Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Unless otherwise indicated or except where the context otherwise requires, the terms “we,” “us,” “our,” “Company” and other similar terms in Item 2 of this Quarterly Report on Form 10-Q refer to Ventas, Inc. and its consolidated subsidiaries.

Cautionary Statements

Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements include, among others, statements of expectations, beliefs, future plans and strategies, anticipated results from operations and developments and other matters that are not historical facts. Forward-looking statements include, among other things, statements regarding our and our officers’ intent, belief or expectation as identified by the use of words such as “may,” “will,” “project,” “expect,” “believe,” “intend,” “anticipate,” “seek,” “target,” “forecast,” “plan,” “potential,” “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. You are urged 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 the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 Annual Report”).

Certain factors that could affect our future results and our ability to achieve our stated goals include, but are not limited to: (a) the impact of the ongoing COVID-19 pandemic and its extended consequences, including of the Delta, Omicron or any other variant, on our revenue, level of profitability, liquidity and overall risk exposure and the implementation and impact of regulations related to the CARES Act and other stimulus legislation and any future COVID-19 relief measures; (b) our ability to achieve the anticipated benefits and synergies from, and effectively integrate, our acquisitions and investments, including our acquisition of New Senior Investment Group Inc. (“New Senior”); (c) our exposure and the exposure of our tenants, managers and borrowers to complex healthcare and other regulation and the challenges and expense associated with complying with such regulation; (d) the potential for significant general and commercial claims, legal actions, regulatory proceedings or enforcement actions that could subject us or our tenants, managers or borrowers to increased operating costs and uninsured liabilities; (e) the impact of market and general economic conditions, including economic and financial market events, inflation, changes in interest rates, supply chain pressures, events that affect consumer confidence, our occupancy rates and resident fee revenues, and the actual and perceived state of the real estate markets, labor markets and public capital markets; (f) 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; (g) the risk of bankruptcy, insolvency or financial deterioration of our tenants, managers, borrowers and other obligors and our ability to foreclose successfully on the collateral securing our loans and other investments in the event of a borrower default; (h) 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; (i) risks related to development, redevelopment and construction projects; (j) our ability to attract and retain talented employees; (k) the limitations and significant requirements imposed upon our business as a result of our status as a REIT and the adverse consequences (including the possible loss of our status as a REIT) that would result if we are not able to comply; (l) the risk of changes in healthcare law or regulation or in tax laws, guidance and interpretations, particularly as applied to REITs, that could adversely affect us or our tenants, managers or borrowers; (m) increases in our borrowing costs as a result of becoming more leveraged or as a result of changes in interest rates and phasing out of LIBOR rates; (n) our reliance on third parties to operate a majority of our assets and our limited control and influence over such operations and results; (o) our dependency on a limited number of tenants and managers for a significant portion of our revenues and operating income; (p) the adequacy of insurance coverage provided by our policies and policies maintained by our tenants, managers or other counterparties; (q) the occurrence of cyber incidents that could disrupt our operations, result in the loss of confidential information or damage our business relationships and reputation; (r) the impact of merger, acquisition and investment activity in the healthcare industry or otherwise affecting our tenants, managers or borrowers; (s) disruptions to the management and operations of our business and the uncertainties caused by activist investors; and (t) the risk of catastrophic or extreme weather and other natural events and the physical effects of climate change.

Note Regarding Third-Party Information

This Quarterly Report includes information that has been derived from SEC filings that has been provided to us by our tenants and managers or been derived from SEC filings or other publicly available information of our tenants and managers. We believe that such information is accurate and that the sources from which it has been obtained are reliable. However, we cannot guarantee the accuracy of such information and have not independently verified the assumptions on which such information is based.

Company Overview

Ventas, Inc., an S&P 500 company, is a real estate investment trust operating at the intersection of healthcare and real estate. We hold a highly diversified portfolio of senior housing communities, medical office buildings (“MOBs”), life science, research and innovation centers, hospitals and other healthcare facilities, which we generally refer to as “healthcare real estate,” located throughout the United States, Canada and the United Kingdom. As of March 31, 2022, we owned or had investments in approximately 1,300 properties (including properties classified as held for sale). Our company was originally founded in 1983 and is headquartered in Chicago, Illinois with additional corporate offices in Louisville, Kentucky and New York, New York.

We primarily invest in a diversified portfolio of healthcare real estate assets through wholly owned subsidiaries and other co-investment entities. We operate through three reportable business segments: triple-net leased properties, senior living operations, which we also refer to as SHOP, and office operations. See our Consolidated Financial Statements and the related notes, including “Note 2 – Accounting Policies” and “Note 16 – Segment Information,” included in Item 1 of this Quarterly Report on Form 10-Q. Our senior housing communities are either subject to triple-net leases, in which case they are included in our triple-net leased properties reportable business segment, or operated by independent third-party managers, in which case they are included in our senior living operations reportable business segment.

As of March 31, 2022, we leased a total of 332 properties (excluding properties within our office operations reportable business segment) to various healthcare operating companies under triple-net or absolute-net leases that obligate the tenants to pay all property-related expenses, including maintenance, utilities, repairs, taxes, insurance and capital expenditures. Our three largest tenants, Brookdale Senior Living Inc. (together with its subsidiaries, “Brookdale Senior Living”), Ardent Health Partners, LLC (together with its subsidiaries, “Ardent”) and Kindred Healthcare, LLC (together with its subsidiaries, “Kindred”) leased from us 121 properties, 30 properties and 29 properties, respectively, as of March 31, 2022.

As of March 31, 2022, pursuant to long-term management agreements, we engaged independent operators, such as Atria Senior Living, Inc. (together with its subsidiaries, including Holiday Retirement (“Holiday”), “Atria”) and Sunrise Senior Living, LLC (together with its subsidiaries, “Sunrise”), to manage 555 senior housing communities for us.

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

We aim to enhance shareholder value by delivering consistent, superior total returns through a strategy of (1) generating reliable and growing cash flows, (2) maintaining a balanced, diversified portfolio of high-quality assets and (3) preserving our financial strength, flexibility and liquidity.

Our ability to access capital in a timely and cost-effective manner is critical to the success of our business strategy because it affects our ability to satisfy existing obligations, including the repayment of maturing indebtedness, and to make future investments. Factors such as general market conditions, interest rates, credit ratings on our securities, expectations of our potential future earnings and cash distributions, and the trading price of our common stock impact our access to and cost of external capital. For that reason, we generally attempt to match the long-term duration of our investments in real property with long-term financing through the issuance of shares of our common stock or the incurrence of long-term fixed rate debt.

First Quarter 2022 Highlights

Continuing Impact of and Response to the COVID-19 Pandemic and Its Extended Consequences

During fiscal 2020 and 2021 and continuing into fiscal 2022, our business has been and is expected to continue to be impacted by both the COVID-19 pandemic itself, including actions taken to prevent the spread of the virus and its variants, and its extended consequences. The trajectory and future impact of the COVID-19 pandemic remains highly uncertain. The extent of the pandemic’s continuing and ultimate effect on our operational and financial performance will depend on a variety of factors, including the impact of new variants of the virus and the effectiveness of available vaccines against those variants; ongoing clinical experience, which may differ considerably across regions and fluctuate over time; and on other future developments, including the ultimate duration, spread and intensity of the outbreak, the availability of testing, the extent to which governments impose, roll-back or re-impose preventative restrictions and the availability of ongoing government financial support to our business, tenants and operators. Due to these uncertainties, we are not able at this time to estimate the ultimate impact of the COVID-19 pandemic on our business, results of operations, financial condition and cash flows.

Investments and Dispositions

• During the first quarter of 2022, we acquired 18 MOBs leased to affiliates of Ardent, one behavioral health center and one senior housing community for an aggregate purchase price of $349.2 million. In April, we acquired one research and innovation center in Philadelphia, Pennsylvania for $46.1 million.

• During the first quarter of 2022, we sold one vacant land parcel for $5.6 million and recognized a gain on the sale of $2.2 million.

Other Items

• During the first quarter of 2022, we received $34.0 million in grants in connection with our Phase 4 applications to the Provider Relief Fund administered by the U.S. Department of Health & Human Services (“HHS”) on behalf of the assisted living communities in our senior living operations segment to partially mitigate losses attributable to COVID-19.

• Subsequent to March 31, 2022, Ventas and Sunrise entered into a revised management agreement for 92 communities with a term expiring May 31, 2035. Under the new management agreement, Sunrise will receive a management fee based on a percentage of revenue and net operating income generated by the applicable communities. Sunrise is also entitled to certain incentive fees if specified performance targets are met. Ventas has the right to freely terminate the management agreement as to all communities if certain performance metrics are not met and may freely terminate the management agreement as to certain specified communities at any time. In addition, Ventas may also terminate the management agreement as it relates to three communities per year subject to the payment of a fee and an aggregate cap on such terminations over the term of the agreement.

Concentration Risk

We use concentration ratios to identify, understand and evaluate the potential impact of economic downturns and other adverse events that may affect our asset types, geographic locations, business models, and tenants, operators and managers. We evaluate concentration risk in terms of investment mix and operations mix. Investment mix measures the percentage of our investments that is concentrated in a specific asset type or that is operated or managed by a particular tenant, operator or manager. Operations mix measures the percentage of our operating results that is attributed to a particular tenant, operator or manager, geographic location or business model.

The following tables reflect our concentration risk as of the dates and for the periods presented:
			As of March 31, 2022						As of December 31, 2021
Investment mix by asset type (1)****:
Senior housing communities			67.0		%				67.4		%
MOBs			17.7						17.1
Life science, research and innovation centers			6.6						6.7
Health systems			4.9						5.0
Inpatient rehabilitation facilities (“IRFs”) and long-term acute care facilities (“LTACs”)			1.5						1.5
Skilled nursing facilities (“SNFs”)			0.6						0.6
Secured loans receivable and investments, net			1.7						1.7
Total			100.0		%				100.0		%
Investment mix by tenant, operator and manager (1)****:
Atria (2)			26.7		%				27.0		%
Sunrise			9.9						10.0
Brookdale Senior Living			7.7						7.8
Le Groupe Maurice			7.3						7.3
Ardent			5.3						4.7
Kindred			0.8						1.0
All other			42.3						42.2
Total			100.0		%				100.0		%

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(1)Ratios are based on the gross book value of consolidated real estate investments (excluding properties classified as held for sale) as of each reporting date.

(2)Includes assets managed by Holiday, which was acquired by Atria in July 2021.

			For the Three Months Ended March 31,
			2022						2021
Operations mix by tenant and operator and business model:
Revenues (1):
Senior living operations			64.0		%				58.3		%
Brookdale Senior Living (2)			3.7						4.1
Kindred			3.3						3.6
Ardent			3.2						3.5
All others			25.8						30.5
Total			100.0		%				100.0		%
Net operating income (“NOI”):
Senior living operations			37.1		%				26.6		%
Brookdale Senior Living (2)			7.8						8.8
Kindred			7.0						7.8
Ardent			6.8						7.5
All others			41.3						49.3
Total			100.0		%				100.0		%
Operations mix by geographic location (3)****:
California			15.0		%				15.4		%
New York			7.4						7.7
Texas			6.6						6.0
Pennsylvania			4.8						4.6
North Carolina			4.4						3.7
All others			61.8						62.6
Total			100.0		%				100.0		%

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(1)Total revenues include office building and other services revenue, revenue from loans and investments and interest and other income (including amounts related to assets classified as held for sale).

(2)Results exclude eight senior housing communities which are included in the senior living operations reportable business segment.

(3)Ratios are based on total revenues (including amounts related to assets classified as held for sale) for each period presented.

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

Triple-Net Lease Performance and Expirations

Although our lease expirations are staggered, the non-renewal of some or all of our triple-net leases that expire in any given year could have a material adverse effect on us. During the three months ended March 31, 2022, we had no triple-net lease renewals or expirations without renewal that, in the aggregate, had a material impact on our financial condition or results of operations for that period.

Critical Accounting Policies and Estimates

Our Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information set forth in the Accounting Standards Codification (“ASC”), as published by the Financial Accounting Standards Board (“FASB”), and with the SEC instructions to Form 10-Q and Article 10 of Regulation S-X. 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 periods. We base these estimates on our experience and assumptions we believe to be reasonable under the circumstances. However, if our judgment or interpretation of the facts and circumstances relating to various transactions or other matters had been different, we may have applied a different accounting treatment, resulting in a different presentation of our financial statements. We periodically reevaluate our estimates and assumptions, and in the event they prove to be different from actual results, we make adjustments in subsequent periods to reflect more current estimates and assumptions about matters that are inherently uncertain.

Our 2021 Annual Report contains additional information regarding the critical accounting policies that affect our more significant estimates and judgments used in the preparation of our Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. There have been no material changes to these policies in 2022. Please refer to “Note 2 – Accounting Policies” of the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for information regarding recently adopted accounting standards.

Results of Operations

As of March 31, 2022, we operated through three reportable business segments: triple-net leased properties, senior living operations and office operations. In our triple-net leased properties reportable business segment, we invest in and own senior housing and healthcare properties throughout the United States and the United Kingdom and lease those properties to healthcare operating companies under “triple-net” or “absolute-net” leases that obligate the tenants to pay all property-related expenses. In our senior living operations reportable business segment, we invest in senior housing communities throughout the United States and Canada and engage independent operators, such as Atria and Sunrise, to manage those communities. In our office operations reportable business segment, we primarily acquire, own, develop, lease and manage MOBs and life science, research and innovation centers throughout the United States. Information provided for “non-segment” includes income from loans and investments and other miscellaneous income and various corporate-level expenses not directly attributable to any of our three reportable business segments. Assets included in “non-segment” consist primarily of corporate assets, including cash, restricted cash, loans receivable and investments, and miscellaneous accounts receivable.

Our chief operating decision makers evaluate performance of the combined properties in each reportable business segment and determine how to allocate resources to those segments, in significant part, based on segment net operating income (“NOI”) and related measures. For further information regarding our reportable business segments and a discussion of our definition of segment NOI, see “Note 16 – Segment Information” of the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. See “Non-GAAP Financial Measures” included elsewhere in this Quarterly Report on Form 10-Q for additional disclosure and reconciliations of net income attributable to common stockholders, as computed in accordance with GAAP, to NOI.

Three Months Ended March 31, 2022 and 2021

The table below shows our results of operations for the three months ended March 31, 2022 and 2021 and the effect of changes in those results from period to period on our net income attributable to common stockholders (dollars in thousands):

			For the Three Months Ended March 31,												(Decrease) Increase to Net Income
			2022						2021						$						%
Segment NOI:
Triple-net leased properties			$	147,553					$	155,060					$	(7,507)					(4.8)		%
Senior living operations			175,591						110,821						64,770						58.4
Office operations			137,974						135,236						2,738						2.0
Non-segment			11,866						21,615						(9,749)						(45.1)
Total segment NOI			472,984						422,732						50,252						11.9
Interest and other income			536						341						195						57.2
Interest expense			(110,794)						(110,767)						(27)						—
Depreciation and amortization			(289,064)						(314,148)						25,084						8.0
General, administrative and professional fees			(42,998)						(40,309)						(2,689)						(6.7)
Loss on extinguishment of debt, net			—						(27,090)						27,090						100.0
Transaction expenses and deal costs			(19,992)						(4,617)						(15,375)						nm
Allowance on loans receivable and investments			54						8,902						(8,848)						(99.4)
Other			27,190						9,428						17,762						nm
Income (loss) before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests			37,916						(55,528)						93,444						nm
Loss from unconsolidated entities			(4,269)						(250)						(4,019)						nm
Gain on real estate dispositions			2,455						2,533						(78)						(3.1)
Income tax benefit (expense)			4,490						(2,153)						6,643						nm
Income (loss) from continuing operations			40,592						(55,398)						95,990						nm
Net income (loss)			40,592						(55,398)						95,990						nm
Net income attributable to noncontrolling interests			1,860						1,811						(49)						(2.7)
Net income (loss) attributable to common stockholders			$	38,732					$	(57,209)					$	95,941					nm

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nm - not meaningful

Segment NOI—Triple-Net Leased Properties

The following table summarizes results of operations in our triple-net leased properties reportable business segment, including assets sold or classified as held for sale as of March 31, 2022 (dollars in thousands):

			For the Three Months Ended March 31,												(Decrease) Increase to Segment NOI
			2022						2021						$						%
Segment NOI—Triple-Net Leased Properties:
Rental income			$	151,561					$	159,885					$	(8,324)					(5.2)		%
Less: Property-level operating expenses			(4,008)						(4,825)						817						16.9
Segment NOI			$	147,553					$	155,060					$	(7,507)					(4.8)

In our triple-net leased properties reportable business segment, our revenues generally consist of fixed rental amounts (subject to contractual escalations) received from our tenants in accordance with the applicable lease terms. We report revenues and property-level operating expenses within our triple-net leased properties reportable business segment for real estate tax and insurance expenses that are paid from escrows collected from our tenants.

The segment NOI decrease in our triple-net leased portfolio was primarily driven by rental income from communities that were transitioned to our senior housing operating portfolio or sold prior to the first quarter of 2022, partially offset by an increase in rental income for one property acquired after the first quarter of 2021.

Occupancy rates may affect the profitability of our tenants’ operations. For senior housing communities and post-acute properties in our triple-net leased properties reportable business segment, occupancy generally reflects average operator-reported unit and bed occupancy, respectively, for the reporting period. Because triple-net financials are delivered to us following the reporting period, occupancy is reported in arrears. The following table sets forth average continuing occupancy rates related to the triple-net leased properties we owned at March 31, 2022 and 2021 for the fourth quarter of 2022 and 2021, respectively. The table excludes non-stabilized properties, properties owned through investments in unconsolidated real estate entities, certain properties for which we do not receive occupancy information and properties acquired or properties that transitioned operators for which we do not have a full quarter of occupancy results.

			Number of Properties Owned at March 31, 2022						Average Occupancy for the Three Months Ended December 31, 2021									Number of Properties Owned at March 31, 2021						Average Occupancy for the Three Months Ended December 31, 2020
Senior housing communities			261						75.2%									284						79.2%
SNFs			16						79.5									16						79.7
IRFs and LTACs			35						57.0									35						57.2

Declines in occupancy are primarily the result of COVID-19 impacts to senior housing and SNF operations.

The following table compares results of operations for our 331 same-store triple-net leased properties. See “Non-GAAP Financial Measures**—**NOI” included elsewhere in this Quarterly Report on Form 10-Q for additional disclosure regarding same-store NOI for each of our reportable business segments (dollars in thousands).

			For the Three Months Ended March 31,												(Decrease) Increase to Segment NOI
			2022						2021						$						%
Same-Store Segment NOI—Triple-Net Leased Properties:
Rental income			$	149,371					$	149,428					$	(57)					—		%
Less: Property-level operating expenses			(3,798)						(3,834)						36						0.9
Segment NOI			$	145,573					$	145,594					$	(21)					—

Segment NOI in our same-store triple-net leased portfolio was flat during the first quarter of 2022 as compared to the same period in 2021 driven by contractual escalators offset by reduced payments from select senior housing tenants due to the continued pandemic impact.

Segment NOI—Senior Living Operations

The following table summarizes results of operations in our senior living operations reportable business segment, including assets sold or classified as held for sale as of March 31, 2022 (dollars in thousands):

			For the Three Months Ended March 31,												Increase (Decrease) to Segment NOI
			2022						2021						$						%
Segment NOI—Senior Living Operations:
Resident fees and services			$	651,121					$	528,650					$	122,471					23.2		%
Less: Property-level operating expenses			(475,530)						(417,829)						(57,701)						(13.8)
Segment NOI			$	175,591					$	110,821					$	64,770					58.4

			Number of Properties at March 31,												Average Unit Occupancy for the Three Months Ended March 31,												Average Monthly Revenue Per Occupied Room For the Three Months Ended March 31,
			2022						2021						2022						2021						2022						2021
Total communities			546						439						80.0		%				76.3		%				$	4,373					$	4,649

Resident fees and services include all amounts earned from residents at our senior housing communities, such as rental fees related to resident leases, extended health care fees and other ancillary service income. Property-level operating expenses related to our senior living operations reportable business segment include labor, food, utilities, marketing, management and other costs of operating the properties. For senior housing communities in our senior living operations reportable business segment, occupancy generally reflects average operator-reported unit occupancy for the reporting period. Average monthly revenue per occupied room reflects average resident fees and services per operator-reported occupied unit for the reporting period.

The increase in our senior living operations reportable business segment NOI was primarily driven by the acquisition of over 100 independent living communities from New Senior in September 2021, an overall increase in occupancy and higher HHS grants received, which are reflected as a reduction in property-level operating expenses. During the first quarter of 2022 and 2021, HHS grants received reduced property-level operating expenses by $32.8 million, net of management fees of $1.1 million, and $13.6 million, respectively.

The following table compares results of operations for our 321 same-store senior living operating communities (dollars in thousands):

			For the Three Months Ended March 31,												Increase (Decrease) to Segment NOI
			2022						2021						$						%
Same-Store Segment NOI—Senior Living Operations:
Resident fees and services			$	479,716					$	436,890					$	42,826					9.8		%
Less: Property-level operating expenses			(344,704)						(329,563)						(15,141)						(4.6)
Segment NOI			$	135,012					$	107,327					$	27,685					25.8

			Number of Properties at March 31,												Average Unit Occupancy for the Three Months Ended March 31,												Average Monthly Revenue Per Occupied Room For the Three Months Ended March 31,
			2022						2021						2022						2021						2022						2021
Same-store communities			321						321						83.0		%				78.8		%				$	4,821					$	4,625

The increase in our same-store senior living operations reportable business segment NOI was primarily driven by an overall increase in occupancy and revenue per occupied room from strong in place resident rate increases in the U.S. and improving re-leasing spreads as well as higher HHS grants received, which are reflected as a reduction in property-level operating expenses, partially offset by higher operating expenses, driven by macro inflationary impacts including labor, utilities and other operating expenses. During the first quarter of 2022 and 2021, HHS grants received reduced property-level operating expenses by $21.1 million, net of management fees of $1.1 million, and $7.6 million, respectively.

Segment NOI—Office Operations

The following table summarizes results of operations in our office operations reportable business segment, including assets sold or classified as held for sale as of March 31, 2022 (dollars in thousands). For properties in our office operations reportable business segment, occupancy generally reflects occupied square footage divided by net rentable square footage as of the end of the reporting period.

			For the Three Months Ended March 31,												Increase (Decrease) to Segment NOI
			2022						2021						$						%
Segment NOI—Office Operations:
Rental income			$	200,540					$	197,455					$	3,085					1.6		%
Office building and other services revenue			617						2,345						(1,728)						(73.7)
Total revenues			201,157						199,800						1,357						0.7
Less:
Property-level operating expenses			(63,183)						(63,946)						763						1.2
Office building and other services costs			—						(618)						618						100.0
Segment NOI			$	137,974					$	135,236					$	2,738					2.0

			Number of Properties at March 31,												Occupancy at March 31,												Annualized Average Rent Per Occupied Square Foot for the Three Months Ended March 31,
			2022						2021						2022						2021						2022						2021
Total office buildings			361						373						90.5		%				89.3		%				$	36					$	34

The increase in office operations reportable business segment NOI for the three months ended March 31, 2022 compared to the same period in 2021 was primarily due to successful new leasing, sustained tenant retention, improved parking revenues, revenues from exiting tenants and the acquisitions of 18 MOBs and one behavioral health center during the first quarter of 2022, partially offset by dispositions of non-core assets during 2021.

The following table compares results of operations for our 332 same-store office buildings (dollars in thousands):

			For the Three Months Ended March 31,												Increase (Decrease) to Segment NOI
			2022						2021						$						%
Same-Store Segment NOI—Office Operations:
Rental income			$	192,093					$	180,307					$	11,786					6.5		%
Less: Property-level operating expenses			(59,811)						(56,753)						(3,058)						(5.4)
Segment NOI			$	132,282					$	123,554					$	8,728					7.1

			Number of Properties at March 31,												Occupancy at March 31,												Annualized Average Rent Per Occupied Square Foot for the Three Months Ended March 31,
			2022						2021						2022						2021						2022						2021
Same-store office buildings			332						332						91.8		%				91.5		%				$	37					$	35

The increase in our same-store office operations reportable business segment NOI for the three months ended March 31, 2022 over the same period in 2021 was primarily due to contractual rent escalators, successful new leasing, sustained tenant retention, improved parking income and revenues from exiting tenants.

NOI—Non-Segment

Information provided for non-segment NOI includes income from loans and investments and other miscellaneous income not directly attributable to any of our three reportable business segments. The $9.7 million decrease in non-segment NOI for the three months ended March 31, 2022 over the same period in 2021 was primarily due to lower income from loans receivable investments as a result of repayments during the course of 2021 of loan investments held by the Company.

Company Results

Interest Expense

Interest expense was relatively flat for the three months ended March 31, 2022 compared to the same period in 2021 due to an increase of $3.1 million from an increased debt balance and $0.6 million of lower capitalized interest, offset by a decrease of $3.7 million due to a lower interest rate. Our weighted average effective interest rate was 3.49% and 3.62% for the three months ended March 31, 2022 and 2021, respectively. Capitalized interest for the three months ended March 31, 2022 and 2021 was $2.5 million and $3.1 million, respectively.

Depreciation and Amortization

The $25.1 million decrease in depreciation and amortization expense was primarily due to $78.5 million of impairments recognized in the first quarter of 2021 for properties sold or classified as held for sale, partially offset by $41.9 million of depreciation on assets acquired from New Senior, and $14.3 million of impairments recognized in the first quarter of 2022.

General, Administrative and Professional Fees

The $2.7 million increase in general, administrative and professional fees was primarily due to the inclusion of a portion of New Senior’s overhead and the return to a more normalized business environment.

Loss on Extinguishment of Debt, Net

The $27.1 million decrease in loss on extinguishment of debt, net is primarily related to the first quarter 2021 make whole redemption for the entirety of the $400.0 million aggregate principal amount of 3.10% seniors notes due January 2023.

Transaction Expenses and Deal Costs

The $15.4 million increase in transaction expenses and deal costs was primarily due to $12.0 million of costs incurred in connection with stockholder relations matters as well as costs associated with operator transitions.

Allowance on Loans Receivable and Investments

The $8.8 million decrease in allowance on loans receivable and investments was due to a change in our estimate of credit losses during the first quarter of 2021 and the corresponding reversal of allowances as of March 31, 2021.

Other

The $17.8 million increase in other income was primarily due to an increase of $8.6 million due to insurance proceeds received during the first quarter of 2022 and expenses incurred during the first quarter of 2021 relating to winter storms and an increase of $7.6 million in unrealized gain on stock warrants received in connection with the Brookdale Senior Living lease modification in the third quarter of 2020.

Loss from Unconsolidated Entities

The $4.0 million increase in loss from unconsolidated entities was primarily due to our share of increased net loss from our investees.

Gain on Real Estate Dispositions

Gain on real estate dispositions was relatively flat for the three months ended March 31, 2022 compared to the same period in 2021, and relates to the sale of a vacant land parcel in the first quarter of 2022 and the sale of two MOBs and one triple-net leased property in the first quarter of 2021.

Income Tax Benefit (Expense)

The $4.5 million of income tax benefit for the three months ended March 31, 2022 as compared to the $2.2 million of income tax expense for the same period in 2021 was primarily due to operating losses at certain of our TRS entities and a net benefit for the unwind of certain tax credit structure during the first quarter of 2022.

Non-GAAP Financial Measures

We consider certain non-GAAP financial measures to be useful supplemental measures of our operating performance. A non-GAAP financial measure is a measure of historical or future financial performance, financial position or cash flows that excludes or includes amounts that are not so excluded from or included in the most directly comparable measure calculated and presented in accordance with U.S. GAAP. Described below are the non-GAAP financial measures used by management to evaluate our operating performance and that we consider most useful to investors, together with reconciliations of these measures to the most directly comparable GAAP measures.

The non-GAAP financial measures we present in this Quarterly Report on Form 10-Q 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. You should not consider these measures as alternatives to net income attributable to common stockholders (determined in accordance with GAAP) as indicators of our financial performance or as alternatives to cash flow from operating activities (determined in accordance with GAAP) as measures of our liquidity, nor are these measures necessarily indicative of sufficient cash flow to fund all of our needs. In order to facilitate a clear understanding of our consolidated historical operating results, you should examine these measures in conjunction with net income attributable to common stockholders as presented in our Consolidated Financial Statements and other financial data included elsewhere in this Quarterly Report on Form 10-Q.

Funds From Operations and Normalized Funds From Operations Attributable to Common Stockholders

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, we consider Funds From Operations attributable to common stockholders (“FFO”) and Normalized FFO to be appropriate supplemental measures of operating performance of an equity REIT. We believe 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 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), 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. We believe that Normalized FFO is useful because it allows investors, analysts and our management to compare our operating performance to the operating performance of other real estate companies and between 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, we provide information about identified non-cash components of FFO and Normalized FFO because it allows investors, analysts and our management to assess the impact of those items on our financial results.

We use 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 partnerships and entities. Adjustments for unconsolidated partnerships and entities will be calculated to reflect FFO on the same basis. We define Normalized FFO as FFO excluding the following income and expense items (which may be recurring in nature): (a) transaction costs and expenses, including amortization of intangibles, transition and integration expenses and deal costs and expenses, including expenses and recoveries relating to acquisition lawsuits; (b) the impact of any expenses related to asset impairment and valuation allowances, 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 our debt; (c) the non-cash effect of income tax benefits or expenses, the non-cash impact of changes to our executive equity compensation plan, derivative transactions that have non-cash mark-to-market impacts on our Consolidated Statements of Income and non-cash charges related to leases; (d) the financial impact of contingent consideration, severance-related costs and charitable donations to the Ventas Charitable Foundation; (e) gains and losses for non-operational foreign currency hedge agreements and changes in the fair value of financial instruments; (f) gains and losses on non-real estate dispositions and other unusual items related to unconsolidated entities; (g) net expenses or recoveries related to natural disasters and (h) any other incremental items set forth in the Normalized FFO reconciliation included herein.

The following table summarizes our FFO and Normalized FFO for the three months ended March 31, 2022 and 2021 (dollars in thousands). The increase in Normalized FFO for the three months ended March 31, 2022 over the same period in 2021 is primarily due to increased net operating income at our senior housing communities as a result of improved occupancy, higher revenue per occupied room, acquisitions since the first quarter of 2021, including the acquisition of over 100 independent living communities from New Senior, and higher HHS grants received, partially offset by lower interest income on loan investments.

			For the Three Months Ended March 31,
			2022						2021
Net income (loss) attributable to common stockholders			$	38,732					$	(57,209)
Adjustments:
Depreciation and amortization on real estate assets			288,103						312,869
Depreciation on real estate assets related to noncontrolling interests			(4,449)						(4,618)
Depreciation on real estate assets related to unconsolidated entities			7,265						4,018
Gain on real estate dispositions			(2,455)						(2,533)
Gain on real estate dispositions related to noncontrolling interests			17						—
FFO attributable to common stockholders			327,213						252,527
Adjustments:
Change in fair value of financial instruments			(29,881)						(21,008)
Non-cash income tax (benefit) expense			(5,805)						1,344
Loss on extinguishment of debt, net			—						27,090
Gain on transactions related to unconsolidated entities			(3)						(21)
Transaction expenses and deal costs			21,288						5,360
Amortization of other intangibles			268						116
Other items related to unconsolidated entities			131						101
Non-cash impact of changes to equity plan			7,206						8,741
Natural disaster (recoveries) expenses, net			(3,709)						5,127
Allowance on loan investments, net of noncontrolling interests			(53)						(8,900)
Normalized FFO attributable to common stockholders			$	316,655					$	270,477

NOI

We also consider NOI an important supplemental measure because it allows investors, analysts and our management to assess our unlevered property-level operating results and to compare our operating results with those of other real estate companies and between periods on a consistent basis. We define NOI as total revenues, less interest and other income, property-level operating expenses and office building and other services costs. Cash receipts may differ due to straight-line recognition of certain rental income and the application of other GAAP policies.

The following table sets forth a reconciliation of net income attributable to common stockholders to NOI (dollars in thousands):

			For the Three Months Ended March 31,
			2022						2021
Net income (loss) attributable to common stockholders			$	38,732					$	(57,209)
Adjustments:
Interest and other income			(536)						(341)
Interest expense			110,794						110,767
Depreciation and amortization			289,064						314,148
General, administrative and professional fees			42,998						40,309
Loss on extinguishment of debt, net			—						27,090
Transaction expenses and deal costs			19,992						4,617
Allowance on loans receivable and investments			(54)						(8,902)
Other			(27,190)						(9,428)
Net income attributable to noncontrolling interests			1,860						1,811
Loss from unconsolidated entities			4,269						250
Income tax (benefit) expense			(4,490)						2,153
Gain on real estate dispositions			(2,455)						(2,533)
NOI			$	472,984					$	422,732

See “Results of Operations” for discussions regarding both segment NOI and same-store segment NOI. We define 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 we 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 our judgment such inclusion provides a more meaningful presentation of our segment performance.

Newly acquired development properties and recently developed or redeveloped properties in our senior living operations 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 our office operations reportable business segment and triple-net leased properties reportable business segment will be included in same-store once substantial completion of work has occurred for the full period in both periods presented. Our senior living operations 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 materially disruptive events such as flood or fire; (iii) for SHOP, those properties that are currently undergoing a materially disruptive redevelopment; (iv) for our office operations reportable business segment and triple-net lease properties reportable business segment, 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 a result of an expected or actual material change in occupancy or NOI; or (v) for SHOP reportable business segment and triple-net leased reportable business segment, 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.

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.

Liquidity and Capital Resources

Our principal sources of liquidity are cash flows from operations, proceeds from the issuance of debt and equity securities, borrowings under our unsecured revolving credit facility, and proceeds from asset sales.

For the next 12 months, our principal liquidity needs are to: (i) fund operating expenses; (ii) meet our debt service requirements; (iii) repay maturing mortgage and other debt; (iv) fund acquisitions, investments and commitments and any development and redevelopment activities; (v) fund capital expenditures; and (vi) make distributions to our stockholders and unitholders, as required for us to continue to qualify as a REIT. Depending upon the availability of external capital, we believe our liquidity is sufficient to fund these uses of cash. We expect that these liquidity needs generally will be satisfied by a combination of the following: cash flows from operations, cash on hand, debt assumptions and financings (including secured financings), issuances of debt and equity securities, dispositions of assets (in whole or in part through joint venture arrangements with third parties) and borrowings under our revolving credit facilities and commercial paper program. However, an inability to access liquidity through multiple capital sources concurrently could have a material adverse effect on us.

Our material contractual obligations arising in the normal course of business primarily consist of long-term debt and related interest payments, and operating obligations which include ground lease obligations. During the three months ended March 31, 2022, there were no significant changes to our contractual obligations from those disclosed in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2021 Annual Report. See “Note 10 – Senior Notes Payable And Other Debt” of the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information regarding our significant debt activities.

While continuing decreased revenue and net operating income as a result of the COVID-19 pandemic could lead to downgrades of our long-term credit rating and therefore adversely impact our cost of borrowing, we currently believe we will continue to have access to one or more debt markets during the duration of the pandemic and could seek to enter into secured debt financings or issue debt and equity securities to satisfy our liquidity needs, although no assurances can be made in this regard.

Credit Facilities, Commercial Paper and Unsecured Term Loans

We have a $2.75 billion unsecured revolving credit facility initially priced at LIBOR plus 0.825% based on the Company’s debt rating. The unsecured revolving credit facility matures in January 2025, but may be extended at our option, subject to the satisfaction of certain conditions, for two additional periods of six months each. The credit facility also includes an accordion feature that permits us to increase our aggregate borrowing capacity thereunder to up to $3.75 billion, subject to the satisfaction of certain conditions.

As of March 31, 2022, we had $2.7 billion of undrawn capacity on our unsecured revolving credit facility with $46.0 million borrowings outstanding and an additional $25.0 million restricted to support outstanding letters of credit. We limit our use of the unsecured revolving credit facility, to the extent necessary, to support our commercial paper program when commercial paper notes are outstanding.

Our wholly owned subsidiary, Ventas Realty, Limited Partnership (“Ventas Realty”), may issue from time to time unsecured commercial paper notes up to a maximum aggregate amount outstanding at any time of $1.0 billion. The notes are sold under customary terms in the U.S. commercial paper note market and are ranked pari passu with all of Ventas Realty’s other unsecured senior indebtedness. The notes are fully and unconditionally guaranteed by Ventas, Inc. As of March 31, 2022, we had $636.9 million in borrowings outstanding under our commercial paper program.

As of March 31, 2022, we had a $200.0 million unsecured term loan priced at LIBOR plus 0.90% that matures in 2023. The term loan also includes an accordion feature that effectively permits us to increase our aggregate borrowings thereunder to up to $800.0 million, subject to the satisfaction of certain conditions.

As of March 31, 2022, we had a C$500.0 million unsecured term loan facility priced at Canadian Dollar Offered Rate (“CDOR”) plus 0.90% that matures in 2025.

Senior Notes

We may, from time to time, seek to retire or purchase our outstanding senior notes for cash or in exchange for equity securities in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, prospects for capital and other factors. The amounts involved may be material.

Equity Offerings

We participate in an “at-the-market” equity offering program (“ATM program”), pursuant to which we may, from time to time, sell up to $1.0 billion aggregate gross sales price of shares of our common stock. There were no issuances under the ATM program for the three months ended March 31, 2022. As of March 31, 2022, $1.0 billion aggregate gross sales price of shares of our common stock remains available for issuance under the ATM program.

Derivatives and Hedging

In the normal course of our business, interest rate fluctuations affect future cash flows under our variable rate debt obligations, loans receivable and marketable debt securities, and foreign currency exchange rate fluctuations affect our operating results. We follow established risk management policies and procedures, including the use of derivative instruments, to mitigate the impact of these risks.

Dividends

During the three months ended March 31, 2022, we declared a dividend of $0.45 per share of our common stock. In order to continue to qualify as a REIT, we must make annual distributions to our stockholders of at least 90% of our REIT taxable income (excluding net capital gain). In addition, we will be subject to income tax at the regular corporate rate to the extent we distribute less than 100% of our REIT taxable income, including any net capital gains. We intend to pay dividends greater than 100% of our taxable income, after the use of any net operating loss carryforwards, for 2022.

We expect that our cash flows will exceed our REIT taxable income due to depreciation and other non-cash deductions in computing REIT taxable income and that we will be able to satisfy the 90% distribution requirement. However, from time to time, we may not have sufficient cash on hand or other liquid assets to meet this requirement or we may decide to retain cash or distribute such greater amount as may be necessary to avoid income and excise taxation. If we do not have sufficient cash on hand or other liquid assets to enable us to satisfy the 90% distribution requirement, or if we desire to retain cash, we may borrow funds, issue additional equity securities, pay taxable stock dividends, if possible, distribute other property or securities or engage in a transaction intended to enable us to meet the REIT distribution requirements or any combination of the foregoing.

Cash Flows

The following table sets forth our sources and uses of cash flows for the three months ended March 31, 2022 and 2021 (dollars in thousands):

			For the Three Months Ended March 31,												(Decrease) Increase to Cash
			2022						2021						$						%
Cash, cash equivalents and restricted cash at beginning of period			$	196,597					$	451,640					$	(255,043)					(56.5)		%
Net cash provided by operating activities			274,553						237,593						36,960						15.6
Net cash used in investing activities			(437,326)						(102,612)						(334,714)						nm
Net cash provided by (used in) financing activities			165,382						(377,067)						542,449						143.9
Effect of foreign currency translation			241						658						(417)						(63.4)
Cash, cash equivalents and restricted cash at end of period			$	199,447					$	210,212					$	(10,765)					(5.1)		%

---

nm - not meaningful

Cash Flows from Operating Activities

Cash flows from operating activities increased $37.0 million during the three months ended March 31, 2022 compared to the same period in 2021 primarily due to increased net operating income at our senior housing communities, including the net benefit of HHS grants received, and acquisitions since the first quarter of 2021, including the acquisition of over 100 independent living communities from New Senior, partially offset by lower interest income on loan investments and increased transaction expenses and deal costs primarily due to expenses relating to the stockholder relations matters in the first quarter of 2022.

Cash Flows from Investing Activities

Cash flows from investing activities decreased $334.7 million during the three months ended March 31, 2022 compared to the same period in 2021 primarily due to the $349.2 million paid in connection with the acquisition of 18 MOBs, one behavioral health center and one senior housing community, partially offset by lower development project expenditures in the first quarter of 2022.

Cash Flows from Financing Activities

Cash flows from financing activities increased $542.4 million during the three months ended March 31, 2022 compared to the same period in 2021 primarily due to the March 2021 redemption of $400.0 million senior notes due 2023, and increased borrowings under our commercial paper program and proceeds from debt in the first quarter of 2022.

Capital Expenditures

The terms of our triple-net leases generally obligate our tenants to pay all capital expenditures necessary to maintain and improve our triple-net leased properties. However, from time to time, we may fund the capital expenditures for our triple-net leased properties through loans or advances to the tenants, which may increase the amount of rent payable with respect to the properties in certain cases. We may also fund capital expenditures for which we may become responsible upon expiration of our triple-net leases or in the event that our tenants are unable or unwilling to meet their obligations under those leases. We also expect to fund capital expenditures related to our senior living operations and office operations reportable business segments with the cash flows from the properties or through additional borrowings. We expect that these liquidity needs generally will be satisfied by a combination of the following: cash flows from operations, cash on hand, debt assumptions and financings (including secured financings), issuances of debt and equity securities, dispositions of assets (in whole or in part through joint venture arrangements with third parties) and borrowings under our revolving credit facilities.

To the extent that unanticipated capital expenditure needs arise or significant borrowings are required, our liquidity may be affected adversely. Our ability to borrow additional funds may be restricted in certain circumstances by the terms of the instruments governing our outstanding indebtedness.

We are party to certain agreements that obligate us to develop senior housing or healthcare properties funded through capital that we and, in certain circumstances, our joint venture partners provide. As of March 31, 2022, we had 15 properties under development pursuant to these agreements, including six properties that are owned by an unconsolidated real estate entity. In addition, from time to time, we engage in redevelopment projects with respect to our existing senior housing communities to maximize the value, increase NOI, maintain a market-competitive position, achieve property stabilization or change the primary use of the property.

Off-Balance Sheet Arrangements

We own interests in certain unconsolidated entities as described in “Note 7 – Investments In Unconsolidated Entities.” Except in limited circumstances, our risk of loss is limited to our investment in the joint venture and any outstanding loans receivable. In addition, we have certain properties which serve as collateral for debt that is owed by a previous owner of certain of our facilities, as described under “Note 10 – Senior Notes Payable And Other Debt” to the Consolidated Financial Statements. Our risk of loss for these certain properties is limited to the outstanding debt balance plus penalties, if any. Further, we use financial derivative instruments to hedge interest rate and foreign currency exchange rate exposure. Finally, at March 31, 2022, we had $25.0 million outstanding letters of credit obligations. We have no other material off-balance sheet arrangements that we expect would materially affect our liquidity and capital resources except those described above.

Guarantor and Issuer Financial Information

Ventas, Inc. has fully and unconditionally guaranteed the obligation to pay principal and interest with respect to the outstanding senior notes issued by our 100% owned subsidiary, Ventas Realty. None of our other subsidiaries is obligated with respect to Ventas Realty’s outstanding senior notes.

Ventas, Inc. has also fully and unconditionally guaranteed the obligation to pay principal and interest with respect to the outstanding senior notes issued by our 100% owned subsidiary, Ventas Canada Finance Limited (“Ventas Canada”). None of our other subsidiaries is obligated with respect to Ventas Canada’s outstanding senior notes, all of which were issued on a private placement basis in Canada.

Under certain circumstances, contractual and legal restrictions, including those contained in the instruments governing our subsidiaries’ outstanding mortgage indebtedness, may restrict our ability to obtain cash from our subsidiaries for the purpose of meeting our debt service obligations, including our payment guarantees with respect to Ventas Realty’s and Ventas Canada’s senior notes.

The following summarizes our guarantor and issuer balance sheet and statement of income information as of March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2022 and the year ended December 31, 2021 (in thousands).

Balance Sheet Information

			As of March 31, 2022
			Guarantor						Issuer
Assets
Investment in and advances to affiliates			$	17,789,558					$	3,045,738
Total assets			17,922,405						3,155,639
Liabilities and equity
Intercompany loans			11,313,313						(3,863,941)
Total liabilities			11,537,000						4,133,468
Redeemable OP unitholder and noncontrolling interests			96,646						—
Total equity (deficit)			6,288,759						(977,829)
Total liabilities and equity			17,922,405						3,155,639

			As of December 31, 2021
			Guarantor						Issuer
Assets
Investment in and advances to affiliates			$	17,448,874					$	3,045,738
Total assets			17,561,305						3,156,840
Liabilities and equity
Intercompany loans			10,742,915						(3,563,060)
Total liabilities			10,972,521						4,097,362
Redeemable OP unitholder and noncontrolling interests			98,356						—
Total equity (deficit)			6,490,428						(940,522)
Total liabilities and equity			17,561,305						3,156,840

Statement of Income Information

			For the Three Months Ended March 31, 2022
			Guarantor						Issuer
Equity earnings in affiliates			$	44,555					$	—
Total revenues			46,321						36,683
Income (loss) before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests			39,202						(40,293)
Net income (loss)			38,732						(40,293)
Net income (loss) attributable to common stockholders			38,732						(40,293)

			For the Year Ended December 31, 2021
			Guarantor						Issuer
Equity earnings in affiliates			$	133,143					$	—
Total revenues			137,348						158,255
Income (loss) before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests			49,694						(215,773)
Net income (loss)			49,008						(215,777)
Net income (loss) attributable to common stockholders			49,008						(215,777)