2,772 865 7,289 (15,861)
Gain on real estate dispositions150,292 12,622 194,083 240,101 
Income tax (expense) benefit(3,780)3,195 (9,574)95,855 
Income from continuing operations62,774 13,737 95,664 329,232 
Net income62,774 13,737 95,664 329,232 
Net income attributable to noncontrolling interests2,094 986 5,802 534 
Net income attributable to common stockholders$60,680 $12,751 $89,862 $328,698 
Earnings per common share  
Basic:  
Income from continuing operations$0.16 $0.04 $0.25 $0.88 
Net income attributable to common stockholders0.16 0.03 0.24 0.88 
Diluted:    
Income from continuing operations$0.16 $0.04 $0.25 $0.88 
Net income attributable to common stockholders0.16 0.03 0.24 0.87 

See accompanying notes.
2


VENTAS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
 For the Three Months Ended September 30,For the Nine Months Ended September 30,
 2021202020212020
(In thousands)
Net income$62,774 $13,737 $95,664 $329,232 
Other comprehensive (loss) income:  
Foreign currency translation(2,763)7,907 (3,795)(4,942)
Unrealized (loss) gain on available for sale securities(13,638)10,431 (20,918)(9,828)
Derivative instruments4,578 1,714 13,389 (19,661)
Total other comprehensive (loss) income(11,823)20,052 (11,324)(34,431)
Comprehensive income50,951 33,789 84,340 294,801 
Comprehensive (loss) income attributable to noncontrolling interests(418)3,320 7,724 (3,419)
Comprehensive income attributable to common stockholders$51,369 $30,469 $76,616 $298,220 
   
See accompanying notes.
3


VENTAS, INC.
CONSOLIDATED STATEMENTS OF EQUITY
For the Three Months Ended September 30, 2021 and 2020
(Unaudited)
2019Common
Stock Par
Value
Capital in
Excess of
Par Value
Accumulated
Other
Comprehensive
Loss
Retained
Earnings
(Deficit)
Treasury
Stock
Total Ventas
Stockholders’
Equity
Noncontrolling
Interests
Total Equity
2019(In thousands, except per share amounts)
Balance at July 1, 2021$93,784 $14,187,577 $(58,290)$(4,340,052)$(320)$9,882,699 $101,205 $9,983,904 
Net income— — — 60,680 — 60,680 2,094 62,774 
Other comprehensive loss— — (9,311)— — (9,311)(2,512)(11,823)
Acquisition-related activity3,332 747,916 — — — 751,248 — 751,248 
Net change in noncontrolling interests
— (41,248)— — — (41,248)(10,358)(51,606)
Dividends to common stockholders—$0.45 per share
— — — (180,258)— (180,258)— (180,258)
Issuance of common stock for stock plans, restricted stock grants and other
2,661 606,620 — — 204 609,485 — 609,485 
Adjust redeemable OP unitholder interests to current fair value— 3,386 — — — 3,386 — 3,386 
Redemption of OP Units
— (41)— — 76 35 — 35 
Balance at September 30, 2021$99,777 $15,504,210 $(67,601)$(4,459,630)$(40)$11,076,716 $90,429 $11,167,145 
Balance at July 1, 2020$93,261 $14,118,119 $(82,761)$(3,816,460)$(947)$10,311,212 $88,698 $10,399,910 
Net income— — — 12,751 — 12,751 986 13,737 
Other comprehensive income— — 17,719 — — 17,719 2,333 20,052 
Net change in noncontrolling interests
— (6,173)— — — (6,173)(1,162)(7,335)
Dividends to common stockholders—$0.45 per share
— — — (166,738)— (166,738)— (166,738)
Issuance of common stock for stock plans, restricted stock grants and other206 42,074 — (2,200)(328)39,752 — 39,752 
Adjust redeemable OP unitholder
    interests to current fair value
— (11,669)— — — (11,669)— (11,669)
Redemption of OP Units
— (2)— — — (2)— (2)
Balance at September 30, 2020$93,467 $14,142,349 $(65,042)$(3,972,647)$(1,275)$10,196,852 $90,855 $10,287,707 

See accompanying notes.
4


VENTAS, INC.
CONSOLIDATED STATEMENTS OF EQUITY
For the Nine Months Ended September 30, 2021 and 2020
(Unaudited)
2019Common
Stock Par
Value
Capital in
Excess of
Par Value
Accumulated
Other
Comprehensive
Loss
Retained
Earnings
(Deficit)
Treasury
Stock
Total Ventas
Stockholders’
Equity
Noncontrolling
Interests
Total Equity
2021(In thousands, except per share amounts)
Balance at January 1, 2021$93,635 $14,171,262 $(54,354)$(4,030,376)$— $10,180,167 $98,024 $10,278,191 
Net income— — — 89,862 — 89,862 5,802 95,664 
Other comprehensive (loss) income— — (13,247)— — (13,247)1,923 (11,324)
Acquisition-related activity3,332 747,916 — — — 751,248 — 751,248 
Net change in noncontrolling interests
— (35,009)— — — (35,009)(15,320)(50,329)
Dividends to common stockholders—$1.3500 per share
— — — (519,116)— (519,116)— (519,116)
Issuance of common stock for stock plans, restricted stock grants and other
2,810 642,054 — — (116)644,748 — 644,748 
Adjust redeemable OP unitholder interests to current fair value
— (21,953)— — — (21,953)— (21,953)
Redemption of OP Units
— (60)— — 76 16 — 16 
Balance at September 30, 2021$99,777 $15,504,210 $(67,601)$(4,459,630)$(40)$11,076,716 $90,429 $11,167,145 
Balance at January 1, 2020$93,185 $14,056,453 $(34,564)$(3,669,050)$(132)$10,445,892 $99,560 $10,545,452 
Net income— — — 328,698 — 328,698 534 329,232 
Other comprehensive loss— — (30,478)— — (30,478)(3,953)(34,431)
Net change in noncontrolling interests
— (5,160)— — — (5,160)(5,286)(10,446)
Dividends to common stockholders—$1.6925 per share
— — — (631,346)— (631,346)— (631,346)
Issuance of common stock for stock plans, restricted stock grants and other
282 54,967 — (949)(1,143)53,157 — 53,157 
Adjust redeemable OP unitholder interests to current fair value
— 36,353 — — — 36,353 — 36,353 
Redemption of OP Units
— (264)— — — (264)— (264)
Balance at September 30, 2020$93,467 $14,142,349 $(65,042)$(3,972,647)$(1,275)$10,196,852 $90,855 $10,287,707 

See accompanying notes.

5


VENTAS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 For the Nine Months Ended September 30,
 20212020
(In thousands)
Cash flows from operating activities: 
Net income$95,664 $329,232 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization878,444 847,797 
Amortization of deferred revenue and lease intangibles, net(71,620)(25,343)
Other non-cash amortization14,686 15,211 
Allowance on loans receivable and investments
(9,021)34,654 
Stock-based compensation26,165 17,322 
Straight-lining of rental income(10,166)107,134 
Loss on extinguishment of debt, net56,808 7,386 
Gain on real estate dispositions(194,083)(240,101)
Gain on real estate loan investments(2,006)(167)
Income tax expense (benefit)4,656 (99,702)
(Income) loss from unconsolidated entities(7,279)15,869 
Distributions from unconsolidated entities9,466 2,960 
Other(830)15,615 
Changes in operating assets and liabilities:
Increase in other assets(49,051)(68,228)
Decrease in accrued interest(22,414)(12,975)
Increase in accounts payable and other liabilities40,896 207,749 
Net cash provided by operating activities760,315 1,154,413 
Cash flows from investing activities:  
Net investment in real estate property(1,103,210)(77,625)
Investment in loans receivable(384)(113,147)
Proceeds from real estate disposals497,303 682,604 
Proceeds from loans receivable302,700 106,966 
Development project expenditures(204,649)(309,967)
Capital expenditures(119,311)(94,407)
Distributions from unconsolidated entities17,847 — 
Investment in unconsolidated entities(107,140)(7,832)
Insurance proceeds for property damage claims501 33 
Net cash (used in) provided by investing activities(716,343)186,625 
Cash flows from financing activities:  
Net change in borrowings under revolving credit facilities(144,065)(74,144)
Net change in borrowings under commercial paper program369,943 (565,524)
Proceeds from debt914,879 657,557 
Repayment of debt(1,499,036)(127,528)
Purchase of noncontrolling interests(11,485)— 
Payment of deferred financing costs(23,608)(7,564)
Issuance of common stock, net617,438 36,395 
Cash distribution to common stockholders(506,972)(760,363)
Cash distribution to redeemable OP unitholders(5,400)(5,954)
Cash issued for redemption of OP Units(96)(575)
Contributions from noncontrolling interests35 1,138 
Distributions to noncontrolling interests(11,785)(9,666)
Proceeds from stock option exercises5,668 3,518 
Other(5,128)(4,989)
Net cash used in financing activities(299,612)(857,699)
Net (decrease) increase in cash, cash equivalents and restricted cash(255,640)483,339 
Effect of foreign currency translation522 (951)
Cash, cash equivalents and restricted cash at beginning of period451,640 146,102 
Cash, cash equivalents and restricted cash at end of period$196,522 $628,490 
See accompanying notes.
6


VENTAS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Unaudited)
 For the Nine Months Ended September 30,
 20212020
(In thousands)
Supplemental schedule of non-cash activities:  
Assets acquired and liabilities assumed from acquisitions and other:  
Real estate investments$1,317,617 $169,484 
Other assets 16,132 1,224 
Debt484,073 55,368 
Other liabilities97,960 2,707 
Deferred income tax liability— 337 
Noncontrolling interests468 20,259 
Equity issued751,248 — 
Equity issued for redemption of OP Units76 — 

See accompanying notes.
7

VENTAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


NOTE 1—DESCRIPTION OF BUSINESS

Ventas, Inc. (together with its consolidated subsidiaries, unless otherwise indicated or except where the context otherwise requires, “we,” “us” or “our”), an S&P 500 company, is a real estate investment trust (“REIT”) operating at the intersection of healthcare and real estate. We hold a highly diversified portfolio of senior housing, life science, research and innovation and healthcare properties located throughout the United States, Canada and the United Kingdom. As of September 30, 2021, we owned or had investments in approximately 1,300 properties (including properties classified as held for sale), consisting of senior housing communities, medical office buildings (“MOBs”), life science, research and innovation centers, inpatient rehabilitation facilities (“IRFs”) and long-term acute care facilities (“LTACs”) and health systems, which we generally refer to as “healthcare real estate.” Our company was originally founded in 1983 and is headquartered in Chicago, Illinois with additional corporate offices in Louisville, Kentucky and New York, New York.

We primarily invest in a diversified portfolio of healthcare real estate assets through wholly owned subsidiaries and other co-investment entities. We operate through three reportable business segments: triple-net leased properties, senior living operations, which we also refer to as SHOP, and office operations. See “Note 2 – Accounting Policies” and “Note 16 – Segment Information.” Our senior housing properties are either subject to triple-net leases, in which case they are included in our triple-net leased properties reportable business segment, or operated by independent third-party managers, in which case they are included in our senior living operations reportable business segment.

As of September 30, 2021, we leased a total of 354 properties (excluding properties within our office operations reportable business segment) to various healthcare operating companies under triple-net or absolute-net leases that obligate the tenants to pay all property-related expenses, including maintenance, utilities, repairs, taxes, insurance and capital expenditures. Our three largest tenants, Brookdale Senior Living Inc. (together with its subsidiaries, “Brookdale Senior Living”), Ardent Health Partners, LLC (together with its subsidiaries, “Ardent”) and Kindred Healthcare, LLC (together with its subsidiaries, “Kindred”) leased from us 121 properties, 12 properties and 32 properties, respectively, as of September 30, 2021.

As of September 30, 2021, pursuant to long-term management agreements, we engaged independent managers, such as Atria Senior Living, Inc. (“Atria”) and Sunrise Senior Living, LLC (together with its subsidiaries, “Sunrise”), to manage 551 senior housing communities in our senior living operations segment for us.

Through our Lillibridge Healthcare Services, Inc. subsidiary and our ownership interest in PMB Real Estate Services LLC, we also provide MOB management, leasing, marketing, facility development and advisory services to highly rated hospitals and health systems throughout the United States. In addition, from time to time, we make secured and non-mortgage loans and other investments relating to senior housing and healthcare operators or properties.

During fiscal 2020 and continuing into fiscal 2021, our business has been and continues to be impacted by both the COVID-19 pandemic itself, including actions taken to prevent the spread of the virus and its variants, and the ongoing consequences and effects of the pandemic on our business, including our senior housing business, and the broader economy.

We have not identified the COVID-19 pandemic, on its own, as a “triggering event” for purposes of evaluating impairment of real estate assets, goodwill and other intangibles, investments in unconsolidated entities and financial instruments. However, as of September 30, 2021, we considered the effect of the pandemic on certain of our assets and our ability to recover the respective carrying values of these assets. We applied our considerations to existing critical accounting policies that require us to make estimates and assumptions regarding future events that affect the reported amounts of assets and liabilities. We based our estimates on our experience and on assumptions we believe to be reasonable under the circumstances. For the nine months ended September 30, 2021 we recognized no COVID-19 related charges in our Consolidated Statements of Income.

The future impact of the COVID-19 pandemic and its ongoing consequences for the U.S. economy and our business remain highly uncertain. The extent of the pandemic’s continuing effect on our operational and financial performance will depend on a variety of factors, including the ultimate duration of the pandemic; the speed at which vaccines and other clinical treatments are successfully developed and deployed; the rate of acceptance of available vaccines, particularly among the residents and staff in our senior housing communities and the labor force more broadly; the impact of new variants of the virus and the effectiveness of vaccines and other clinical treatments against those variants; ongoing clinical experience, which may differ considerably across regions and fluctuate over time; the availability of ongoing government financial support to our business, tenants and operators; and the slope and pace of recovery of our senior housing business and the U.S. economy more generally. The pandemic and actions taken in response to the pandemic have had broad economic consequences, including for the labor market and global supply chain, which have affected and may continue to affect our business.
8

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)



NOTE 2—ACCOUNTING POLICIES

The accompanying Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information set forth in the Accounting Standards Codification (“ASC”), as published by the Financial Accounting Standards Board (“FASB”), and with the Securities and Exchange Commission (“SEC”) instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of results for the interim period have been included. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. The accompanying Consolidated Financial Statements and related notes should be read in conjunction with the audited Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 Annual Report”). Certain prior period amounts have been reclassified to conform to the current period presentation.

Principles of Consolidation

The accompanying Consolidated Financial Statements include our accounts and the accounts of our wholly owned subsidiaries and the joint venture entities over which we exercise control. All intercompany transactions and balances have been eliminated in consolidation, and our net earnings are reduced by the portion of net earnings attributable to noncontrolling interests.

GAAP requires us to identify entities for which control is achieved through means other than voting rights and to determine which business enterprise is the primary beneficiary of variable interest entities (“VIEs”). A VIE is broadly defined as an entity with one or more of the following characteristics: (a) the total equity investment at risk is insufficient to finance the entity’s activities without additional subordinated financial support; (b) as a group, the holders of the equity investment at risk lack (i) the ability to make decisions about the entity’s activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; and (c) the equity investors have voting rights that are not proportional to their economic interests, and substantially all of the entity’s activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. We consolidate our investment in a VIE when we determine that we are its primary beneficiary. We may change our original assessment of a VIE upon subsequent events such as the modification of contractual arrangements that affects the characteristics or adequacy of the entity’s equity investments at risk and the disposition of all or a portion of an interest held by the primary beneficiary.

We identify the primary beneficiary of a VIE as the enterprise that has both: (i) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance; and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the entity. We perform this analysis on an ongoing basis.

As it relates to investments in joint ventures, GAAP may preclude consolidation by the sole general partner in certain circumstances based on the type of rights held by the limited partner or partners. We assess limited partners’ rights and their impact on our consolidation conclusions, and we reassess if there is a change to the terms or in the exercisability of the rights of the limited partners, the sole general partner increases or decreases its ownership of limited partnership (“LP”) interests or there is an increase or decrease in the number of outstanding LP interests. We also apply this guidance to managing member interests in limited liability companies (“LLCs”).

We consolidate several VIEs that share the following common characteristics:

the VIE is in the legal form of an LP or LLC;
the VIE was designed to own and manage its underlying real estate investments;
we are the general partner or managing member of the VIE;
we own a majority of the voting interests in the VIE;
a minority of voting interests in the VIE are owned by external third parties, unrelated to us;
the minority owners do not have substantive kick-out or participating rights in the VIE; and
we are the primary beneficiary of the VIE.

We have separately identified certain special purpose entities that were established to allow investments in life science, research and innovation projects by tax credit investors (“TCIs”). We have determined that these special purpose entities are VIEs, we are a holder of variable interests and we are the primary beneficiary of the VIEs, and therefore we consolidate these
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special purpose entities. Our primary beneficiary determination is based upon several factors, including but not limited to the rights we have in directing the activities which most significantly impact the VIEs’ economic performance as well as certain guarantees which protect the TCIs from losses should a tax credit recapture event occur.

In general, the assets of consolidated VIEs are available only for the settlement of the obligations of the respective entities. Unless otherwise required by the LP or LLC agreement, any mortgage loans of the consolidated VIEs are non-recourse to us. The table below summarizes the total assets and liabilities of our consolidated VIEs as reported on our Consolidated Balance Sheets.
September 30, 2021December 31, 2020
Total AssetsTotal LiabilitiesTotal AssetsTotal Liabilities
(In thousands)
NHP/PMB L.P.$750,455 $253,675 $649,128 $238,168 
Other identified VIEs4,016,054 1,673,060 4,095,102 1,653,036 
Tax credit VIEs461,065 105,525 614,490 204,746 

Investments in Unconsolidated Entities

We report investments in unconsolidated entities over whose operating and financial policies we have the ability to exercise significant influence under the equity method of accounting. We adjust our investment in unconsolidated entities for additional contributions made, distributions received as well as our share of the investee’s earnings or losses which is included in our Consolidated Statements of Income.

We base the initial carrying value of investments in unconsolidated entities on the fair value of the assets at the time we acquired the joint venture interest. We estimate fair values for our equity method investments based on discounted cash flow models that include all estimated cash inflows and outflows over a specified holding period and, where applicable, any estimated debt premiums or discounts. The capitalization rates, discount rates and credit spreads we use in these models are based upon assumptions that we believe to be within a reasonable range of current market rates for the respective investments.

We generally amortize any difference between our cost basis and the basis reflected at the joint venture level, if any, over the lives of the related assets and liabilities and include that amortization in our share of income or loss from unconsolidated entities. For earnings of equity method investments with pro rata distribution allocations, net income or loss is allocated between the partners in the joint venture based on their respective stated ownership percentages. In other instances, net income or loss may be allocated between the partners in the joint venture based on the hypothetical liquidation at book value method (the “HLBV method”). Under the HLBV method, net income or loss is allocated between the partners based on the difference between each partner’s claim on the net assets of the joint venture at the end and beginning of the period, after taking into account contributions and distributions. Each partner’s share of the net assets of the joint venture is calculated as the amount that the partner would receive if the joint venture were to liquidate all of its assets at net book value and distribute the resulting cash to creditors and partners in accordance with their respective priorities. Under the HLBV method, in any given period, we could record more or less income than the joint venture has generated, than actual cash distributions we receive or than the amount we may receive in the event of an actual liquidation.

Redeemable OP Unitholder and Noncontrolling Interests

We own a majority interest in NHP/PMB L.P. (“NHP/PMB”), a limited partnership formed in 2008 to acquire properties from entities affiliated with Pacific Medical Buildings LLC (“PMB”). Given our wholly owned subsidiary is the general partner and the primary beneficiary of NHP/PMB, we consolidate NHP/PMB as a VIE. As of September 30, 2021, third party investors owned 3.9 million Class A limited partnership units in NHP/PMB (“OP Units”), which represented 34% of the total units then outstanding, and we owned 7.5 million Class B limited partnership units in NHP/PMB, representing the remaining 66%. The OP Units may be redeemed at any time at the election of the holder for cash or, at our option, 0.9051 shares of our common stock per OP Unit, subject to adjustment in certain circumstances. We are party by assumption to a registration rights agreement with the holders of the OP Units that requires us, subject to the terms and conditions and certain exceptions set forth therein, to file and maintain a registration statement relating to the issuance of shares of our common stock upon redemption of OP Units.

In September, NHP/PMB completed the buy-out of PMB’s interest in the newly developed Sutter Van Ness Medical Office Building. In connection with that transaction, NHP/PMB issued 0.6 million OP Units to third party investors.
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The OP Units are classified outside of permanent equity on our Consolidated Balance Sheets because they may be redeemed by third parties under circumstances that are outside of our control. We reflect the OP Units at the greater of cost or redemption value. As of September 30, 2021 and December 31, 2020, the fair value of the OP Units was $194.4 million and $146.0 million, respectively. We recognize changes in fair value through capital in excess of par value, net of cash distributions paid and purchases by us of any OP Units. Our diluted earnings per share includes the effect of any potential shares outstanding from redemption of the OP Units.

Certain noncontrolling interests of other consolidated joint ventures were also classified as redeemable at September 30, 2021 and December 31, 2020. We record the carrying amount of these noncontrolling interests at the greater of their initial carrying amount (increased or decreased for the noncontrolling interests’ share of net income or loss and distributions) or the redemption value, which is primarily based on the fair value of the underlying real estate asset. Our joint venture partners have certain redemption rights with respect to their noncontrolling interests in these joint ventures that are outside of our control, and the redeemable noncontrolling interests are classified outside of permanent equity on our Consolidated Balance Sheets. We recognize changes in the carrying value of redeemable noncontrolling interests through capital in excess of par value.

Noncontrolling Interests

Excluding the redeemable noncontrolling interests described above, we present the portion of any equity that we do not own in entities that we control (and thus consolidate) as noncontrolling interests and classify those interests as a component of consolidated equity, separate from total Ventas stockholders’ equity, on our Consolidated Balance Sheets. For consolidated joint ventures with pro rata distribution allocations, net income or loss, and comprehensive income, is allocated between the joint venture partners based on their respective stated ownership percentages. In other cases, net income or loss is allocated between the joint venture partners based on the HLBV method. We account for purchases or sales of equity interests that do not result in a change of control as equity transactions, through capital in excess of par value. We include net income attributable to the noncontrolling interests in net income in our Consolidated Statements of Income and we include the noncontrolling interests share of comprehensive income in our Consolidated Statements of Comprehensive Income.

Accounting for Historic and New Markets Tax Credits

For certain of our life science, research and innovation centers, we are party to contractual arrangements with TCIs that were established to enable the TCIs to receive benefits of historic tax credits (“HTCs”), new markets tax credits (“NMTCs”) or both. As of September 30, 2021, we owned six properties that had syndicated HTCs or NMTCs, or both, to TCIs.

In general, TCIs invest cash into special purpose entities that invest in entities that own the subject property and generate the tax credits. The TCIs receive substantially all of the tax credits and hold only a nominal interest in the economic risk and benefits of the special purpose entities.

HTCs are delivered to the TCIs upon substantial completion of the project. NMTCs are allowed for up to 39% of a qualified investment and are delivered to the TCIs after the investment has been funded and spent on a qualified business. HTCs are subject to 20% recapture per year beginning one year after the completion of the historic rehabilitation of the subject property. NMTCs are subject to 100% recapture until the end of the seventh year following the qualifying investment. We have provided the TCIs with certain guarantees which protect the TCIs from losses should a tax credit recapture event occur. The contractual arrangements with the TCIs include a put/call provision whereby we may be obligated or entitled to repurchase the interest of the TCIs in the special purpose entities at the end of the tax credit recapture period. We anticipate that either the TCIs will exercise their put rights or we will exercise our call rights prior to the applicable tax credit recapture periods.

The portion of the TCI’s investment that is attributed to the put is recorded at fair value at inception in accounts payable and other liabilities on our Consolidated Balance Sheets, and is accreted to the expected put price as interest expense in our Consolidated Statements of Income over the recapture period. The remaining balance of the TCI’s investment is initially recorded in accounts payable and other liabilities on our Consolidated Balance Sheets and will be relieved upon delivery of the tax credit to the TCI, as a reduction in the carrying value of the subject property, net of allocated expenses. Direct and incremental costs incurred in structuring the transaction are deferred and will be recognized as an increase in the cost basis of the subject property upon the recognition of the related tax credit as discussed above.

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Accounting for Real Estate Acquisitions

When we acquire real estate, we first make reasonable judgments about whether the transaction involves an asset or a business. Our real estate acquisitions are generally accounted for as asset acquisitions as substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. Regardless of whether an acquisition is considered a business combination or an asset acquisition, we record the cost of the businesses or assets acquired as tangible and intangible assets and liabilities based upon their estimated fair values as of the acquisition date.

We estimate the fair value of buildings acquired on an as-if-vacant basis or replacement cost basis and depreciate the building value over the estimated remaining life of the building, generally not to exceed 35 years. We determine the fair value of other fixed assets, such as site improvements and furniture, fixtures and equipment, based upon the replacement cost and depreciate such value over the assets’ estimated remaining useful lives as determined at the applicable acquisition date. We determine the value of land either by considering the sales prices of similar properties in recent transactions or based on internal analyses of recently acquired and existing comparable properties within our portfolio. We generally determine the value of construction in progress based upon the replacement cost. However, for certain acquired properties that are part of a ground-up development, we determine fair value by using the same valuation approach as for all other properties and deducting the estimated cost to complete the development. During the remaining construction period, we capitalize project costs until the development has reached substantial completion. Construction in progress, including capitalized interest, is not depreciated until the development has reached substantial completion.

Intangibles primarily include the value of in-place leases and acquired lease contracts. We include all lease-related intangible assets and liabilities within acquired lease intangibles and accounts payable and other liabilities, respectively, on our Consolidated Balance Sheets.

The fair value of acquired lease-related intangibles, if any, reflects: (i) the estimated value of any above or below market leases, determined by discounting the difference between the estimated market rent and in-place lease rent; and (ii) the estimated value of in-place leases related to the cost to obtain tenants, including leasing commissions, and an estimated value of the absorption period to reflect the value of the rent and recovery costs foregone during a reasonable lease-up period as if the acquired space was vacant. We amortize any acquired lease-related intangibles to revenue or amortization expense over the remaining life of the associated lease plus any assumed bargain renewal periods. If a lease is terminated prior to its stated expiration or not renewed upon expiration, we recognize all unamortized amounts of lease-related intangibles associated with that lease in operations over the shortened lease term.

We estimate the fair value of purchase option intangible assets and liabilities, if any, by discounting the difference between the applicable property’s acquisition date fair value and an estimate of its future option price. We do not amortize the resulting intangible asset or liability over the term of the lease, but rather adjust the recognized value of the asset or liability upon sale.

In connection with an acquisition, we may assume rights and obligations under certain lease agreements pursuant to which we become the lessee of a given property. We generally assume the lease classification previously determined by the prior lessee absent a modification in the assumed lease agreement. We assess assumed operating leases, including ground leases, to determine whether the lease terms are favorable or unfavorable to us given current market conditions on the acquisition date. To the extent the lease terms are favorable or unfavorable to us relative to market conditions on the acquisition date, we recognize an intangible asset or liability at fair value and amortize that asset or liability to interest or rental expense in our Consolidated Statements of Income over the applicable lease term. Where we are the lessee, we record the acquisition date values of leases, including any above or below market value, within operating lease assets and operating lease liabilities on our Consolidated Balance Sheets.

We estimate the fair value of noncontrolling interests assumed consistent with the manner in which we value all of the underlying assets and liabilities.

We calculate the fair value of long-term assumed debt by discounting the remaining contractual cash flows on each instrument at the current market rate for those borrowings, which we approximate based on the rate at which we would expect to incur a replacement instrument on the date of acquisition, and recognize any fair value adjustments related to long-term debt as effective yield adjustments over the remaining term of the instrument.

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Fair Values of Financial Instruments

Fair value is a market-based measurement, not an entity-specific measurement, and we determine fair value based on the assumptions that we expect market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, GAAP establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within levels one and two of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within level three of the hierarchy).

Level one inputs utilize unadjusted quoted prices for identical assets or liabilities in active markets that we have the ability to access. Level two inputs are inputs other than quoted prices included in level one that are directly or indirectly observable for the asset or liability. Level two inputs may include quoted prices for similar assets and liabilities in active markets and other inputs for the asset or liability that are observable at commonly quoted intervals, such as interest rates, foreign exchange rates and yield curves. Level three inputs are unobservable inputs for the asset or liability, which typically are based on our own assumptions, because there is little, if any, related market activity. If the determination of the fair value measurement is based on inputs from different levels of the hierarchy, the level within which the entire fair value measurement falls is the lowest level input that is significant to the fair value measurement in its entirety. If the volume and level of market activity for an asset or liability has decreased significantly relative to the normal market activity for such asset or liability (or similar assets or liabilities), then transactions or quoted prices may not accurately reflect fair value. In addition, if there is evidence that a transaction for an asset or liability is not orderly, little, if any, weight is placed on that transaction price as an indicator of fair value. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

We use the following methods and assumptions in estimating the fair value of our financial instruments whose fair value is determined on a recurring basis.

Cash and cash equivalents - The carrying amount of unrestricted cash and cash equivalents reported on our Consolidated Balance Sheets approximates fair value due to the short maturity of these instruments.

Escrow deposits and restricted cash - The carrying amount of escrow deposits and restricted cash reported on our Consolidated Balance Sheets approximates fair value due to the short maturity of these instruments.

Loans receivable - We estimate the fair value of loans receivable using level two and level three inputs, including underlying asset performance and credit quality. We discount future cash flows using current interest rates at which similar loans with the same terms and length to maturity would be made to borrowers with similar credit ratings.

Available for sale securities - We estimate the fair value of marketable debt securities using level two inputs. We observe quoted prices for similar assets or liabilities in active markets that we have the ability to access. We estimate the fair value of certain government-sponsored pooled loan investments using level three inputs. We consider credit spreads, underlying asset performance and credit quality, and default rates.

Derivative instruments - With the assistance of a third party, we estimate the fair value of derivative instruments, including interest rate caps, interest rate swaps, and foreign currency forward contracts, using level two inputs.

Interest rate caps - We observe forward yield curves and other relevant information.

Interest rate swaps - We observe alternative financing rates derived from market-based financing rates, forward yield curves and discount rates.

Foreign currency forward contracts - We estimate the future values of the two currency tranches using forward exchange rates that are based on traded forward points and calculate a present value of the net amount using a discount factor based on observable traded interest rates.

Stock warrants - We estimate the fair value of stock warrants using level two inputs that are obtained from public sources. Inputs include equity spot price, dividend yield, volatility and risk-free rate.

Senior notes payable and other debt - We estimate the fair value of senior notes payable and other debt using level two inputs. We discount the future cash flows using current interest rates at which we could obtain similar
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
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borrowings. For mortgage debt, we may estimate fair value using level three inputs, similar to those used in determining fair value of loans receivable (above).

Redeemable OP unitholder interests - We estimate the fair value of our redeemable OP unitholder interests using level one inputs. We base fair value on the closing price of our common stock, as OP Units may be redeemed at the election of the holder for cash or, at our option, shares of our common stock, subject to adjustment in certain circumstances.

Impairment of Long-Lived and Intangible Assets

We periodically evaluate our long-lived assets, primarily consisting of investments in real estate, for impairment indicators. If indicators of impairment are present, we evaluate the carrying value of the related real estate investments in relation to the future undiscounted cash flows of the underlying operations. In performing this evaluation, we consider market conditions and our current intentions with respect to holding or disposing of the asset. We adjust the net book value of leased properties and other long-lived assets to fair value if the sum of the expected future undiscounted cash flows, including sales proceeds, is less than book value. We recognize an impairment loss at the time we make any such determination.

If impairment indicators arise with respect to intangible assets with finite useful lives, we evaluate impairment by comparing the carrying amount of the asset to the estimated future undiscounted net cash flows expected to be generated by the asset. If estimated future undiscounted net cash flows are less than the carrying amount of the asset, then we estimate the fair value of the asset and compare the estimated fair value to the intangible asset’s carrying value. We recognize any shortfall from carrying value as an impairment loss in the current period.

We evaluate our investments in unconsolidated entities for impairment at least annually, and whenever events or changes in circumstances indicate that the carrying value of our investment may exceed its fair value. If we determine that a decline in the fair value of our investment in an unconsolidated entity is other-than-temporary, and if such reduced fair value is below the carrying value, we record an impairment.

We test goodwill for impairment at least annually, and more frequently if indicators arise. We first assess qualitative factors, such as current macroeconomic conditions, state of the equity and capital markets and our overall financial and operating performance, to determine the likelihood that the fair value of a reporting unit is less than its carrying amount. If we determine it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we proceed with estimating the fair value of the reporting unit. A goodwill impairment, if any, will be recognized in the period it is determined and is measured as the amount by which a reporting unit’s carrying value exceeds its fair value.

Estimates of fair value used in our evaluation of goodwill (if necessary based on our qualitative assessment), investments in real estate, investments in unconsolidated entities and intangible assets are based upon discounted future cash flow projections or other acceptable valuation techniques that are based, in turn, upon all available evidence including level three inputs, such as revenue and expense growth rates, estimates of future cash flows, capitalization rates, discount rates, general economic conditions and trends, or other available market data such as replacement cost or comparable sales. Our ability to accurately predict future operating results and cash flows and to estimate and determine fair values impacts the timing and recognition of impairments. While we believe our assumptions are reasonable, changes in these assumptions may have a material impact on our financial results.

Revenue Recognition

Triple-Net Leased Properties and Office Operations

Certain of our triple-net leases and most of our MOB and life science, research and innovation centers (collectively, “office operations”) leases provide for periodic and determinable increases in base rent. We recognize base rental revenues under these leases on a straight-line basis over the applicable lease term when collectability of substantially all rents is probable. Recognizing rental income on a straight-line basis generally results in recognized revenues during the first half of a lease term exceeding the cash amounts contractually due from our tenants, creating a straight-line rent receivable that is included in other assets on our Consolidated Balance Sheets. At September 30, 2021 and December 31, 2020, this cumulative excess totaled $173.6 million and $169.7 million, respectively (excluding properties classified as held for sale).

Certain of our leases provide for periodic increases in base rent only if certain revenue parameters or other substantive contingencies are met. We recognize the increased rental revenue under these leases as the related parameters or contingencies are met, rather than on a straight-line basis over the applicable lease term.
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We assess the probability of collecting substantially all rents under our leases based on several factors, including, among other things, payment history, the financial strength of the tenant and any guarantors, the historical operations and operating trends of the property, the historical payment pattern of the tenant, the type of property, the value of the underlying collateral, if any, expected future performance of the property and current economic conditions. If our evaluation of these factors indicates it is not probable that we will be able to collect substantially all rents under the lease, we record a charge to rental income. If we change our conclusions regarding the probability of collecting rent payments required by a lease, we may recognize adjustments to rental income in the period we make such change in our conclusions.

Senior Living Operations

Our resident agreements are accounted for as leases and we recognize resident fees and services, other than move-in fees, monthly as services are provided. We recognize move-in fees on a straight-line basis over the average resident stay.

Other

We recognize interest income from loans and investments, including discounts and premiums, using the effective interest method when collectability is reasonably assured. We apply the effective interest method on a loan-by-loan basis and recognize discounts and premiums as yield adjustments over the related loan term. We evaluate collectability of accrued interest receivables separate from the amortized cost basis of our loans. As such, we recognize interest income on an impaired loan to the extent we believe accrued contractual interest payments are collectable. Otherwise interest income is recognized on a cash basis.

We evaluate a current estimate of all expected credit losses over the life of a financial instrument, which may result in recognition of credit losses on loans and other financial instruments before an actual event of default. We will establish reserves for any estimated credit losses with a corresponding charge to allowance on loans receivable and investments in our Consolidated Statements of Income. Subsequent changes in our estimate of credit losses may result in a corresponding increase or decrease to allowance on loans receivable and investments in our Consolidated Statements of Income.

Accounting for Leased Property

We lease real property, primarily land and corporate office space, and equipment, primarily vehicles at our senior housing communities. At lease inception, we establish an operating lease asset and operating lease liability calculated as the present value of future minimum lease payments. As our leases do not provide an implicit rate, we use a discount rate that approximates our incremental borrowing rate available at lease commencement to determine the present value. Our lease expense primarily consists of ground and corporate office leases. Ground lease expense is included in interest expense and corporate office lease expense is included in general, administrative and professional fees in our Consolidated Statements of Income.


NOTE 3—CONCENTRATION OF CREDIT RISK

As of September 30, 2021, Atria, Sunrise, Brookdale Senior Living, Ardent and Kindred managed or operated approximately 19.9%, 10.0%, 7.9%, 4.7% and 1.0%, respectively, of our consolidated real estate investments based on gross book value (excluding properties classified as held for sale as of September 30, 2021). Because Atria and Sunrise manage our properties in exchange for a management fee from us, we are not directly exposed to their credit risk in the same manner or to the same extent as triple-net tenants like Brookdale Senior Living, Ardent and Kindred.

Based on gross book value, approximately 14.3% and 52.4% of our consolidated real estate investments were senior housing communities included in the triple-net leased properties and senior living operations reportable business segments, respectively (excluding properties classified as held for sale as of September 30, 2021). MOBs, life science, research and innovation centers, IRFs and LTACs, health systems, skilled nursing facilities (“SNFs”) and secured loans receivable and investments collectively comprised the remaining 33.3%. Our consolidated properties were located in 47 states, the District of Columbia, seven Canadian provinces and the United Kingdom as of September 30, 2021, with properties in one state (California) accounting for more than 10% of our total consolidated revenues and net operating income (“NOI,” which is defined as total revenues, excluding interest and other income, less property-level operating expenses and office building services costs) for the three months then ended.

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Triple-Net Leased Properties

The properties we lease to Brookdale Senior Living, Ardent and Kindred account for a significant portion of our triple-net leased properties segment revenues and NOI and the following table reflects the concentration risk related to our triple-net leased properties for the periods presented:
 For the Three Months Ended September 30,
 20212020
Revenues (1):
  
Brookdale Senior Living3.8 %4.0 %
Ardent3.3 3.3 
Kindred3.5 3.6 
NOI:
Brookdale Senior Living8.2 %8.8 %
Ardent7.1 7.2 
Kindred7.5 7.8 

(1)Total revenues include office building and other services revenue, income from loans and investments and interest and other income.

Each of our leases with Brookdale Senior Living, Ardent and Kindred is a triple-net lease that obligates the tenant to pay all property-related expenses, including maintenance, utilities, repairs, taxes, insurance and capital expenditures, and to comply with the terms of the mortgage financing documents, if any, affecting the properties. In addition, each of our Brookdale Senior Living, Ardent and Kindred leases has a corporate guaranty.

Senior Living Operations

As of September 30, 2021, Atria and Sunrise, collectively, provided comprehensive property management and accounting services with respect to 279 of our 542 consolidated senior housing communities, for which we pay annual management fees pursuant to long-term management agreements.

We rely on our managers’ personnel, expertise, technical resources and information systems, proprietary information, good faith and judgment to manage our senior living operations efficiently and effectively. We also rely on our managers to set appropriate resident fees, provide accurate property-level financial results in a timely manner and otherwise operate our senior housing communities in compliance with the terms of our management agreements and all applicable laws and regulations.

Eclipse Senior Living and Pending Operator Transitions

We are in the process of transitioning the operation of 90 senior living communities owned by us and currently operated under management agreements with Eclipse Senior Living, Inc. (“ESL”) to various experienced operators. All of the planned transitions are expected to be completed by the end of 2021. ESL is expected to cease operation of its management business in 2022 following completion of the transitions. We expect to incur certain one-time transition costs and expenses in connection with the transitions. We cannot assure you that these transitions will be completed on the terms or timeline anticipated or at all.

Sale of Kindred and Related Transactions

In June 2021, Kindred and LifePoint Health (“LifePoint”) announced that they entered into a definitive agreement pursuant to which LifePoint would acquire Kindred (the “LifePoint-Kindred Acquisition”). Kindred and LifePoint subsequently announced that, following the closing of the LifePoint-Kindred Acquisition, they plan to organize into two separate healthcare companies, with LifePoint and Kindred’s assets being allocated between the two companies. Kindred and LifePoint have said that they expect to complete these transactions by the end of 2021, subject to the completion of regulatory approvals and satisfaction of customary closing conditions. Under our agreements with Kindred, we currently expect to receive a fee in connection with these transactions. We cannot otherwise predict what effect they may have on Kindred, our properties or our lease with Kindred.

    
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
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NOTE 4—ACQUISITIONS OF REAL ESTATE PROPERTY

We acquire and invest in senior housing, medical office buildings, life science, research and innovation centers and other healthcare properties primarily to achieve an expected yield on our investment, to grow and diversify our portfolio and revenue base, and to reduce our dependence on any single tenant, operator or manager, geographic location, asset type, business model or revenue source.

2021 Acquisitions

On September 21, 2021, we acquired New Senior Investment Group Inc. (“New Senior”) for a purchase price of $2.3 billion in an all-stock transaction pursuant to an Agreement and Plan of Merger dated as of June 28, 2021 (the “Merger Agreement”) by and among Ventas, Cadence Merger Sub LLC, our wholly owned subsidiary (“Merger Sub”), and New Senior. Under the Merger Agreement, on the acquisition date, Merger Sub merged with and into New Senior, with New Senior surviving the merger as our wholly owned subsidiary (the “New Senior Acquisition”). The New Senior Acquisition was valued at approximately $2.4 billion. We funded the transaction through the issuance of approximately 13.3 million shares of our common stock, with each New Senior stockholder receiving 0.1561 shares of Ventas common stock for each share of New Senior common stock that they owned immediately prior to the acquisition. In addition to the equity issuance, we funded the acquisition through the assumption of $482.5 million of New Senior mortgage debt and $1.1 billion of cash paid at closing. We accounted for this transaction as an asset acquisition and the financial results of New Senior have been included in our consolidated financial statements from the acquisition date.

Fourth Quarter Acquisitions

In November, we completed the approximately $180 million acquisition of six Canadian senior housing communities that will be operated under a management contract and the $58 million acquisition of a behavioral health center in Plano, Texas.


NOTE 5—DISPOSITIONS AND IMPAIRMENTS

2021 Activity
During the nine months ended September 30, 2021, we sold 27 MOBs and six triple-net leased properties for aggregate consideration of $497.3 million and recognized a gain on the sales of these assets of $194.1 million.

Assets Held for Sale

The table below summarizes our real estate assets classified as held for sale, including the amounts reported on our Consolidated Balance Sheets, which may include anticipated post-closing settlements of working capital for disposed properties.
As of September 30, 2021As of December 31, 2020
Number of Properties Held for SaleAssets Held for SaleLiabilities Related to Assets
Held for Sale
Number of Properties Held for SaleAssets Held for Sale Liabilities Related to Assets
Held for Sale
(Dollars in thousands)
Triple-Net Leased Properties$1,414 $621 $4,960 $2,690 
Office Operations (1)
12,813 2,096 — 15 101 
Senior Living Operations25 302,542 17,801 4,633 455 
Total32 $316,769 $20,518 $9,608 $3,246 

(1)2020 balances relate to anticipated post-closing settlements of working capital.

Real Estate Impairment

We recognized impairments of $173.0 million and $129.5 million, respectively, for the nine months ended September 30, 2021 and 2020, which are primarily recorded in depreciation and amortization in our Consolidated Statements of Income. The impairments recorded during 2021 were primarily the result of a change in our intent to hold the impaired assets. In most cases, we recognize an impairment in the periods in which our change in intent is made.
17

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)


NOTE 6—LOANS RECEIVABLE AND INVESTMENTS

As of September 30, 2021 and December 31, 2020, we had $594.4 million and $900.2 million, respectively, of net loans receivable and investments relating to senior housing and healthcare operators or properties. The following is a summary of our loans receivable and investments, net, including amortized cost, fair value and unrealized gains or losses on available for sale investments:    
Amortized CostAllowanceUnrealized GainCarrying AmountFair Value
(In thousands)
As of September 30, 2021:
Secured/mortgage loans and other, net$488,999 $— $— $488,999 $477,114 
Government-sponsored pooled loan investments, net (1)
38,443 — 2,996 41,440 41,440 
Total investments reported as secured loans receivable and investments, net
527,442 — 2,996 530,439 518,554 
Non-mortgage loans receivable, net (2)
69,618 (5,629)— 63,989 64,346 
Total loans receivable and investments, net$597,060 $(5,629)$2,996 $594,428 $582,900 
As of December 31, 2020:
Secured/mortgage loans and other, net$555,840 $— $— $555,840 $508,707 
Government-sponsored pooled loan investments, net55,154 (8,846)3,419 49,727 49,727 
Total investments reported as secured loans receivable and investments, net
610,994 (8,846)3,419 605,567 558,434 
Non-mortgage loans receivable, net74,700 (17,623)— 57,077 57,009 
Marketable debt securities213,334 — 24,219 237,553 237,553 
Total loans receivable and investments, net$899,028 $(26,469)$27,638 $900,197 $852,996 

(1)Investment in government-sponsored pool loans has a contractual maturity date in 2023.
(2)In October 2021, we received proceeds of $45.0 million in full repayment of a note from Brookdale Senior Living.

2021 Activity

In October 2021, we received proceeds of $45.0 million in full repayment of a cash pay note from Brookdale Senior Living. The note was issued to us in connection with the modification of our lease with Brookdale Senior Living in the third quarter of 2020.

In July 2021, we received $66 million from Holiday Retirement as repayment in full of secured notes which Holiday Retirement previously issued to us as part of a lease termination transaction entered into in April 2020.

In July 2021, we received aggregate proceeds of $224 million from the redemption of Ardent’s outstanding 9.75% Senior Notes due 2026 at a price equal to 107.313% of the principal amount of the notes, plus accrued and unpaid interest. The redemption resulted in a gain of $16.6 million which is recorded in income from loans and investments in our Consolidated Statements of Income. As of December 31, 2020, $23.0 million of unrealized gain related to these securities was included in accumulated other comprehensive income.

In April 2021, we received $19.2 million in full repayment of certain government-sponsored pooled loan investments. In the first quarter of 2021, prior to such repayment, we reversed an $8.8 million allowance we had previously recorded in 2020 on this investment with a corresponding adjustment to allowance on loans receivable and investments in our Consolidated Statements of Income. There was no impact to our Consolidated Statements of Income from the loan repayment.

During the first quarter of 2021, we received aggregate proceeds of $16.5 million for the redemption and sale of marketable debt securities, resulting in total gains of $1.0 million which is recorded in income from loans and investments in our Consolidated Statements of Income. As of December 31, 2020, $1.2 million of unrealized gain was presented within accumulated other comprehensive income related to these securities. These securities had a weighted average interest rate of 8.3% and were due to mature between 2024 and 2026.
18

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)


In March 2021, $11.9 million of previously reserved non-mortgage loans were forgiven. We derecognized both the amortized cost bases and allowances for these loans during the quarter ended March 31, 2021.


NOTE 7—INVESTMENTS IN UNCONSOLIDATED ENTITIES

We report investments in unconsolidated entities over whose operating and financial policies we have the ability to exercise significant influence under the equity method of accounting. We are not required to consolidate these entities because our joint venture partners have significant participating rights, nor are these entities considered VIEs, as they are controlled by equity holders with sufficient capital. We invest in both real estate entities and operating entities which are described further below.

Investments in Unconsolidated Real Estate Entities

Through our Ventas Investment Management Platform, which consolidates our extensive third-party capital ventures under a single brand and umbrella, we partner with third-party institutional investors to invest with us in healthcare real estate through various joint ventures and other co-investment vehicles where we are the sponsor or general partner. Below is a summary of our investments in unconsolidated real estate entities as of September 30, 2021 and December 31, 2020, respectively:
Ownership As of (1)
Carrying Amount As of
September 30, 2021December 31, 2020September 30, 2021December 31, 2020
(In thousands)
Investment in unconsolidated real estate entities:
Ventas Life Science & Healthcare Real Estate Fund21.1%22.9%$271,494 $279,983 
Pension Fund Joint Venture22.9%22.8%30,277 34,690 
Research & Innovation Development Joint Venture51.0%50.3%200,311 123,445 
Ventas Investment Management Platform502,082 438,118 
All other (2)
34.0%-50.0%
34.0%-50.0%
5,798 5,570 
Total investments in unconsolidated real estate entities$507,880 $443,688 
(1) The entities in which we have an ownership interest may have less than a 100% interest in the underlying real estate. The ownership percentages in the table reflect our interest in the underlying real estate. Joint venture members, including us in some instances, have equity participation rights based on the underlying performance of the investments which could result in non pro rata distributions.
(2) Includes investments in land parcels, parking structures and other de minimis investments in unconsolidated real estate entities.

In March 2021, the Ventas Life Science and Healthcare Real Estate Fund, L.P. (the “Ventas Fund”) acquired two Class-A life science properties in the Baltimore-DC life science cluster for $272 million, which increased assets under management of the Ventas Fund to $2.1 billion.

We provide various services to our unconsolidated real estate entities in exchange for fees and reimbursements. Total management fees earned in connection with these services were $3.2 million and $1.5 million for the three months ended September 30, 2021 and 2020, respectively, and $8.9 million and $3.9 million for the nine months ended September 30, 2021 and 2020, respectively. Such amounts are included in office building and other services revenue in our Consolidated Statements of Income.

Investments in Unconsolidated Operating Entities

We own investments in unconsolidated operating entities such as Ardent, Atria and ESL, which are included within other assets on our Consolidated Balance Sheets. Our 34% ownership interest in Atria entitles us to customary minority rights and protections, including the right to appoint two of six members to the Atria Board of Directors. Our 34% ownership interest in ESL entitles us to customary minority rights and protections, including the right to appoint two of six members to the ESL Board of Directors. ESL management owns the 66% controlling interest. Our 9.8% ownership interest in Ardent entitles us to customary minority rights and protections, including the right to appoint one of 11 members of the Ardent Board of Directors.
19

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)


NOTE 8—INTANGIBLES

The following is a summary of our intangibles:
 As of September 30, 2021As of December 31, 2020
 BalanceRemaining
Weighted Average
Amortization
Period in Years
BalanceRemaining
Weighted Average
Amortization
Period in Years
 (Dollars in thousands)
Intangible assets:    
Above market lease intangibles$137,166 6.0$140,096 6.4
In-place and other lease intangibles1,235,296 6.81,090,790 10.7
Goodwill1,046,070 N/A1,051,650 N/A
Other intangibles34,512 6.835,870 10.0
Accumulated amortization(921,399)N/A(941,462)N/A
Net intangible assets$1,531,645 6.8$1,376,944 10.3
Intangible liabilities:   
Below market lease intangibles$334,437 9.8$339,265 14.3
Other lease intangibles13,498 N/A13,498 N/A
Accumulated amortization(241,810)N/A(212,655)N/A
Purchase option intangibles3,568 N/A3,568 N/A
Net intangible liabilities$109,693 9.8$143,676 14.3

N/A—Not Applicable.

Above market lease intangibles and in-place and other lease intangibles are included in acquired lease intangibles within real estate investments on our Consolidated Balance Sheets. Other intangibles (including non-compete agreements, trade names and trademarks) are included in other assets on our Consolidated Balance Sheets. Below market lease intangibles, other lease intangibles and purchase option intangibles are included in accounts payable and other liabilities on our Consolidated Balance Sheets.


NOTE 9—OTHER ASSETS

The following is a summary of our other assets:
As of September 30, 2021As of December 31, 2020
 (In thousands)
Straight-line rent receivables$173,591 $169,711 
Non-mortgage loans receivable, net63,989 57,077 
Stock warrants68,884 50,098 
Marketable debt securities— 237,553 
Other intangibles, net7,474 4,659 
Investment in unconsolidated operating entities78,813 63,768 
Other250,502 224,363 
Total other assets$643,253 $807,229 

Stock warrants represent warrants exercisable at any time prior to December 31, 2025, in whole or in part, for 16.3 million shares of Brookdale Senior Living common stock at an exercise price of $3.00 per share. These warrants are measured at fair value with changes in fair value being recognized within other expense in our Consolidated Statements of Income.

20

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)

NOTE 10—SENIOR NOTES PAYABLE AND OTHER DEBT

The following is a summary of our senior notes payable and other debt:
As of September 30, 2021As of December 31, 2020
 (In thousands)
Unsecured revolving credit facility (1)
$49,141 $39,395 
Commercial paper notes370,000 — 
Secured revolving construction credit facility due 2022— 154,098 
Floating Rate Senior Notes, Series F due 2021 (2)
236,630 235,664 
3.25% Senior Notes due 2022
— 263,687 
3.30% Senior Notes, Series C due 2022 (2)
197,192 196,386 
Unsecured term loan due 2023200,000 200,000 
3.125% Senior Notes due 2023
— 400,000 
3.10% Senior Notes due 2023
— 400,000 
2.55% Senior Notes, Series D due 2023 (2)
216,911 216,025 
3.50% Senior Notes due 2024
400,000 400,000 
3.75% Senior Notes due 2024
400,000 400,000 
4.125% Senior Notes, Series B due 2024 (2)
197,192 196,386 
2.80% Senior Notes, Series E due 2024 (2)
473,261 471,328 
Unsecured term loan due 2025 (2)
394,384 392,773 
3.50% Senior Notes due 2025
600,000 600,000 
2.65% Senior Notes due 2025
450,000 450,000 
4.125% Senior Notes due 2026
500,000 500,000 
3.25% Senior Notes due 2026
450,000 450,000 
3.85% Senior Notes due 2027
400,000 400,000 
4.00% Senior Notes due 2028
650,000 650,000 
4.40% Senior Notes due 2029
750,000 750,000 
3.00% Senior Notes due 2030
650,000 650,000 
4.75% Senior Notes due 2030
500,000 500,000 
2.50% Senior Notes due 2031
500,000 — 
6.90% Senior Notes due 2037 (3)
52,400 52,400 
6.59% Senior Notes due 2038 (3)
22,823 22,823 
5.70% Senior Notes due 2043
300,000 300,000 
4.375% Senior Notes due 2045
300,000 300,000 
4.875% Senior Notes due 2049
300,000 300,000 
Mortgage loans and other2,582,812 2,092,106 
Total12,142,746 11,983,071 
Deferred financing costs, net(71,313)(68,343)
Unamortized fair value adjustment35,316 12,618 
Unamortized discounts(27,914)(31,934)
Senior notes payable and other debt$12,078,835 $11,895,412 

(1)As of September 30, 2021 and December 31, 2020, respectively, $23.3 million and $12.2 million of aggregate borrowings were denominated in Canadian dollars. Aggregate borrowings of $25.9 million and $27.2 million were denominated in British pounds as of September 30, 2021 and December 31, 2020, respectively.
(2)Canadian Dollar debt obligations shown in U.S. Dollars.
(3)Our 6.90% senior notes due 2037 are subject to repurchase at the option of the holders, at par, on October 1, 2027, and our 6.59% senior notes due 2038 are subject to repurchase at the option of the holders, at par, on July 7 in each of 2023 and 2028.

21

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)

Credit Facilities, Commercial Paper and Unsecured Term Loans

In January 2021, we entered into an amended and restated unsecured credit facility (the “New Credit Facility”) comprised of a $2.75 billion unsecured revolving credit facility initially priced at LIBOR plus 0.825% based on the Company’s debt rating. The New Credit Facility replaced our previous $3.0 billion unsecured revolving credit facility priced at 0.875%. The New Credit Facility matures in January 2025, but may be extended at our option, subject to the satisfaction of certain conditions, for two additional periods of six months each. The New Credit Facility also includes an accordion feature that permits us to increase our aggregate borrowing capacity thereunder to up to $3.75 billion, subject to the satisfaction of certain conditions.

As of September 30, 2021, we had $2.7 billion of undrawn capacity on our New Credit Facility with $49.1 million borrowings outstanding and an additional $24.9 million restricted to support outstanding letters of credit. We limit our use of the New Credit Facility, to the extent necessary, to support our commercial paper program when commercial paper notes are outstanding. As of September 30, 2021, we had $370.0 million of commercial paper outstanding.

Our wholly owned subsidiary, Ventas Realty, Limited Partnership (“Ventas Realty”), may issue from time to time unsecured commercial paper notes up to a maximum aggregate amount outstanding at any time of $1.0 billion. The notes are sold under customary terms in the U.S. commercial paper note market and are ranked pari passu with all of Ventas Realty’s other unsecured senior indebtedness. The notes are fully and unconditionally guaranteed by Ventas, Inc. As of September 30, 2021, we had $370.0 million in borrowings outstanding under our commercial paper program.

As of September 30, 2021, we had a $200.0 million unsecured term loan priced at LIBOR plus 0.90% that matures in 2023.  The term loan also includes an accordion feature that effectively permits us to increase our aggregate borrowings thereunder to up to $800.0 million.

As of September 30, 2021, we had a C$500 million unsecured term loan facility priced at Canadian Dollar Offered Rate (“CDOR”) plus 0.90% that matures in 2025.

During the three months ended September 30, 2021, we terminated the $400.0 million secured revolving construction credit facility, resulting in a loss on extinguishment of debt of $0.5 million for the three months ended September 30, 2021. There were no borrowings outstanding under the secured revolving construction credit facility as of September 30, 2021.

Senior Notes

In August 2021, Ventas Realty issued and sold $500.0 million aggregate principal amount of 2.50% senior notes due 2031 at 99.74% of par.

In August 2021, Ventas Realty issued a make whole notice of redemption for the entirety of the $400.0 million aggregate principal amount of 3.125% senior notes due 2023, resulting in a loss on extinguishment of debt of $20.9 million for the three months ended September 30, 2021. The redemption settled in September 2021, principally using cash on hand.

In July 2021, Ventas Realty and Ventas Capital Corporation issued a make whole notice of redemption for the entirety of the $263.7 million aggregate principal amount of 3.25% senior notes due 2022, resulting in a loss on extinguishment of debt of $8.2 million for the three months ended September 30, 2021. The redemption settled in August 2021, principally using cash on hand.

In February 2021, Ventas Realty issued a make whole notice of redemption for the entirety of the $400.0 million aggregate principal amount of 3.10% senior notes due January 2023, resulting in a loss on extinguishment of debt of $27.3 million for the three months ended March 31, 2021. The redemption settled in March 2021, principally using cash on hand.

Mortgages

In September 2021, we assumed $482.5 million in mortgage debt in connection with the New Senior Acquisition, including a $25.4 million fair value premium which will be amortized over the remaining term through interest expense in our Consolidated Statement of Income. See “Note 4 – Acquisitions Of Real Estate Property”.

22

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)

As of September 30, 2021, our indebtedness had the following maturities:
Principal Amount
Due at Maturity
Unsecured
Revolving Credit
Facility and Commercial Paper Notes (1)
Scheduled Periodic
Amortization
Total Maturities
 (In thousands)
2021$293,626 $370,000 $15,082 $678,708 
2022564,208 — 52,150 616,358 
2023810,886 — 38,684 849,570 
20241,636,695 — 32,915 1,669,610 
20252,045,971 49,141 26,761 2,121,873 
Thereafter6,077,692 — 128,935 6,206,627 
Total maturities$11,429,078 $419,141 $294,527 $12,142,746 

(1)At September 30, 2021, we had $275.4 million of borrowings outstanding under our unsecured revolving credit facility and commercial paper program, net of $143.8 million of unrestricted cash and cash equivalents.


NOTE 11—FAIR VALUES OF FINANCIAL INSTRUMENTS

The carrying amounts and fair values of our financial instruments were as follows:
 As of September 30, 2021As of December 31, 2020
 Carrying
Amount
Fair ValueCarrying
Amount
Fair Value
 (In thousands)
Assets:    
Cash and cash equivalents$143,770 $143,770 $413,327 $413,327 
Escrow deposits and restricted cash52,752 52,752 38,313 38,313 
Stock warrants68,884 68,884 50,098 50,098 
Secured mortgage loans and other, net488,999 477,114 555,840 508,707 
Non-mortgage loans receivable, net63,989 64,346 57,077 57,009 
Marketable debt securities
— — 237,553 237,553 
Government-sponsored pooled loan investments, net
41,440 41,440 49,727 49,727 
Derivative instruments763 763 
Liabilities:
Senior notes payable and other debt, gross12,142,746 13,040,731 11,983,071 13,075,337 
Derivative instruments16,286 16,286 28,338 28,338 
Redeemable OP Units194,424 194,424 145,983 145,983 
    
For a discussion of the assumptions considered, refer to “Note 2 – Accounting Policies.” The use of different market assumptions and estimation methodologies may have a material effect on the reported estimated fair value amounts. Accordingly, the estimates presented above are not necessarily indicative of the amounts we would realize in a current market exchange.


NOTE 12—LITIGATION

Litigation Related to the New Senior Acquisition

Following announcement of the New Senior Acquisition, purported stockholders of New Senior filed nine complaints relating thereto in federal district court against New Senior and New Senior’s board of directors (collectively, the “Federal Complaints”). One of the complaints also named Ventas and Merger Sub as a defendant. The Federal Complaints alleged violations of Section 14(a) and 20(a) of the Securities Exchange Act of 1934 (the “Act”). In addition, one purported stockholder
23

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)

of New Senior filed a lawsuit relating to the New Senior Acquisition in state court against New Senior, New Senior’s board of directors, and Ventas alleging fraudulent and negligent misrepresentation and concealment under New York law (the “State Court Action”). Ventas believes that the Federal Complaints and the State Court Action were without merit.

On September 7, 2021, without conceding that any further disclosures were required under applicable law, New Senior issued supplemental disclosures on a Form 8-K addressing certain of the alleged deficiencies in the proxy statement. Thereafter, between September 7, 2021 and the filing of this Quarterly Report on Form 10-Q, all of the Federal Complaints were dismissed and, without conceding any liability, and solely to reduce the risk of any potential disruption or delay to the closing of the New Senior Acquisition and to minimize potential cost and expense, New Senior, New Senior’s board and Ventas entered into a settlement of the State Court Action.

Other Litigation

From time to time, we are party to other various lawsuits, investigations, claims and other legal and regulatory proceedings arising in connection with our business. These legal and regulatory matters may include, among other things, professional liability and general liability claims, commercial liability claims, unfair business practice claims and employment claims, as well as regulatory proceedings, including proceedings related to our senior living operations, where we are typically the holder of the applicable healthcare license. In certain circumstances, regardless of whether we are a named party in a lawsuit, investigation, claim or other legal or regulatory proceeding, we may be contractually obligated to indemnify, defend and hold harmless our tenants, operators, managers or other third parties against, or may otherwise be responsible for, such actions, proceedings or claims. In other circumstances, certain of our tenants, operators, managers or other third parties may be obligated to indemnify, defend and hold us harmless in whole or in part with respect to certain actions, legal or regulatory proceedings. We cannot assure you that these third parties will be able to satisfy their defense and indemnification obligations to us. Legal and regulatory matters to which we are subject or for which we are otherwise responsible may not be fully insured and some may allege large damage amounts.

It is the opinion of management that the disposition of any such lawsuits, investigations, claims and other legal and regulatory proceedings that are currently pending will not, individually or in the aggregate, have a material adverse effect on us. However, regardless of the merits of a particular legal or regulatory matter, we may be forced to expend significant financial resources to defend and resolve these matters. We are unable to predict the ultimate outcome of these lawsuits, investigations, claims and other legal and regulatory proceedings, and if management’s assessment of our liability with respect thereto is incorrect, such legal or regulatory matters could have a material adverse effect on us.


NOTE 13—INCOME TAXES

We have elected to be taxed as a REIT under the applicable provisions of the Internal Revenue Code of 1986, as amended, for every year beginning with the year ended December 31, 1999. We have also elected for certain of our subsidiaries to be treated as taxable REIT subsidiaries (“TRS” or “TRS entities”), which are subject to federal, state and foreign income taxes. All entities other than the TRS entities are collectively referred to as the “REIT” within this note. Certain REIT entities are subject to foreign income tax.

Although the TRS entities and certain other foreign entities have paid minimal federal, state and foreign income taxes for the nine months ended September 30, 2021, their income tax liabilities may increase in future periods as we exhaust net operating loss (“NOL”) carryforwards and as our senior living and other operations grow. Such increases could be significant.

Our consolidated provision for income taxes for the three months ended September 30, 2021 and 2020 was an expense of $3.8 million and a benefit of $3.2 million, respectively. Our consolidated provision for income taxes for the nine months ended September 30, 2021 and 2020 was an expense of $9.6 million and a benefit of $95.9 million, respectively. The income tax expense for the three months ended September 30, 2021 was primarily due to a $3.7 million deferred tax expense related to the release of certain residual tax effects from marketable debt securities. The income tax expense for the nine months ended September 30, 2021 was primarily due to a $3.7 million deferred tax expense related to the release of certain residual tax effects from marketable debt securities, a $2.9 million net deferred tax expense related to an internal restructuring of certain U.S. taxable REIT subsidiaries, and a $3.4 million deferred tax expense related to the revaluation of certain deferred tax liabilities as a result of enacted tax rate changes in the UK.

Each TRS is a tax paying component for purposes of classifying deferred tax assets and liabilities. Deferred tax liabilities with respect to our TRS entities totaled $65.2 million and $62.6 million as of September 30, 2021 and December 31, 2020, respectively, and related primarily to differences between the financial reporting and tax bases of fixed and intangible
24

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
assets, net of loss carryforwards. Deferred tax assets with respect to our TRS entities totaled $11.5 million and $10.0 million as of September 30, 2021 and December 31, 2020, respectively, and related primarily to loss carryforwards.
    
Generally, we are subject to audit under the statute of limitations by the Internal Revenue Service for the year ended December 31, 2018 and subsequent years and are subject to audit by state taxing authorities for the year ended December 31, 2017 and subsequent years. We are subject to audit generally under the statutes of limitation by the Canada Revenue Agency and provincial authorities with respect to the Canadian entities for the year ended December 31, 2017 and subsequent years. We are subject to audit in the United Kingdom generally for periods ended in and subsequent to 2020.


NOTE 14—STOCKHOLDERS' EQUITY

Capital Stock

In September 2021, we issued approximately 13.3 million shares of our common stock in connection with the New Senior Acquisition.

From time to time, we may sell our common stock under an “at-the-market” equity offering program (“ATM program”). As of September 30, 2021, we had $129.0 million remaining under our existing ATM program. During the three months ended September 30, 2021, we sold 10.6 million shares of our common stock under our ATM program for gross proceeds of $611.7 million, representing an average price of $57.73 per share. During the nine months ended September 30, 2021, we sold 10.9 million shares of our common stock under our ATM program for gross proceeds of $626.4 million, representing an average price of $57.71 per share. 

Accumulated Other Comprehensive Loss

The following is a summary of our accumulated other comprehensive loss:
As of September 30, 2021As of December 31, 2020
 (In thousands)
Foreign currency translation$(56,250)$(51,947)
Available for sale securities2,996 25,712 
Derivative instruments(14,347)(28,119)
Total accumulated other comprehensive loss$(67,601)$(54,354)


25

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
NOTE 15—EARNINGS PER SHARE

The following table shows the amounts used in computing our basic and diluted earnings per share:
 For the Three Months Ended September 30,For the Nine Months Ended September 30,
 2021202020212020
 (In thousands, except per share amounts)
Numerator for basic and diluted earnings per share:  
Income from continuing operations$62,774 $13,737 $95,664 $329,232 
Net income62,774 13,737 95,664 329,232 
Net income attributable to noncontrolling interests2,094 986 5,802 534 
Net income attributable to common stockholders$60,680 $12,751 $89,862 $328,698 
Denominator:  
Denominator for basic earnings per share—weighted average shares
381,996 373,177 377,271 372,997 
Effect of dilutive securities:  
Stock options72 — 45 — 
Restricted stock awards404 163 340 147 
OP unitholder interests3,051 2,955 2,987 2,968 
Denominator for diluted earnings per share—adjusted weighted average shares
385,523 376,295 380,643 376,112 
Basic earnings per share:  
Income from continuing operations$0.16 $0.04 $0.25 $0.88 
Net income attributable to common stockholders0.16 0.03 0.24 0.88 
Diluted earnings per share:    
Income from continuing operations$0.16 $0.04 $0.25 $0.88 
Net income attributable to common stockholders0.16 0.03 0.24 0.87 

NOTE 16—SEGMENT INFORMATION

As of September 30, 2021, we operated through three reportable business segments: triple-net leased properties, senior living operations and office operations. In our triple-net leased properties segment, we invest in and own senior housing and healthcare properties throughout the United States and the United Kingdom and lease those properties to healthcare operating companies under “triple-net” or “absolute-net” leases that obligate the tenants to pay all property-related expenses. In our senior living operations segment, we invest in senior housing communities throughout the United States and Canada and engage independent operators, such as Atria and Sunrise, to manage those communities. In our office operations segment, we primarily acquire, own, develop, lease and manage MOBs and life science, research and innovation centers throughout the United States. Information provided for “all other” includes income from loans and investments and other miscellaneous income and various corporate-level expenses not directly attributable to any of our three reportable business segments. Assets included in “all other” consist primarily of corporate assets, including cash, restricted cash, loans receivable and investments, and miscellaneous accounts receivable.

Our chief operating decision makers evaluate performance of the combined properties in each reportable business segment and determine how to allocate resources to those segments, in significant part, based on segment NOI and related measures. We define segment NOI as total revenues, less interest and other income, property-level operating expenses and office building services costs. We consider segment NOI useful because it allows investors, analysts and our management to measure unlevered property-level operating results and to compare our operating results to the operating results of other real estate companies between periods on a consistent basis. In order to facilitate a clear understanding of our historical consolidated operating results, segment NOI should be examined in conjunction with net income attributable to common stockholders as presented in our Consolidated Financial Statements and other financial data included elsewhere in this Quarterly Report on Form 10-Q.

Interest expense, depreciation and amortization, general, administrative and professional fees, income tax expense and other non-property specific revenues and expenses are not allocated to individual reportable business segments for purposes of assessing segment performance. There are no intersegment sales or transfers.
26

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)


Summary information by reportable business segment is as follows:
For the Three Months Ended September 30, 2021
Triple-Net
Leased
Properties
Senior
Living
Operations
Office
Operations
All
Other
Total
 (In thousands)
Revenues:     
Rental income$181,379 $— $201,673 $— $383,052 
Resident fees and services— 558,039 — — 558,039 
Office building and other services revenue— — 2,872 2,969 5,841 
Income from loans and investments— — — 28,729 28,729 
Interest and other income— — — 417 417 
Total revenues$181,379 $558,039 $204,545 $32,115 $976,078 
Total revenues$181,379 $558,039 $204,545 $32,115 $976,078 
Less:     
Interest and other income— — — 417 417 
Property-level operating expenses3,268 453,659 66,401 — 523,328 
Office building services costs— — 522 — 522 
Segment NOI$178,111 $104,380 $137,622 $31,698 451,811 
Interest and other income    417 
Interest expense    (108,816)
Depreciation and amortization    (313,596)
General, administrative and professional fees    (30,259)
Loss on extinguishment of debt, net(29,792)
Merger-related expenses and deal costs    (22,662)
Allowance on loans receivable and investments60 
Other    (33,673)
Income from unconsolidated entities2,772 
Gain on real estate dispositions150,292 
Income tax expense    (3,780)
Income from continuing operations    62,774 
Net income62,774 
Net income attributable to noncontrolling interests2,094 
Net income attributable to common stockholders$60,680 
        

27

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)

For the Three Months Ended September 30, 2020
Triple-Net
Leased
Properties
Senior
Living
Operations
Office
Operations
All
Other
Total
 (In thousands)
Revenues:     
Rental income$156,136 $— $198,376 $— $354,512 
Resident fees and services— 541,322 — — 541,322 
Office building and other services revenue— — 2,440 1,428 3,868 
Income from loans and investments— — — 18,666 18,666 
Interest and other income— — — 572 572 
Total revenues$156,136 $541,322 $200,816 $20,666 $918,940 
Total revenues$156,136 $541,322 $200,816 $20,666 $918,940 
Less:     
Interest and other income— — — 572 572 
Property-level operating expenses5,398 422,653 66,934 — 494,985 
Office building services costs— — 557 — 557 
Segment NOI$150,738 $118,669 $133,325 $20,094 422,826 
Interest and other income    572 
Interest expense    (115,505)
Depreciation and amortization    (249,366)
General, administrative and professional fees    (32,081)
Loss on extinguishment of debt, net