Ventas Reports 2019 Third Quarter Results

Oct 25, 2019 07:33 am

CHICAGO --

Ventas, Inc. (NYSE: VTR) today announced its results for the third quarter ended September 30, 2019.

“Ventas delivered strong enterprise level results in the third quarter, driven by our diverse portfolio including robust performance in our Medical Office, Healthcare and Research & Innovation portfolios, our high quality and accretive investments and effective capital markets execution. We have maintained the midpoint of our normalized FFO per share expectations for 2019, and we continue to invest in our future,” said Debra A. Cafaro, Ventas Chairman and CEO.

Cafaro added, “Given challenging senior housing market conditions, our senior housing operating portfolio did not perform consistent with historical patterns or our expectations in the quarter, a trend we expect to continue for the balance of the year. As a result, while national leading indicators of supply and demand in the senior housing sector continue to improve, giving us confidence in the powerful upside that lies ahead, we have reduced our 2019 property level guidance for our senior housing operating business. This changed expectation leads us to conclude that our return to enterprise growth will occur after 2020.

“We have built a strong, diverse and resilient business well positioned to capitalize on strong demographic demand growth. We are committed to enhancing value for shareholders and are taking actions that will improve performance and deliver growth and value.”

Third Quarter 2019 Company Performance

Net income attributable to common stockholders per diluted share for the third quarter 2019 was $0.23 compared to $0.28 in the same period in 2018. The year-over-year change was principally driven by the positive contribution from new investments, more than offset by higher depreciation and amortization in the third quarter 2019 and the receipt of a $12 million cash fee (the “2018 Fee”) in the third quarter of 2018.
Reported Funds from Operations per share, as defined by the National Association of Real Estate Investment Trusts (“Nareit FFO”) was $0.84 compared to $0.88 in the same period in 2018. The change from 2018 results was due to the factors described above, excluding the impact of depreciation and amortization.
Normalized Funds from Operations (“FFO”) per share for the third quarter 2019 was $0.96 compared to $0.99 in 2018. The change from 2018 was primarily the result of growth in income from new investments, more than offset by the receipt of the 2018 Fee in the third quarter of 2018.

Third Quarter 2019 Portfolio Performance

For the third quarter 2019, the Company’s quarterly same-store total property portfolio (1,107 assets, representing 93 percent of the company’s consolidated assets) cash net operating income (“NOI”) rose 0.1 percent compared to the same period in 2018. Year-to-date 2019, the Company’s full year same-store total property portfolio (1,094 assets) cash NOI grew 0.5 percent compared to the same period in 2018. Reported same-store cash NOI performance by segment for the third quarter 2019 and year-to-date 2019 are as follows:

	Same-Store Cash NOI
	Reported Growth
	Q3 2019	Year-To-Date 2019

Triple-Net (“NNN”)	2.1%	2.3%
Senior Housing Operating Properties (“SHOP”)	(5.0%)	(3.5%)
Office	3.7%	2.9%
Total Company	0.1%	0.5%

Third quarter year-over-year changes in the Company’s same-store property results were driven by:
- NNN portfolio: Growth was primarily the result of net in-place lease escalations.
- SHOP portfolio: Same-store SHOP performance was below expectations, driven by the cumulative effect of new openings in a dynamic competitive market, which pressured revenue. While average third quarter 2019 occupancy was 70 basis points lower than the third quarter 2018, the year-over-year occupancy gap widened materially in September, ending the quarter approximately 115 basis points lower than third quarter-end 2018. Meanwhile, price competition drove wider re-leasing spreads year-over-year. Industry-wide, senior housing demand is accelerating and the positive trend of lower new construction starts continued, particularly in assisted living, where fewer than 1,000 units broke ground in the quarter in primary markets.
- Office portfolio: Growth was led by outstanding performance in the Company’s university-based Research & Innovation (“R&I”) properties and complemented by steady growth in the Company’s medical office building (“MOB”) portfolio, which is benefitting from the implementation and success of operational and sustainability initiatives. Third quarter 2019 office results included a $4.7 million cash lease termination fee, which was not included in same-store results.

2019 Investment Highlights

The Company has announced $3.8 billion in year-to-date investments (at 100 percent share), including $1.8 billion in Le Groupe Maurice and $900 million in attractive R&I developments. Investment highlights from the quarter include:

Completed Portfolio Investment with Le Groupe Maurice (“LGM”): As previously announced, Ventas completed its investment in a Class A portfolio of 29 operating apartment-like senior housing assets in the attractive Quebec market, and five in-progress developments, through an equity partnership with LGM (the “LGM Acquisition”). The LGM portfolio is fully integrated and performing well.
Investment in Future Growth in R&I Development: Ventas accelerated its investments in future growth through new developments in the third quarter 2019, driven principally by the R&I development pipeline. Recent updates include:
- Pitt Immune Transplant & Therapy Center:Commenced construction on a $280 million, 350,000 square foot development that is 70 percent pre-leased to the University of Pittsburgh with strong incremental leasing demand.
- College of Nursing and Health Professions, Drexel University: Executed a 30-year lease with Drexel University for a new development that will house Drexel’s College of Nursing and Health Professions in the uCity Square Knowledge Community (“uCity”). Drexel’s lease is for 100 percent of the building, which will be approximately 260,000 square feet and produce an expected GAAP yield of nearly 10 percent. Construction of the College of Nursing and Health Professions is expected to commence by mid-2020 and the building is set to open by 2022.
Expanding uCity: The Ventas uCity in-place portfolio is currently 98 percent leased with robust demand, including for the recently announced One uCity development. In the third quarter of 2019, Ventas acquired land and other assets in the thriving Philadelphia uCity market, supporting an additional 450,000 square feet of developable space.
Expanding Ardent Investment at Attractive Yield: Ventas began funding a $28 million investment in the development of a new on-campus outpatient cancer center, Harrington Cancer Center, leased to Ardent Health System at an approximately eight percent cash yield, which is expected to be completed in 2021.
Redevelopment: Ventas committed to invest $36 million in redevelopment capital projects in the third quarter 2019 across four medical office buildings leased to Banner Health in Phoenix, Arizona, as well as $15 million across several SHOP assets focused on LED lighting retrofits with various operators.

2019 Office Excellence

Ventas’s office business delivered exceptional performance and achievements year to date:

The R&I portfolio delivered outstanding third quarter 2019 growth, including occupancy levels approaching 97 percent and year-over-year cash same-store NOI growth exceeding 10 percent supported by continued leasing success.
The MOB portfolio, composed of 20 million square feet, demonstrated strong positive trends on tenant satisfaction and retention, resulting from the Company’s focused efforts.
Ventas’s South Street Landing near Brown University won a Richard H. Driehaus Foundation National Preservation Award for its historic preservation work.

Financial Strength and Liquidity

Ventas’s Net Debt to Adjusted Pro Forma EBITDA ratio was 5.9x in the third quarter. As anticipated, leverage increased sequentially principally as a result of the timing of equity raised in the second quarter and the completion of the LGM Acquisition in the third quarter.
- Third quarter and recent capital market activity includes:
  - The Company extended its maturity profile and managed interest rate risk via the issuance of $650 million of 3.00% Senior Notes due 2030, the proceeds of which were used to retire $600 million of 4.25% Senior Notes due 2022.
  - Ventas managed currency risk by financing a portion of the LGM Acquisition in Canadian dollars through the closing of a C$500M unsecured bank term loan in September. The term loan is attractively priced at CDOR + 90 basis points and matures in January 2025.
- The Company had robust available liquidity from cash on hand and existing credit facilities totaling $1.8 billion at the end of the third quarter 2019, net of outstanding commercial paper.

Demonstrated Leadership Excellence and Commitment to ESG (Environmental, Social, Governance) Principles

Ms. Cafaro was again recognized as one of Harvard Business Review’s Top 100 Best Performing CEOs in the World for the sixth consecutive year. She is one of only 14 global CEOs who have been named to HBR’s list consistently since 2014, placing Ventas’s financial accomplishments in the top four percent of all firms measured. In addition, the Company’s non-financial performance metrics significantly improved in 2019 to its highest ever rating for the two ESG measures which make up 30% of the result.
Ventas was named to the Dow Jones Sustainability World Index for the first time and retained its place on the Dow Jones Sustainability North America Index (“DJSI”). The first global sustainability benchmark to track the largest and leading sustainability-driven publicly listed companies, only companies that rank within the top 10 percent of their industries are included in the DJSI World Index.
Ventas maintained its #1 position among the four listed healthcare real estate participants in the GRESB real estate ESG assessment for the third consecutive year. GRESB is a premier ESG benchmark for real assets, and covers more than 1,000 property companies, REITs, funds and developers.
Ventas released its second annual Corporate Sustainability Report (“CSR”) earlier today. Ventas’s 2019 CSR describes the Company’s achievements, and reaffirms its commitment to ESG leadership. The CSR, which was produced consistent with globally recognized best practices, also details Ventas’s enhanced strategic ESG framework and newly-established ESG goals.

Third Quarter Dividend

The Company paid its third quarter 2019 dividend of $0.7925 per share on October 11, 2019 to stockholders of record on October 1, 2019.

Updated 2019 Guidance

Ventas is updating its outlook for 2019 per share net income attributable to common stockholders, Nareit FFO and normalized FFO, as described below. The Company is also updating its previous overall and segment same-store cash NOI growth guidance.

	Updated FY 2019 Guidance
	Previous Per Share			Updated Per Share
	Low		High	Low		High

Net Income Attributable to Common Stockholders	$1.38	-	$1.45	$1.32	-	$1.35
Nareit FFO	$3.90	-	$3.97	$3.82	-	$3.87
Normalized FFO	$3.80	-	$3.86	$3.81	-	$3.85

	Updated FY 2019 Projected Same-Store Cash NOI
	Previous			Updated
	Low		High	Low		High

NNN	0.5%	-	1.5%	2%	-	2.5%
SHOP	(3%)	-	0%	(5%)	-	(4%)
Office	1.5%	-	2.5%	2%	-	2.5%
Total Company	0%		1%	0%		0.3%

Assumptions for Ventas’s 2019 updated normalized FFO per share guidance are materially consistent with the Company’s previously disclosed guidance, and include the impacts of announced investments and associated capital markets activities. Total same-store guidance has been updated to reflect revisions to segment-level outlooks, with office and NNN increases more than offset by a reduction in SHOP expectations. The SHOP guidance change reflects third quarter revenue trends, a dynamic and competitive market, and lower occupancy levels entering the fourth quarter. With respect to the Company’s NNN senior housing portfolio, the Company continues to estimate that it will incur approximately a ($10 million) net impact to its NOI from proactively addressing leases with select lower credit operators, which impact is contained in non-same store results.

A reconciliation of the Company’s 2019 guidance to the Company’s projected GAAP measures is included in this press release. The Company’s 2019 guidance is based on a number of other assumptions that are subject to change and many of which are outside the control of the Company. If actual results vary from these assumptions, the Company’s expectations may change. There can be no assurance that the Company will achieve these results.

Third Quarter 2019 Conference Call

Ventas will hold a conference call to discuss this earnings release today at 10:00 a.m. Eastern Time (9:00 a.m. Central Time). The dial-in number for the conference call is (844) 776-7841 (or +1 (661) 378-9542 for international callers), and the participant passcode is “Ventas.” The call will also be webcast live by NASDAQ OMX and can be accessed at the Company’s website at www.ventasreit.com. A replay of the call will be available at the Company’s website, or by calling (855) 859-2056 (or +1 (404) 537-3406 for international callers), passcode 4816549, beginning on October 25, 2019, at approximately 1:00 p.m. Eastern Time and will remain available for 30 days.

Ventas, Inc., an S&P 500 company, is a leading real estate investment trust. Its diverse portfolio of approximately 1,200 assets in the United States, Canada and the United Kingdom consists of senior housing communities, medical office buildings, university-based research and innovation centers, inpatient rehabilitation and long-term acute care facilities, and health systems. Through its Lillibridge subsidiary, Ventas provides management, leasing, marketing, facility development and advisory services to highly rated hospitals and health systems throughout the United States. References to “Ventas” or the “Company” mean Ventas, Inc. and its consolidated subsidiaries unless otherwise expressly noted. More information about Ventas and Lillibridge can be found at www.ventasreit.com and www.lillibridge.com.

The Company routinely announces material information to investors and the marketplace using press releases, Securities and Exchange Commission (“SEC”) filings, public conference calls, webcasts and the Company’s website at www.ventasreit.com/investor-relations. The information that the Company posts to its website may be deemed to be material. Accordingly, the Company encourages investors and others interested in the Company to routinely monitor and review the information that the Company posts on its website, in addition to following the Company’s press releases, SEC filings and public conference calls and webcasts. Supplemental information regarding the Company can be found on the Company’s website under the “Investor Relations” section or at www.ventasreit.com/investor-relations/annual-reports---supplemental-information. A comprehensive listing of the Company’s properties is available at www.ventasreit.com/our-portfolio/properties-by-stateprovince.

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. All statements regarding the Company’s or its tenants’, operators’, borrowers’ or managers’ expected future financial condition, results of operations, cash flows, funds from operations, dividends and dividend plans, financing opportunities and plans, capital markets transactions, business strategy, budgets, projected costs, operating metrics, capital expenditures, competitive positions, acquisitions, investment opportunities, dispositions, merger or acquisition integration, growth opportunities, expected lease income, continued qualification as a real estate investment trust (“REIT”), plans and objectives of management for future operations and statements that include words such as “anticipate,” “if,” “believe,” “plan,” “estimate,” “expect,” “intend,” “may,” “could,” “should,” “will” and other similar expressions are forward-looking statements. These forward-looking statements are inherently uncertain, and actual results may differ from the Company’s expectations. The Company does not undertake a duty to update these forward-looking statements, which speak only as of the date on which they are made.

The Company’s actual future results and trends may differ materially from expectations depending on a variety of factors discussed in the Company’s filings with the SEC. These factors include without limitation: (a) the ability and willingness of the Company’s tenants, operators, borrowers, managers and other third parties to satisfy their obligations under their respective contractual arrangements with the Company, including, in some cases, their obligations to indemnify, defend and hold harmless the Company from and against various claims, litigation and liabilities; (b) the ability of the Company’s tenants, operators, borrowers and managers to maintain the financial strength and liquidity necessary to satisfy their respective obligations and liabilities to third parties, including without limitation obligations under their existing credit facilities and other indebtedness; (c) the Company’s success in implementing its business strategy and the Company’s ability to identify, underwrite, finance, consummate and integrate diversifying acquisitions and investments; (d) macroeconomic conditions such as a disruption of or lack of access to the capital markets, changes in the debt rating on U.S. government securities, default or delay in payment by the United States of its obligations, and changes in the federal or state budgets resulting in the reduction or nonpayment of Medicare or Medicaid reimbursement rates; (e) the nature and extent of future competition, including new construction in the markets in which the Company’s senior housing communities and office buildings are located; (f) the extent and effect of future or pending healthcare reform and regulation, including cost containment measures and changes in reimbursement policies, procedures and rates; (g) increases in the Company’s borrowing costs as a result of changes in interest rates and other factors, including the potential phasing out of the London Inter-bank Offered Rate after 2021; (h) the ability of the Company’s tenants, operators and managers, as applicable, to comply with laws, rules and regulations in the operation of the Company’s properties, to deliver high-quality services, to attract and retain qualified personnel and to attract residents and patients; (i) changes in general economic conditions or economic conditions in the markets in which the Company may, from time to time, compete, and the effect of those changes on the Company’s revenues, earnings and funding sources; (j) the Company’s ability to pay down, refinance, restructure or extend its indebtedness as it becomes due; (k) the Company’s ability and willingness to maintain its qualification as a REIT in light of economic, market, legal, tax and other considerations; (l) final determination of the Company’s taxable net income for the year ending December 31, 2019; (m) the ability and willingness of the Company’s tenants to renew their leases with the Company upon expiration of the leases, the Company’s ability to reposition its properties on the same or better terms in the event of nonrenewal or in the event the Company exercises its right to replace an existing tenant, and obligations, including indemnification obligations, the Company may incur in connection with the replacement of an existing tenant; (n) risks associated with the Company’s senior living operating portfolio, such as factors that can cause volatility in the Company’s operating income and earnings generated by those properties, including without limitation national and regional economic conditions, costs of food, materials, energy, labor and services, employee benefit costs, insurance costs and professional and general liability claims, and the timely delivery of accurate property-level financial results for those properties; (o) changes in exchange rates for any foreign currency in which the Company may, from time to time, conduct business; (p) year-over-year changes in the Consumer Price Index or the UK Retail Price Index and the effect of those changes on the rent escalators contained in the Company’s leases and the Company’s earnings; (q) the Company’s ability and the ability of its tenants, operators, borrowers and managers to obtain and maintain adequate property, liability and other insurance from reputable, financially stable providers; (r) the impact of damage to the Company’s properties from catastrophic weather and other natural events and the physical effects of climate change; (s) the impact of increased operating costs and uninsured professional liability claims on the Company’s liquidity, financial condition and results of operations or that of the Company’s tenants, operators, borrowers and managers, and the ability of the Company and the Company’s tenants, operators, borrowers and managers to accurately estimate the magnitude of those claims; (t) risks associated with the Company’s office building portfolio and operations, including the Company’s ability to successfully design, develop and manage office buildings and to retain key personnel; (u) the ability of the hospitals on or near whose campuses the Company’s medical office buildings are located and their affiliated health systems to remain competitive and financially viable and to attract physicians and physician groups; (v) risks associated with the Company’s investments in joint ventures and unconsolidated entities, including its lack of sole decision-making authority and its reliance on its joint venture partners’ financial condition; (w) the Company’s ability to obtain the financial results expected from its development and redevelopment projects; (x) the impact of market or issuer events on the liquidity or value of the Company’s investments in marketable securities; (y) consolidation activity in the senior housing and healthcare industries resulting in a change of control of, or a competitor’s investment in, one or more of the Company’s tenants, operators, borrowers or managers or significant changes in the senior management of the Company’s tenants, operators, borrowers or managers; (z) the impact of litigation or any financial, accounting, legal or regulatory issues that may affect the Company or its tenants, operators, borrowers or managers; and (aa) changes in accounting principles, or their application or interpretation, and the Company’s ability to make estimates and the assumptions underlying the estimates, which could have an effect on the Company’s earnings.

CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)

	September 30,			June 30,			March 31,			December 31,			September 30,
	2019			2019			2019			2018			2018

Assets
Real estate investments:
Land and improvements	$	2,280,877		$	2,128,409		$	2,116,086		$	2,114,406		$	2,115,870
Buildings and improvements	24,459,114			22,837,251			22,609,780			22,437,243			22,188,578
Construction in progress	432,713			386,550			335,773			422,334			395,072
Acquired lease intangibles	1,334,915			1,267,322			1,279,490			1,502,955			1,506,269
Operating lease assets	388,480			374,319			359,025			—			—
	28,896,099			26,993,851			26,700,154			26,476,938			26,205,789
Accumulated depreciation and amortization	(6,964,061		)	(6,758,067		)	(6,570,557		)	(6,383,281		)	(6,185,155		)
Net real estate property	21,932,038			20,235,784			20,129,597			20,093,657			20,020,634
Secured loans receivable and investments, net	709,714			693,651			496,344			495,869			527,851
Investments in unconsolidated real estate entities	45,905			47,112			48,162			48,378			48,478
Net real estate investments	22,687,657			20,976,547			20,674,103			20,637,904			20,596,963
Cash and cash equivalents	148,063			81,987			82,514			72,277			86,107
Escrow deposits and restricted cash	60,533			56,309			57,717			59,187			62,440
Goodwill	1,049,985			1,050,470			1,050,876			1,050,548			1,045,877
Assets held for sale	4,520			1,754			5,978			5,454			24,180
Other assets	852,795			821,844			796,909			759,185			782,386
Total assets	$	24,803,553		$	22,988,911		$	22,668,097		$	22,584,555		$	22,597,953

Liabilities and equity
Liabilities:
Senior notes payable and other debt	$	12,053,184		$	10,256,092		$	10,690,176		$	10,733,699		$	10,478,455
Accrued interest	85,214			111,388			81,766			99,667			76,883
Operating lease liabilities	249,237			233,757			214,046			—			—
Accounts payable and other liabilities	1,194,162			1,137,980			1,063,707			1,086,030			1,134,898
Liabilities related to assets held for sale	1,531			1,216			947			205			14,790
Deferred income taxes	147,524			149,454			205,056			205,219			236,616
Total liabilities	13,730,852			11,889,887			12,255,698			12,124,820			11,941,642

Redeemable OP unitholder and noncontrolling interests	236,792			222,662			206,386			188,141			143,242

Commitments and contingencies

Equity:
Ventas stockholders’ equity:
Preferred stock, $1.00 par value; 10,000 shares authorized, unissued	—			—			—			—			—
Common stock, $0.25 par value; 372,726; 371,478; 358,387; 356,572; and 356,468 shares issued at September 30, 2019, June 30, 2019, March 31, 2019, December 31, 2018, and September 30, 2018, respectively	93,164			92,852			89,579			89,125			89,100
Capital in excess of par value	14,017,030			13,940,117			13,160,550			13,076,528			13,081,324
Accumulated other comprehensive loss	(59,857		)	(39,671		)	(12,065		)	(19,582		)	(7,947		)
Retained earnings (deficit)	(3,384,421		)	(3,173,287		)	(3,088,401		)	(2,930,214		)	(2,709,293		)
Treasury stock, 3; 0; 0; 0; and 6 shares at September 30, 2019, June 30, 2019, March 31, 2019, December 31, 2018, and September 30, 2018, respectively	(210		)	—			—			—			(345		)
Total Ventas stockholders’ equity	10,665,706			10,820,011			10,149,663			10,215,857			10,452,839
Noncontrolling interests	170,203			56,351			56,350			55,737			60,230
Total equity	10,835,909			10,876,362			10,206,013			10,271,594			10,513,069
Total liabilities and equity	$	24,803,553		$	22,988,911		$	22,668,097		$	22,584,555		$	22,597,953

CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)

	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
Revenues
Rental income:
Triple-net leased	$	193,383		$	190,117		$	589,833		$	548,628
Office	214,939			193,911			618,555			580,471
	408,322			384,028			1,208,388			1,129,099
Resident fees and services	541,090			518,560			1,583,262			1,552,302
Office building and other services revenue	2,959			3,288			8,168			10,905
Income from loans and investments	30,164			18,108			66,819			105,706
Interest and other income	620			12,554			10,109			24,535
Total revenues	983,155			936,538			2,876,746			2,822,547
Expenses
Interest	113,967			107,581			334,955			331,973
Depreciation and amortization	234,603			218,579			696,710			675,363
Property-level operating expenses:
Senior living	388,011			366,721			1,115,834			1,080,053
Office	67,144			61,668			191,972			182,662
Triple-net leased	6,338			—			20,092			—
	461,493			428,389			1,327,898			1,262,715
Office building services costs	627			431			1,775			1,080
General, administrative and professional fees	40,530			39,677			124,369			113,507
Loss on extinguishment of debt, net	37,434			39,527			41,861			50,411
Merger-related expenses and deal costs	4,304			4,458			11,084			26,288
Other	2,164			1,244			(9,294		)	7,891
Total expenses	895,122			839,886			2,529,358			2,469,228
Income before unconsolidated entities, real estate dispositions, income taxes, discontinued operations and noncontrolling interests	88,033			96,652			347,388			353,319
Income (loss) from unconsolidated entities	854			(716		)	(2,621		)	(47,826		)
Gain on real estate dispositions	36			18			24,633			35,893
Income tax (expense) benefit	(2,005		)	7,327			57,004			11,303
Income from continuing operations	86,918			103,281			426,404			352,689
Discontinued operations	—			—			—			(10		)
Net income	86,918			103,281			426,404			352,679
Net income attributable to noncontrolling interests	1,659			1,309			4,831			5,485
Net income attributable to common stockholders	$	85,259		$	101,972		$	421,573		$	347,194
Earnings per common share
Basic:
Income from continuing operations	$	0.23		$	0.29		$	1.17		$	0.99
Net income attributable to common stockholders	0.23			0.29			1.16			0.97
Diluted:
Income from continuing operations	$	0.23		$	0.29		$	1.16		$	0.98
Net income attributable to common stockholders	0.23			0.28			1.15			0.97

Weighted average shares used in computing earnings per common share
Basic	372,426			356,318			363,724			356,224
Diluted	376,625			359,355			367,657			359,068

QUARTERLY CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)

	For the Quarters Ended
	September 30,			June 30,			March 31,			December 31,			September 30,
	2019			2019			2019			2018			2018
Revenues
Rental income:
Triple-net leased	$	193,383		$	196,382		$	200,068		$	189,168		$	190,117
Office	214,939			202,188			201,428			195,540			193,911
	408,322			398,570			401,496			384,708			384,028
Resident fees and services	541,090			520,725			521,447			517,175			518,560
Office building and other services revenue	2,959			2,691			2,518			2,511			3,288
Income from loans and investments	30,164			19,529			17,126			18,512			18,108
Interest and other income	620			9,202			287			357			12,554
Total revenues	983,155			950,717			942,874			923,263			936,538

Expenses
Interest	113,967			110,369			110,619			110,524			107,581
Depreciation and amortization	234,603			226,187			235,920			244,276			218,579
Property-level operating expenses:
Senior living	388,011			366,837			360,986			366,148			366,721
Office	67,144			62,743			62,085			61,017			61,668
Triple-net leased	6,338			6,321			7,433			—			—
	461,493			435,901			430,504			427,165			428,389
Office building services costs	627			515			633			338			431
General, administrative and professional fees	40,530			43,079			40,760			38,475			39,677
Loss on extinguishment of debt, net	37,434			4,022			405			7,843			39,527
Merger-related expenses and deal costs	4,304			4,600			2,180			4,259			4,458
Other	2,164			(11,481		)	23			58,877			1,244
Total expenses	895,122			813,192			821,044			891,757			839,886

Income before unconsolidated entities, real estate dispositions, income taxes, discontinued operations and noncontrolling interests	88,033			137,525			121,830			31,506			96,652
Income (loss) from unconsolidated entities	854			(2,529		)	(946		)	(7,208		)	(716		)
Gain on real estate dispositions	36			19,150			5,447			10,354			18
Income tax (expense) benefit	(2,005		)	57,752			1,257			28,650			7,327
Income from continuing operations	86,918			211,898			127,588			63,302			103,281
Discontinued operations	—			—			—			—			—
Net income	86,918			211,898			127,588			63,302			103,281
Net income attributable to noncontrolling interests	1,659			1,369			1,803			1,029			1,309
Net income attributable to common stockholders	$	85,259		$	210,529		$	125,785		$	62,273		$	101,972

Earnings per common share
Basic:
Income from continuing operations	$	0.23		$	0.59		$	0.36		$	0.18		$	0.29
Net income attributable to common stockholders	0.23			0.58			0.35			0.17			0.29
Diluted:
Income from continuing operations	$	0.23		$	0.58		$	0.35		$	0.18		$	0.29
Net income attributable to common stockholders	0.23			0.58			0.35			0.17			0.28

Weighted average shares used in computing earnings per common share
Basic	372,426			361,722			356,853			356,389			356,318
Diluted	376,625			365,553			360,619			359,989			359,355

CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
	For the Nine Months Ended
	September 30,
	2019			2018
Cash flows from operating activities:
Net income	$	426,404		$	352,679
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	696,710			675,363
Amortization of deferred revenue and lease intangibles, net	(6,484		)	(26,001		)
Other non-cash amortization	16,910			13,527
Stock-based compensation	26,670			20,761
Straight-lining of rental income	(25,680		)	19,983
Loss on extinguishment of debt, net	41,861			50,411
Gain on real estate dispositions	(24,633		)	(35,893		)
Gain on real estate loan investments	—			(13,202		)
Income tax benefit	(60,249		)	(13,464		)
Loss from unconsolidated entities	2,621			47,826
Distributions from unconsolidated entities	1,400			2,734
Other	9,236			390
Changes in operating assets and liabilities:
Increase in other assets	(59,366		)	(34,879		)
Decrease in accrued interest	(15,909		)	(17,508		)
Increase (decrease) in accounts payable and other liabilities	54,057			(25,105		)
Net cash provided by operating activities	1,083,548			1,017,622
Cash flows from investing activities:
Net investment in real estate property	(939,805		)	(35,800		)
Investment in loans receivable	(1,257,577		)	(212,089		)
Proceeds from real estate disposals	77,555			331,243
Proceeds from loans receivable	1,008,683			866,313
Development project expenditures	(229,845		)	(230,348		)
Capital expenditures	(99,787		)	(73,025		)
Distributions from unconsolidated entities	151			57,430
Investment in unconsolidated entities	(1,711		)	(45,106		)
Insurance proceeds for property damage claims	20,457			6,327
Net cash (used in) provided by investing activities	(1,421,879		)	664,945
Cash flows from financing activities:
Net change in borrowings under revolving credit facilities	278,677			41,292
Net change in borrowings under commercial paper program	304,508			—
Proceeds from debt	2,206,577			2,412,420
Repayment of debt	(2,456,135		)	(3,294,104		)
Purchase of noncontrolling interests	—			(2,429		)
Payment of deferred financing costs	(17,867		)	(16,583		)
Issuance of common stock, net	942,250			—
Cash distribution to common stockholders	(861,789		)	(845,248		)
Cash distribution to redeemable OP unitholders	(6,882		)	(5,594		)
Cash issued for redemption of OP Units	(361		)	(1,370		)
Contributions from noncontrolling interests	4,959			500
Distributions to noncontrolling interests	(6,403		)	(9,968		)
Proceeds from stock option exercises	34,134			4,238
Other	(6,601		)	(4,974		)
Net cash provided by (used in) financing activities	415,067			(1,721,820		)
Net increase (decrease) in cash, cash equivalents and restricted cash	76,736			(39,253		)
Effect of foreign currency translation	396			(453		)
Cash, cash equivalents and restricted cash at beginning of period	131,464			188,253
Cash, cash equivalents and restricted cash at end of period	$	208,596		$	148,547

Supplemental schedule of non-cash activities:
Assets acquired and liabilities assumed from acquisitions and other:
Real estate investments	$	1,056,481		$	29,106
Other assets	11,123			4,112
Debt	907,746			—
Other liabilities	46,336			16,134
Noncontrolling interests	113,522			—
Equity issued for redemption of OP Units	—			266

QUARTERLY CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
	For the Quarters Ended
	September 30,			June 30,			March 31,			December 31,			September 30,
	2019			2019			2019			2018			2018
Cash flows from operating activities:
Net income	$	86,918		$	211,898		$	127,588		$	63,302		$	103,281
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	234,603			226,187			235,920			244,276			218,579
Amortization of deferred revenue and lease intangibles, net	(339		)	(3,299		)	(2,846		)	(4,659		)	(2,164		)
Other non-cash amortization	5,323			5,456			6,131			5,359			4,877
Stock-based compensation	8,195			10,070			8,405			9,202			6,488
Straight-lining of rental income	(8,680		)	(8,511		)	(8,489		)	(6,587		)	(8,102		)
Loss on extinguishment of debt, net	37,434			4,022			405			7,843			39,527
Gain on real estate dispositions	(36		)	(19,150		)	(5,447		)	(10,354		)	(18		)
Income tax expense (benefit)	946			(59,480		)	(1,715		)	(29,562		)	(8,147		)
(Income) loss from unconsolidated entities	(854		)	2,529			946			7,208			716
Distributions from unconsolidated entities	100			100			1,200			200			100
Real estate impairments related to natural disasters	—			—			—			52,510			—
Other	4,145			2,808			2,283			3,330			(734		)
Changes in operating assets and liabilities:
(Increase) decrease in other assets	(14,894		)	(30,768		)	(13,704		)	11,681			(47,655		)
(Decrease) increase in accrued interest	(27,307		)	29,445			(18,047		)	22,500			(16,004		)
Increase (decrease) in accounts payable and other liabilities	28,775			21,792			3,490			(12,404		)	16,542
Net cash provided by operating activities	354,329			393,099			336,120			363,845			307,286
Cash flows from investing activities:
Net investment in real estate property	(731,766		)	(194,942		)	(13,097		)	(230,107		)	(23,543		)
Investment in loans receivable	(750,429		)	(502,891		)	(4,257		)	(17,445		)	(535		)
Proceeds from real estate disposals	3,150			56,854			17,551			22,549			19,000
Proceeds from loans receivable	719,026			288,382			1,275			45,227			216
Development project expenditures	(115,619		)	(64,574		)	(49,652		)	(100,528		)	(74,666		)
Capital expenditures	(41,406		)	(36,426		)	(21,955		)	(58,833		)	(30,996		)
Distributions from unconsolidated entities	151			—			—			25			50,638
Investment in unconsolidated entities	(777		)	(247		)	(687		)	(1,901		)	(5,073		)
Insurance proceeds for property damage claims	3,518			13,941			2,998			564			3,998
Net cash used in investing activities	(914,152		)	(439,903		)	(67,824		)	(340,449		)	(60,961		)
Cash flows from financing activities:
Net change in borrowings under revolving credit facilities	785,228			194,224			(700,775		)	280,171			239,018
Net change in borrowings under commercial paper program	34,698			75,312			194,498			—			—
Proceeds from debt	1,493,643			6,343			706,591			137,053			1,662,104
Repayment of debt	(1,459,074		)	(734,491		)	(262,570		)	(171,475		)	(1,862,217		)
Purchase of noncontrolling interests	—			—			—			(2,295		)	—
Payment of deferred financing costs	(11,030		)	—			(6,837		)	(4,029		)	(10,235		)
Issuance of common stock, net	76,217			767,655			98,378			—			—
Cash distribution to common stockholders	(294,647		)	(284,268		)	(282,874		)	(281,895		)	(281,853		)
Cash distribution to redeemable OP unitholders	(2,331		)	(2,335		)	(2,216		)	(1,865		)	(1,850		)
Cash issued for redemption of OP Units	(361		)	—			—			—			(395		)
Contributions from noncontrolling interests	1,365			2,371			1,223			1,383			500
Distributions to noncontrolling interests	(2,300		)	(1,480		)	(2,623		)	(1,606		)	(2,160		)
Proceeds from stock option exercises	8,396			21,422			4,316			4,524			1,913
Other	131			142			(6,874		)	(83		)	(654		)
Net cash provided by (used in) financing activities	629,935			44,895			(259,763		)	(40,117		)	(255,829		)
Net increase (decrease) in cash, cash equivalents and restricted cash	70,112			(1,909		)	8,533			(16,721		)	(9,504		)
Effect of foreign currency translation	188			(26		)	234			(362		)	(52		)
Cash, cash equivalents and restricted cash at beginning of period	138,296			140,231			131,464			148,547			158,103
Cash, cash equivalents and restricted cash at end of period	$	208,596		$	138,296		$	140,231		$	131,464		$	148,547

QUARTERLY CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(In thousands)
	For the Quarters Ended
	September 30,		June 30,		March 31,		December 31,		September 30,
	2019		2019		2019		2018		2018
Supplemental schedule of non-cash activities:
Assets acquired and liabilities assumed from acquisitions and other:
Real estate investments	$	1,055,412	$	1,069	$	—	$	65,174	$	190
Other assets	10,940		183		—		1,286		—
Debt	907,746		—		—		30,508		—
Other liabilities	45,084		1,252		—		1,952		190
Deferred income tax liability	—		—		—		922		—
Noncontrolling interests	113,522		—		—		2,591		—
Equity issued	—		—		—		30,487		—
Equity issued for redemption of OP Units	—		—		—		641		—

NON-GAAP FINANCIAL MEASURES RECONCILIATION

Funds From Operations (FFO) and Funds Available for Distribution (FAD)¹

(Dollars in thousands, except per share amounts)

Q3 YoY

2018

2019

Growth

YTD

'18-'19

Net income attributable to common stockholders

101,972

62,273

409,467

125,785

210,529

85,259

421,573

(16

Net income attributable to common stockholders per share

0.28

0.17

1.14

0.35

0.58

0.23

1.15

(18

Adjustments:

Depreciation and amortization on real estate assets

217,116

242,834

913,537

234,471

224,630

233,078

692,179

Depreciation on real estate assets related to noncontrolling interests

(1,718

)

(1,621

)

(6,926

)

(1,834

)

(1,750

)

(2,496

)

(6,080

)

Depreciation on real estate assets related to unconsolidated entities

723

(78

)

1,977

165

167

(456

)

(124

)

Impairment on equity method investment

—

35,708

—

Gain on real estate dispositions

(18

)

(10,354

)

(46,247

)

(5,447

)

(19,150

)

(36

)

(24,633

)

Gain on real estate dispositions related to noncontrolling interests

—

1,508

354

—

354

Gain on real estate dispositions related to unconsolidated entities

(875

)

—

(875

)

(799

)

(67

)

(868

)

Subtotal: FFO add-backs

215,228

230,781

898,682

226,910

203,895

230,023

660,828

Subtotal: FFO add-backs per share

0.60

0.64

2.50

0.63

0.56

0.61

1.80

FFO (Nareit) attributable to common stockholders

317,200

293,054

1,308,149

352,695

414,424

315,282

1,082,401

FFO (Nareit) attributable to common stockholders per share

0.88

0.81

3.64

0.98

1.13

0.84

2.94

Adjustments:

Change in fair value of financial instruments

(14

)

(18

)

(38

)

(11

)

(56

)

Non-cash income tax (benefit) expense

(8,166

)

(4,944

)

(18,427

)

(1,714

)

(59,480

)

946

(60,248

)

Impact of tax reform

—

(24,618

)

(24,618

)

—

Loss on extinguishment of debt, net

39,489

7,890

63,073

405

4,022

37,434

41,861

(Gain) loss on non-real estate dispositions related to unconsolidated entities

(16

)

—

)

(34

)

(37

)

Merger-related expenses, deal costs and re-audit costs

4,985

6,375

38,145

2,829

5,564

4,726

13,119

Amortization of other intangibles

121

120

759

121

363

Other items related to unconsolidated entities

632

678

5,035

1,038

1,377

502

2,917

Non-cash charges related to lease terminations

—

21,299

—

Non-cash impact of changes to equity plan

448

1,509

4,830

2,334

2,584

1,729

6,647

Natural disaster expenses (recoveries), net

64,041

63,830

(1,539

)

(13,339

)

(101

)

(14,979

)

Subtotal: normalized FFO add-backs

37,628

51,047

153,906

3,436

(59,165

)

45,316

(10,413

)

Subtotal: normalized FFO add-backs per share

0.10

0.14

0.43

0.01

(0.16

)

0.12

(0.03

)

Normalized FFO attributable to common stockholders

354,828

344,101

1,462,055

356,131

355,259

360,598

1,071,988

Normalized FFO attributable to common stockholders per share

0.99

0.96

4.07

0.99

0.97

0.96

2.92

Non-cash items included in normalized FFO:

Amortization of deferred revenue and lease intangibles, net

(2,164

)

(4,659

)

(13,680

)

(2,846

)

(3,299

)

(339

)

(6,484

)

Other non-cash amortization, including fair market value of debt

4,877

5,359

18,886

6,131

5,335

5,444

16,910

Stock-based compensation

6,040

7,693

25,133

6,071

7,486

6,466

20,023

Straight-lining of rental income

(8,102

)

(6,587

)

(24,883

)

(8,489

)

(8,511

)

(8,680

)

(25,680

)

Subtotal: non-cash items included in normalized FFO

651

1,806

5,456

867

1,011

2,891

4,769

Capital expenditures

(33,576

)

(60,667

)

(140,060

)

(24,015

)

(34,366

)

(41,406

)

(99,787

)

Normalized FAD attributable to common stockholders

321,903

285,240

1,327,451

332,983

321,904

322,083

976,970

Merger-related expenses, deal costs and re-audit costs

(4,985

)

(6,375

)

(38,145

)

(2,829

)

(5,564

)

(4,726

)

(13,119

)

Other items related to unconsolidated entities

(632

)

(678

)

(5,035

)

(1,038

)

(1,377

)

(502

)

(2,917

)

FAD attributable to common stockholders

316,286

278,187

1,284,271

329,116

314,963

316,855

960,934

Weighted average diluted shares

359,355

359,989

359,301

360,619

365,553

376,625

367,657

¹ Per share quarterly amounts may not add to annual per share amounts due to material changes in the Company’s weighted average diluted share count, if any. Per share amounts may not add to total per share amounts due to rounding.

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 FFO, normalized FFO, FAD and normalized FAD to be appropriate supplemental measures of operating performance of an equity REIT. In particular, 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 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, the Company provides information about identified non-cash components of 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.

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 gains or losses 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 joint ventures. Adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect FFO on the same basis. The Company defines normalized FFO as FFO excluding the following income and expense items (which may be recurring in nature): (a) merger-related 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 the Company’s debt; (c) the non-cash effect of income tax benefits or expenses, the non-cash impact of changes to the Company’s executive equity compensation plan, derivative transactions that have non-cash mark-to-market impacts on the Company’s income statement and non-cash charges related to lease terminations; (d) the financial impact of contingent consideration, severance-related costs and charitable donations made 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) expenses related to the re-audit and re-review in 2014 of the Company’s historical financial statements and related matters; and (h) net expenses or recoveries related to natural disasters. Normalized FAD represents normalized FFO excluding non-cash components, which include straight-line rental adjustments, and deducting capital expenditures, including certain tenant allowances and leasing commissions. FAD represents normalized FAD after subtracting merger-related expenses, deal costs and re-audit costs and other unusual items related to unconsolidated entities.

FFO, normalized FFO, FAD and normalized FAD 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. FFO, normalized FFO, FAD and normalized FAD 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, FFO, normalized FFO, FAD and normalized FAD should be examined in conjunction with net income attributable to common stockholders as presented elsewhere herein. For a reconciliation of the Company’s previous 2019 Nareit FFO and normalized FFO per share guidance, please refer to the reconciliation included in the Company’s Current Report on Form 8-K filed with the SEC on July 26, 2019, which reconciliation is hereby incorporated by reference.

NON-GAAP FINANCIAL MEASURES RECONCILIATION
NET INCOME, FFO and FAD Attributable to Common Stockholders 2019 Guidance ^1,2
(Dollars in millions, except per share amounts)
	Tentative / Preliminary and Subject to Change
	FY2019 - Guidance				FY2019 - Per Share
	Low		High		Low		High

Net Income Attributable to Common Stockholders	$490		$498		$1.32		$1.35

Depreciation and Amortization Adjustments	947		959		2.56		2.59
Gain on Real Estate Dispositions	(25	)	(25	)	(0.07	)	(0.07	)
Other Adjustments ³	0		0		0.00		0.00

FFO (Nareit) Attributable to Common Stockholders	$1,412		$1,432		$3.82		$3.87

Merger-Related Expenses, Deal Costs and Re-Audit Costs	22		17		0.06		0.05
Natural Disaster Expenses (Recoveries), Net	(17	)	(16	)	(0.04	)	(0.04	)
Other Adjustments ³	(7	)	(9	)	(0.02	)	(0.03	)

Normalized FFO Attributable to Common Stockholders	$1,410		$1,424		$3.81		$3.85
% Year-Over-Year Growth					(6	%)	(5	%)

Non-Cash Items Included in Normalized FFO	7		7
Capital Expenditures	(158	)	(163	)

Normalized FAD Attributable to Common Stockholders	$1,259		$1,268

Merger-Related Expenses, Deal Costs and Re-Audit Costs	(22	)	(17	)
Other Adjustments ³	(4	)	(3	)

FAD Attributable to Common Stockholders	$1,233		$1,248

Weighted Average Diluted Shares (in millions)	370		370

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 in the Company’s filings with the Securities and Exchange Commission.
²		Per share quarterly amounts may not add to annual per share amounts due to changes in the Company's weighted average diluted share count, if any. Totals may not add due to minor corporate-level adjustments.
³		See table titled “Funds From Operations (FFO) and Funds Available for Distribution (FAD)” for detailed breakout of adjustments for each respective category.

NON-GAAP FINANCIAL MEASURES RECONCILIATION
Net Debt to Adjusted Pro Forma EBITDA¹(Dollars in thousands)

The following table illustrates net debt to pro forma earnings before interest, taxes, depreciation and amortization (including non-cash stock-based compensation expense), excluding gains or losses on extinguishment of debt, consolidated joint venture partners’ share of EBITDA, merger-related expenses and deal costs, expenses related to the re-audit and re-review in 2014 of the Company’s historical financial statements, net gains or losses on real estate activity, gains or losses on re-measurement of equity interest upon acquisition, changes in the fair value of financial instruments, unrealized foreign currency gains or losses, net expenses or recoveries related to natural disasters and non-cash charges related to lease terminations, and including the Company’s share of EBITDA from unconsolidated entities and adjustments for other immaterial or identified items (“Adjusted EBITDA”).

The following information considers the pro forma effect on Adjusted EBITDA of the Company’s activity during the three months ended September 30, 2019, as if the transactions had been consummated as of the beginning of the period (“Adjusted Pro Forma EBITDA”).

The Company believes that net debt, Adjusted Pro Forma EBITDA and net debt to Adjusted Pro Forma 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 and tend to obscure the Company’s actual credit quality.

For the Three Months Ended September 30, 2019:

Net income attributable to common stockholders	$	85,259
Adjustments:
Interest	113,967
Loss on extinguishment of debt, net	37,434
Taxes (including tax amounts in general, administrative and professional fees)	3,080
Depreciation and amortization	234,603
Non-cash stock-based compensation expense	8,195
Merger-related expenses, deal costs and re-audit costs	4,304
Net income attributable to noncontrolling interests, net of consolidated joint venture partners’ share of EBITDA	(4,136		)
Income from unconsolidated entities, net of Ventas share of EBITDA from unconsolidated entities	8,120
Gain on real estate dispositions	(36		)
Unrealized foreign currency gains	(233		)
Change in fair value of financial instruments	(14		)
Natural disaster expenses (recoveries), net	(93		)
Adjusted EBITDA	$	490,450
Pro forma adjustments for current period activity	3,819
Adjusted Pro Forma EBITDA	$	494,269

Adjusted Pro Forma EBITDA annualized	$	1,977,076

As of September 30, 2019:

Total debt	$	12,053,184
Cash	(148,063		)
Restricted cash pertaining to debt	(32,863		)
Consolidated joint venture partners’ share of debt	(222,612		)
Ventas share of debt from unconsolidated entities	53,188
Net debt	$	11,702,833

Net debt to Adjusted Pro Forma EBITDA	5.9		x

¹ Totals may not add due to rounding.

NON-GAAP FINANCIAL MEASURES RECONCILIATION
Net Operating Income (NOI) and Same-Store Cash NOI by Segment
(Dollars in thousands)

The Company considers NOI and same-store 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. The Company defines NOI as total revenues, less interest and other income, property-level operating expenses and office building services costs. In the case of NOI, cash receipts may differ due to straight-line recognition of certain rental income and the application of other GAAP policies. The Company defines same-store as properties owned, consolidated and operational for the full period in both comparison periods; 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 portfolio performance. Same-store excludes: (i) assets intended for disposition; (ii) for the Office Portfolio, those properties that incur major property-level expenditures to maximize value, increase NOI, maintain a market-competitive position and/or achieve property stabilization; and (iii) for other assets, those properties that are scheduled for operator transition, or have transitioned operators, after the start of the prior comparison period. To normalize for exchange rate movements, all same-store cash NOI measures 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.

Triple-Net

Seniors Housing Operating

Office

Non-Segment

Total

For the Three Months Ended September 30, 2019:

Net income attributable to common stockholders

85,259

Adjustments:

Interest and other income

(620

)

Interest

113,967

Depreciation and amortization

234,603

General, administrative and professional fees

40,530

Loss on extinguishment of debt, net

37,434

Merger-related expenses and deal costs

4,304

Other

2,164

Income from unconsolidated entities

(854

)

Gain on real estate dispositions

(36

)

Income tax expense

2,005

Net income attributable to noncontrolling interests

1,659

Reported segment NOI

187,045

153,079

149,227

31,064

520,415

Adjustments:

NOI not included in same-store

(3,778

)

(9,820

)

(21,198

)

—

(34,796

)

Straight-lining of rental income

(3,871

)

—

(4,809

)

—

(8,680

)

Non-cash rental income

(906

)

928

—

Non-segment NOI

—

(31,064

)

(31,064

)

Same-store cash NOI (constant currency)

178,490

143,264

124,148

—

445,902

YOY growth ‘18 - ‘19

2.1

(5.0

3.7

0.1

For the Three Months Ended September 30, 2018:

Net income attributable to common stockholders

101,972

Adjustments:

Interest and other income

(12,554

)

Interest

107,581

Depreciation and amortization

218,579

General, administrative and professional fees

39,677

Loss on extinguishment of debt, net

39,527

Merger-related expenses and deal costs

4,458

Other

1,244

Loss from unconsolidated entities

716

Gain on real estate dispositions

(18

)

Income tax benefit

(7,327

)

Net income attributable to noncontrolling interests

1,309

Reported segment NOI

190,319

151,839

133,987

19,019

495,164

Adjustments:

NOI not included in same-store

(9,700

)

(797

)

(9,608

)

—

(20,105

)

Straight-lining of rental income

(4,116

)

—

(3,985

)

—

(8,101

)

Non-cash rental income

(1,328

)

—

(715

)

—

(2,043

)

Non-segment NOI

—

(19,019

)

(19,019

)

NOI impact from change in FX

(322

)

(195

)

—

(517

)

Same-store cash NOI (constant currency)

174,853

150,847

119,679

—

445,379

	Triple-Net			Seniors Housing Operating			Office			Non-Segment			Total
For the Nine Months Ended September 30, 2019:
Net income attributable to common stockholders													$	421,573
Adjustments:
Interest and other income													(10,109		)
Interest													334,955
Depreciation and amortization													696,710
General, administrative and professional fees													124,369
Loss on extinguishment of debt, net													41,861
Merger-related expenses and deal costs													11,084
Other													(9,294		)
Loss from unconsolidated entities													2,621
Gain on real estate dispositions													(24,633		)
Income tax benefit													(57,004		)
Net income attributable to noncontrolling interests													4,831
Reported segment NOI	$	569,741		$	467,428		$	430,493		$	69,302		$	1,536,964
Adjustments:
Modification fees	100			—			—			—			100
Normalizing adjustment for technology costs¹	—			(1		)	—			—			(1		)
NOI not included in same-store	(28,511		)	(16,309		)	(45,997		)	—			(90,817		)
Straight-lining of rental income	(11,444		)	—			(14,235		)	—			(25,679		)
Non-cash rental income	(2,885		)	5			(3,068		)	—			(5,948		)
Non-segment NOI	—			—			—			(69,302		)	(69,302		)
Same-store cash NOI (constant currency)	$	527,001		$	451,123		$	367,193		$	—		$	1,345,317
*YOY growth ‘18 - ‘19*	*2.3*		%	*(3.5*		%)	*2.9*		%				*0.5*		%
For the Nine Months Ended September 30, 2018:
Net income attributable to common stockholders													$	347,194
Adjustments:
Interest and other income													(24,535		)
Interest													331,973
Depreciation and amortization													675,363
General, administrative and professional fees													113,507
Loss on extinguishment of debt, net													50,411
Merger-related expenses and deal costs													26,288
Other													7,891
Loss from unconsolidated entities													47,826
Gain on real estate dispositions													(35,893		)
Income tax benefit													(11,303		)
Discontinued operations													10
Net income attributable to noncontrolling interests													5,485
Reported segment NOI	$	551,150		$	472,249		$	402,514		$	108,304		$	1,534,217
Adjustments:
Modification fees	2,389			—			431			—			2,820
Normalizing adjustment for technology costs¹	—			651			—			—			651
Pro forma adjustment for partial prior year period	—			2,693			—			—			2,693
NOI not included in same-store	(47,014		)	(6,475		)	(32,349		)	—			(85,838		)
Straight-lining of rental income	32,349			—			(12,365		)	—			19,984
Non-cash rental income	(22,848		)	—			(1,369		)	—			(24,217		)
Non-segment NOI	—			—			—			(108,304		)	(108,304		)
NOI impact from change in FX	(1,071		)	(1,713		)	—			—			(2,784		)
Same-store cash NOI (constant currency)	$	514,955		$	467,405		$	356,862		$	—		$	1,339,222

¹ Represents costs expensed by one operator related to implementation of new software.

NON-GAAP FINANCIAL MEASURES RECONCILIATION
NOI and Same-Store Cash NOI by Segment Guidance ^1,2
(Dollars in millions)
	FY2019 - Guidance
	Tentative / Preliminary and Subject to Change
	Triple-Net			Seniors Housing Operating			Office			Non-Segment			Total
High End
Net Income Attributable to Common Stockholders													$	498
Depreciation and Amortization³													976
Interest Expense, G&A, Other Income and Expenses⁴													583
Reported Segment NOI⁵	$	758		$	632		$	573		$	94		2,057
Non-Cash and Non-Same-Store Adjustments	(54		)	(41		)	(83		)	(94		)	(271		)
Same-Store Cash NOI⁵	704			591			490			—			1,786
*Percentage Increase*	*2.5*		%	*(4.0*		%)	*2.5*		%	NM			*0.3*		%

Low End
Net Income Attributable to Common Stockholders													$	490
Depreciation and Amortization³													963
Interest Expense, G&A, Other Income and Expenses⁴													592
Reported Segment NOI⁵	$	754		$	626		$	570		$	87		2,045
Non-Cash and Non-Same-Store Adjustments	(53		)	(41		)	(83		)	(87		)	(264		)
Same-Store Cash NOI⁵	701			585			487			—			1,781
*Percentage Increase*	*2.0*		%	*(5.0*		%)	*2.0*		%	NM			*0.0*		%

Prior Year
Net Income Attributable to Common Stockholders													$	409
Depreciation and Amortization³													920
Interest Expense, G&A, Other Income and Expenses⁴													701
Reported Segment NOI	$	740		$	623		$	539		$	128		2,030
Normalizing Adjustment for Technology Costs⁶	—			1			—			—			1
Non-Cash and Non-Same-Store Adjustments	(52		)	(6		)	(61		)	(128		)	(247		)
NOI Impact from Change in FX	(1		)	(2		)	—			—			(3		)
Same-Store Cash NOI	687			616			478			—			1,781

	2019
GBP (£) to USD ($)	1.23
USD ($) to CAD (C$)	1.33

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 in the Company’s filings with the Securities and Exchange Commission.
²		See table titled “Net Operating Income (NOI) and Same-Store Cash NOI by Segment” for a detailed breakout of adjustments for each respective category.
³		Includes real estate depreciation and amortization, corporate depreciation and amortization, and amortization of other intangibles.
⁴		Includes interest expense, general and administrative expenses (including stock-based compensation), loss on extinguishment of debt, merger-related expenses and deal costs, income from unconsolidated entities, income tax benefit, and other income and expenses.
⁵		Totals may not add across due to minor corporate-level adjustments and rounding.
⁶		Represents costs expensed by one operator related to implementation of new software.

View source version on businesswire.com: https://www.businesswire.com/news/home/20191025005213/en/

Juan Sanabria
(877) 4-VENTAS

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Ventas Reports 2019 Third Quarter Results