0000740260FALSE353 N. Clark Street, Suite 3300ChicagoIllinois00007402602024-10-302024-10-300000740260exch:XNYS2024-10-302024-10-30

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
  
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):  October 30, 2024
 
Ventas, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware 001-10989 61-1055020
(State or other jurisdiction
of incorporation)		 (Commission
File Number)		 (IRS Employer
Identification No.)
 
353 N. Clark Street, Suite 3300, Chicago, Illinois
 60654
(Address of principal executive offices) (Zip Code)
 
Registrant’s telephone number, including area code: (877) 483-6827
 
Not applicable
(Former name or former address, if changed since last report.)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, $0.25 par valueVTRNew York Stock Exchange
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐
 
 



Item 2.02.     Results of Operations and Financial Condition.

On October 31, 2024, Ventas, Inc. (the “Company”) issued a press release announcing its results of operations for the quarter ended September 30, 2024. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated into this Item 2.02 by reference.
The information in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” with the U.S. Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 9.01.    Financial Statements and Exhibits.
(d)    Exhibits:
Exhibit Number
Description
104Cover Page Interactive Data File (formatted as inline XBRL).
 


SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 VENTAS, INC.
  
  
Date: October 30, 2024By:   /s/ Carey S. Roberts                
  Carey S. Roberts
  Executive Vice President, General Counsel, Ethics & Compliance Officer and Corporate Secretary
 


ventas-logox2colorxlightbg.jpg    Exhibit 99.1
Ventas, Inc.    353 North Clark Street, Suite 3300    Chicago, Illinois 60654    (877) 4-VENTAS    www.ventasreit.com

Contact:    BJ Grant
(877) 4-VENTAS                
Ventas Reports 2024 Third Quarter Results
CHICAGO – Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) today reported results for the third quarter ended September 30, 2024.

CEO Remarks

“Ventas delivered another strong quarter executing on our focused strategy to capture the unprecedented multiyear growth opportunity in senior housing,” said Debra A. Cafaro, Ventas Chairman and CEO.

“We drove occupancy and revenue outperformance and double-digit NOI growth in our senior housing operating portfolio, supported by broad-based demand.

“We also have closed or placed under contract $1.7 billion of senior housing investments year to date. This accelerating activity underscores our ability to capture value-creating opportunities in senior housing, and to meaningfully expand our participation in the multiyear senior housing growth opportunity.

“As a result of our momentum, we are updating and improving our full year guidance,” Cafaro concluded.

Third Quarter and Other 2024 Highlights

•Net Income Attributable to Common Stockholders (“Attributable Net Income”) per share of $0.05

•Normalized Funds From Operations* (“Normalized FFO”) per share of $0.80, an increase of approximately 7% compared to the prior year

•Total Company Net Operating Income* (“NOI”) year-over-year growth of 4.9% and Total Company Same-Store Cash NOI* year-over-year growth of 7.6%

•On a Same-Store Cash NOI* basis, the senior housing operating portfolio (“SHOP”) grew 15.3% year-over-year and was led by average occupancy growth of 350 basis points
•Year to date, the Company closed on approximately $1.4 billion of senior housing investments, with an additional $300 million of senior housing investments under contract and expected to close by year end

•Year to date, the Company issued 19.8 million shares of common stock under its at-the-market equity offering program for gross proceeds of approximately $1.1 billion, of which 3.4 million shares are issuable for gross proceeds of approximately $210 million under forward sales agreements and subject to future settlement. Year to date, the Company has completed over $300 million of dispositions

•As of September 30, 2024, the Company had $4.0 billion in liquidity, including availability under its unsecured revolving credit facility, $1.1 billion of cash and cash equivalents and $0.2 billion available under issuances of forward sales of common stock subject to future settlement

*Some of the financial measures throughout this press release are non-GAAP measures. 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.


Ventas Reports 2024 Third Quarter Results
October 30, 2024
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Third Quarter 2024 Company Results

For the Third Quarter 2024, reported per share results were:
Quarter Ended September 30,
20242023$ Change% Change
Attributable Net Income (Loss)
$0.05($0.18)$0.23n/m
Nareit FFO*$0.79$0.73$0.068%
Normalized FFO*$0.80$0.75$0.057%
______________________________
n/m - Not meaningful

* Some of the financial measures throughout this press release are non-GAAP measures. 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.

Delivering Profitable Organic Growth in Senior Housing

The third quarter SHOP Same-Store portfolio grew average occupancy by 350 basis points year-over-year. When combined with rate growth, total revenue grew 8.7%. The SHOP Same-Store portfolio delivered year-over-year Same-Store Cash NOI growth of over 15% in the third quarter.

Third quarter average occupancy growth in the SHOP Same-Store portfolio was led by the U.S. at 400 basis points year-over-year. Canada average occupancy grew 200 basis points year-over-year, reaching a new record of 96.5% in the third quarter.

External Growth Opportunities Focused on Senior Housing

Ventas has closed or placed under contract $1.7 billion of senior housing investments year to date. These senior housing investments are expected to generate attractive NOI yields, are priced below replacement cost, and offer significant multiyear NOI growth potential consistent with the Company’s investment criteria. The Company intends to continue to build on its investment momentum to capture value-creating opportunities in senior housing and meaningfully expand its participation in the multiyear senior housing growth opportunity.

Financial Strength and Flexibility

Ventas’s long-term success is supported by its scale, strong liquidity and access to multiple sources of attractive capital. Net Debt-to-Further Adjusted EBITDA* improved to 6.3x at the end of the third quarter led by SHOP organic growth and equity-funded senior housing investments, representing an improvement of 0.6x from year-end 2023.

Corporate Sustainability Leadership

In September, Ventas released its 2023-2024 Corporate Sustainability Report (“CSR”). The report details the Company’s environmental, social and governance initiatives to support the growth and success of its business and to advance its vital mission of helping a large and rapidly growing aging population live longer, healthier, happier lives. Ventas continues to earn global recognition for sustainability leadership and accomplishments, including distinction as the #1 Listed Healthcare REIT in the GRESB global ESG real estate assessment since 2017 and ENERGY STAR ® Partner of the Year in Energy Management for four consecutive years, with the Sustained Excellence designation for the second consecutive year. The report is available at www.ventasreit.com/csr2024.

*Some of the financial measures throughout this press release are non-GAAP measures. 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.

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October 30, 2024
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Updated and Improved Full Year 2024 Guidance

The Company is updating and improving its guidance for the full year. The Company’s guidance contains forward-looking statements and is based on a number of assumptions, including select assumptions identified later in this press release. Actual results may differ materially.
As of 8/1/2024
As of 10/30/2024
Attributable Net Income Per Share Range
$0.07 - $0.13
$0.09 - $0.13
Attributable Net Income Per Share Midpoint$0.10$0.11
Nareit FFO Per Share Range*
$3.02 - $3.08
$3.04 - $3.08
Nareit FFO Per Share Midpoint*$3.05$3.06
Normalized Per Share FFO Range*
$3.12 - $3.18
$3.14 - $3.18
Normalized Per Share FFO Midpoint*
$3.15$3.16
* Some of the financial measures throughout this press release are non-GAAP measures. 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.

Investor Presentation

A Third Quarter Earnings Presentation 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 Third Quarter 2024 Supplemental posted at ir.ventasreit.com. The information contained on, or that may be accessed through, the Company’s website, including the information contained in the aforementioned Earnings Presentation and Supplemental, is not incorporated by reference into, and is not part of, this document.

Third Quarter 2024 Results Conference Call

Ventas will hold a conference call to discuss this earnings release on Thursday, October 31, 2024 at 10:00 a.m. Eastern Time (9:00 a.m. Central Time).

The dial-in number for the conference call is (888) 330-3576 (or +1 (646) 960-0672 for international callers), and the participant passcode is 7655497. A live webcast can be accessed from the Investor Relations section of www.ventasreit.com.

A telephonic replay will be available at (800) 770-2030 (or +1 (609) 800-9909 for international callers), passcode 7655497, 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, Inc. (NYSE: VTR) is a leading S&P 500 real estate investment trust enabling exceptional environments that benefit a large and growing aging population. With approximately 1,350 properties in North America and the United Kingdom, Ventas occupies an essential role in the longevity economy. The Company’s growth is fueled by its over 800 senior housing communities, which provide valuable services to residents and enable them to thrive in supported environments. The Ventas portfolio also includes outpatient medical buildings, research centers and healthcare facilities. The Company aims to deliver outsized performance by leveraging its unmatched operational expertise, data-driven insights from its Ventas OITM platform, extensive relationships and strong financial position. Ventas’s seasoned team of talented professionals shares a commitment to excellence, integrity and a common purpose of helping people live longer, healthier, happier lives.

Non-GAAP Financial Measures

This press release of Ventas, Inc. (the “Company,” “we,” “us,” “our” and similar terms) includes certain financial performance measures not defined by generally accepted accounting principles in the United States (“GAAP”), such as Nareit FFO, Normalized FFO, Net Operating Income (“NOI”), Same-Store Cash NOI, Same-Store Cash NOI Growth and Net Debt to Further Adjusted EBITDA. Reconciliations of these non-GAAP financial measures to the
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October 30, 2024
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most directly comparable GAAP measures are included in the appendix to this press release. 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 for, or superior to, financial measures calculated in accordance with GAAP.

Cautionary Statements

Certain of the information contained herein, including intra-quarter operating information, 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 “assume,” “may,” “will,” “project,” “expect,” “believe,” “intend,” “anticipate,” “seek,” “target,” “forecast,” “plan,” “potential,” “opportunity,” “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. We do not undertake a duty to update these forward-looking statements, which speak only as of the date on which they are made. We urge you to carefully review the disclosures we make concerning risks and uncertainties that may affect our business and future financial performance, including those made below and in our filings with the Securities and Exchange Commission, such as in the sections titled “Cautionary Statements — Summary Risk Factors,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023 and our subsequent Quarterly Reports on Form 10-Q.

Certain factors that could affect our future results and our ability to achieve our stated goals include, but are not limited to: (a) our ability to achieve the anticipated benefits and synergies from, and effectively integrate, our completed or anticipated acquisitions and investments; (b) our exposure and the exposure of our tenants, managers and borrowers to complex healthcare and other regulations, including evolving laws and regulations regarding data privacy, cybersecurity and environmental matters, and the challenges and expense associated with complying with such regulation; (c) the potential for significant general and commercial claims, legal actions, investigations, regulatory proceedings and enforcement actions that could subject us or our tenants, managers or borrowers to increased operating costs, uninsured liabilities, including fines and other penalties, reputational harm or significant operational limitations, including the loss or suspension of or moratoriums on accreditations, licenses or certificates of need, suspension of or nonpayment for new admissions, denial of reimbursement, suspension, decertification or exclusion from federal, state or foreign healthcare programs or the closure of facilities or communities; (d) our reliance on third-party managers and tenants to operate or exert substantial control over properties they manage for, or rent from, us, which limits our control and influence over such properties, their operations and their performance; (e) the impact of market and general economic conditions on us, our tenants, managers and borrowers and in areas in which our properties are geographically concentrated, including macroeconomic trends and financial market events, such as bank failures and other events affecting financial institutions, market volatility, increases in inflation, changes in or elevated interest and exchange rates, tightening of lending standards and reduced availability of credit or capital, geopolitical conditions, supply chain pressures, rising labor costs and historically low unemployment, 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 and private capital markets; (f) our reliance and the reliance of our tenants, managers and borrowers on the financial, credit and capital markets and the risk that those markets may be disrupted or become constrained; (g) our ability, and the ability of our tenants, managers and borrowers, to navigate the trends impacting our or their businesses and the industries in which we or they operate, and the financial condition or business prospect of our tenants, managers
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October 30, 2024
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and borrowers; (h) the risk of bankruptcy, inability to obtain benefits from governmental programs, insolvency or financial deterioration of our tenants, managers, borrowers and other obligors which may, among other things, have an adverse impact on the ability of such parties to make payments or meet their other obligations to us, which could have an adverse impact on our results of operations and financial condition; (i) the risk that the borrowers under our loans or other investments default or that, to the extent we are able to foreclose or otherwise acquire the collateral securing our loans or other investments, we will be required to incur additional expense or indebtedness in connection therewith, that the assets will underperform expectations or that we may not be able to subsequently dispose of all or part of such assets on favorable terms; (j) our current and future amount of outstanding indebtedness, and our ability to access capital and to incur additional debt which is subject to our compliance with covenants in instruments governing our and our subsidiaries’ existing indebtedness; (k) risks related to the recognition of reserves, allowances, credit losses or impairment charges which are inherently uncertain and may increase or decrease in the future and may not represent or reflect the ultimate value of, or loss that we ultimately realize with respect to, the relevant assets, which could have an adverse impact on our results of operations and financial condition; (l) the risk that our leases or management agreements are not renewed or are renewed on less favorable terms, that our tenants or managers default under those agreements or that we are unable to replace tenants or managers on a timely basis or on favorable terms, if at all; (m) 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, joint ventures and minority interests, including our ability to dispose of such assets on favorable terms as a result of rights of first offer or rights of first refusal in favor of third parties; (n) risks related to development, redevelopment and construction projects, including costs associated with inflation, rising or elevated interest rates, labor conditions and supply chain pressures, and risks related to increased construction and development in markets in which our properties are located, including adverse effect on our future occupancy rates; (o) our ability to attract and retain talented employees; (p) 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 with such requirements; (q) the ownership limits contained in our certificate of incorporation with respect to our capital stock in order to preserve our qualification as a REIT, which may delay, defer or prevent a change of control of our company; (r) 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, managers or borrowers; (s) increases in our borrowing costs as a result of becoming more leveraged, including in connection with acquisitions or other investment activity and rising or elevated interest rates; (t) our exposure to various operational risks, liabilities and claims from our operating assets; (u) our dependency on a limited number of tenants and managers for a significant portion of our revenues and operating income; (v) our exposure to particular risks due to our specific asset classes and operating markets, such as adverse changes affecting our specific asset classes and the real estate industry, the competitiveness or financial viability of hospitals on or near the campuses where our outpatient medical buildings are located, our relationships with universities, the level of expense and uncertainty of our research tenants, and the limitation of our uses of some properties we own that are subject to ground lease, air rights or other restrictive agreements; (w) the risk of damage to our reputation; (x) the availability, adequacy and pricing of insurance coverage provided by our policies and policies maintained by our tenants, managers or other counterparties; (y) the risk of exposure to unknown liabilities from our investments in properties or businesses; (z) the occurrence of cybersecurity threats and incidents that could disrupt our or our tenants’, managers’ or borrower’s operations, result in the loss of confidential or personal information or damage our business relationships and reputation; (aa) the failure to maintain effective internal controls, which could harm our business, results of operations and financial condition; (bb) the impact of merger, acquisition and investment activity in the healthcare industry or otherwise affecting our tenants, managers or borrowers; (cc) disruptions to the management and operations of our business and the uncertainties caused by activist investors; (dd) the risk of catastrophic or extreme weather and other natural events and the physical effects of climate change; (ee) the risk of potential dilution resulting from future sales or issuances of our equity securities; and (ff) the other factors set forth in our periodic filings with the Securities and Exchange Commission.
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October 30, 2024
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CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts; dollars in USD; unaudited)
As of September 30, 2024As of December 31, 2023
Assets
Real estate investments:
Land and improvements$2,638,649 $2,596,274 
Buildings and improvements27,626,929 27,201,381 
Construction in progress362,189 368,143 
Acquired lease intangibles1,460,883 1,448,146 
Operating lease assets309,765 312,142 
32,398,415 31,926,086 
Accumulated depreciation and amortization(10,888,157)(10,177,136)
Net real estate property21,510,258 21,748,950 
Secured loans receivable and investments, net144,797 27,986 
Investments in unconsolidated real estate entities622,996 598,206 
Net real estate investments22,278,051 22,375,142 
Cash and cash equivalents1,104,733 508,794 
Escrow deposits and restricted cash60,964 54,668 
Goodwill1,045,955 1,045,176 
Assets held for sale50,637 56,489 
Deferred income tax assets, net3,495 1,754 
Other assets803,354 683,410 
Total assets$25,347,189 $24,725,433 
Liabilities and equity
Liabilities:
Senior notes payable and other debt$13,668,871 $13,490,896 
Accrued interest113,753 117,403 
Operating lease liabilities215,440 194,734 
Accounts payable and other liabilities1,148,752 1,041,616 
Liabilities related to assets held for sale5,252 9,243 
Deferred income tax liabilities36,755 24,500 
Total liabilities15,188,823 14,878,392 
Redeemable OP unitholder and noncontrolling interests329,688 302,636 
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, 419,267 and 402,380 shares outstanding at September 30, 2024 and December 31, 2023, respectively104,723 100,648 
Capital in excess of par value16,466,182 15,650,734 
Accumulated other comprehensive loss(38,472)(35,757)
Retained earnings (deficit)(6,748,224)(6,213,803)
Treasury stock, 3 and 279 shares issued at September 30, 2024 and December 31, 2023, respectively(25,115)(13,764)
Total Ventas stockholders’ equity9,759,094 9,488,058 
Noncontrolling interests69,584 56,347 
Total equity9,828,678 9,544,405 
Total liabilities and equity$25,347,189 $24,725,433 
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CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts; dollars in USD; unaudited)
For the Three Months Ended September 30,For the Nine Months Ended September 30,
2024202320242023
Revenues                                                                                                                         
Rental income:
Triple-net leased properties$155,349 $159,812 $464,651 $463,906 
Outpatient medical and research portfolio220,957 226,326 658,687 645,137 
376,306 386,138 1,123,338 1,109,043 
Resident fees and services845,532 754,417 2,476,436 2,184,024 
Third party capital management revenues4,392 5,315 13,020 13,488 
Income from loans and investments1,881 1,208 4,606 21,351 
Interest and other income8,204 2,754 19,809 5,529 
Total revenues1,236,315 1,149,832 3,637,209 3,333,435 
Expenses  
Interest150,437 147,919 449,629 419,259 
Depreciation and amortization304,268 370,377 944,371 957,185 
Property-level operating expenses:
Senior housing631,550 573,715 1,844,730 1,658,047 
Outpatient medical and research portfolio77,479 78,915 224,703 217,999 
Triple-net leased properties4,379 3,847 11,623 11,180 
713,408 656,477 2,081,056 1,887,226 
Third party capital management expenses1,553 1,472 4,956 4,614 
General, administrative and professional fees35,092 33,297 121,556 112,494 
Loss (gain) on extinguishment of debt, net— 612 672 (6,189)
Transaction, transition and restructuring costs8,580 7,125 16,143 11,580 
Recovery of allowance on loans receivable and investments, net(56)(66)(166)(20,195)
Gain on foreclosure of real estate— — — (29,127)
Shareholder relations matters— — 15,751 — 
Other expense (income)3,935 9,432 10,729 (765)
Total expenses1,217,217 1,226,645 3,644,697 3,336,082 
Income (loss) before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests19,098 (76,813)(7,488)(2,647)
Income (loss) from unconsolidated entities4,629 (5,119)(5,406)20,512 
Gain on real estate dispositions271 10,711 50,282 22,317 
Income tax (expense) benefit(3,002)1,662 (7,764)14,237 
Net income (loss)20,996 (69,559)29,624 54,419 
Net income attributable to noncontrolling interests1,753 1,565 5,306 4,573 
Net income (loss) attributable to common stockholders$19,243 $(71,124)$24,318 $49,846 
Earnings per common share  
Basic:  
Net income (loss)$0.05 $(0.17)$0.07 $0.14 
Net income (loss) attributable to common stockholders0.05 (0.18)0.06 0.12 
Diluted:1
Net income (loss)$0.05 $(0.17)$0.07 $0.13 
Net income (loss) attributable to common stockholders0.05 (0.18)0.06 0.12 
Weighted average shares used in computing earnings per common share
Basic414,599 402,859 408,691 401,424 
Diluted419,474 406,655 412,785 405,166 

1 Potential common shares are not included in the computation of diluted earnings per share (“EPS”) when a net loss exists as the effect would be an antidilutive per share amount.
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NON-GAAP FINANCIAL MEASURES RECONCILIATION
Funds From Operations Attributable to Common Stockholders (FFO)
(In thousands, except per share amounts; dollars in USD; totals may not sum due to rounding; unaudited)

Q3 YoY
20242023Change
Q3Q3
’24-’23
Net income (loss) attributable to common stockholders$19,243 $(71,124)n/m
Net income (loss) attributable to common stockholders per share1
$0.05 $(0.18)n/m
Adjustments:
Depreciation and amortization on real estate assets303,599 369,781 
Depreciation on real estate assets related to noncontrolling interests(3,942)(4,045)
Depreciation on real estate assets related to unconsolidated entities12,890 11,057 
Gain on real estate dispositions(271)(10,711)
Gain on real estate dispositions related to noncontrolling interests
— 2 
Gain on real estate dispositions and other related to unconsolidated entities(34)— 
Subtotal: Nareit FFO adjustments312,242 366,084 
Subtotal: Nareit FFO adjustments per share$0.74 $0.90 
Nareit FFO attributable to common stockholders$331,485 $294,960 12%
Nareit FFO attributable to common stockholders per share$0.79 $0.73 8%
Adjustments:
Loss on derivatives, net
1,489 5,533 
Non-cash income tax expense (benefit)
1,157 (3,417)
Loss on extinguishment of debt, net
— 612 
Transaction, transition and restructuring costs8,580 7,125 
Amortization of other intangibles 96 96 
Non-cash impact of changes to equity plan(2,599)(2,194)
Significant disruptive events, net 2,104 (872)
Recovery of allowance on loans receivable and investments, net(56)(66)
Normalizing items related to noncontrolling interests and unconsolidated entities, net(7,737)2,778 
Subtotal: Normalized FFO adjustments3,034 9,595 
Subtotal: Normalized FFO adjustments per share$0.01 $0.02 
Normalized FFO attributable to common stockholders$334,519 $304,555 10%
Normalized FFO attributable to common stockholders per share$0.80 $0.75 7%
Weighted average diluted shares419,474 406,655 
______________________________
n/m - Not meaningful

1 Potential common shares are not included in the computation of diluted earnings per share when a net loss exists as the effect would be an antidilutive per share amount.

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October 30, 2024
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Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. However, since real estate values historically have risen or fallen with market conditions, many industry investors deem presentations of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. For that reason, the Company considers Nareit FFO and Normalized FFO to be appropriate supplemental measures of operating performance of an equity REIT. The Company believes that the presentation of FFO, combined with the presentation of required GAAP financial measures, has improved the understanding of operating results of REITs among the investing public and has helped make comparisons of REIT operating results more meaningful. Management generally considers Nareit FFO to be a useful measure for understanding and comparing our operating results because, by excluding gains and losses related to sales of previously depreciated operating real estate assets, impairment losses on depreciable real estate and real estate asset depreciation and amortization (which can differ across owners of similar assets in similar condition based on historical cost accounting and useful life estimates), Nareit FFO can help investors compare the operating performance of a company’s real estate across reporting periods and to the operating performance of other companies. The Company believes that Normalized FFO is useful because it allows investors, analysts and Company management to compare the Company’s operating performance to the operating performance of other real estate companies across periods on a consistent basis without having to account for differences caused by non-recurring items and other non-operational events such as transactions and litigation. In some cases, the Company provides information about identified non-cash components of Nareit FFO and Normalized FFO because it allows investors, analysts and Company management to assess the impact of those items on the Company’s financial results.

Nareit Funds From Operations Attributable to Common Stockholders (“Nareit FFO”)

The Company uses the National Association of Real Estate Investment Trusts (“Nareit”) definition of FFO. Nareit defines FFO as net income attributable to common stockholders (computed in accordance with GAAP) excluding gains (or losses) from sales of real estate property, including gain (or loss) on re-measurement of equity method investments and impairment write-downs of depreciable real estate, plus real estate depreciation and amortization, and after adjustments for unconsolidated entities and noncontrolling interests. Adjustments for unconsolidated entities and noncontrolling interests will be calculated to reflect FFO on the same basis.

Normalized FFO

The Company defines Normalized FFO as Nareit FFO excluding the following income and expense items, without duplication: (a) transaction, transition and restructuring costs; (b) amortization of other intangibles; (c) the impact of expenses related to asset impairment and valuation allowances; (d) the write-off of unamortized deferred financing fees or additional costs, expenses, discounts, make-whole payments, penalties or premiums incurred as a result of early retirement or payment of the Company’s debt; (e) the non-cash impact of income tax benefits or expenses; (f) the non-cash impact of changes to the Company’s executive equity compensation plan; (g) non-cash charges related to leases; (h) the financial impact of contingent consideration; (i) gains and losses on derivatives and changes in the fair value of financial instruments; (j) gains and losses on non-real estate dispositions and other normalizing items related to noncontrolling interests and unconsolidated entities; (k) net expenses or recoveries related to significant disruptive events; and (l) other items set forth in the Normalized FFO reconciliation included herein.

Nareit FFO and Normalized FFO presented herein may not be comparable to those presented by other real estate companies due to the fact that not all real estate companies use the same definitions. Nareit FFO and Normalized FFO should not be considered as alternatives to net income attributable to common stockholders (determined in accordance with GAAP) as indicators of the Company’s financial performance or as alternatives to cash flow from operating activities (determined in accordance with GAAP) as measures of the Company’s liquidity, nor are they necessarily indicative of sufficient cash flow to fund all of the Company’s needs. The Company believes that in order to facilitate a clear understanding of the consolidated historical operating results of the Company, Nareit FFO and Normalized FFO should be examined in conjunction with net income attributable to common stockholders as presented elsewhere herein.

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Ventas Reports 2024 Third Quarter Results
October 30, 2024
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NON-GAAP FINANCIAL MEASURES RECONCILIATION
Full Year 2024 Guidance as of October 30, 20241
Net Income and FFO Attributable to Common Stockholders2
(In millions, except per share amounts; dollars in USD; totals may not sum due to rounding; unaudited)


FY 2024FY 2024 - Per Share
LowHighLowHigh
Net income attributable to common stockholders$36$53$0.09$0.13
Depreciation and amortization adjustments1,2801,2803.073.07
Gain on real estate dispositions
(50)(50)(0.12)(0.12)
Nareit FFO attributable to common stockholders$1,266$1,283$3.04$3.08
Other adjustments3
43430.100.10
Normalized FFO attributable to common stockholders$1,309$1,326$3.14$3.18
% Year-over-year growth5%6%
Weighted average diluted shares (in millions)417417

1 The Company’s guidance constitutes forward-looking statements within the meaning of the federal securities laws and is based on a number of assumptions that are subject to change and many of which are outside the control of the Company. Actual results may differ materially from the Company’s expectations depending on factors discussed herein and in the Company’s filings with the Securities and Exchange Commission.

2 Totals may not add due to minor corporate-level adjustments.

3 Other adjustments include the categories of adjustments presented in our “Non-GAAP Financial Measures Reconciliation – Funds From Operations Attributable to Common Stockholders (FFO)”.


Select Guidance Assumptions:

1.Expect to close $1.7 billion of senior housing investments, with $1.4 billion closed year to date
2.Expect to dispose of assets for $330 million in net proceeds
3.FAD capital expenditures of ~$250 million
4.General and administrative expenses expected to range from $155 million to $160 million
5.Interest expense expected to range from $605 million to $609 million
6.The $9 million gain recognized in the third quarter arising from the Ardent IPO in July 2024 and the year to date impacts of $14 million in net cash proceeds from the exercise and sale of Brookdale warrants are included in Net Income and Nareit FFO and not included in Normalized FFO

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Ventas Reports 2024 Third Quarter Results
October 30, 2024
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NON-GAAP FINANCIAL MEASURES RECONCILIATION
Full Year 2024 Guidance as of August 1, 20241
Net Income and FFO Attributable to Common Stockholders2
(In millions, except per share amounts; dollars in USD; totals may not sum due to rounding; unaudited)


FY 2024FY 2024 - Per Share
LowHighLowHigh
Net income attributable to common stockholders$31$56$0.07$0.13
Depreciation and amortization adjustments1,2721,2723.073.07
Gain on real estate dispositions
(50)(50)(0.12)(0.12)
Nareit FFO attributable to common stockholders$1,253$1,278$3.02$3.08
Other adjustments3
40400.100.10
Normalized FFO attributable to common stockholders$1,294$1,318$3.12$3.18
% Year-over-year growth4%6%
Weighted average diluted shares (in millions)415415

1 The Company’s guidance constitutes forward-looking statements within the meaning of the federal securities laws and is based on a number of assumptions that are subject to change and many of which are outside the control of the Company. Actual results may differ materially from the Company’s expectations depending on factors discussed herein and in the Company’s filings with the Securities and Exchange Commission.

2 Totals may not add due to minor corporate-level adjustments.

3 Other adjustments include the categories of adjustments presented in our “Non-GAAP Financial Measures Reconciliation – Funds From Operations Attributable to Common Stockholders (FFO)”.


Select Guidance Assumptions:

1.Close ~$750 million of investments focused on senior housing, all equity funded (no further investment activity assumed)
2.Dispose of assets for $300 million in net proceeds
3.FAD capital expenditures of ~$250 million
4.General and administrative expenses expected to range from $155 million to $160 million
5.Interest expense expected to range from $603 million to $611 million
6.2024 Guidance midpoint includes ~($0.015) per share non-cash GAAP impact on Normalized FFO from straight-lining upon potential Kindred lease resolution

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Ventas Reports 2024 Third Quarter Results
October 30, 2024
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NON-GAAP FINANCIAL MEASURES RECONCILIATION
Third Quarter 2024 Same-Store Cash NOI by Segment
(In thousands, unless otherwise noted; dollars in USD; totals may not sum due to rounding; unaudited)

For the Three Months Ended September 30, 2024
SHOP
Outpatient Medical and Research Portfolio
Triple-Net Leased PropertiesNon-SegmentTotal
Net income attributable to common stockholders$19,243
Adjustments:
Interest and other income(8,204)
Interest expense150,437
Depreciation and amortization304,268
General, administrative and professional fees35,092
Transaction, transition and restructuring costs8,580
Recovery of allowance on loans receivable and investments, net(56)
Other expense3,935
Income from unconsolidated entities(4,629)
Gain on real estate dispositions(271)
Income tax expense3,002
Net income attributable to noncontrolling interests1,753
NOI$213,982$144,096$150,970$4,102 $513,150
Adjustments:
Straight-lining of rental income—(2,394)1,276— (1,118)
Non-cash rental income—(1,935)(11,841)— (13,776)
NOI not included in cash NOI1
514(167)(194)— 153
Non-segment NOI———(4,102)(4,102)
Cash NOI$214,496$139,600$140,211$— $494,307
Adjustments:
Cash NOI not included in Same-Store(20,872)(5,440)(6,702)— (33,014)
Same-Store Cash NOI
$193,624$134,160$133,509$— $461,293
Percentage increase
15.3 %2.1 %3.2 %7.6 %

1     Includes consolidated properties. Excludes sold assets, assets owned by unconsolidated real estate entities, assets held for sale, loan repayments, development properties not yet operational, land parcels and third-party management revenues from all periods. Assets that have undergone business model transitions are reflected within the new business segment as of the transition date.

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Ventas Reports 2024 Third Quarter Results
October 30, 2024
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For the Three Months Ended September 30, 2023
SHOP
Outpatient Medical and Research Portfolio
Triple-Net Leased PropertiesNon-SegmentTotal
Net loss attributable to common stockholders$(71,124)
Adjustments:
Interest and other income(2,754)
Interest expense147,919 
Depreciation and amortization370,377 
General, administrative and professional fees33,297 
Loss on extinguishment of debt, net612 
Transaction, transition and restructuring costs7,125 
Recovery of allowance on loans receivable and investments, net(66)
Other expense9,432 
Loss from unconsolidated entities5,119 
Gain on real estate dispositions(10,711)
Income tax benefit(1,662)
Net income attributable to noncontrolling interests1,565 
NOI$180,702 $148,073 $155,965 $4,389 $489,129 
Adjustments:
Straight-lining of rental income— (2,350)(191)— (2,541)
Non-cash rental income— (2,484)(12,464)— (14,948)
NOI not included in cash NOI1
1,908 (5,481)(8,073)— (11,646)
Non-segment NOI— — — (4,389)(4,389)
NOI impact from change in FX(780)— 190 — (590)
Cash NOI$181,830 $137,758 $135,427 $— $455,015 
Adjustments:
Cash NOI not included in Same-Store(13,971)(6,389)(6,029)— (26,389)
NOI impact from change in FX not in Same-Store5 — — — 5 
Same-Store Cash NOI
$167,864 $131,369 $129,398 $— $428,631 

1     Includes consolidated properties. Excludes sold assets, assets owned by unconsolidated real estate entities, assets held for sale, loan repayments, development properties not yet operational, land parcels and third-party management revenues from all periods. Assets that have undergone business model transitions are reflected within the new business segment as of the transition date.

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Ventas Reports 2024 Third Quarter Results
October 30, 2024
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NON-GAAP FINANCIAL MEASURES RECONCILIATION
Adjusted EBITDA and Net Debt
(Dollars in thousands USD; totals may not sum due to rounding; unaudited)

For the Three Months Ended
September 30, 2024June 30, 2024December 31, 2023
Net income (loss) attributable to common stockholders
$19,243 $19,387 $(90,819)
Adjustments:
Interest expense150,437 149,259 154,853 
Loss on extinguishment of debt, net— 420 85 
Taxes (including tax amounts in general, administrative and professional fees)3,324 9,214 5,743 
Depreciation and amortization304,268 339,848 435,276 
Non-cash stock-based compensation expense4,268 5,791 5,690 
Transaction, transition and restructuring costs8,580 2,886 3,635 
Shareholder relations matters— 37 — 
Net income attributable to noncontrolling interests, adjusted for partners’ share of consolidated entity EBITDA(7,268)(7,014)(3,491)
Loss from unconsolidated entities, adjusted for Ventas’ share of EBITDA from unconsolidated entities21,178 29,038 30,539 
Gain on real estate dispositions(271)(49,670)(39,802)
Unrealized foreign currency (gain) loss
(3,687)33 (320)
Loss (gain) on derivatives, net
1,489 1,401 (24,375)
Significant disruptive events, net 2,104 2,363 (1,901)
Recovery of allowance on loan investments and impairment of unconsolidated entities, net of noncontrolling interest(56)(39)(73)
Other normalizing items 1
— 302 2,750 
Adjusted EBITDA$503,609 $503,256 $477,790 
Adjustment for current period activity4,888 (375)1,035 
Further Adjusted EBITDA$508,497 $502,881 $478,825 
Further Adjusted EBITDA annualized$2,033,988 $2,011,524 $1,915,300 
Total debt$13,668,871 $13,175,077 $13,490,896 
Cash and cash equivalents(1,104,733)(557,082)(508,794)
Restricted cash pertaining to debt(32,892)(31,461)(29,019)
Partners’ share of consolidated debt(311,685)(302,231)(297,480)
Ventas’ share of unconsolidated debt650,166 637,504 575,329 
Net debt$12,869,727 $12,921,807 $13,230,932 
Net Debt / Further Adjusted EBITDA6.3 x6.4 x6.9 x

1 Includes adjustments for unusual items, including approximately $0.3 million and $2.8 million for the three months ended June 30, 2024 and December 31, 2023, respectively, primarily related to the settlement by one of our operators of class action litigation in our SHOP segment.

The Company believes that Net debt and Further Adjusted EBITDA are useful to investors, analysts and Company management because they allow the comparison of the Company’s credit strength between periods and to other real estate companies without the effect of items that by their nature are not comparable from period to period.

Adjusted EBITDA

The Company defines Adjusted EBITDA as consolidated earnings before interest, taxes, depreciation and amortization (including non-cash stock-based compensation expense, asset impairment and valuation allowances), excluding (a) gains or losses on extinguishment of debt; (b) noncontrolling interests’ share of adjusted EBITDA; (c)
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October 30, 2024
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transaction, transition and restructuring costs; (d) net gains or losses on real estate activity; (e) gains or losses on re-measurement of equity interest upon acquisition; (f) gains or losses on derivatives and changes in the fair value of financial instruments; (g) unrealized foreign currency gains or losses; (h) net expenses or recoveries related to significant disruptive events; and (i) non-cash charges related to leases, and including (x) Ventas’ share of adjusted EBITDA from unconsolidated entities and (y) the impact of other items set forth in the Adjusted EBITDA reconciliation included herein.

Further Adjusted EBITDA

Further Adjusted EBITDA is Adjusted EBITDA further adjusted for transactions and events that were completed during the period, as if the transaction or event had been consummated at the beginning of the relevant period and considers any other incremental items set forth in the Further Adjusted EBITDA reconciliation included herein.

The Company considers NOI and Cash NOI as important supplemental measures because they allow investors, analysts and the Company’s management to assess its unlevered property-level operating results and to compare its operating results with those of other real estate companies and between periods on a consistent basis.

NOI

The Company defines NOI as total revenues, less interest and other income, property-level operating expenses and third party capital management expenses.

Cash NOI

The Company defines Cash NOI as NOI for its reportable business segments (i.e., SHOP, outpatient medical and research portfolio and triple-net leased properties), determined on a Constant Currency basis, excluding the impact of, without duplication (i) non-cash items such as straight-line rent and the amortization of lease intangibles, (ii) sold assets, assets held for sale, development properties not yet operational and land parcels and (iii) other items set forth in the Cash NOI reconciliation included herein. In certain cases, results may be adjusted to reflect the receipt of cash payments, fees, and other consideration that is not fully recognized as NOI in the period.

Same-Store

The Company defines Same-Store as properties owned, consolidated and operational for the full period in both comparison periods and that are not otherwise excluded; provided, however, that the Company may include selected properties that otherwise meet the Same-Store criteria if they are included in substantially all of, but not a full, period for one or both of the comparison periods, and in the Company’s judgment such inclusion provides a more meaningful presentation of its segment performance. Newly acquired development properties and recently developed or redeveloped properties in the Company’s SHOP reportable business segment will be included in Same-Store once they are stabilized for the full period in both periods presented. These properties are considered stabilized upon the earlier of (a) the achievement of 80% sustained occupancy or (b) 24 months from the date of acquisition or substantial completion of work. Recently developed or redeveloped properties in the outpatient medical and research portfolio and triple-net leased properties reportable business segments will be included in Same-Store once substantial completion of work has occurred for the full period in both periods presented. Senior housing operating portfolio and triple-net leased properties that have undergone operator or business model transitions will be included in Same-Store once operating under consistent operating structures for the full period in both periods presented.

Properties are excluded from Same-Store if they are: (i) sold, classified as held for sale or properties whose operations were classified as discontinued operations in accordance with GAAP; (ii) impacted by significant disruptive events such as flood or fire; (iii) for SHOP, those properties that are currently undergoing a significant disruptive redevelopment; (iv) for the outpatient medical and research portfolio and triple-net leased properties reportable business segments, those properties for which management has an intention to institute, or has instituted, a redevelopment plan because the properties may require major property-level expenditures to maximize value, increase NOI, or maintain a market-competitive position and/or achieve property stabilization, most commonly as the result of an expected or actual material change in occupancy or NOI; or (v) for SHOP and triple-net leased properties reportable business segments, those properties that are scheduled to undergo operator or business model transitions, or have transitioned operators or business models after the start of the prior comparison period.
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Ventas Reports 2024 Third Quarter Results
October 30, 2024
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Constant Currency

To eliminate the impact of exchange rate movements, all portfolio performance-based disclosures assume constant exchange rates across comparable periods, using the following methodology: the current period’s results are shown in actual reported USD, while prior comparison period’s results are adjusted and converted to USD based on the average exchange rate for the current period.
Contacts
BJ Grant
(877) 4-VENTAS
Source: Ventas, Inc.
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v3.24.3
Cover
Oct. 30, 2024
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Oct. 30, 2024
Entity Registrant Name Ventas, Inc
Entity Incorporation, State or Country Code DE
Entity File Number 001-10989
Entity Tax Identification Number 61-1055020
Entity Address, Address Line One 353 N. Clark Street, Suite 3300
Entity Address, City or Town Chicago
Entity Address, State or Province IL
Entity Address, Postal Zip Code 60654
City Area Code 877
Local Phone Number 483-6827
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, $0.25 par value
Trading Symbol VTR
Entity Central Index Key 0000740260
Amendment Flag false
Entity Emerging Growth Company false
NEW YORK STOCK EXCHANGE, INC.  
Document Information [Line Items]  
Security Exchange Name NYSE
Ventas (NYSE:VTR)
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