UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2021
OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
	ACT OF 1934 FOR THE TRANSITION PERIOD FROM____________TO____________

Commission file number: 1-10989

Ventas, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	61-1055020
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

353 N. Clark Street, Suite 3300

Chicago, Illinois

60654

(Address of Principal Executive Offices)    

(877) 483-6827

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Exchange on Which Registered
Common Stock $0.25 par value	VTR	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒    No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒    No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer ☐	Non-accelerated filer	☐
Smaller reporting company	☐		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐    No ☒

As of May 4, 2021, there were 375,140,627 shares of the registrant’s common stock outstanding.

VENTAS, INC.

FORM 10-Q

INDEX

		Page
PART I—FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements (Unaudited)	1
	Consolidated Balance Sheets as of March 31, 2021 and December 31, 2020	1
	Consolidated Statements of Income for the Three Months Ended March 31, 2021 and 2020	2
	Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2021 and 2020	3
	Consolidated Statements of Equity for the Three Months Ended March 31, 2021 and 2020	4
	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2021 and 2020	5
	Notes to Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	47
Item 4.	Controls and Procedures	49
PART II—OTHER INFORMATION
Item 1.	Legal Proceedings	50
Item 1A.	Risk Factors	50
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	50
Item 5.	Other Information	50
Item 6.	Exhibits	51

PART I—FINANCIAL INFORMATION

ITEM 1.    CONSOLIDATED FINANCIAL STATEMENTS

VENTAS, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	As of March 31, 2021		As of December 31, 2020
	(In thousands, except per share amounts)
Assets
Real estate investments:
Land and improvements	$	2,235,773	$	2,261,415
Buildings and improvements	24,250,630		24,323,279
Construction in progress	310,547		265,748
Acquired lease intangibles	1,212,263		1,230,886
Operating lease assets	343,072		346,372
	28,352,285		28,427,700
Accumulated depreciation and amortization	(8,030,524)		(7,877,665)
Net real estate property	20,321,761		20,550,035
Secured loans receivable and investments, net	615,037		605,567
Investments in unconsolidated real estate entities	471,243		443,688
Net real estate investments	21,408,041		21,599,290
Cash and cash equivalents	169,661		413,327
Escrow deposits and restricted cash	40,551		38,313
Goodwill	1,051,780		1,051,650
Assets held for sale	59,860		9,608
Deferred income tax assets, net	11,610		9,987
Other assets	810,760		807,229
Total assets	$	23,552,263	$	23,929,404
Liabilities and equity
Liabilities:
Senior notes payable and other debt	$	11,759,299	$	11,895,412
Accrued interest	91,390		111,444
Operating lease liabilities	206,426		209,917
Accounts payable and other liabilities	1,109,279		1,133,066
Liabilities related to assets held for sale	3,853		3,246
Deferred income tax liabilities	65,777		62,638
Total liabilities	13,236,024		13,415,723
Redeemable OP unitholder and noncontrolling interests	244,619		235,490
Commitments and contingencies
Equity:
Ventas stockholders’ equity:
Preferred stock, $1.00 par value; 10,000 shares authorized, unissued	—		—
Common stock, $0.25 par value; 600,000 shares authorized, 375,068 and 374,609 shares issued at March 31, 2021 and December 31, 2020, respectively	93,750		93,635
Capital in excess of par value	14,186,692		14,171,262
Accumulated other comprehensive loss	(52,497)		(54,354)
Retained earnings (deficit)	(4,257,001)		(4,030,376)
Treasury stock, 14 and 0 shares at March 31, 2021 and December 31, 2020, respectively	(789)		—
Total Ventas stockholders’ equity	9,970,155		10,180,167
Noncontrolling interests	101,465		98,024
Total equity	10,071,620		10,278,191
Total liabilities and equity	$	23,552,263	$	23,929,404

See accompanying notes.

1

VENTAS, INC.

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	For the Three Months Ended March 31,
	2021		2020
	(In thousands, except per share amounts)
Revenues
Rental income:
Triple-net leased	$	159,885	$	194,862
Office	197,455		208,395
	357,340		403,257
Resident fees and services	528,650		576,770
Office building and other services revenue	4,950		3,128
Income from loans and investments	19,010		24,046
Interest and other income	341		4,853
Total revenues	910,291		1,012,054
Expenses
Interest	110,767		116,696
Depreciation and amortization	314,148		248,837
Property-level operating expenses:
Senior living	417,829		410,131
Office	63,946		64,506
Triple-net leased	4,825		6,331
	486,600		480,968
Office building services costs	618		727
General, administrative and professional fees	40,309		40,460
Loss on extinguishment of debt, net	27,090		—
Merger-related expenses and deal costs	4,617		8,218
Allowance on loans receivable and investments	(8,902)		—
Other	(9,428)		5,783
Total expenses	965,819		901,689
(Loss) income before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests	(55,528)		110,365
Loss from unconsolidated entities	(250)		(10,876)
Gain on real estate dispositions	2,533		226,225
Income tax (expense) benefit	(2,153)		149,016
(Loss) income from continuing operations	(55,398)		474,730
Net (loss) income	(55,398)		474,730
Net income attributable to noncontrolling interests	1,811		1,613
Net (loss) income attributable to common stockholders	$	(57,209)	$	473,117
Earnings per common share
Basic:
(Loss) income from continuing operations	$	(0.15)	$	1.27
Net (loss) income attributable to common stockholders	(0.15)		1.27
Diluted:
(Loss) income from continuing operations	$	(0.15)	$	1.26
Net (loss) income attributable to common stockholders	(0.15)		1.26

See accompanying notes.

2

VENTAS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	For the Three Months Ended March 31,
	2021		2020
	(In thousands)
Net (loss) income	$	(55,398)	$	474,730
Other comprehensive income (loss):
Foreign currency translation	(16)		(8,540)
Unrealized loss on available for sale securities	(4,617)		(51,699)
Derivative instruments	9,406		(18,587)
Total other comprehensive income (loss)	4,773		(78,826)
Comprehensive (loss) income	(50,625)		395,904
Comprehensive income (loss) attributable to noncontrolling interests	4,726		(8,369)
Comprehensive (loss) income attributable to common stockholders	$	(55,351)	$	404,273

See accompanying notes.

3

VENTAS, INC.

CONSOLIDATED STATEMENTS OF EQUITY

For the Three Months Ended March 31, 2021 and 2020

(Unaudited)

2019	Common Stock Par Value		Capital in Excess of Par Value		Accumulated Other Comprehensive Loss		Retained Earnings (Deficit)		Treasury Stock		Total Ventas Stockholders’ Equity		Noncontrolling Interests		Total Equity
2019	(In thousands, except per share amounts)
Balance at January 1, 2021	$	93,635	$	14,171,262	$	(54,354)	$	(4,030,376)	$	—	$	10,180,167	$	98,024	$	10,278,191
Net (loss) income	—		—		—		(57,209)		—		(57,209)		1,811		(55,398)
Other comprehensive income (loss)	—		—		1,857		—		—		1,857		2,916		4,773
Net change in noncontrolling interests	—		3,435		—		—		—		3,435		(1,286)		2,149
Dividends to common stockholders—$0.45 per share	—		47		—		(169,416)		—		(169,369)		—		(169,369)
Issuance of common stock for stock plans, restricted stock grants and other	115		24,882		—		—		(789)		24,208		—		24,208
Adjust redeemable OP unitholder interests to current fair value	—		(12,918)		—		—		—		(12,918)		—		(12,918)
Redemption of OP Units	—		(16)		—		—		—		(16)		—		(16)
Balance at March 31, 2021	$	93,750	$	14,186,692	$	(52,497)	$	(4,257,001)	$	(789)	$	9,970,155	$	101,465	$	10,071,620
Balance at January 1, 2020	$	93,185	$	14,056,453	$	(34,564)	$	(3,669,050)	$	(132)	$	10,445,892	$	99,560	$	10,545,452
Net income	—		—		—		473,117		—		473,117		1,613		474,730
Other comprehensive loss	—		—		(68,844)		—		—		(68,844)		(9,982)		(78,826)
Net change in noncontrolling interests	—		761		—		—		—		761		(7,736)		(6,975)
Dividends to common stockholders—$0.7925 per share	—		—		—		(296,482)		—		(296,482)		—		(296,482)
Issuance of common stock for stock plans, restricted stock grants and other	71		10,894		—		719		(735)		10,949		—		10,949
Adjust redeemable OP unitholder     interests to current fair value	—		67,811		—		—		—		67,811		—		67,811
Redemption of OP Units	—		(262)		—		—		—		(262)		—		(262)
Balance at March 31, 2020	$	93,256	$	14,135,657	$	(103,408)	$	(3,491,696)	$	(867)	$	10,632,942	$	83,455	$	10,716,397

See accompanying notes.

4

VENTAS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Three Months Ended March 31,
	2021		2020
	(In thousands)
Cash flows from operating activities:
Net (loss) income	$	(55,398)	$	474,730
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization	314,148		248,837
Amortization of deferred revenue and lease intangibles, net	(14,766)		(2,973)
Other non-cash amortization	5,272		3,851
Allowance on loans receivable and investments	(8,902)		—
Stock-based compensation	16,072		10,514
Straight-lining of rental income	(3,863)		(6,788)
Loss on extinguishment of debt, net	27,090		—
Gain on real estate dispositions	(2,533)		(226,225)
Gain on real estate loan investments	(74)		(167)
Income tax expense (benefit)	503		(150,273)
Loss from unconsolidated entities	250		10,876
Distributions from unconsolidated entities	3,897		1,600
Other	(14,379)		3,805
Changes in operating assets and liabilities:
Increase in other assets	(5,100)		(13,768)
Decrease in accrued interest	(20,234)		(23,032)
Decrease in accounts payable and other liabilities	(4,390)		(16,535)
Net cash provided by operating activities	237,593		314,452
Cash flows from investing activities:
Net investment in real estate property	(210)		(79,539)
Investment in loans receivable	(186)		(1,051)
Proceeds from real estate disposals	8,083		625,439
Proceeds from loans receivable	16,419		99,117
Development project expenditures	(58,598)		(94,229)
Capital expenditures	(29,674)		(26,789)
Investment in unconsolidated entities	(38,452)		(5,809)
Insurance proceeds for property damage claims	6		42
Net cash (used in) provided by investing activities	(102,612)		517,181
Cash flows from financing activities:
Net change in borrowings under revolving credit facilities	5,144		2,762,153
Net change in borrowings under commercial paper program	214,978		(565,524)
Proceeds from debt	31,157		82,759
Repayment of debt	(445,050)		(62,973)
Payment of deferred financing costs	(17,343)		(1,963)
Issuance of common stock, net	11,075		—
Cash distribution to common stockholders	(168,763)		(296,304)
Cash distribution to redeemable OP unitholders	(1,842)		(2,325)
Cash issued for redemption of OP Units	(25)		(570)
Contributions from noncontrolling interests	5		155
Distributions to noncontrolling interests	(2,653)		(2,543)
Proceeds from stock option exercises	2,106		3,389
Other	(5,856)		(4,954)
Net cash (used in) provided by financing activities	(377,067)		1,911,300
Net (decrease) increase in cash, cash equivalents and restricted cash	(242,086)		2,742,933
Effect of foreign currency translation	658		(2,776)
Cash, cash equivalents and restricted cash at beginning of period	451,640		146,102
Cash, cash equivalents and restricted cash at end of period	$	210,212	$	2,886,259

See accompanying notes.

5

VENTAS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Unaudited)

	For the Three Months Ended March 31,
	2021		2020
	(In thousands)
Supplemental schedule of non-cash activities:
Assets acquired and liabilities assumed from acquisitions and other:
Real estate investments	$	468	$	533
Other assets	—		56
Other liabilities	—		398
Noncontrolling interests	468		191

See accompanying notes.

6

VENTAS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1—DESCRIPTION OF BUSINESS

Ventas, Inc. (together with its consolidated subsidiaries, unless otherwise indicated or except where the context otherwise requires, “we,” “us” or “our”), an S&P 500 company, is a real estate investment trust (“REIT”) operating at the intersection of healthcare and real estate. We hold a highly diversified portfolio of senior housing, life science, research and innovation and healthcare properties located throughout the United States, Canada and the United Kingdom. As of March 31, 2021, we owned or had investments in approximately 1,200 properties (including properties classified as held for sale), consisting of senior housing communities, medical office buildings (“MOBs”), life science, research and innovation centers, inpatient rehabilitation facilities (“IRFs”) and long-term acute care facilities (“LTACs”) and health systems, which we generally refer to as “healthcare real estate.” Our company was originally founded in 1983 and is headquartered in Chicago, Illinois with an additional corporate office in Louisville, Kentucky.

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 “Note 2 – Accounting Policies” and “Note 15 – Segment Information.” Our senior housing properties 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, 2021, we leased a total of 358 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, 12 properties and 32 properties, respectively, as of March 31, 2021.

As of March 31, 2021, pursuant to long-term management agreements, we engaged independent managers, such as Atria Senior Living, Inc. (“Atria”) and Sunrise Senior Living, LLC (together with its subsidiaries, “Sunrise”), to manage 448 senior housing communities in our senior living operations segment for us.

Through our Lillibridge Healthcare Services, Inc. subsidiary and our ownership interest in PMB Real Estate Services LLC, 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.

During fiscal 2020 and continuing into fiscal 2021, our business has been, and is expected to continue to be, negatively impacted by the COVID-19 pandemic and actions taken to prevent its spread.

We have not identified the COVID-19 pandemic, on its own, as a “triggering event” for purposes of evaluating impairment of real estate assets, goodwill and other intangibles, investments in unconsolidated entities and financial instruments. However, as of March 31, 2021, we considered the effect of the pandemic on certain of our assets (described below) and our ability to recover the respective carrying values of these assets. We applied our considerations to existing critical accounting policies that require us to make estimates and assumptions regarding future events that affect the reported amounts of assets and liabilities. We based our estimates on our experience and on assumptions we believe to be reasonable under the circumstances. For the quarter ended March 31, 2021 we recognized no COVID-19 related charges in our Consolidated Statements of Income.

The trajectory and future impact of the COVID-19 pandemic remain highly uncertain, although emerging positive SHOP trends in the United States, if sustained, would improve performance over time. The extent of the pandemic’s continuing and ultimate effect on our operational and financial performance will depend on a variety of factors, including the speed at which available vaccines can be successfully deployed; the rate of acceptance of available vaccines, particularly among the residents and staff in our senior housing communities; 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 ongoing government financial support to our business, tenants and operators and the slope and pace of recovery of our senior housing business and the U.S. economy more generally. Due to these uncertainties, we are not able at this time to estimate the continuing impact of the COVID-19 pandemic on our business, results of operations, financial condition and cash flows.

7

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

(Unaudited)

NOTE 2—ACCOUNTING POLICIES

The accompanying Consolidated Financial Statements 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 Securities and Exchange Commission (“SEC”) instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of results for the interim period have been included. Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. The accompanying Consolidated Financial Statements and related notes should be read in conjunction with the audited Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 Annual Report”). Certain prior period amounts have been reclassified to conform to the current period presentation.

Principles of Consolidation

The accompanying Consolidated Financial Statements include our accounts and the accounts of our wholly owned subsidiaries and the joint venture entities over which we exercise control. All intercompany transactions and balances have been eliminated in consolidation, and our net earnings are reduced by the portion of net earnings attributable to noncontrolling interests.

GAAP requires us to identify entities for which control is achieved through means other than voting rights and to determine which business enterprise is the primary beneficiary of variable interest entities (“VIEs”). A VIE is broadly defined as an entity with one or more of the following characteristics: (a) the total equity investment at risk is insufficient to finance the entity’s activities without additional subordinated financial support; (b) as a group, the holders of the equity investment at risk lack (i) the ability to make decisions about the entity’s activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; and (c) the equity investors have voting rights that are not proportional to their economic interests, and substantially all of the entity’s activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. We consolidate our investment in a VIE when we determine that we are its primary beneficiary. We may change our original assessment of a VIE upon subsequent events such as the modification of contractual arrangements that affects the characteristics or adequacy of the entity’s equity investments at risk and the disposition of all or a portion of an interest held by the primary beneficiary.

We identify the primary beneficiary of a VIE as the enterprise that has both: (i) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance; and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the entity. We perform this analysis on an ongoing basis.

As it relates to investments in joint ventures, GAAP may preclude consolidation by the sole general partner in certain circumstances based on the type of rights held by the limited partner or partners. We assess limited partners’ rights and their impact on our consolidation conclusions, and we reassess if there is a change to the terms or in the exercisability of the rights of the limited partners, the sole general partner increases or decreases its ownership of limited partnership (“LP”) interests or there is an increase or decrease in the number of outstanding LP interests. We also apply this guidance to managing member interests in limited liability companies (“LLCs”).

We consolidate several VIEs that share the following common characteristics:

•the VIE is in the legal form of an LP or LLC;

•the VIE was designed to own and manage its underlying real estate investments;

•we are the general partner or managing member of the VIE;

•we own a majority of the voting interests in the VIE;

•a minority of voting interests in the VIE are owned by external third parties, unrelated to us;

•the minority owners do not have substantive kick-out or participating rights in the VIE; and

•we are the primary beneficiary of the VIE.

We have separately identified certain special purpose entities that were established to allow investments in life science, research and innovation projects by tax credit investors (“TCIs”). We have determined that these special purpose entities are VIEs, we are a holder of variable interests and we are the primary beneficiary of the VIEs, and therefore we consolidate these special purpose entities. Our primary beneficiary determination is based upon several factors, including but not limited to the

8

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

(Unaudited)

rights we have in directing the activities which most significantly impact the VIEs’ economic performance as well as certain guarantees which protect the TCIs from losses should a tax credit recapture event occur.

In general, the assets of consolidated VIEs are available only for the settlement of the obligations of the respective entities. Unless otherwise required by the LP or LLC agreement, any mortgage loans of the consolidated VIEs are non-recourse to us. The table below summarizes the total assets and liabilities of our consolidated VIEs as reported on our Consolidated Balance Sheets.

	March 31, 2021				December 31, 2020
	Total Assets		Total Liabilities		Total Assets		Total Liabilities
	(In thousands)
NHP/PMB L.P.	$	646,077	$	239,711	$	649,128	$	238,168
Other identified VIEs	4,247,357		1,666,668		4,095,102		1,653,036
Tax credit VIEs	478,608		201,891		614,490		204,746

Investments in Unconsolidated Entities

We report investments in unconsolidated entities over whose operating and financial policies we have the ability to exercise significant influence under the equity method of accounting. We adjust our investment in unconsolidated entities for additional contributions made, distributions received as well as our share of the investee's earnings or losses which is included in our Consolidated Statements of Income.

We base the initial carrying value of investments in unconsolidated entities on the fair value of the assets at the time we acquired the joint venture interest. We estimate fair values for our equity method investments based on discounted cash flow models that include all estimated cash inflows and outflows over a specified holding period and, where applicable, any estimated debt premiums or discounts. The capitalization rates, discount rates and credit spreads we use in these models are based upon assumptions that we believe to be within a reasonable range of current market rates for the respective investments.

We generally amortize any difference between our cost basis and the basis reflected at the joint venture level, if any, over the lives of the related assets and liabilities and include that amortization in our share of income or loss from unconsolidated entities. For earnings of equity method investments with pro rata distribution allocations, net income or loss is allocated between the partners in the joint venture based on their respective stated ownership percentages. In other instances, net income or loss may be allocated between the partners in the joint venture based on the hypothetical liquidation at book value method (the “HLBV method”). Under the HLBV method, net income or loss is allocated between the partners based on the difference between each partner’s claim on the net assets of the joint venture at the end and beginning of the period, after taking into account contributions and distributions. Each partner’s share of the net assets of the joint venture is calculated as the amount that the partner would receive if the joint venture were to liquidate all of its assets at net book value and distribute the resulting cash to creditors and partners in accordance with their respective priorities. Under the HLBV method, in any given period, we could record more or less income than the joint venture has generated, than actual cash distributions we receive or than the amount we may receive in the event of an actual liquidation.

Redeemable OP Unitholder and Noncontrolling Interests

We own a majority interest in NHP/PMB L.P. (“NHP/PMB”), a limited partnership formed in 2008 to acquire properties from entities affiliated with Pacific Medical Buildings LLC (“PMB”). Given our wholly owned subsidiary is the general partner and the primary beneficiary of NHP/PMB, we consolidate it as a VIE. As of March 31, 2021, third party investors owned 3.3 million Class A limited partnership units in NHP/PMB (“OP Units”), which represented 31% of the total units then outstanding, and we owned 7.3 million Class B limited partnership units in NHP/PMB, representing the remaining 69%. The OP Units may be redeemed at any time at the election of the holder for cash or, at our option, 0.9051 shares of our common stock per OP Unit, subject to further adjustment in certain circumstances. We are party by assumption to a registration rights agreement with the holders of the OP Units that requires us, subject to the terms and conditions and certain exceptions set forth therein, to file and maintain a registration statement relating to the issuance of shares of our common stock upon redemption of OP Units.

As redemption rights are outside of our control, the redeemable OP Units are classified outside of permanent equity on our Consolidated Balance Sheets. We reflect the redeemable OP Units at the greater of cost or redemption value. As of March 31, 2021 and December 31, 2020, the fair value of the redeemable OP Units was $157.6 million and $146.0 million,

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respectively. We recognize changes in fair value through capital in excess of par value, net of cash distributions paid and purchases by us of any OP Units. Our diluted earnings per share includes the effect of any potential shares outstanding from redemption of the OP Units.

Certain noncontrolling interests of other consolidated joint ventures were also classified as redeemable at March 31, 2021 and December 31, 2020. Accordingly, we record the carrying amount of these noncontrolling interests at the greater of their initial carrying amount (increased or decreased for the noncontrolling interests’ share of net income or loss and distributions) or the redemption value, which is primarily based on the fair value of the underlying real estate asset. Our joint venture partners have certain redemption rights with respect to their noncontrolling interests in these joint ventures that are outside of our control, and the redeemable noncontrolling interests are classified outside of permanent equity on our Consolidated Balance Sheets. We recognize changes in the carrying value of redeemable noncontrolling interests through capital in excess of par value.

Noncontrolling Interests

Excluding the redeemable noncontrolling interests described above, we present the portion of any equity that we do not own in entities that we control (and thus consolidate) as noncontrolling interests and classify those interests as a component of consolidated equity, separate from total Ventas stockholders’ equity, on our Consolidated Balance Sheets. For consolidated joint ventures with pro rata distribution allocations, net income or loss, and comprehensive income, is allocated between the joint venture partners based on their respective stated ownership percentages. In other cases, net income or loss is allocated between the joint venture partners based on the HLBV method. We account for purchases or sales of equity interests that do not result in a change of control as equity transactions, through capital in excess of par value. We include net income attributable to the noncontrolling interests in net income in our Consolidated Statements of Income and we include the noncontrolling interests share of comprehensive income in our Consolidated Statements of Comprehensive Income.

Accounting for Historic and New Markets Tax Credits

For certain of our life science, research and innovation centers, we are party to contractual arrangements with TCIs that were established to enable the TCIs to receive benefits of historic tax credits (“HTCs”), new markets tax credits (“NMTCs”) or both. As of March 31, 2021, we owned six properties that had syndicated HTCs or NMTCs, or both, to TCIs.

In general, TCIs invest cash into special purpose entities that invest in entities that own the subject property and generate the tax credits. The TCIs receive substantially all of the tax credits and hold only a nominal interest in the economic risk and benefits of the special purpose entities.

HTCs are delivered to the TCIs upon substantial completion of the project. NMTCs are allowed for up to 39% of a qualified investment and are delivered to the TCIs after the investment has been funded and spent on a qualified business. HTCs are subject to 20% recapture per year beginning one year after the completion of the historic rehabilitation of the subject property. NMTCs are subject to 100% recapture until the end of the seventh year following the qualifying investment. We have provided the TCIs with certain guarantees which protect the TCIs from losses should a tax credit recapture event occur. The contractual arrangements with the TCIs include a put/call provision whereby we may be obligated or entitled to repurchase the interest of the TCIs in the special purpose entities at the end of the tax credit recapture period. We anticipate that either the TCIs will exercise their put rights or we will exercise our call rights prior to the applicable tax credit recapture periods.

The portion of the TCI’s investment that is attributed to the put is recorded at fair value at inception in accounts payable and other liabilities on our Consolidated Balance Sheets, and is accreted to the expected put price as interest expense in our Consolidated Statements of Income over the recapture period. The remaining balance of the TCI’s investment is initially recorded in accounts payable and other liabilities on our Consolidated Balance Sheets and will be relieved upon delivery of the tax credit to the TCI, as a reduction in the carrying value of the subject property, net of allocated expenses. Direct and incremental costs incurred in structuring the transaction are deferred and will be recognized as an increase in the cost basis of the subject property upon the recognition of the related tax credit as discussed above.

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Fair Values of Financial Instruments

Fair value is a market-based measurement, not an entity-specific measurement, and we determine fair value based on the assumptions that we expect market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, GAAP establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within levels one and two of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within level three of the hierarchy).

Level one inputs utilize unadjusted quoted prices for identical assets or liabilities in active markets that we have the ability to access. Level two inputs are inputs other than quoted prices included in level one that are directly or indirectly observable for the asset or liability. Level two inputs may include quoted prices for similar assets and liabilities in active markets and other inputs for the asset or liability that are observable at commonly quoted intervals, such as interest rates, foreign exchange rates and yield curves. Level three inputs are unobservable inputs for the asset or liability, which typically are based on our own assumptions, because there is little, if any, related market activity. If the determination of the fair value measurement is based on inputs from different levels of the hierarchy, the level within which the entire fair value measurement falls is the lowest level input that is significant to the fair value measurement in its entirety. If the volume and level of market activity for an asset or liability has decreased significantly relative to the normal market activity for such asset or liability (or similar assets or liabilities), then transactions or quoted prices may not accurately reflect fair value. In addition, if there is evidence that a transaction for an asset or liability is not orderly, little, if any, weight is placed on that transaction price as an indicator of fair value. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

We use the following methods and assumptions in estimating the fair value of our financial instruments whose fair value is determined on a recurring basis.

•Cash and cash equivalents - The carrying amount of unrestricted cash and cash equivalents reported on our Consolidated Balance Sheets approximates fair value due to the short maturity of these instruments.

•Escrow deposits and restricted cash - The carrying amount of escrow deposits and restricted cash reported on our Consolidated Balance Sheets approximates fair value due to the short maturity of these instruments.

•Loans receivable - We estimate the fair value of loans receivable using level two and level three inputs, including underlying asset performance and credit quality. We discount future cash flows using current interest rates at which similar loans with the same terms and length to maturity would be made to borrowers with similar credit ratings.

•Available for sale securities - We estimate the fair value of marketable debt securities using level two inputs. We observe quoted prices for similar assets or liabilities in active markets that we have the ability to access. We estimate the fair value of certain government-sponsored pooled loan investments using level three inputs. We consider credit spreads, underlying asset performance and credit quality, and default rates.

•Derivative instruments - With the assistance of a third party, we estimate the fair value of derivative instruments, including interest rate caps, interest rate swaps, and foreign currency forward contracts, using level two inputs.

◦Interest rate caps - We observe forward yield curves and other relevant information.

◦Interest rate swaps - We observe alternative financing rates derived from market-based financing rates, forward yield curves and discount rates.

◦Foreign currency forward contracts - We estimate the future values of the two currency tranches using forward exchange rates that are based on traded forward points and calculate a present value of the net amount using a discount factor based on observable traded interest rates.

•Stock warrants - We estimate the fair value of stock warrants using level two inputs that are obtained from public sources. Inputs include equity spot price, dividend yield, volatility and risk-free rate.

•Senior notes payable and other debt - We estimate the fair value of senior notes payable and other debt using level two inputs. We discount the future cash flows using current interest rates at which we could obtain similar

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borrowings. For mortgage debt, we may estimate fair value using level three inputs, similar to those used in determining fair value of loans receivable (above).

•Redeemable OP unitholder interests - We estimate the fair value of our redeemable OP unitholder interests using level one inputs. We base fair value on the closing price of our common stock, as OP Units may be redeemed at the election of the holder for cash or, at our option, shares of our common stock, subject to adjustment in certain circumstances.

Impairment of Long-Lived and Intangible Assets

We periodically evaluate our long-lived assets, primarily consisting of investments in real estate, for impairment indicators. If indicators of impairment are present, we evaluate the carrying value of the related real estate investments in relation to the future undiscounted cash flows of the underlying operations. In performing this evaluation, we consider market conditions and our current intentions with respect to holding or disposing of the asset. We adjust the net book value of leased properties and other long-lived assets to fair value if the sum of the expected future undiscounted cash flows, including sales proceeds, is less than book value. We recognize an impairment loss at the time we make any such determination.

If impairment indicators arise with respect to intangible assets with finite useful lives, we evaluate impairment by comparing the carrying amount of the asset to the estimated future undiscounted net cash flows expected to be generated by the asset. If estimated future undiscounted net cash flows are less than the carrying amount of the asset, then we estimate the fair value of the asset and compare the estimated fair value to the intangible asset’s carrying value. We recognize any shortfall from carrying value as an impairment loss in the current period.

We evaluate our investments in unconsolidated entities for impairment at least annually, and whenever events or changes in circumstances indicate that the carrying value of our investment may exceed its fair value. If we determine that a decline in the fair value of our investment in an unconsolidated entity is other-than-temporary, and if such reduced fair value is below the carrying value, we record an impairment.

We test goodwill for impairment at least annually, and more frequently if indicators arise. We first assess qualitative factors, such as current macroeconomic conditions, state of the equity and capital markets and our overall financial and operating performance, to determine the likelihood that the fair value of a reporting unit is less than its carrying amount. If we determine it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we proceed with estimating the fair value of the reporting unit. A goodwill impairment, if any, will be recognized in the period it is determined and is now measured as the amount by which a reporting unit’s carrying value exceeds its fair value.

Estimates of fair value used in our evaluation of goodwill (if necessary based on our qualitative assessment), investments in real estate, investments in unconsolidated entities and intangible assets are based upon discounted future cash flow projections or other acceptable valuation techniques that are based, in turn, upon all available evidence including level three inputs, such as revenue and expense growth rates, estimates of future cash flows, capitalization rates, discount rates, general economic conditions and trends, or other available market data such as replacement cost or comparable sales. Our ability to accurately predict future operating results and cash flows and to estimate and determine fair values impacts the timing and recognition of impairments. While we believe our assumptions are reasonable, changes in these assumptions may have a material impact on our financial results.

Revenue Recognition

Triple-Net Leased Properties and Office Operations

Certain of our triple-net leases and most of our MOB and life science, research and innovation centers (collectively, “office operations”) leases provide for periodic and determinable increases in base rent. We recognize base rental revenues under these leases on a straight-line basis over the applicable lease term when collectability of substantially all rents is probable. Recognizing rental income on a straight-line basis generally results in recognized revenues during the first half of a lease term exceeding the cash amounts contractually due from our tenants, creating a straight-line rent receivable that is included in other assets on our Consolidated Balance Sheets. At March 31, 2021 and December 31, 2020, this cumulative excess totaled $173.2 million and $169.7 million, respectively (excluding properties classified as held for sale).

Certain of our leases provide for periodic increases in base rent only if certain revenue parameters or other substantive contingencies are met. We recognize the increased rental revenue under these leases as the related parameters or contingencies are met, rather than on a straight-line basis over the applicable lease term.

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We assess the probability of collecting substantially all rents under our leases based on several factors, including, among other things, payment history, the financial strength of the tenant and any guarantors, the historical operations and operating trends of the property, the historical payment pattern of the tenant, the type of property, the value of the underlying collateral, if any, expected future performance of the property and current economic conditions. If our evaluation of these factors indicates it is not probable that we will be able to collect substantially all rents under the lease, we record a charge to rental income. If we change our conclusions regarding the probability of collecting rent payments required by a lease, we may recognize adjustments to rental income in the period we make such change in our conclusions.

Senior Living Operations

Our resident agreements are accounted for as leases and we recognize resident fees and services, other than move-in fees, monthly as services are provided. We recognize move-in fees on a straight-line basis over the average resident stay.

Other

We recognize interest income from loans and investments, including discounts and premiums, using the effective interest method when collectability is reasonably assured. We apply the effective interest method on a loan-by-loan basis and recognize discounts and premiums as yield adjustments over the related loan term. We evaluate collectability of accrued interest receivables separate from the amortized cost basis of our loans. As such, we recognize interest income on an impaired loan to the extent we believe accrued contractual interest payments are collectable. Otherwise interest income is recognized on a cash basis.

We evaluate a current estimate of all expected credit losses over the life of a financial instrument, which may result in recognition of credit losses on loans and other financial instruments before an actual event of default. We will establish reserves for any estimated credit losses with a corresponding charge to allowance on loans receivable and investments in our Consolidated Statements of Income. Subsequent changes in our estimate of credit losses may result in a corresponding increase or decrease to allowance on loans receivable and investments in our Consolidated Statements of Income.

Accounting for Leased Property

We lease real property, primarily land and corporate office space, and equipment, primarily vehicles at our senior housing communities. At lease inception, we establish an operating lease asset and operating lease liability calculated as the present value of future minimum lease payments. As our leases do not provide an implicit rate, we use a discount rate that approximates our incremental borrowing rate available at lease commencement to determine the present value. Our lease expense primarily consists of ground and corporate office leases. Ground lease expense is included in interest expense and corporate office lease expense is included in general, administrative and professional fees in the Company's Consolidated Statements of Income.

NOTE 3—CONCENTRATION OF CREDIT RISK

As of March 31, 2021, Atria, Sunrise, Brookdale Senior Living, Ardent and Kindred managed or operated approximately 21.0%, 10.6%, 8.3%, 5.0% and 1.1%, respectively, of our consolidated real estate investments based on gross book value (excluding properties classified as held for sale as of March 31, 2021). Because Atria and Sunrise manage our properties in exchange for the receipt of a management fee from us, we are not directly exposed to the credit risk of our managers in the same manner or to the same extent as our triple-net tenants.

Based on gross book value, approximately 15.4% and 49.2% of our consolidated real estate investments were senior housing communities included in the triple-net leased properties and senior living operations reportable business segments, respectively (excluding properties classified as held for sale as of March 31, 2021). MOBs, life science, research and innovation centers, IRFs and LTACs, health systems, skilled nursing facilities (“SNFs”) and secured loans receivable and investments collectively comprised the remaining 35.4%. Our consolidated properties were located in 45 states, the District of Columbia, seven Canadian provinces and the United Kingdom as of March 31, 2021, with properties in one state (California) accounting for more than 10% of our total consolidated revenues and net operating income (“ NOI,” which is defined as total revenues, excluding interest and other income, less property-level operating expenses and office building services costs) for the three months then ended.

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Triple-Net Leased Properties

The properties we lease to Brookdale Senior Living, Ardent and Kindred account for a significant portion of our triple-net leased properties segment revenues and NOI and the following table reflects the concentration risk related to our triple-net leased properties for the periods presented:

	For the Three Months Ended March 31,
	2021		2020
Revenues(1):
Brookdale Senior Living	4.1	%	4.6	%
Ardent	3.5		3.0
Kindred	3.6		3.2
NOI:
Brookdale Senior Living	8.8	%	8.8	%
Ardent	7.5		5.8
Kindred	7.8		6.2

(1)Total revenues include office building and other services revenue, income from loans and investments and interest and other income.

Each of our leases with Brookdale Senior Living, Ardent and Kindred is a triple-net lease that obligates the tenant to pay all property-related expenses, including maintenance, utilities, repairs, taxes, insurance and capital expenditures, and to comply with the terms of the mortgage financing documents, if any, affecting the properties. In addition, each of our Brookdale Senior Living, Ardent and Kindred leases has a corporate guaranty.

Senior Living Operations

As of March 31, 2021, Atria and Sunrise, collectively, provided comprehensive property management and accounting services with respect to 258 of our 439 consolidated senior housing communities, for which we pay annual management fees pursuant to long-term management agreements.

We rely on our managers’ personnel, expertise, technical resources and information systems, proprietary information, good faith and judgment to manage our senior living operations efficiently and effectively. We also rely on our managers to set appropriate resident fees, provide accurate property-level financial results in a timely manner and otherwise operate our senior housing communities in compliance with the terms of our management agreements and all applicable laws and regulations.

NOTE 4—DISPOSITIONS AND IMPAIRMENTS

2021 Activity

During the three months ended March 31, 2021, we sold two MOBs and one triple-net leased property for aggregate consideration of $8.1 million and recognized a gain on the sale of these assets of $2.5 million.

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Assets Held for Sale

The table below summarizes our real estate assets classified as held for sale, including the amounts reported on our Consolidated Balance Sheets, which may include anticipated post-closing settlements of working capital for disposed properties.

	As of March 31, 2021					As of December 31, 2020
	Number of Properties Held for Sale	Assets Held for Sale		Liabilities Related to Assets Held for Sale		Number of Properties Held for Sale	Assets Held for Sale		Liabilities Related to Assets Held for Sale
	(Dollars in thousands)
Triple-Net Leased Properties	—	$	—	$	—	1	$	4,960	$	2,690
Office Operations(1)	13	55,416		3,352		—	15		101
Senior Living Operations	1	4,444		501		1	4,633		455
Total	14	$	59,860	$	3,853	2	$	9,608	$	3,246

(1)2020 balances relate to anticipated post-closing settlements of working capital.

Real Estate Impairment

We recognized impairments of $78.5 million and $12.2 million, respectively, for the three months ended March 31, 2021 and 2020, which are primarily recorded in depreciation and amortization in our Consolidated Statements of Income. Our recorded impairments were primarily the result of a change in our intent to hold the impaired assets. In most cases, we recognize an impairment in the periods in which our change in intent is made.

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NOTE 5—LOANS RECEIVABLE AND INVESTMENTS

As of March 31, 2021 and December 31, 2020, we had $889.6 million and $900.2 million, respectively, of net loans receivable and investments relating to senior housing and healthcare operators or properties. The following is a summary of our loans receivable and investments, net, including amortized cost, fair value and unrealized gains or losses on available for sale investments:    

	Amortized Cost		Allowance		Unrealized Gain		Carrying Amount		Fair Value
	(In thousands)
As of March 31, 2021:
Secured/mortgage loans and other, net	$	555,410	$	—	$	—	$	555,410	$	533,580
Government-sponsored pooled loan investments, net (1)	55,948		—		3,679		59,627		59,627
Total investments reported as secured loans receivable and investments, net	611,358		—		3,679		615,037		593,207
Non-mortgage loans receivable, net	63,059		(5,796)		—		57,263		57,452
Marketable debt securities (2)	197,982		—		19,342		217,324		217,324
Total loans receivable and investments, net	$	872,399	$	(5,796)	$	23,021	$	889,624	$	867,983
As of December 31, 2020:
Secured/mortgage loans and other, net	$	555,840	$	—	$	—	$	555,840	$	508,707
Government-sponsored pooled loan investments, net (1)	55,154		(8,846)		3,419		49,727		49,727
Total investments reported as secured loans receivable and investments, net	610,994		(8,846)		3,419		605,567		558,434
Non-mortgage loans receivable, net	74,700		(17,623)		—		57,077		57,009
Marketable debt securities (3)	213,334		—		24,219		237,553		237,553
Total loans receivable and investments, net	$	899,028	$	(26,469)	$	27,638	$	900,197	$	852,996

(1)Investment in government-sponsored pool loans has a contractual maturity date in 2021 and 2023.

(2)Investment in marketable debt securities has a contractual maturity date in 2026.

(3)Investment in marketable debt securities has a contractual maturity date in 2024 and 2026.

2021 Activity

During the three months ended March 31, 2021, we received aggregate proceeds of $16.5 million for the redemption and sale of marketable debt securities, resulting in total gains of $1.0 million. As of December 31, 2020, $1.2 million of unrealized gain was presented within accumulated other comprehensive income related to these securities. These securities had a weighted average interest rate of 8.3% and were due to mature between 2024 and 2026.

In March 2021, $11.9 million of previously reserved non-mortgage loans were forgiven. We derecognized both the amortized cost bases and allowances for these loans during the quarter ended March 31, 2021.

During the three months ended March 31, 2021, we reversed an $8.8 million allowance on certain government-sponsored pooled loan investments with a corresponding adjustment to allowance on loans receivable and investments in our Consolidated Statements of Income. In April 2021, we received $19.2 million in full repayment of this previously reserved investment.

NOTE 6—INVESTMENTS IN UNCONSOLIDATED ENTITIES

We report investments in unconsolidated entities over whose operating and financial policies we have the ability to exercise significant influence under the equity method of accounting. We are not required to consolidate these entities because our joint venture partners have significant participating rights, nor are these entities considered VIEs, as they are controlled by equity holders with sufficient capital. We invest in both real estate entities and operating entities which are described further below.

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Investments in Unconsolidated Real Estate Entities

Through our Ventas Investment Management Platform, which consolidates our extensive third-party capital ventures under a single brand and umbrella, we partner with third-party institutional investors to invest with us in healthcare real estate through various joint ventures and other co-investment vehicles where we are the sponsor or general partner. Below is a summary of our investments in unconsolidated real estate entities as of March 31, 2021 and December 31, 2020, respectively:

	Ownership As of (1)		Carrying Amount As of
	March 31, 2021	December 31, 2020	March 31, 2021		December 31, 2020
			(In thousands)
Investment in unconsolidated real estate entities:
Ventas Life Science & Healthcare Real Estate Fund	21.1%	22.9%	$	278,063	$	279,983
Pension Fund Joint Venture	22.8%	22.8%	32,808		34,690
Research & Innovation Development Joint Venture	50.5%	50.3%	155,030		123,445
Ventas Investment Management Platform			465,901		438,118
All other(2)	34.0%-50.0%	34.0%-50.0%	5,342		5,570
Total investments in unconsolidated real estate entities			$	471,243	$	443,688
(1) The entities in which we have an ownership interest may have less than a 100% interest in the underlying real estate. The ownership percentages in the table reflect our interest in the underlying real estate. Joint venture members, including us in some instances, have equity participation rights based on the underlying performance of the investments which could result in non pro rata distributions.
(2) Includes investments in land parcels, parking structures and other de minimis investments in unconsolidated real estate entities.

In March 2021, the Ventas Life Science and Healthcare Real Estate Fund, L.P. (the “Ventas Fund”) acquired two Class-A life science properties in the Baltimore-DC life science cluster for $272 million, which increased assets under management of the Ventas Fund to $2.1 billion.

We provide various services to our unconsolidated real estate entities in exchange for fees and reimbursements. Total management fees earned in connection with these services were $2.7 million and $1.0 million for the three months ended March 31, 2021 and 2020, respectively, which is included in office building and other services revenue in our Consolidated Statements of Income.

Investments in Unconsolidated Operating Entities

We own investments in unconsolidated operating entities such as Ardent, Atria and Eclipse Senior Living, Inc. (“ESL”), which are included within other assets on our Consolidated Balance Sheets. Our 34% ownership interest in Atria entitles us to customary minority rights and protections, including the right to appoint two of six members to the Atria Board of Directors. Our 34% ownership interest in ESL entitles us to customary minority rights and protections, including the right to appoint two of six members to the ESL Board of Directors. ESL management owns the 66% controlling interest. Our 9.8% ownership interest in Ardent entitles us to customary minority rights and protections, as well as the right to appoint one of 11 members on the Ardent Board of Directors.

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NOTE 7—INTANGIBLES

The following is a summary of our intangibles:

	As of March 31, 2021			As of December 31, 2020
	Balance		Remaining Weighted Average Amortization Period in Years	Balance		Remaining Weighted Average Amortization Period in Years
	(Dollars in thousands)
Intangible assets:
Above market lease intangibles	$	138,469	6.3	$	140,096	6.4
In-place and other lease intangibles	1,073,794		10.8	1,090,790		10.7
Goodwill	1,051,780		N/A	1,051,650		N/A
Other intangibles	35,893		9.8	35,870		10.0
Accumulated amortization	(940,053)		N/A	(941,462)		N/A
Net intangible assets	$	1,359,883	10.4	$	1,376,944	10.3
Intangible liabilities:
Below market lease intangibles	$	337,902	14.2	$	339,265	14.3
Other lease intangibles	13,498		N/A	13,498		N/A
Accumulated amortization	(215,001)		N/A	(212,655)		N/A
Purchase option intangibles	3,568		N/A	3,568		N/A
Net intangible liabilities	$