CHICAGO--(BUSINESS WIRE)--August 6, 2021--Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) today reported results for the second quarter ended June 30, 2021.

“Ventas delivered strong second quarter results driven by outstanding sequential occupancy improvement and organic net operating income growth in our Senior Housing Operating Portfolio (“SHOP”) segment, Office growth and consistent and solid performance in our Triple Net (“NNN”) segment,” said Debra A. Cafaro, Ventas Chairman and CEO.

“Ventas’s organic growth potential and external investment opportunities combine to create attractive upside for our stakeholders. We have now delivered five consecutive months of growth in occupancy and leads in SHOP, with June move-ins and July leads representing the highest levels since the onset of the pandemic. These positive trends underscore the strong demand for the socialization and services our communities provide. Senior housing is entering a period of highly favorable conditions as occupancy rebounds and supply demand fundamentals improve. In the face of renewed macro clinical uncertainty, we remain optimistic with all our SHOP communities benefitting from extremely high COVID-19 vaccination rates among our residents and staff.

“We are confident about the future of our business, the powerful senior housing cyclical upside and our ability to win the recovery with our advantaged, well diversified portfolio, best-in-class operators and experienced team,” Cafaro concluded.

Second Quarter 2021 Results

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

	Quarter Ended June 30
	2021	2020	$ Change	% Change
Net Income (Loss) Attributable to Common Stockholders	$0.23	($0.42)	$0.65	155%
Nareit FFO Attributable to Common Stockholders (“Nareit FFO”)*	$0.78	$0.50	$0.28	56%
Normalized FFO Attributable to Common Stockholders (“Normalized FFO”)*	$0.73	$0.77	($0.04)	(5%)

*	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.

Second Quarter 2021 Property Results

			2Q21 vs. 2Q20 (Quarterly Pools) Year-Over-Year Same-Store Cash Net Operating Income (“NOI”)* Growth
		Assets	% Change
SHOP		393	(12.0%)
NNN		352	(12.2%)
Office		345	12.6%
Total Company		1,090	(4.6%)
			2Q21 vs. 1Q21 (Sequential Pools) Sequential Same-Store Cash NOI* Growth
		Assets	% Change
SHOP1		434	(0.7%)
NNN		355	(0.2%)
Office		346	10.5%
Total Company		1,135	3.1%

*	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.
1.	12.6% SHOP Same-Store Cash NOI sequential growth when excluding the HHS Grants received in 1Q21. SHOP Same-Store Cash NOI includes grants totaling $13.3 million received in 1Q21 under the Provider Relief Fund administered by the Department of Health and Human Services (the “HHS Grants”). The HHS Grants are recorded as a contra expense within SHOP operating expenses.

Sequential Same-Store Property Results

• Company Results
  • Sequential same-store second quarter 2021 cash NOI increased 3.1%, or 3.6% excluding the impact of $13.3 million of HHS Grants in the first quarter 2021 and a $12 million cash lease termination fee received in the Life Science, Research & Innovation (“Life Science, R&I”) portfolio in the second quarter.
• SHOP (26% of Total Portfolio)
  • NOI: SHOP NOI totaled $111 million in the second quarter. Same-store cash NOI in second quarter 2021 increased $50 million on an annualized basis compared to first quarter 2021 excluding HHS Grants received in the first quarter.
    • Sequential same-store pool (434 assets) cash NOI increased 12.6% excluding the HHS Grants received in the first quarter. Including the HHS Grants, sequential same-store cash NOI decreased by 0.7%.
  • Occupancy and Leading Indicators:
    • Leads and move-ins in June were the highest since the onset of the pandemic, with leads reaching 106% of pre-pandemic levels and move-ins approximating 2,100 residents.
    • Ventas’s SHOP portfolio experienced a 229 basis point increase in approximate spot occupancy from March 31 to June 30, led by U.S. SHOP communities, substantially better than the midpoint of our previously communicated expectation of up 150 to 250 basis points.
    • Average SHOP occupancy grew 110 basis points in the second quarter versus the first quarter 2021.
    • U.S. SHOP portfolio increased 313 basis points in approximate spot occupancy from March 31 to June 30.
    • Approximate spot-to-spot occupancy in our Canada SHOP portfolio increased in the second quarter driven by a positive June occupancy trend. Canada recently surpassed the U.S. in vaccinations amongst its adult population.
    • SHOP second quarter average and quarter-end occupancy were 77.5% and 79.4%, respectively.

(2Q2021 sequential pool of 434 assets)	Feb-21	Mar-21	Apr-21	May-21	Jun-21	March 31 to June 30
Approximate Spot Occupancy	76.5%	77.1%	77.7%	78.4%	79.4%	--
Sequential Spot Occupancy Change – Total	(26bps)	+57bps	+69bps	+68bps	+92bps	+229bps
Sequential Spot Occupancy Change – U.S.	(25bps)	+87bps	+102bps	+96bps	+115bps	+313bps
Sequential Spot Occupancy Change – Canada	(30bps)	(18bps)	(15bps)	(2bps)	+33bps	+17bps

• Revenue: SHOP revenue increased in the second quarter driven by an increase in occupancy, which was partially offset by move-in incentives provided to new residents.
• Operating Expenses: Operating expenses declined sequentially by $9.2 million, excluding the HHS Grants received in the first quarter (which were reflected as a contra expense when received), driven by a better than expected reduction of COVID-19 costs partially offset by a modest increase in routine operating expenses. Including the impact of HHS Grants, operating expenses grew $4.1 million.

Latest SHOP Operating Trends

• Leading Indicators: Leading indicators and demand showed continued strength in July:
  • Leads were 105% of their pre-COVID-19 same period 2019 level at over 21,300, a new high. Move-ins and move-outs were 112% and 85% respectively of their pre-COVID-19 same period 2019 levels.
  • Move-ins totaled 2,017 residents.
  • Move-ins have exceeded 2,000 for three consecutive months.
• Occupancy: Ventas’s SHOP portfolio has now experienced a five consecutive month trend of occupancy growth. Spot occupancy has increased 424 basis points from the pandemic low reached in mid-March through July 31, 2021.
  • The SHOP portfolio reported 74 basis points of approximate spot occupancy increase from June 30 through July 31, 2021, with the U.S. growing 84 basis points and Canada growth improving to 47 basis points in the month.
• Clinical Trends: The Company’s SHOP communities continue to experience de minimis confirmed resident cases of COVID-19, with high vaccination rates among residents and staff members.

Investments in Ardent

• Ardent continues to deliver strong performance as an industry-leading owner and operator of 30 hospitals in six states and Ventas’s $1.4 billion investment in Ardent real estate is currently yielding over 9% with strong 3.6x trailing twelve month cash flow coverage.
• In addition, Ventas’s 10% equity interest in Ardent, in partnership with Equity Group Investments, and Ventas’s prior investment in $200 million of Ardent 2026 Senior Notes (defined below), continue to provide significant benefits to Ventas.
  • In the second quarter, Ventas benefitted from Ardent’s strong performance and recognition of HHS Grants which was approximately $7 million at Ventas’s share.
  • In July 2021, Ardent redeemed Ventas’s investment in $200 million of 9.75% senior notes due 2026 (the “Ardent 2026 Senior Notes”), in connection with Ardent’s successful offering of newly issued senior notes at a coupon of 5.75%. In addition to repayment of principal in full, Ventas received $15 million in prepayment premium, as required by Ardent’s 2026 Senior Notes. The redemption, including the prepayment premium, will be recognized in the third quarter. Ventas’s investment in the Ardent 2026 Senior Notes yielded a 13% unlevered IRR.

Capital Allocation

• Ventas’s total 2021 investments completed or announced to date are $2.6 billion. The Company also has $1.1 billion of ongoing development principally in the Life Science, R&I and Canadian senior housing markets. In addition, the Company also has a forward pipeline of approximately $1 billion in Life Science, R&I projects.
• On June 28, 2021, Ventas announced that it had entered into a definitive merger agreement pursuant to which Ventas will acquire New Senior (NYSE: SNR) in an all-stock transaction valued at approximately $2.3 billion, including $1.5 billion of New Senior debt. Under the terms of the agreement, New Senior stockholders will receive 0.1561 shares of newly issued Ventas common stock for each share of New Senior common stock they own. Completion of the transaction, which is expected to occur during the second half of this year, is subject to the satisfaction of customary closing conditions, including the approval by the common stockholders of New Senior.
• Ventas also extended its successful track record of development with its partner Le Groupe Maurice (“LGM”):
  • On June 1, 2021, Ventas and LGM opened a new, 287-unit development, in Montreal known as Elogia II, which already reached 50% occupancy as of July 31. This property was developed adjacent to an existing 289-unit LGM property and joined via connecting bridge. Due to the proximity and physical connectivity, residents of both buildings will enjoy LGM’s signature state-of-the-art amenities, including beautiful gardens, fitness facilities, a movie theatre, a light therapy room, an indoor swimming pool, an expansive rooftop and a panoramic lounge with views of Montreal’s skyline.
  • Two LGM development properties opened in the fourth quarter of 2020 continue to enjoy robust demand and are currently 94% occupied.
  • Two additional development projects are underway totaling over $200 million in project costs and spanning 627 units, with additional sites in the pre-development stage.
• Ventas is in advanced stages for a Life Science, R&I development project anchored by a premier research university. The project, which is principally lab space and related uses, will be 60% pre-leased. Project costs approximate $0.5 billion with an expected stabilized cash yield between 6.5% and 7.0%. The university tenant is ranked in the top 5% of universities for both NIH funding and R&D spend. The development is one of the pre-identified Life Science, R&I development projects that is eligible for inclusion in the attractive R&I development partnership with GIC.
• The Company continues to enhance the quality of its portfolio through asset sales and to receive repayment of high return, well-structured loans. Year to date through August 5, 2021, the Company has received nearly $450M of disposition proceeds, including these Recent Dispositions:
  • Ardent’s redemption in July 2021 of Ventas’s investment in $200 million of Ardent 2026 Senior Notes, along with a $15 million prepayment premium as described above.
  • Holiday’s full repayment in July of $66 million of 9.4% notes due 2025. Ventas originally received the notes along with $34 million of cash as consideration for the conversion of 26 Holiday-operated independent living communities from a NNN lease to a SHOP operating model in the second quarter of 2020.
  • Two MOBs sold during the second quarter for total proceeds of approximately $107 million.

Financial Strength & Liquidity

• As of August 5, 2021, the Company has robust liquidity of $3.3 billion, including $2.7 billion of undrawn revolver capacity, $0.6 billion in cash and cash equivalents on hand, and no commercial paper outstanding.
  • For the second quarter 2021, Ventas’s Net Debt to Adjusted Pro Forma EBITDA ratio was 7.0x, a sequential improvement of 10 basis points from the first quarter. Total Indebtedness to Gross Asset Value was stable at 37% in the second quarter 2021.
  • During and subsequent to the second quarter, the Company received $300 million in gross proceeds under its “at the market” equity offering program, totaling 5.2 million shares of common stock sold at an average gross price of $58.56 per share in anticipation of the closing of the New Senior transaction.
  • Using proceeds from Recent Dispositions, Ventas will fully repay $664 million in aggregate principal amount of outstanding senior notes. On August 16, 2021, the Company will retire $264 million aggregate principal amount of 3.25% senior notes due August 2022 and on September 1, 2021, the Company will retire $400 million aggregate principal amount of 3.125% senior notes due June 2023.

Second Quarter Dividend

The Company paid its second quarter 2021 dividend of $0.45 per share on July 14, 2021 to stockholders of record as of July 1, 2021.

Third Quarter 2021 Guidance

The Company currently expects to report third quarter 2021 Net Income (Loss) Attributable to Common Stockholders, Nareit FFO and Normalized FFO within the following per share ranges:

		3Q21 Guidance
		Per Share
		Low		High
Net Income (Loss) Attributable to Common Stockholders		$0.00	-	$0.05
Nareit FFO*		$0.61	-	$0.65
Normalized FFO*		$0.70	-	$0.74

*	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

Key assumptions underlying the third quarter 2021 guidance include, among other things:

• Approximate spot occupancy in the Company’s sequential same-store SHOP business is assumed to increase 150 – 250 basis points from June 30, 2021 to September 30, 2021, creating revenue growth, which is expected to be approximately offset by increasing operating costs due to an additional day in the quarter, higher occupancy, labor, routine seasonal items and potential COVID-19 related expenditures.
• No HHS Grants are assumed to be received in the third quarter.
• A net benefit in the third quarter compared to the second quarter of two cents from “Ardent Activities”. Specifically, recognition of the receipt by Ventas of a $15 million prepayment fee in connection with Ardent’s redemption of the Ardent 2026 Senior Notes in the third quarter, net of $7 million (at Ventas’s share) of HHS Grants recognized by Ardent in the second quarter.
• Stable performance in the Office and NNN segments.
• Fully diluted share count of 383 million shares reflecting the equity raised in July.
• The Company continues to expect a total of approximately $1.0 billion in asset sales and loan repayments in 2021 principally in senior housing and medical office properties with proceeds used to reduce near term indebtedness and to fund investment in development.
• No material changes in the impact of COVID-19 on our business. The trajectory and future impact of the COVID-19 pandemic, including the impact of the Delta or any other variant, remain highly uncertain and may change rapidly. The extent of the pandemic’s continuing and ultimate effect on our operational and financial performance will depend on a variety of factors, including the speed at which vaccines and other clinical treatments are successfully developed and deployed. Significant changes or impacts of the pandemic are excluded from our guidance.
• The Company’s current third quarter 2021 guidance excludes any contribution or impact from the pending acquisition of New Senior, which is expected to close during the second half of this year.

Other third quarter 2021 assumptions are set forth below:

		Increase / (Decrease) to Normalized FFO/sh.
		3Q21 Guidance Midpoint
		vs. 2Q21 Actuals
2Q21 Normalized FFO*		$0.73
Ardent Activities		0.02
Equity Raised and Recent Dispositions		(0.02)
NOI from Properties Intended for Disposition		(0.01)
3Q21 Normalized FFO* Guidance Midpoint		$0.72

*	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.

A presentation outlining the Company’s second quarter results and business update is posted to the Events & Presentations section of Ventas’s website at ir.ventasreit.com/events-and-presentations. Additional information regarding the Company can be found in its second quarter 2021 supplemental posted at ir.ventasreit.com. The information contained on, or that may be accessed through, our website is not incorporated by any reference into, and is not part of, this document.

Second Quarter 2021 Results Conference Call

Ventas will hold a conference call to discuss this earnings release today at 10:00 a.m. Eastern Time (9:00 a.m. Central Time).

The dial-in number for the conference call is (833) 968-1984 (or +1 (778) 560-2824 for international callers), and the participant passcode is 1487218. A live webcast can be accessed from the Investor Relations section of www.ventasreit.com.

A telephonic replay will be available at (800) 585-8367 (or +1 (416) 621-4642 for international callers), passcode 1487218, after the earnings call and will remain available for 30 days. The webcast replay will be posted in the Investor Relations section of www.ventasreit.com.

About Ventas

Ventas, an S&P 500 company, operates at the intersection of two powerful and dynamic industries – healthcare and real estate. As one of the world’s foremost Real Estate Investment Trusts (REIT), we use the power of capital to unlock the value of real estate, partnering with leading care providers, developers, research and medical institutions, innovators and healthcare organizations whose success is buoyed by the demographic tailwind of an aging population. For more than twenty years, Ventas has followed a successful strategy that endures: combining a high-quality diversified portfolio of properties and capital sources to manage through cycles, working with industry leading partners, and a collaborative and experienced team focused on producing consistent growing cash flows and superior returns on a strong balance sheet, ultimately rewarding Ventas stakeholders. As of June 30, 2021, Ventas owned or had investments in approximately 1,200 properties.

Non-GAAP Financial Measures

This press release includes certain financial performance measures not defined by generally accepted accounting principles in the Unites States (“GAAP”). Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures are included in this press release. We believe such measures provide investors with additional information concerning our operating performance and a basis to compare our performance with the performance of other REITs. Our definitions and calculations of these non-GAAP measures may not be the same as similar measures reported by other REITs.

These non-GAAP financial measures should not be considered as alternatives to net income attributable to common stockholders (determined in accordance with GAAP) as indicators of our financial performance or as alternatives to cash flow from operating activities (determined in accordance with GAAP) as measures of our liquidity, nor are these measures necessarily indicative of sufficient cash flow to fund all of our needs.

Cautionary Statements

Certain of the information contained herein, including intra-quarter operating information and number of confirmed cases of COVID-19, has been provided by our operators and we have not verified this information through an independent investigation or otherwise. We have no reason to believe that this information is inaccurate in any material respect, but we cannot assure you of its accuracy.

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, among others, statements of expectations, beliefs, future plans and strategies, anticipated results from operations and developments and other matters that are not historical facts. Forward-looking statements include, among other things, statements regarding our and our officers’ intent, belief or expectation as identified by the use of words such as “may,” “will,” “project,” “expect,” “believe,” “intend,” “anticipate,” “seek,” “target,” “forecast,” “plan,” “potential,” “estimate,” “could,” “would,” “should” and other comparable and derivative terms or the negatives thereof.

Forward-looking statements are based on management’s beliefs as well as on a number of assumptions concerning future events. You should not put undue reliance on these forward-looking statements, which are not a guarantee of performance and are subject to a number of uncertainties and other factors that could cause actual events or results to differ materially from those expressed or implied by the forward-looking statements. You are urged to carefully review the disclosures we make concerning risks and uncertainties that may affect our business and future financial performance in our filings with the Securities and Exchange Commission, including those made in the “Risk Factors” section and “Management’s Discussion & Analysis of Financial Condition and Results of Operations” section of our most recently filed Annual Report on Form 10-K and Quarterly Report on Form 10-Q. We do not undertake a duty to update these forward-looking statements, which speak only as of the date on which they are made.

Certain factors that could affect our future results and our ability to achieve our stated goals include, but are not limited to: (a) the impact of the ongoing COVID-19 pandemic, including of the Delta or any other variant, on our revenue, level of profitability, liquidity and overall risk exposure and the implementation and impact of regulations related to the CARES Act and other stimulus legislation and any future COVID-19 relief measures; (b) our ability to achieve the anticipated benefits and synergies from the proposed acquisition of, and the risk of greater than expected costs or other difficulties related to the integration of, New Senior and the cost of capital to fund the acquisition and any debt paydown; (c) the proposed acquisition of New Senior may not be completed on the currently contemplated timeline or terms, or at all; (d) our exposure and the exposure of our tenants, borrowers and managers to complex healthcare and other regulation and the challenges and expense associated with complying with such regulation; (e) the potential for significant general and commercial claims, legal actions, regulatory proceedings or enforcement actions that could subject us or our tenants, borrowers or managers to increased operating costs and uninsured liabilities; (f) the impact of market and general economic conditions, including economic and financial market events, or events that affect consumer confidence, our occupancy rates and resident fee revenues, and the actual and perceived state of the real estate markets, labor markets and public capital markets; (g) our ability, and the ability of our tenants, borrowers and managers, to navigate the trends impacting our or their businesses and the industries in which we or they operate; (h) the risk of bankruptcy, insolvency or financial deterioration of our tenants, borrowers, managers and other obligors and our ability to foreclose successfully on the collateral securing our loans and other investments in the event of a borrower default; (i) our ability to identify and consummate future investments in or dispositions of healthcare assets and effectively manage our portfolio opportunities and our investments in co-investment vehicles; (j) our ability to attract and retain talented employees; (k) the limitations and significant requirements imposed upon our business as a result of our status as a REIT and the adverse consequences (including the possible loss of our status as a REIT) that would result if we are not able to comply; (l) the risk of changes in healthcare law or regulation or in tax laws, guidance and interpretations, particularly as applied to REITs, that could adversely affect us or our tenants, borrowers or managers; (m) increases in the Company’s borrowing costs as a result of becoming more leveraged or as a result of changes in interest rates and phasing out of LIBOR rates; (n) our reliance on third parties to operate a majority of our assets and our limited control and influence over such operations and results; (o) our dependency on a limited number of tenants and managers for a significant portion of our revenues and operating income; (p) the adequacy of insurance coverage provided by our policies and policies maintained by our tenants, managers or other counterparties; (q) the occurrence of cyber incidents that could disrupt our operations, result in the loss of confidential information or damage our business relationships and reputation; (r) the impact of merger, acquisition and investment activity in the healthcare industry or otherwise affecting our tenants, borrowers or managers; and (s) the risk of catastrophic or extreme weather and other natural events and the physical effects of climate change.

CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts; dollars in USD)
(unaudited)
	June 30,				March 31,				December 31,				September 30,				June 30,
	2021				2021				2020				2020				2020
Assets
Real estate investments:
Land and improvements	$	2,231,836			$	2,235,773			$	2,261,415			$	2,268,583			$	2,258,699
Buildings and improvements	24,269,450				24,250,630				24,323,279				24,196,730				23,964,691
Construction in progress	288,910				310,547				265,748				567,052				496,349
Acquired lease intangibles	1,200,574				1,212,263				1,230,886				1,246,312				1,242,414
Operating lease assets	328,707				343,072				346,372				386,946				389,302
	28,319,477				28,352,285				28,427,700				28,665,623				28,351,455
Accumulated depreciation and amortization	(8,189,447		)		(8,030,524		)		(7,877,665		)		(7,687,211		)		(7,453,251		)
Net real estate property	20,130,030				20,321,761				20,550,035				20,978,412				20,898,204
Secured loans receivable and investments, net	596,171				615,037				605,567				604,452				681,831
Investments in unconsolidated real estate entities	494,239				471,243				443,688				162,860				166,039
Net real estate investments	21,220,440				21,408,041				21,599,290				21,745,724				21,746,074
Cash and cash equivalents	233,837				169,661				413,327				588,343				992,824
Escrow deposits and restricted cash	40,931				40,551				38,313				40,147				36,312
Goodwill	1,051,832				1,051,780				1,051,650				1,050,742				1,050,115
Assets held for sale	90,002				59,860				9,608				15,748				76,021
Deferred income tax assets, net	11,486				11,610				9,987				304				304
Other assets	855,786				810,760				807,229				779,475				687,738
Total assets	$	23,504,314			$	23,552,263			$	23,929,404			$	24,220,483			$	24,589,388
Liabilities and equity
Liabilities:
Senior notes payable and other debt	$	11,761,545			$	11,759,299			$	11,895,412			$	12,047,919			$	12,530,036
Accrued interest	105,883				91,390				111,444				97,828				117,687
Operating lease liabilities	205,484				206,426				209,917				247,255				248,912
Accounts payable and other liabilities	1,122,171				1,109,279				1,133,066				1,234,933				998,446
Liabilities related to assets held for sale	4,568				3,853				3,246				1,987				5,514
Deferred income tax liabilities	68,097				65,777				62,638				53,711				56,963
Total liabilities	13,267,748				13,236,024				13,415,723				13,683,633				13,957,558
Redeemable OP unitholder and noncontrolling interests	252,662				244,619				235,490				249,143				231,920
Commitments and contingencies
Equity:
Ventas stockholders’ equity:
Preferred stock, $1.00 par value; 10,000 shares authorized, unissued	—				—				—				—				—
Common stock, $0.25 par value; 375,204; 375,068; 374,609; 373,940; and 373,113 shares issued at June 30, 2021, March 31, 2021, December 31, 2020, September 30, 2020 and June 30, 2020, respectively	93,784				93,750				93,635				93,467				93,261
Capital in excess of par value	14,187,577				14,186,692				14,171,262				14,142,349				14,118,119
Accumulated other comprehensive loss	(58,290		)		(52,497		)		(54,354		)		(65,042		)		(82,761		)
Retained earnings (deficit)	(4,340,052		)		(4,257,001		)		(4,030,376		)		(3,972,647		)		(3,816,460		)
Treasury stock, 6; 14; 0; 33; and 24 shares at June 30, 2021, March 31, 2021, December 31, 2020, September 30, 2020 and June 30, 2020, respectively	(320		)		(789		)		—				(1,275		)		(947		)
Total Ventas stockholders’ equity	9,882,699				9,970,155				10,180,167				10,196,852				10,311,212
Noncontrolling interests	101,205				101,465				98,024				90,855				88,698
Total equity	9,983,904				10,071,620				10,278,191				10,287,707				10,399,910
Total liabilities and equity	$	23,504,314			$	23,552,263			$	23,929,404			$	24,220,483			$	24,589,388

CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts; dollars in USD)
(unaudited)
	For the Three Months Ended								For the Six Months Ended
	June 30,								June 30,
	2021				2020				2021				2020
Revenues
Rental income:
Triple-net leased	$	159,223			$	176,240			$	319,108			$	371,102
Office	200,388				192,925				397,843				401,320
	359,611				369,165				716,951				772,422
Resident fees and services	535,952				549,329				1,064,602				1,126,099
Office building and other services revenue	5,381				3,673				10,331				6,801
Income from loans and investments	17,665				19,491				36,675				43,537
Interest and other income	585				1,540				926				6,393
Total revenues	919,194				943,198				1,829,485				1,955,252
Expenses
Interest	110,051				123,132				220,818				239,828
Depreciation and amortization	250,700				349,594				564,848				598,431
Property-level operating expenses:
Senior living	424,813				432,578				842,642				842,709
Office	64,950				60,752				128,896				125,258
Triple-net leased	4,432				5,275				9,257				11,606
	494,195				498,605				980,795				979,573
Office building services costs	658				543				1,276				1,270
General, administrative and professional fees	30,588				28,080				70,897				68,540
(Gain) loss on extinguishment of debt, net	(74		)		—				27,016				—
Merger-related expenses and deal costs	721				6,586				5,338				14,804
Allowance on loans receivable and investments	(59		)		29,655				(8,961		)		29,655
Other	(13,490		)		5,286				(22,918		)		11,069
Total expenses	873,290				1,041,481				1,839,109				1,943,170
Income (loss) before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests	45,904				(98,283		)		(9,624		)		12,082
Income (loss) from unconsolidated entities	4,767				(5,850		)		4,517				(16,726		)
Gain on real estate dispositions	41,258				1,254				43,791				227,479
Income tax (expense) benefit	(3,641		)		(56,356		)		(5,794		)		92,660
Income (loss) from continuing operations	88,288				(159,235		)		32,890				315,495
Net income (loss)	88,288				(159,235		)		32,890				315,495
Net income (loss) attributable to noncontrolling interests	1,897				(2,065		)		3,708				(452		)
Net income (loss) attributable to common stockholders	$	86,391			$	(157,170	)		$	29,182			$	315,947
Earnings per common share
Basic:
Income (loss) from continuing operations	$	0.24			$	(0.43	)		$	0.09			$	0.85
Net income (loss) attributable to common stockholders	0.23				(0.42		)		0.08				0.85
Diluted:1
Income (loss) from continuing operations	$	0.23			$	(0.43	)		$	0.09			$	0.84
Net income (loss) attributable to common stockholders	0.23				(0.42		)		0.08				0.84
Weighted average shares used in computing earnings per common share
Basic	375,067				372,982				374,869				372,905
Diluted	378,408				376,024				378,161				376,020
1Potential common shares are not included in the computation of diluted earnings per share when a loss from continuing operations exists as the effect would be an antidilutive per share amount.

QUARTERLY CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts; dollars in USD)
(unaudited)
	For the Three Months Ended
	June 30,				March 31,				December 31,				September 30,				June 30,
	2021				2021				2020				2020				2020
Revenues
Rental income:
Triple-net leased	$	159,223			$	159,885			$	168,027			$	156,136			$	176,240
Office	200,388				197,455				199,931				198,376				192,925
	359,611				357,340				367,958				354,512				369,165
Resident fees and services	535,952				528,650				529,739				541,322				549,329
Office building and other services revenue	5,381				4,950				4,522				3,868				3,673
Income from loans and investments	17,665				19,010				18,302				18,666				19,491
Interest and other income	585				341				644				572				1,540
Total revenues	919,194				910,291				921,165				918,940				943,198
Expenses
Interest	110,051				110,767				114,208				115,505				123,132
Depreciation and amortization	250,700				314,148				261,966				249,366				349,594
Property-level operating expenses:
Senior living	424,813				417,829				393,309				422,653				432,578
Office	64,950				63,946				64,420				66,934				60,752
Triple-net leased	4,432				4,825				5,156				5,398				5,275
	494,195				486,600				462,885				494,985				498,605
Office building services costs	658				618				488				557				543
General, administrative and professional fees	30,588				40,309				29,537				32,081				28,080
(Gain) loss on extinguishment of debt, net	(74		)		27,090				3,405				7,386				—
Merger-related expenses and deal costs	721				4,617				3,683				11,325				6,586
Allowance on loans receivable and investments	(59		)		(8,902		)		(10,416		)		4,999				29,655
Other	(13,490		)		(9,428		)		(16,043		)		5,681				5,286
Total expenses	873,290				965,819				849,713				921,885				1,041,481
Income (loss) before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests	45,904				(55,528		)		71,452				(2,945		)		(98,283		)
Income (loss) from unconsolidated entities	4,767				(250		)		17,705				865				(5,850		)
Gain on real estate dispositions	41,258				2,533				22,117				12,622				1,254
Income tax (expense) benefit	(3,641		)		(2,153		)		679				3,195				(56,356		)
Income (loss) from continuing operations	88,288				(55,398		)		111,953				13,737				(159,235		)
Net income (loss)	88,288				(55,398		)		111,953				13,737				(159,235		)
Net income (loss) attributable to noncontrolling interests	1,897				1,811				1,502				986				(2,065		)
Net income (loss) attributable to common stockholders	$	86,391			$	(57,209	)		$	110,451			$	12,751			$	(157,170	)
Earnings per common share
Basic:
Income (loss) from continuing operations	$	0.24			$	(0.15	)		$	0.30			$	0.04			$	(0.43	)
Net income (loss) attributable to common stockholders	0.23				(0.15		)		0.29				0.03				(0.42		)
Diluted:1
Income (loss) from continuing operations	$	0.23			$	(0.15	)		$	0.30			$	0.04			$	(0.43	)
Net income (loss) attributable to common stockholders	0.23				(0.15		)		0.29				0.03				(0.42		)
Weighted average shares used in computing earnings per common share
Basic	375,067				374,669				374,473				373,177				372,982
Diluted	378,408				377,922				377,696				376,295				376,024
1Potential common shares are not included in the computation of diluted earnings per share when a loss from continuing operations exists as the effect would be an antidilutive per share amount.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands USD)
(unaudited)
	For the Six Months Ended June 30,
	2021				2020
Cash flows from operating activities:
Net income	$	32,890		.	$	315,495
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	564,848				598,431
Amortization of deferred revenue and lease intangibles, net	(31,551		)		(6,334		)
Other non-cash amortization	10,119				9,653
Allowance on loans receivable and investments	(8,961		)		29,655
Stock-based compensation	21,465				11,557
Straight-lining of rental income	(7,167		)		91,499
Loss on extinguishment of debt, net	27,016				—
Gain on real estate dispositions	(43,791		)		(227,479		)
Gain on real estate loan investments	(74		)		(167		)
Income tax expense (benefit)	2,510				(95,127		)
(Income) loss from unconsolidated entities	(4,512		)		16,734
Distributions from unconsolidated entities	6,480				1,600
Other	(34,841		)		12,756
Changes in operating assets and liabilities:
Increase in other assets	(25,618		)		(12,463		)
(Decrease) increase in accrued interest	(5,732		)		7,094
Increase (decrease) in accounts payable and other liabilities	25,775				(32,893		)
Net cash provided by operating activities	528,856				720,011
Cash flows from investing activities:
Net investment in real estate property	(210		)		(77,469		)
Investment in loans receivable	(283		)		(67,290		)
Proceeds from real estate disposals	115,850				627,804
Proceeds from loans receivable	36,475				106,775
Development project expenditures	(130,894		)		(180,398		)
Capital expenditures	(74,122		)		(53,519		)
Investment in unconsolidated entities	(68,311		)		(7,865		)
Insurance proceeds for property damage claims	390				42
Net cash (used in) provided by investing activities	(121,105		)		348,080
Cash flows from financing activities:
Net change in borrowings under revolving credit facilities	(104,131		)		465,416
Net change in borrowings under commercial paper program	169,984				(565,524		)
Proceeds from debt	268,286				640,533
Repayment of debt	(565,951		)		(111,301		)
Payment of deferred financing costs	(17,776		)		(7,549		)
Issuance of common stock, net	14,250				—
Cash distribution to common stockholders	(337,838		)		(592,285		)
Cash distribution to redeemable OP unitholders	(3,164		)		(4,628		)
Cash issued for redemption of OP Units	(62		)		(570		)
Contributions from noncontrolling interests	30				346
Distributions to noncontrolling interests	(8,588		)		(6,293		)
Proceeds from stock option exercises	4,821				3,518
Other	(5,934		)		(4,891		)
Net cash used in financing activities	(586,073		)		(183,228		)
Net (decrease) increase in cash, cash equivalents and restricted cash	(178,322		)		884,863
Effect of foreign currency translation	1,450				(1,829		)
Cash, cash equivalents and restricted cash at beginning of period	451,640				146,102
Cash, cash equivalents and restricted cash at end of period	$	274,768			$	1,029,136
Supplemental schedule of non-cash activities:
Assets acquired and liabilities assumed from acquisitions and other:
Real estate investments	$	468			$	77,111
Other assets	—				614
Debt	—				55,368
Other liabilities	—				2,097
Noncontrolling interests	468				20,259

QUARTERLY CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands USD)
(unaudited)
	For the Three Months Ended
	June 30,				March 31,				December 31,				September 30,				June 30,
	2021				2021				2020				2020				2020
Cash flows from operating activities:
Net income (loss)	$	88,288			$	(55,398	)		$	111,953			$	13,737			$	(159,235	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	250,700				314,148				261,966				249,366				349,594
Amortization of deferred revenue and lease intangibles, net	(16,785		)		(14,766		)		(15,513		)		(19,009		)		(3,361		)
Other non-cash amortization	4,847				5,272				5,508				5,558				5,802
Allowance on loans receivable and investments	(59		)		(8,902		)		(10,416		)		4,999				29,655
Stock-based compensation	5,393				16,072				4,165				5,765				1,043
Straight-lining of rental income	(3,304		)		(3,863		)		(4,052		)		15,635				98,287
(Gain) loss on extinguishment of debt, net	(74		)		27,090				3,405				7,386				—
Gain on real estate dispositions	(41,258		)		(2,533		)		(22,117		)		(12,622		)		(1,254		)
Gain on real estate loan investments	—				(74		)		—				—				—
Income tax expense (benefit)	2,007				503				(2,283		)		(4,575		)		55,146
(Income) loss from unconsolidated entities	(4,762		)		250				(17,701		)		(865		)		5,858
Distributions from unconsolidated entities	2,583				3,897				1,960				1,360				—
Other	(20,462		)		(14,379		)		(16,394		)		2,859				8,951
Changes in operating assets and liabilities:
(Increase) decrease in other assets	(20,518		)		(5,100		)		(5		)		(55,765		)		1,305
Increase (decrease) in accrued interest	14,502				(20,234		)		13,251				(20,069		)		30,126
Increase (decrease) in accounts payable and other liabilities	30,165				(4,390		)		(17,964		)		240,642				(16,358		)
Net cash provided by operating activities	291,263				237,593				295,763				434,402				405,559
Cash flows from investing activities:
Net investment in real estate property	—				(210		)		(1,023		)		(156		)		2,070
Investment in loans receivable	(97		)		(186		)		(2,016		)		(45,857		)		(66,239		)
Proceeds from real estate disposals	107,767				8,083				361,753				54,800				2,365
Proceeds from loans receivable	20,056				16,419				12,045				191				7,658
Development project expenditures	(72,296		)		(58,598		)		(70,446		)		(129,569		)		(86,169		)
Capital expenditures	(44,448		)		(29,674		)		(53,827		)		(40,888		)		(26,730		)
Investment in unconsolidated entities	(29,859		)		(38,452		)		(278,990		)		33				(2,056		)
Insurance proceeds (expense) for property damage claims	384				6				174				(9		)		—
Net cash used in investing activities	(18,493		)		(102,612		)		(32,330		)		(161,455		)		(169,101		)
Cash flows from financing activities:
Net change in borrowings under revolving credit facilities	(109,275		)		5,144				(14,724		)		(539,560		)		(2,296,737		)
Net change in borrowings under commercial paper program	(44,994		)		214,978				—				—				—
Proceeds from debt	237,129				31,157				75,741				17,024				557,774
Repayment of debt	(120,901		)		(445,050		)		(352,011		)		(16,227		)		(48,328		)
Purchase of noncontrolling interests	—				—				(8,239		)		—				—
Payment of deferred financing costs	(433		)		(17,343		)		(815		)		(15		)		(5,586		)
Issuance of common stock, net	3,175				11,075				18,967				36,395				—
Cash distribution to common stockholders	(169,075		)		(168,763		)		(168,446		)		(168,078		)		(295,981		)
Cash distribution to redeemable OP unitholders	(1,322		)		(1,842		)		(1,329		)		(1,326		)		(2,303		)
Cash issued for redemption of OP Units	(37		)		(25		)		—				(5		)		—
Contributions from noncontrolling interests	25				5				176				792				191
Distributions to noncontrolling interests	(5,935		)		(2,653		)		(3,280		)		(3,373		)		(3,750		)
Proceeds from stock option exercises	2,715				2,106				11,585				—				129
Other	(78		)		(5,856		)		53				(98		)		63
Net cash used in financing activities	(209,006		)		(377,067		)		(442,322		)		(674,471		)		(2,094,528		)
Net increase (decrease) in cash, cash equivalents and restricted cash	63,764				(242,086		)		(178,889		)		(401,524		)		(1,858,070		)
Effect of foreign currency translation	792				658				2,039				878				947
Cash, cash equivalents and restricted cash at beginning of period	210,212				451,640				628,490				1,029,136				2,886,259
Cash, cash equivalents and restricted cash at end of period	$	274,768			$	210,212			$	451,640			$	628,490			$	1,029,136

QUARTERLY CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(Dollars in thousands USD)
(unaudited)
	For the Three Months Ended
	June 30,				March 31,				December 31,				September 30,				June 30,
	2021				2021				2020				2020				2020
Supplemental schedule of non-cash activities:
Assets acquired and liabilities assumed from acquisitions and other:
Real estate investments	$	—			$	468			$	1,000			$	92,373			$	76,578
Other assets	—				—				—				610				558
Debt	—				—				—				—				55,368
Other liabilities	—				—				—				610				1,699
Deferred income tax liability	—				—				—				337				—
Noncontrolling interests	—				468				—				—				20,068

NON-GAAP FINANCIAL MEASURES RECONCILIATION
Funds From Operations Attributable to Common Stockholders (FFO)1
and Funds Available for Distribution Attributable to Common Stockholders (FAD)1
(In thousands, except per share amounts; dollars in USD)
(unaudited)
																		Q2 YoY
	2020										2021							Growth
	Q2			Q3			Q4				Q1			Q2				’20-’21			YTD 2Q20			YTD 2Q21
Net (loss) income attributable to common stockholders	$	(157,170	)	$	12,751		$	110,451			$	(57,209	)	$	86,391			155	%		$	315,947		$	29,182
Net (loss) income attributable to common stockholders per share2	$	(0.42	)	$	0.03		$	0.29			$	(0.15	)	$	0.23			155	%		$	0.84		$	0.08
Adjustments:
Depreciation and amortization on real estate assets	348,110			247,969			260,705				312,869			249,527							595,440			562,396
Depreciation on real estate assets related to noncontrolling interests	(4,068		)	(4,475		)	(4,381		)		(4,618		)	(4,678		)					(7,911		)	(9,296		)
Depreciation on real estate assets related to unconsolidated entities	1,307			1,360			1,758				4,018			4,615							1,868			8,633
Gain on real estate dispositions	(1,254		)	(12,622