Ventas, Inc. [VTR] Filings

10-Q 1 vtr-20240630.htm 10-Q vtr-20240630

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 June 30, 2024

☐

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)


Delaware						61-1055020
(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 Symbol

Name of Exchange on Which Registered

Common Stock $0.25 par value

VTR

New 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 July 30, 2024, there were 413,153,787 shares of the registrant’s common stock outstanding.

VENTAS, INC.

FORM 10-Q

INDEX

Page

PART I—FINANCIAL INFORMATION

Item 1.

Consolidated Financial Statements (Unaudited)

Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023

Consolidated Statements of Income for the Three and Six Months Ended June 30, 2024 and 2023

Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2024 and 2023

Consolidated Statements of Equity for the Three and Six Months Ended June 30, 2024 and 2023

Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2024 and 2023

Notes to Consolidated Financial Statements

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 4.

Controls and Procedures

PART II—OTHER INFORMATION

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3.

Defaults Upon Senior Securities

Item 4.

Mine Safety Disclosures

PART I—FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

VENTAS, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts, unaudited)


	As of June 30, 2024		As of December 31, 2023
Assets
Real estate investments:
Land and improvements	$	2,588,599	$	2,596,274
Buildings and improvements	27,358,282		27,201,381
Construction in progress	410,663		368,143
Acquired lease intangibles	1,454,473		1,448,146
Operating lease assets	312,812		312,142
	32,124,829		31,926,086
Accumulated depreciation and amortization	(10,647,898)		(10,177,136)
Net real estate property	21,476,931		21,748,950
Secured loans receivable and investments, net	36,195		27,986
Investments in unconsolidated real estate entities	608,844		598,206
Net real estate investments	22,121,970		22,375,142
Cash and cash equivalents	557,082		508,794
Escrow deposits and restricted cash	58,202		54,668
Goodwill	1,045,071		1,045,176
Assets held for sale	43,261		56,489
Deferred income tax assets, net	1,657		1,754
Other assets	702,986		683,410
Total assets	$	24,530,229	$	24,725,433
Liabilities and equity
Liabilities:
Senior notes payable and other debt	$	13,175,077	$	13,490,896
Accrued interest	122,132		117,403
Operating lease liabilities	213,110		194,734
Accounts payable and other liabilities	1,003,078		1,041,616
Liabilities related to assets held for sale	4,988		9,243
Deferred income tax liabilities	32,660		24,500
Total liabilities	14,551,045		14,878,392
Redeemable OP unitholder and noncontrolling interests	311,468		302,636
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, 413,154 and 402,380 shares outstanding at June 30, 2024 and December 31, 2023, respectively	103,242		100,648
Capital in excess of par value	16,135,972		15,650,734
Accumulated other comprehensive loss	(17,409)		(35,757)
Retained earnings (deficit)	(6,577,395)		(6,213,803)
Treasury stock, 2 and 279 shares issued at June 30, 2024 and December 31, 2023, respectively	(25,060)		(13,764)
Total Ventas stockholders’ equity	9,619,350		9,488,058
Noncontrolling interests	48,366		56,347
Total equity	9,667,716		9,544,405
Total liabilities and equity	$	24,530,229	$	24,725,433

See accompanying notes.

VENTAS, INC.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts, unaudited)


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2024		2023		2024		2023
Revenues
Rental income:
Triple-net leased	$	153,934	$	154,355	$	309,302	$	304,094
Outpatient medical and research portfolio	218,853		215,807		437,730		418,811
	372,787		370,162		747,032		722,905
Resident fees and services	817,600		724,614		1,630,904		1,429,607
Third party capital management revenues	4,332		3,996		8,628		8,173
Income from loans and investments	1,436		6,554		2,725		20,143
Interest and other income	4,825		1,032		11,605		2,775
Total revenues	1,200,980		1,106,358		2,400,894		2,183,603
Expenses
Interest	149,259		143,265		299,192		271,340
Depreciation and amortization	339,848		304,689		640,103		586,808
Property-level operating expenses:
Senior housing	603,359		547,110		1,213,180		1,084,332
Outpatient medical and research portfolio	73,286		72,171		147,224		139,084
Triple-net leased	3,506		3,537		7,244		7,333
	680,151		622,818		1,367,648		1,230,749
Third party capital management expenses	1,650		1,436		3,403		3,142
General, administrative and professional fees	37,727		34,399		86,464		79,197
Loss (gain) on extinguishment of debt, net	420		(6,801)		672		(6,801)

Transaction, transition and restructuring costs	2,886		3,069		7,563		4,455
Allowance on loans receivable and investments, net	(42)		(12,065)		(110)		(20,129)
Gain on foreclosure of real estate	—		(29,127)		—		(29,127)
Shareholder relations matters	37		—		15,751		—
Other expense (income)	8,128		(17,959)		6,794		(10,197)
Total expenses	1,220,064		1,043,724		2,427,480		2,109,437
(Loss) income before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests	(19,084)		62,634		(26,586)		74,166
(Loss) income from unconsolidated entities	(1,652)		31,254		(10,035)		25,631
Gain on real estate dispositions	49,670		1,405		50,011		11,606
Income tax (expense) benefit	(7,766)		9,773		(4,762)		12,575
Income from continuing operations	21,168		105,066		8,628		123,978
Net income	21,168		105,066		8,628		123,978
Net income attributable to noncontrolling interests	1,781		1,613		3,553		3,008
Net income attributable to common stockholders	$	19,387	$	103,453	$	5,075	$	120,970
Earnings per common share
Basic:
Income from continuing operations	$	0.05	$	0.26	$	0.02	$	0.31

Net income attributable to common stockholders	0.05		0.26		0.01		0.30
Diluted:1
Income from continuing operations	$	0.05	$	0.26	$	0.02	$	0.31

Net income attributable to common stockholders	0.05		0.26		0.01		0.30

______________________________

1 Potential common shares are not included in the computation of diluted earnings per share (“EPS”) when a loss from continuing operations exists as the effect would be an antidilutive per share amount.

See accompanying notes.

VENTAS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands, unaudited)


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2024		2023		2024		2023
Net income	$	21,168	$	105,066	$	8,628	$	123,978
Other comprehensive income:
Foreign currency translation gain	3,189		1,881		7,124		5,780
Unrealized loss on available for sale securities	(842)		—		(722)		—
Unrealized (loss) gain on derivative instruments	(1,570)		28,001		9,452		19,199
Total other comprehensive income	777		29,882		15,854		24,979
Comprehensive income	21,945		134,948		24,482		148,957
Comprehensive income attributable to noncontrolling interests	413		5,578		1,059		5,739
Comprehensive income attributable to common stockholders	$	21,532	$	129,370	$	23,423	$	143,218

See accompanying notes.

VENTAS, INC.

CONSOLIDATED STATEMENTS OF EQUITY

For the Three Months Ended June 30, 2024 and 2023

(In thousands, except per share amounts, unaudited)


	For the Three Months Ended June 30, 2024
2019	Common Stock Par Value		Capital in Excess of Par Value		Accumulated Other Comprehensive (Loss) Income		Retained Earnings (Deficit)		Treasury Stock		Total Ventas Stockholders’ Equity		Noncontrolling Interests		Total Equity
Balance at April 1, 2024	$	101,094	$	15,756,414	$	(19,554)	$	(6,410,144)	$	(24,970)	$	9,402,840	$	55,993	$	9,458,833
Net income	—		—		—		19,387		—		19,387		1,781		21,168
Other comprehensive income (loss)	—		—		2,145		—		—		2,145		(1,368)		777

Net change in noncontrolling interests	—		(12,216)		—		—		—		(12,216)		(8,040)		(20,256)
Dividends to common stockholders—$0.45 per share	—		22		—		(186,638)		—		(186,616)		—		(186,616)


Issuance of common stock for stock plans, restricted stock grants and other	2,148		418,019		—		—		(90)		420,077		—		420,077
Adjust redeemable OP unitholder interests to current fair value	—		(25,467)		—		—		—		(25,467)		—		(25,467)

Redemption of OP Units	—		(800)		—		—		—		(800)		—		(800)
Balance at June 30, 2024	$	103,242	$	16,135,972	$	(17,409)	$	(6,577,395)	$	(25,060)	$	9,619,350	$	48,366	$	9,667,716


	For the Three Months Ended June 30, 2023
	Common Stock Par Value		Capital in Excess of Par Value		Accumulated Other Comprehensive (Loss) Income		Retained Earnings (Deficit)		Treasury Stock		Total Ventas Stockholders’ Equity		Noncontrolling Interests		Total Equity
Balance at April 1, 2023	$	100,065	$	15,562,017	$	(40,469)	$	(5,611,067)	$	(13,555)	$	9,996,991	$	67,611	$	10,064,602
Net income	—		—		—		103,453		—		103,453		1,613		105,066
Other comprehensive income	—		—		25,917		—		—		25,917		3,965		29,882

Net change in noncontrolling interests	—		3,463		—		—		—		3,463		(13,127)		(9,664)
Dividends to common stockholders—$0.45 per share	—		10		—		(180,885)		—		(180,875)		—		(180,875)

Issuance of common stock for stock plans, restricted stock grants and other	141		30,378		—		—		(76)		30,443		—		30,443

Adjust redeemable OP unitholder interests to current fair value	—		(11,010)		—		—		—		(11,010)		—		(11,010)



Balance at June 30, 2023	$	100,206	$	15,584,858	$	(14,552)	$	(5,688,499)	$	(13,631)	$	9,968,382	$	60,062	$	10,028,444

See accompanying notes.

VENTAS, INC.

CONSOLIDATED STATEMENTS OF EQUITY

For the Six Months Ended June 30, 2024 and 2023

(In thousands, except per share amounts, unaudited)


	For the Six Months Ended June 30, 2024
2019	Common Stock Par Value		Capital in Excess of Par Value		Accumulated Other Comprehensive (Loss) Income		Retained Earnings (Deficit)		Treasury Stock		Total Ventas Stockholders’ Equity		Noncontrolling Interests		Total Equity
Balance at January 1, 2024	$	100,648	$	15,650,734	$	(35,757)	$	(6,213,803)	$	(13,764)	$	9,488,058	$	56,347	$	9,544,405
Net income	—		—		—		5,075		—		5,075		3,553		8,628
Other comprehensive income (loss)	—		—		18,348		—		—		18,348		(2,494)		15,854

Net change in noncontrolling interests	—		(19,199)		—		—		—		(19,199)		(9,040)		(28,239)
Dividends to common stockholders—$0.45 per share	—		33		—		(368,667)		—		(368,634)		—		(368,634)

Issuance of common stock for stock plans, restricted stock grants and other	2,594		511,108		—		—		(11,296)		502,406		—		502,406

Adjust redeemable OP unitholder interests to current fair value	—		(5,108)		—		—		—		(5,108)		—		(5,108)
Redemption of OP Units	—		(1,596)		—		—		—		(1,596)		—		(1,596)

Balance at June 30, 2024	$	103,242	$	16,135,972	$	(17,409)	$	(6,577,395)	$	(25,060)	$	9,619,350	$	48,366	$	9,667,716


	For the Six Months Ended June 30, 2023
	Common Stock Par Value		Capital in Excess of Par Value		Accumulated Other Comprehensive (Loss) Income		Retained Earnings (Deficit)		Treasury Stock		Total Ventas Stockholders’ Equity		Noncontrolling Interests		Total Equity
Balance at January 1, 2023	$	99,912	$	15,539,777	$	(36,800)	$	(5,449,385)	$	(536)	$	10,152,968	$	68,709	$	10,221,677
Net income	—		—		—		120,970		—		120,970		3,008		123,978
Other comprehensive income	—		—		22,248		—		—		22,248		2,731		24,979

Net change in noncontrolling interests	—		4,856		—		—		—		4,856		(14,386)		(9,530)
Dividends to common stockholders—$0.90 per share	—		10		—		(360,084)		—		(360,074)		—		(360,074)

Issuance of common stock for stock plans, restricted stock grants and other	294		48,217		—		—		(13,095)		35,416		—		35,416

Adjust redeemable OP unitholder interests to current fair value	—		(7,933)		—		—		—		(7,933)		—		(7,933)
Redemption of OP Units	—		(69)		—		—		—		(69)		—		(69)

Balance at June 30, 2023	$	100,206	$	15,584,858	$	(14,552)	$	(5,688,499)	$	(13,631)	$	9,968,382	$	60,062	$	10,028,444

See accompanying notes.

VENTAS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, unaudited)


	For the Six Months Ended June 30,
	2024		2023
Cash flows from operating activities:
Net income	$	8,628	$	123,978
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	640,103		586,808
Amortization of deferred revenue and lease intangibles, net	(27,412)		(29,592)
Other non-cash amortization	14,852		8,969
Allowance on loans receivable and investments, net	(110)		(20,129)
Stock-based compensation	22,076		20,389
Straight-lining of rental income	(5,350)		(1,884)
Loss (gain) on extinguishment of debt, net	672		(6,801)
Gain on real estate dispositions	(50,011)		(11,606)



Income tax expense (benefit)	1,378		(15,813)
Loss (gain) from unconsolidated entities	10,035		(25,618)
Gain on foreclosure of real estate	—		(29,127)

Distributions from unconsolidated entities	10,063		9,682

Other	129		(14,279)
Changes in operating assets and liabilities:
Increase in other assets	(16,523)		(17,341)
Increase (decrease) in accrued interest	5,281		(3,524)
Decrease in accounts payable and other liabilities	(11,491)		(19,468)
Net cash provided by operating activities	602,320		554,644
Cash flows from investing activities:
Net investment in real estate property	(325,244)		(977)


Investment in loans receivable	(11,847)		(589)
Proceeds from real estate disposals	238,091		64,405
Proceeds from loans receivable	584		43,822




Proceeds from sale of interest in unconsolidated entities	—		50,054
Net cash assumed in foreclosure of real estate	—		11,615
Development project expenditures	(164,828)		(144,809)
Capital expenditures	(121,908)		(96,271)

Investment in unconsolidated entities	(29,069)		(64,247)
Insurance proceeds for property damage claims	2,834		9,390
Net cash used in investing activities	(411,387)		(127,607)
Cash flows from financing activities:
Net change in borrowings under revolving credit facilities	(10,770)		8,293
Net change in borrowings under commercial paper program	—		(267,414)
Proceeds from debt	1,216,336		1,748,532
Repayment of debt	(1,405,872)		(1,489,112)
Purchase of noncontrolling interests	(11,000)		(110)
Payment of deferred financing costs	(29,147)		(27,356)
Issuance of common stock, net	491,797		25,007
Cash distribution to common stockholders	(365,163)		(361,703)
Cash distribution to redeemable OP unitholders	(3,060)		(3,089)
Cash issued for redemption of OP Units	(2,087)		(655)
Contributions from noncontrolling interests	3,580		7,979
Distributions to noncontrolling interests	(9,967)		(17,388)
Proceeds from stock option exercises	—		1,736
Other	(10,074)		(12,805)
Net cash used in financing activities	(135,427)		(388,085)
Net increase in cash, cash equivalents and restricted cash	55,506		38,952
Effect of foreign currency translation	(3,684)		650
Cash, cash equivalents and restricted cash at beginning of period	563,462		170,745
Cash, cash equivalents and restricted cash at end of period	$	615,284	$	210,347

See accompanying notes.

VENTAS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(In thousands, unaudited)


	For the Six Months Ended June 30,
	2024		2023


Supplemental schedule of non-cash activities:
Assets acquired and liabilities assumed from acquisitions and other:
Real estate investments	$	10,530	$	—

Other assets	1,171		7,873

Other liabilities	4,713		9,000
Deferred income tax liability	6,988		12,382


Settlement of loan receivable	—		486,082
Real estate received in settlement of loan receivable	—		1,566,395
Assumption of debt related to real estate owned	—		1,016,804

See accompanying notes.

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,” “our,” “Company” and other similar terms) an S&P 500 company, is a real estate investment trust (“REIT”) focused on delivering strong, sustainable shareholder returns by enabling exceptional environments that benefit a large and growing aging population. We hold a portfolio that includes senior housing communities, outpatient medical buildings, research centers, hospitals and healthcare facilities located in North America and the United Kingdom. As of June 30, 2024, we owned or had investments in approximately 1,350 properties (including properties classified as held for sale and unconsolidated properties). Our company is headquartered in Chicago, Illinois with additional corporate offices in Louisville, Kentucky and New York, New York.

We elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code (the “Code”), commencing with our taxable year ended December 31, 1999. Provided we qualify for taxation as a REIT, we generally will not be required to pay U.S. federal corporate income taxes on our REIT taxable income that is currently distributed to our stockholders. In order to maintain our qualification as a REIT, we must satisfy a number of highly technical requirements, which impact how we invest in, operate or manage our assets.

We primarily invest in our portfolio of real estate assets through wholly-owned subsidiaries and other co-investment entities. We operate through three reportable business segments: senior housing operating portfolio, which we also refer to as “SHOP,” outpatient medical and research portfolio, which we also refer to as “OM&R,” and triple-net leased properties. Non-segment assets consist primarily of corporate assets, including cash, restricted cash, loans receivable and investments and miscellaneous accounts receivable as well as investments in unconsolidated entities. In addition, from time to time, we make secured and unsecured loans and other investments relating to real estate or operators. Our chief operating decision maker evaluates performance of the combined properties in each operating segment and determines how to allocate resources to these segments, in significant part, based on net operating income (“NOI”) and related measures for each segment. See “Note 16 – Segment Information.” For a discussion of our definition of NOI and for a reconciliation of NOI to our net income attributable to common stockholders, as computed in accordance with U.S. generally accepted accounting principles (“GAAP”), see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.”

We also have investments in unconsolidated entities, including through our third-party institutional capital management business, Ventas Investment Management (“VIM”). Through VIM, we partner with third-party institutional investors to invest in real estate through various joint ventures and other co-investment vehicles where we are the sponsor or general partner, including our open-ended investment vehicle, the Ventas Life Science & Healthcare Real Estate Fund (the “Ventas Fund”).

The following table summarizes information for our consolidated reportable business segments and non-segment assets for the six months ended June 30, 2024 (dollars in thousands):


Segment	Total NOI (1)		Percentage of Total NOI		Number of Consolidated Properties
Senior housing operating portfolio (SHOP)	$	417,724	41.0	%	582
Outpatient medical and research portfolio (OM&R)	291,842		28.7	%	428
Triple-net leased properties	302,058		29.7	%	308
Non-segment (2)	6,614		0.6	%	—
	$	1,018,238	100	%	1,318

______________________________

(1) “NOI” is defined as total revenues, less interest and other income, property-level operating expenses and third party capital management expenses. See “Non-GAAP Financial Measures” included elsewhere in this Quarterly Report on Form 10-Q for additional disclosure and a reconciliation of net income attributable to common stockholders, as computed in accordance with GAAP, to NOI.

(2) NOI for non-segment includes management fees and promote revenues, net of expenses related to our third-party institutional capital management business, income from loans and investments and various corporate-level expenses not directly attributable to any of our three reportable business segments.

VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 2—ACCOUNTING POLICIES

The accompanying Consolidated Financial Statements have been prepared in accordance with 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 six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. 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, 2023 (the “2023 Annual Report”). Certain prior period amounts have been reclassified to conform to the current period presentation.

Accounting Estimates

The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions regarding future events that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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”). Substantially all of the assets of the VIEs are real estate investments and substantially all of the liabilities of the VIEs are mortgage loans. Assets of the consolidated VIEs can only be used to settle obligations of such VIEs. Liabilities of the consolidated VIEs represent claims against the specific assets of the VIEs. Unless otherwise required by an operating 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 (dollars in thousands):


	As of June 30, 2024				As of December 31, 2023
	Total Assets		Total Liabilities		Total Assets		Total Liabilities
NHP/PMB L.P.	$	748,205	$	280,103	$	759,817	$	266,658
Fonds Immobilier Groupe Maurice, S.E.C.	1,894,840		1,169,211		1,971,410		1,204,619
Other identified VIEs	1,602,668		361,854		1,597,957		354,828
Tax credit VIEs	27,879		4,400		29,746		4,024

Recent Accounting Standards

In November 2023, the FASB issued Accounting Standards Update 2023-07, Segment Reporting—Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires incremental disclosures related to a public entity’s reportable segments. Required disclosures include, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, an amount for other segment items (which is the difference between segment revenue less segment expenses and less segment profit or loss) and a description of its composition, the title and position of the CODM, and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. The standard also permits disclosure of more than one measure of segment profit. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. We are evaluating the impact of adopting ASU 2023-07 and expect to have additional disclosures in our Form 10-K for the year ended December 31, 2024.

VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

In December 2023, the FASB issued Accounting Standards Update 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires public entities on an annual basis to (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). ASU 2023-09 is effective for fiscal years beginning after December 15, 2025. We are evaluating the impact of adopting ASU 2023-09 on our Consolidated Financial Statements.

In March 2024, the SEC adopted the final rule under SEC Release No. 33-11275, The Enhancement and Standardization of Climate Related Disclosures for Investors, which requires registrants to disclose climate-related information in registration statements and annual reports. The new rules would be effective for annual reporting periods beginning in fiscal year 2025. However, in April 2024, the SEC exercised its discretion to stay these rules pending the completion of judicial review of certain consolidated petitions with the United States Court of Appeals for the Eighth Circuit in connection with these rules. We are evaluating the impact of this rule on our Consolidated Financial Statements.

NOTE 3—CONCENTRATION OF CREDIT RISK

The properties managed by Atria Senior Living, Inc. (together with its subsidiaries, including Holiday Retirement (“Holiday”), “Atria”) and Sunrise Senior Living, LLC (together with its subsidiaries, “Sunrise”), and leased to Brookdale Senior Living Inc. (together with its subsidiaries, “Brookdale”), Ardent Health Partners, Inc. (f/k/a Ardent Health Partners, LLC and, together with its subsidiaries, “Ardent”) and Kindred Healthcare, LLC (together with its subsidiaries, “Kindred”) contributed approximately 19.2%, 5.9%, 7.2%, 6.6% and 6.6%, respectively, of our total NOI for the three months ended June 30, 2024. 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, Ardent and Kindred.

Our SHOP, outpatient medical and research portfolio and triple-net leased properties segments contributed 41.7%, 28.4%, and 29.2%, respectively, of our total NOI for the three months ended June 30, 2024. Our consolidated properties were located in 47 states, the District of Columbia, seven Canadian provinces and the United Kingdom as of June 30, 2024, with properties in one state (California) accounting for more than 10% of our total consolidated revenues and NOI for each of the three months ended June 30, 2024 and 2023. See “Non-GAAP Financial Measures” included elsewhere in this Quarterly Report on Form 10-Q for additional disclosure and a reconciliation of net income attributable to common stockholders, as computed in accordance with GAAP, to NOI.

Triple-Net Leased Properties

The properties we triple-net leased to Brookdale, Ardent and Kindred accounted for a significant portion of total revenues and total NOI for the three months ended June 30, 2024 and 2023. The following table reflects the concentration risk related to our triple-net leased properties including assets held for sale for the periods presented:


	For the Three Months Ended June 30,
	2024		2023
Contribution as a Percentage of Total Revenues (1):
Brookdale	3.1	%	3.4	%
Ardent (2)	2.8		3.0
Kindred	2.8		3.0
Contribution as a Percentage of Total NOI (3):
Brookdale	7.2	%	7.8	%
Ardent (2)	6.6		6.9
Kindred	6.6		6.9

____________________________

(1)Total revenues include third party capital management revenues, income from loans and investments and interest and other income.

(2)Results exclude 19 outpatient medical buildings included in our outpatient medical and research portfolio segment.

(3)See “Non-GAAP Financial Measures” included elsewhere in this Quarterly Report on Form 10-Q for additional disclosure and a reconciliation of net income attributable to common stockholders, as computed in accordance with GAAP, to NOI.

VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Each of our leases with Brookdale, 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, Ardent and Kindred leases is guaranteed by a corporate parent.

Kindred Lease

As of June 30, 2024, we leased 29 properties to Kindred (collectively, the “Kindred Portfolio”) pursuant to a single, triple-net master lease agreement (together with certain other agreements related to such master lease, collectively, the “Kindred Lease”). The Kindred Portfolio is divided into two separate renewal groups. The first group is composed of six properties (“Group 1”) and the second group is composed of 23 properties (“Group 2”). As of June 30, 2024, the Kindred Lease represented approximately 6.6% of the Company’s total annualized NOI, with Group 1 representing approximately 1.3% of total annualized NOI and Group 2 representing approximately 5.3% of the Company’s total annualized NOI. Kindred’s obligations under the Kindred Lease are guaranteed by a parent company.

The current term of the Kindred Lease for Group 1 expires on April 30, 2028. Under the Kindred Lease, Kindred has the option to renew the lease for all of the properties (but not less than all) within Group 1 for two 5-year extensions, in each case at the greater of escalated rent and fair market rent, by providing written notice no later than one year prior to the applicable expiration date.

The current term of the Kindred Lease for Group 2 expires on April 30, 2025. Under the Kindred Lease, Kindred had the option to renew the lease for all of the properties (but not less than all) within Group 2 for three 5-year extensions, in each case at the greater of escalated rent and fair market rent, by providing written notice no later than one year prior to the applicable expiration date. Although Kindred did not provide such notice, we and Kindred could still reach a negotiated agreement to extend the Kindred Lease with respect to some or all of the Group 2 properties. For any properties that Kindred does not continue to lease, there are other options we may choose to pursue, including, without limitation, transitions to replacement operators, conversions of properties to alternative uses and sale transactions. There can be no assurance that any negotiated agreement we reach with Kindred or any other options we may pursue with respect to the Group 2 properties would be as favorable to us as the current Kindred Lease.

If the Kindred Lease is renewed or otherwise extended for some or all of the Group 2 properties, the total contractual cash rent for those properties for the period from the date of the renewal or extension agreement to the end of the new or extended lease term would be straightlined for accounting purposes. If in such renewal or extension agreement we were to agree to continue to lease to Kindred some or all of the Group 2 properties after the current expiration date of April 30, 2025 for a lower base rent than the rent currently in place for such properties, we would recognize a non-cash GAAP reduction in revenue during the period after we reach such agreement through April 30, 2025 even if existing contractual cash rent remains unchanged and is fully paid at such higher level prior to such date.

Since the COVID-19 pandemic began to recede, the financial performance of the Kindred Portfolio has declined such that financial performance for the trailing 12-month period ending June 30, 2024 does not exceed the rent under the Kindred Lease for such period. While we believe that Kindred has taken and is taking targeted actions to attempt to improve the performance of the properties, there can be no assurance that Kindred will be able to do so or that such financial performance will not affect Kindred’s ability to perform its obligations to us or impact any of its decisions related to the renewal of the lease. We believe there are many factors in addition to portfolio coverage that will influence the ultimate outcome as it relates to the Group 2 properties.

See “Part I—Item 1A. Risk Factors—Risks Related to Our Business Operations and Strategy—If we need to replace any of our tenants or managers, we may be unable to do so on as favorable terms, if at all, and we could be subject to delays, limitations and expenses, which could adversely affect our business, financial condition and results of operations.” “Part I—Item 1A. Risk Factors—Risks Related to Our Business Operations and Strategy—A significant portion of our revenues and operating income is dependent on a limited number of tenants and managers, including Brookdale, Ardent, Kindred, Atria and Sunrise.” and “Part I—Item 1A. Risk Factors—Risks Related to Our Business Operations and Strategy—We face potential adverse consequences from the bankruptcy, insolvency or financial deterioration of our tenants, managers, borrowers and other obligors.” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Brookdale Lease

As of June 30, 2024, we leased 121 properties (excluding 10 properties managed by Brookdale pursuant to long-term management agreements and included in the SHOP segment) to Brookdale pursuant to a single, triple-net master lease agreement (together with certain other agreements related to such master lease, collectively, the “Brookdale Lease”). The aggregate cash base rent due to us from Brookdale in 2024 is approximately $110.3 million, and the current aggregate contractual base rent (computed in accordance with GAAP) is approximately $148.9 million. The difference between the aggregate cash base rent due in 2024 and the current aggregate contractual base rent (computed in accordance with GAAP) is, in part, a result of the amortization over the remaining lease term of $235 million of up-front consideration received as part of amendments to the Brookdale Lease that were entered into in July 2020 (the “2020 Consideration”). The 2020 Consideration consisted of: (a) $162 million in cash; (b) a $45 million note (repaid by Brookdale in 2021); and (c) $28 million, representing the initial value of warrants exercisable for 16.3 million shares of Brookdale Senior Living, Inc. common stock. As of June 30, 2024, approximately $170.6 million of such 2020 Consideration has been amortized, leaving approximately $64.0 million unamortized. The Brookdale Lease is guaranteed by Brookdale Senior Living, Inc.

Under the terms of the Brookdale Lease, base rent escalates annually at 3% per annum, commencing on January 1, 2022. The term of the Brookdale Lease expires December 31, 2025. Brookdale has the option to renew the Brookdale Lease with respect to all (but not less than all) of the properties for two, 10-year extensions. Base rent for the first year of each extension is the greater of (a) 103% of prior full year’s base rent; and (b) fair market rent, capped at a 10% increase. Subsequent to the first year of any such renewal, base rent would continue to escalate by 3% per annum over the prior full year’s base rent.

Brookdale currently has the option to renew the Brookdale Lease for its next 10-year extension by providing written notice to us after June 30, 2024 and on or before November 30, 2024. If Brookdale does not timely exercise its renewal option, we and Brookdale may nonetheless reach a negotiated agreement to continue the Brookdale Lease in whole or in part prior to its expiration date. If all or any part of the Brookdale Lease is renewed or otherwise extended, the then remaining unamortized portion of the 2020 Consideration would be re-amortized and the new GAAP rent for the period from the date of the renewal or extension agreement to the end of the new or extended lease term would be straightlined. See “Risk Factors—Risks Related to Our Business Operations and Strategy—If we need to replace any of our tenants or managers, we may be unable to do so on as favorable terms, if at all, and we could be subject to delays, limitations and expenses, which could adversely affect our business, financial condition and results of operations.” and “Risk Factors—Risks Related to Our Business Operations and Strategy—A significant portion of our revenues and operating income is dependent on a limited number of tenants and managers, including Brookdale, Ardent, Kindred, Atria and Sunrise.” included in Part 1, Item 1A in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

During the three months ended June 30, 2024, we exercised warrants for 1.7 million shares of Brookdale Senior Living, Inc. common stock (“Brookdale Common Stock”) on a cashless basis, resulting in our receipt of 0.9 million shares of Brookdale Common Stock (net of the $3.00 exercise price), which we sold for net cash proceeds of $6.1 million (recorded within operating cashflows in our Consolidated Statements of Cash Flows). We recognized a $1.0 million net realized loss relative to the fair market value of the warrants as of March 31, 2024 (recorded in Other Expense in our Consolidated Statements of Income). As of June 30, 2024, we continued to hold 14.6 million warrants for Brookdale Common Stock, which are exercisable at any time prior to December 31, 2025 and have an exercise price of $3.00 per share. The remaining warrants are classified within Other Assets on our Consolidated Balance Sheets and measured at fair value with changes in fair value being recognized within Other Expense in our Consolidated Statements of Income.

Ardent Lease

As of June 30, 2024, we leased 11 properties (excluding 19 outpatient medical buildings leased to Ardent under separate leases included in our outpatient medical and research portfolio segment) to Ardent pursuant to a single, triple-net master lease agreement (together with certain other agreements related to such master lease, collectively, the “Ardent Lease”). The existing term of the Ardent Lease expires August 31, 2035 and Ardent has the option to renew such term for one, 10-year extension at contractual escalated rent. The Ardent Lease is guaranteed by the Ardent parent company. In July 2024, Ardent Health Partners, Inc., the parent company of the tenants under, and guarantor of, the Ardent Lease, consummated an initial public offering (the “Ardent IPO”). See “Note 7 – Investments in Unconsolidated Entities.”

VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Senior Housing Operating Portfolio

As of June 30, 2024, Atria and Sunrise, collectively, provided comprehensive property management and accounting services with respect to 298 of our 582 consolidated senior housing communities, for which we pay annual management fees pursuant to long-term management agreements.

As of June 30, 2024, Atria managed a pool of 205 senior housing communities for Ventas. Ventas has the right to terminate the management contract for 57 of the communities on short notice.

As of June 30, 2024, Sunrise managed 93 senior housing communities for Ventas pursuant to multiple management agreements (collectively, the “Sunrise Management Agreements”). Our Sunrise Management Agreements have initial terms expiring between 2034 and 2040. Ventas has the ability to terminate some or all of the Sunrise Management Agreements under certain circumstances with or without the payment of a fee.

We rely on our managers’ personnel, expertise, technical resources and information systems, proprietary information, good faith and judgment to manage our senior housing operating portfolio 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.

NOTE 4—ACQUISITIONS OF REAL ESTATE PROPERTY

We acquire and invest in senior housing, outpatient medical buildings, research 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. Each of our acquisitions disclosed below was accounted for as an asset acquisition.

2024 Acquisitions

During the six months ended June 30, 2024, we acquired 11 senior housing communities reported within our SHOP segment for an aggregate purchase price of $327.4 million.

NOTE 5—DISPOSITIONS AND IMPAIRMENTS

2024 Activity

During the six months ended June 30, 2024, we sold 15 senior housing communities, 10 outpatient medical buildings (one of which was vacant) and 23 triple-net leased properties for aggregate consideration of $234.1 million and recognized a gain on the sale of these assets of $50.0 million in our Consolidated Statements of Income.

VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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 (dollars in thousands):


	As of June 30, 2024					As of December 31, 2023
	Number of Properties Held for Sale	Assets Held for Sale		Liabilities Related to Assets Held for Sale		Number of Properties Held for Sale	Assets Held for Sale		Liabilities Related to Assets Held for Sale
SHOP	3	$	18,725	$	3,515	13	$	48,173	$	6,419
Outpatient medical and research portfolio (1)	—	24,536		1,473		3	5,431		2,643
Triple-net leased properties	—	—		—		1	2,885		181
Total	3	$	43,261	$	4,988	17	$	56,489	$	9,243

______________________________

(1)The balances as of June 30, 2024 relate to a partial sale of a building, as such, no property count is allocated.

Real Estate Impairments

We recognized impairments of $44.9 million and $10.7 million for the three months ended June 30, 2024 and 2023, respectively, and $50.3 million and $19.2 million for the six months ended June 30, 2024 and 2023 respectively, which are recorded primarily as a component of depreciation and amortization in our Consolidated Statements of Income. The impairments recorded were primarily a result of a change in our intent to hold or a change in the expected future cash flows of the impaired assets.

NOTE 6—LOANS RECEIVABLE AND INVESTMENTS

As of June 30, 2024 and December 31, 2023, we held $65.5 million and $54.1 million, respectively, of loans receivable and investments, net of allowance, 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, if applicable (dollars in thousands):


	Amortized Cost		Allowance		Carrying Amount		Fair Value
As of June 30, 2024:
Secured/mortgage loans and other, net (1)	$	36,195	$	—	$	36,195	$	36,248


Non-mortgage loans receivable, net (2)	33,213		(3,866)		29,347		28,314

Total loans receivable and investments, net	$	69,408	$	(3,866)	$	65,542	$	64,562

As of December 31, 2023:
Secured/mortgage loans and other, net (1)	$	27,986	$	—	$	27,986	$	27,947
Non-mortgage loans receivable, net (2)	30,128		(3,976)		26,152		25,200
Total loans receivable and investments, net	$	58,114	$	(3,976)	$	54,138	$	53,147

______________________________

(1)Investments have contractual maturities ranging from 2024 to 2027.

(2)Included in other assets on our Consolidated Balance Sheets.

VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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. Our investments in unconsolidated entities include investments in both real estate entities and operating entities as described further below.

Investments in Unconsolidated Real Estate Entities

Below is a summary of our investments in unconsolidated real estate entities, including through VIM, as of June 30, 2024 and December 31, 2023, respectively (dollars in thousands):


	Ownership as of (1)		Carrying Amount as of
	June 30, 2024	December 31, 2023	June 30, 2024		December 31, 2023
Investments in unconsolidated real estate entities:
Ventas Life Science & Healthcare Real Estate Fund	20.1%	20.1%	$	262,374	$	264,442
Pension Fund Joint Venture	25.0%	25.0%	19,125		22,169
Research & Innovation Development Joint Venture	53.0%	53.0%	290,619		275,829
Ventas Investment Management platform			572,118		562,440
Atrium Health & Wake Forest Joint Venture	48.5%	48.5%	36,112		35,137
All other (2)	34.0%-37.5%	34.0%-37.5%	614		629
Total investments in unconsolidated real estate entities			$	608,844	$	598,206

______________________________

(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 entities. 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 parking structures and other de minimis investments in unconsolidated real estate entities.

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 $3.9 million and $3.6 million for the three months ended June 30, 2024 and 2023, respectively, and $7.7 million and $7.2 million for the six months ended June 30, 2024 and 2023, respectively. Such amounts, along with any promote revenue, are included in third party capital management revenues in our Consolidated Statements of Income.

Investments in Unconsolidated Operating Entities

We own investments in unconsolidated operating entities such as Ardent and Atria, which are included within other assets on our Consolidated Balance Sheets.

As of June 30, 2024, we held a 34% ownership interest in Atria, which entitles us to customary minority rights and protections, including the right to appoint two members to the Atria Board of Directors.

As of June 30, 2024, we held a 7.5% ownership interest in Ardent, which entitled us to customary minority rights and protections, including the right to appoint one member to the Ardent Board of Directors. Following Ardent’s initial public offering, which was consummated in July 2024 (the “Ardent IPO”), we held an approximately 6.5% ownership interest in Ardent. In connection with the Ardent IPO, we entered into a nomination agreement with Ardent, which provides us the right (but not the obligation) to nominate one member of the Ardent Board of Directors for so long as we beneficially own 4% or more of the total voting power of Ardent.

VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 8—INTANGIBLES

The following is a summary of our intangibles (dollars in thousands):


	As of June 30, 2024			As of December 31, 2023
	Balance		Weighted Average Remaining Amortization Period in Years	Balance		Weighted Average Remaining Amortization Period in Years
Intangible assets:
Above-market lease intangibles (1)	$	128,773	4.5	$	130,371	4.8
In-place and other lease intangibles (2)	1,325,700		9.3	1,317,775		8.3
Goodwill	1,045,071		N/A	1,045,176		N/A
Other intangibles (2)	34,389		4.3	34,440		4.8
Accumulated amortization	(1,253,521)		N/A	(1,189,817)		N/A
Net intangible assets	$	1,280,412	8.8	$	1,337,945	8.0
Intangible liabilities:
Below-market lease intangibles (1)	$	306,094	7.8	$	306,499	8.1
Other lease intangibles	13,498		N/A	13,498		N/A
Accumulated amortization	(246,908)		N/A	(241,600)		N/A
Purchase option intangibles	3,568		N/A	3,568		N/A
Net intangible liabilities	$	76,252	7.8	$	81,965	8.1

______________________________

(1) Amortization of above- and below-market lease intangibles is recorded as a decrease and an increase to revenues, respectively, in our Consolidated Statements of Income.

(2) Amortization of lease intangibles is recorded in depreciation and amortization in our Consolidated Statements of Income.

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.

VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 9—OTHER ASSETS

The following is a summary of our other assets (dollars in thousands):


	As of June 30, 2024		As of December 31, 2023
Straight-line rent receivables	$	198,668	$	194,108
Deferred lease costs, net	130,862		118,556
Investment in unconsolidated operating entities	77,880		80,312
Stock warrants	61,100		59,281
Non-mortgage loans receivable, net	29,347		26,152

Other intangibles, net	5,153		5,584
Other	199,976		199,417
Total other assets	$	702,986	$	683,410

Stock warrants represent warrants exercisable at any time prior to December 31, 2025, in whole or in part, for 14.6 million shares of Brookdale Senior Living, Inc. common stock at an exercise price of $3.00 per share. See Note 3 – Concentration of Credit Risk. The remaining warrants are measured at fair value with changes in fair value being recognized within Other Expense in our Consolidated Statements of Income.

VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 10—SENIOR NOTES PAYABLE AND OTHER DEBT

The following is a summary of our senior notes payable and other debt (dollars in thousands):


	As of June 30, 2024		As of December 31, 2023
Unsecured revolving credit facility (1)(2)	$	3,161	$	14,006
Commercial paper notes	—		—
3.50% Senior Notes due 2024	—		400,000
3.75% Senior Notes due 2024	—		400,000
4.125% Senior Notes, Series B due 2024 (2)	119,362		123,256
2.80% Senior Notes, Series E due 2024 (2)	—		55,143
Unsecured term loan due 2025 (2)	—		377,501
3.50% Senior Notes due 2025	600,000		600,000
2.65% Senior Notes due 2025	450,000		450,000