Ventas, Inc.
For the period ended Jun 30, 2025. Filed Jul 31, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Jul 31, 2025
VTR$88.75-0.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-01.
0000740260-25-000155
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-07-31.
0000740260-25-000231
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 180 previous paragraphs and 237 current paragraphs.
98 unchanged; 72 reworded; 48 added; 10 removed; 0 previous and 19 current paragraphs rearranged.
Tables are not compared: 19 previous and 30 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (48)
Current report
•In June 2025, an existing tenant exercised a legally binding and non-cancellable option to purchase 12 OM&R properties in June 2026. This transaction is accounted for as a lease modification resulting in a sales-type lease receivable of $38.5 million and a $20.8 million gain on real estate disposition. In addition, interest income from the sales-type lease receivable will be recognized over the remaining lease term.
Current report
•In July 2025, we sold three properties in our OM&R segment for aggregate consideration of $9.4 million.
Current report
•In June 2025, Ventas Realty issued $500.0 million aggregate principal amount of 5.10% Senior Notes due 2032 in a registered public offering. The proceeds were primarily used for general corporate purposes, which included repayment of other indebtedness and expenses related to the offering.
Current report
•In June 2025, we amended the ATM Sales Agreement such that the aggregate gross sales price of common stock available for issuance under our at-the-market equity offering program (the “ATM Program”) immediately following the amendment was $2.25 billion.
Current report
•In May 2025, our stockholders and Board of Directors approved the increase of authorized common stock from 600 million shares to 1.2 billion shares.
Current report
•During the six months ended June 30, 2025, the Ventas Fund, an equity method investee, acquired one senior housing community and two outpatient medical buildings for an aggregate purchase price of $109.0 million.
Current report
•During the six months ended June 30, 2025, we transitioned 11 senior housing communities located in the United Kingdom within our NNN segment to our SHOP segment. Our SHOP operations in the UK are subject to a variety of UK laws and regulations, including laws and regulations related to quality of care, licensure, government reimbursement, fraud and abuse and data privacy.
Current report
New Legislation
Current report
On July 4, 2025, H.R. 1 (the “Bill”) was signed into law. The Bill includes several significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act of 2017, reforms to Medicaid, and other changes to the Internal Revenue Code (the “Code”) that affect us and our investors.
Current report
As a REIT, we are required to meet various (a) organizational requirements, (b) gross income tests, (c) asset tests, and (d) annual dividend requirements imposed under the Code. Provided that we qualify to be taxed as a REIT, generally we are entitled to a deduction for dividends that we pay and therefore are not subject to U.S. federal corporate income tax on our REIT taxable income that currently is distributed to our stockholders. This treatment substantially eliminates the “double taxation” at the corporate and stockholder levels that generally results from an investment in a C corporation. We have also elected for certain of our subsidiaries to be treated as taxable REIT subsidiaries (“TRS” or “TRS entities”), which are subject to federal, state and foreign income taxes.
Current report
Among other things, the Bill (i) permanently extended the 20% deduction for “qualified REIT dividends” for our stockholders who are individuals and non-corporate taxpayers under Section 199A of the Code, (ii) increased the percentage limit under the REIT asset test applicable to our TRSs from 20% to 25% for taxable years beginning after December 31, 2025, and (iii) increased the base on which the 30% interest deduction limit under Section 163(j) of the Code applies to us by excluding depreciation, amortization and depletion from the definition of “adjusted taxable income” (i.e. based on EBITDA rather than EBIT) for taxable years beginning after December 31, 2024.
Current report
The Bill also contains numerous provisions that may affect our managers’, tenants’ or borrowers’ operations, including but not limited to provisions that pertain to funding of government reimbursement programs, which in turn may affect our business, financial condition, or results of operations. See Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, for additional discussion of the risks and uncertainties we and our managers, tenants or borrowers may face.
Current report
The $0.2 million increase in our OM&R segment NOI for the three months ended June 30, 2025 compared to the same period in 2024 was primarily due to new leasing activity and high tenant retention, partially offset by higher property-level operating expenses and dispositions.
Current report
The following table compares results of operations for our 403 Same-Store OM&R properties (dollars in thousands):
Current report
Other expense
Current report
For the three months ended June 30, 2025, we sold 10 properties for a $13.2 million gain and entered into a sales-type lease which resulted in a gain of $20.8 million. For the three months ended June 30, 2024, we sold 32 properties for a gain of $49.7 million.
Current report
Income tax expense
Current report
The $3.9 million income tax expense for the three months ended June 30, 2025 is primarily due to certain of our TRS entities incurring tax expense as a result of interest expense in excess of certain deduction thresholds, partially offset by the reversal of valuation allowances recorded against the net deferred tax assets of certain of our TRS entities. The $7.8 million income tax expense for the three months ended June 30, 2024 was primarily due to the enactment of Bill C-59 in Canada, which limits the amount of interest expense we can deduct with respect to our Canadian entities. Bill C-59 became effective in June 2024 and was retrospectively applied to the period beginning October 1, 2023. The cumulative tax effect of such interest limitation was recognized in the three months ended June 30, 2024. The impact of the interest limitation was partially offset by the reversal of valuation allowances recorded against the net deferred tax assets of certain of our TRS entities and losses in certain of our TRS entities.
Current report
Six Months Ended June 30, 2025 and 2024
Current report
NOI—SHOP Segment
Current report
The increase in our SHOP segment NOI for the six months ended June 30, 2025 compared to the same period in 2024 was primarily driven by revenue growth due to increase in average occupancy, revenue per occupied room and more properties as a result of net acquisitions, partially offset by higher property-level operating expenses due to more assets, higher occupancy and inflationary increases.
Current report
NOI—OM&R Segment
Current report
The $0.7 million increase in our OM&R segment NOI for the six months ended June 30, 2025 compared to the same period in 2024 was primarily due to new leasing activity, high tenant retention and a development project placed in service, partially offset by higher property-level operating expenses and dispositions.
Current report
The following table compares results of operations for our 402 Same-Store OM&R properties (dollars in thousands):
Current report
NOI— NNN Segment
Current report
The $0.7 million decrease in our NNN segment NOI for the six months ended June 30, 2025 compared to the same period in 2024 was primarily driven by a $10.5 million decrease in rental income from senior housing communities that converted to our SHOP segment and a $5.9 million decrease from dispositions and lease expirations, partially offset by a $9.3 million increase from acquisitions, a $6.4 million net increase in contractual rent escalators and timing of rent collection.
Current report
NOI—Non-Segment
Current report
Corporate Results
Current report
Interest and other income
Current report
Interest expense
Current report
Depreciation and amortization
Current report
General, administrative and professional fees
Current report
Loss on extinguishment of debt, net for the six months ended June 30, 2025 was relatively consistent.
Current report
Transaction, transition and restructuring costs
Current report
The $3.0 million increase in Transaction, transition and restructuring costs for the six months ended June 30, 2025 compared to the same period in 2024 was primarily due to increased business model conversion costs.
Current report
Recovery of allowance on loans receivable and investments, net for the six months ended June 30, 2025 compared to the same period in 2024 was relatively consistent.
Current report
Shareholder relations matters
Current report
Other expense
Current report
Loss from unconsolidated entities
Current report
Gain on real estate dispositions
Showing the first 40 of 48 passages. Open the source sections for the rest.
Removed paragraphs (10)
Previous report
•In April 2025, the Ventas Fund acquired a 100% leased outpatient medical and surgical center located in San Francisco, California for $25.3 million.
Previous report
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Previous report
The following table compares results of operations for our 416 Same-Store OM&R properties (dollars in thousands):
Previous report
Other (expense) income
Previous report
Gain on real estate dispositions for the three months ended March 31, 2025 compared to the same period in 2024 was relatively consistent.
Previous report
Income tax benefit
Previous report
In April 2025, we entered into an amendment to our unsecured revolving credit facility that increased its borrowing capacity from $2.75 billion to $3.5 billion. Under the amendment, borrowings under the unsecured revolving credit facility are initially priced at SOFR plus 0.775% which is subject to adjustment based on the Company’s debt ratings. As amended, the unsecured revolving credit facility includes an accordion feature that permits us to increase our aggregate borrowing capacity thereunder to up to $4.5 billion, subject to the satisfaction of certain conditions, including the receipt of additional commitments for such increase.
Previous report
On April 29, 2025, we amended our outstanding term loans to implement certain technical and other amendments.
Previous report
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Previous report
Net cash used in financing activities increased $154.0 million during the three months ended March 31, 2025 compared to the same period in 2024 primarily due to the repayment of $1.05 billion aggregate principal amount of senior notes, partially offset by an increase in issuances of common stock and borrowings under our commercial paper program.
Reworded paragraphs (72)
Previous wording
Ventas, Inc. is a real estate investment trust (“REIT”) focused on delivering strong, sustainable shareholder returns by enabling exceptional environments that benefit a large and growing aging population. We hold a portfolio that includes senior housing communities, outpatient medical buildings, research centers, hospitals and healthcare facilities located in North America and the United Kingdom. As of March 31, 2025, we owned or had investments in 1,406 properties consisting of 1,372 properties in our reportable business segments (“Segment Properties”) and 34 properties held by unconsolidated real estate entities in our non-segment operations. Our Company is headquartered in Chicago, Illinois with additional corporate offices in Louisville, Kentucky and New York, New York.
Current wording
Ventas, Inc. is a real estate investment trust (“REIT”) focused on delivering strong, sustainable shareholder returns by enabling exceptional environments that benefit a large and growing aging population. We hold a portfolio that includes senior housing communities, outpatient medical buildings, research centers, hospitals and healthcare facilities located in North America and the United Kingdom. As of June 30, 2025, we owned or had investments in 1,395 properties consisting of 1,357 properties in our reportable business segments (“Segment Properties”) and 38 properties held by unconsolidated real estate entities in our non-segment operations. Our Company is headquartered in Chicago, Illinois with additional corporate offices in Louisville, Kentucky and New York, New York.
Previous wording
We operate through three reportable business segments: senior housing operating portfolio, which we refer to as “SHOP,” outpatient medical and research portfolio, which we refer to as “OM&R,” and triple-net leased properties, which we refer to as “NNN.” We also hold assets outside of our reportable business segments, which we refer to as non-segment assets, and which consist primarily of corporate assets, including cash and cash equivalents, restricted cash, loans receivable and investments and accounts receivable as well as investments in unconsolidated entities. Non-segment assets include other assets such as our warrants for shares of Brookdale Senior Living, Inc. (together with its subsidiaries, “Brookdale”) and of a parent company of Kindred Healthcare, LLC (together with its subsidiaries, “Kindred”). Our investments in unconsolidated entities include investments made through our third-party institutional private capital management platform, Ventas Investment Management (“VIM”). Through VIM, we partner with third-party institutional investors to invest in real estate through various joint ventures and other co-investment vehicles where we are the sponsor or general partner, including our open-ended investment vehicle, the Ventas Life Science & Healthcare Real Estate Fund (the “Ventas Fund”). Our investments in unconsolidated entities also includes investments in operating entities, such as Ardent Health Partners, LLC (together with its subsidiaries, “Ardent”) and Atria Senior Living, Inc. (together with its subsidiaries, “Atria”).
Current wording
We operate through three reportable business segments: senior housing operating portfolio, which we refer to as “SHOP,” outpatient medical and research portfolio, which we refer to as “OM&R,” and triple-net leased properties, which we refer to as “NNN.” We also hold assets outside of our reportable business segments, which we refer to as non-segment assets, and which consist primarily of corporate assets, including cash and cash equivalents, restricted cash, loans receivable and investments and accounts receivable as well as investments in unconsolidated entities. Our investments in unconsolidated entities include investments made through our third-party institutional private capital management platform, Ventas Investment Management (“VIM”). Through VIM, we partner with third-party institutional investors to invest in real estate through various joint ventures and other co-investment vehicles where we are the sponsor or general partner, including our open-ended investment vehicle, the Ventas Life Science & Healthcare Real Estate Fund (the “Ventas Fund”). Our investments in unconsolidated entities also includes investments in operating entities, such as Ardent Health Partners, LLC (together with its subsidiaries, “Ardent”) and Atria Senior Living, Inc. (together with its subsidiaries, “Atria”).
Previous wording
The following table summarizes information for our portfolio for the three months ended March 31, 2025 (dollars in thousands):
Current wording
The following table summarizes information for our portfolio for the six months ended June 30, 2025 (dollars in thousands):
Previous wording
(1)“NOI” is defined as total revenues, less interest and other income, property-level operating expenses and third-party capital management expenses. See “Non-GAAP Financial Measures” included elsewhere in this Quarterly Report on Form 10-Q for additional disclosure and a reconciliation of Net income (loss) attributable to common stockholders, as computed in accordance with U.S. generally accepted accounting principles (“GAAP”), to NOI.
Current wording
(1)“NOI” is defined as total revenues, less interest and other income, property-level operating expenses and third-party capital management expenses. See “Non-GAAP Financial Measures” included elsewhere in this Quarterly Report on Form 10-Q for additional disclosure and a reconciliation of Net income attributable to common stockholders, as computed in accordance with U.S. generally accepted accounting principles (“GAAP”), to NOI.
Previous wording
(2)NOI for non-segment includes management fees and promote revenues, net of expenses related to our third-party institutional private capital management platform, income from loans and investments and corporate-level expenses not directly attributable to any of ourthree reportable business segments.
Current wording
(2)NOI for non-segment includes management fees and promote revenues, net of expenses related to our third-party institutional private capital management platform, income from loans and investments and corporate-level expenses not directly attributable to any of our three reportable business segments.
Previous wording
•During the three months ended March 31, 2025, we acquired 17 senior housing communities reported within our SHOP segment for an aggregate purchase price of $770.0 million.
Current wording
•During the six months ended June 30, 2025, we acquired 23 senior housing communities reported within our SHOP segment for an aggregate purchase price of $961.5 million.
Previous wording
•During the three months ended March 31, 2025, we sold one senior housing community, in our SHOP segment for aggregate consideration of $3.3 million and recognized no gain on real estate disposition.
Current wording
•During the six months ended June 30, 2025, we sold one senior housing community in our SHOP segment and 10 properties in our NNN segment for aggregate consideration of $159.0 million and recognized $13.2 million gain on real estate disposition.
Previous wording
•In April 2025, we acquired three senior housing communities reported within our SHOP segment for an aggregate purchase price of $104.5 million.
Current wording
•In July 2025, we acquired five senior housing communities reported within our SHOP segment for an aggregate purchase price of $147.7 million.
Previous wording
•As of March 31, 2025, we had $2.9 billion in liquidity, including $2.75 billion availability under our unsecured revolving credit facility, $182.3 million of cash and cash equivalents on hand, $263.1 million of unsettled equity forward sales agreements, partially offset by $243.0 million in borrowings outstanding under our commercial paper program.
Current wording
•As of June 30, 2025, we had $4.7 billion in liquidity, including approximately $3.5 billion of availability under our unsecured revolving credit facility, $614.2 million of cash and cash equivalents on hand, and $633.0 million of net proceeds available from unsettled equity forward sales agreements, partially offset by $17.6 million in amounts outstanding under our uncommitted line for standby letters of credit.
Previous wording
•In January and February 2025, we repaid $450.0 million and $600.0 million aggregate principal amount of 2.65% Senior Notes due 2025 and aggregate principal amount of 3.50% Senior Notes due 2025, respectively, at maturity and using cash on hand and borrowings through our commercial paper program.
Current wording
•In January and February 2025, we repaid $450.0 million and $600.0 million aggregate principal amount of 2.65% Senior Notes due 2025 and 3.50% Senior Notes due 2025, respectively, at maturity.
Previous wording
•For the three months ended March 31, 2025 and in April 2025, we entered into an aggregate $150.0 million notional amounts of treasury locks and a $50.0 million treasury lock, respectively, to hedge interest rate risk on future debt issuances. The aggregate $200.0 million notional amounts of treasury locks have a blended rate of 4.2%.
Current wording
•For the six months ended June 30, 2025, we entered into an aggregate $200.0 million notional amount of 10-year treasury locks to hedge interest rate risk on future debt issuances. The aggregate $200.0 million notional amount of treasury locks have a blended rate of 4.2%.
Previous wording
•As of March 31, 2025, the remaining amount available under our 2024 ATM Program for future sales of common stock was $528.5 million.
Current wording
•As of June 30, 2025, the remaining amount available under the ATM Program for future sales of common stock was $2.0 billion.
Previous wording
•Year to date through April 30, 2025, the Company entered into equity forward sales agreements under our 2024 ATM Program for gross proceeds of approximately $1.1 billion for 16.5 million shares of common stock, of which approximately $0.4 billion remained outstanding as of April 30, 2025.
Current wording
•Year to date through July 30, 2025, the Company entered into equity forward sales agreements under the ATM Program for 24.1 million shares of common stock with gross proceeds of $1.6 billion, of which 11.1 million shares or $722.2 million of gross proceeds remained outstanding as of July 30, 2025.
Previous wording
In December 2023, the FASB issued Accounting Standards Update 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires public entities on an annual basis to (i) disclose specific categories in the rate reconciliation and (ii) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. We are evaluating the impact of adopting ASU 2023-09 and expect to have additional disclosures in our Form 10-K for the year ended December 31, 2025.
Current wording
In December 2023, the FASB issued Accounting Standards Update 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires public entities on an annual basis to (i) disclose specific categories in the rate reconciliation and (ii) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. We do not expect to early adopt, expect to include additional required disclosures in our 2025 annual report on Form 10-K and are continuing to evaluate the impacts.
Previous wording
As of March 31, 2025, we operated through three reportable business segments: SHOP, OM&R and NNN. In our SHOP segment, we own and invest in senior housing communities and engage operators to operate those communities. In our OM&R segment, we primarily acquire, own, develop, lease and manage outpatient medical buildings and research centers throughout the United States. In our NNN segment, we invest in and own senior housing communities, skilled nursing facilities (“SNFs”), long-term acute care facilities (“LTACs”), freestanding inpatient rehabilitation facilities (“IRFs”) and other healthcare facilities throughout the United States and the United Kingdom and lease these properties to tenants 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. Information provided for “non-segment” includes management fees and promote revenues, net of expenses related to our third-party institutional private capital management platform, income from loans and investments and corporate-level expenses not directly attributable to any of our three reportable business segments. Non-segment assets consist primarily of corporate assets, including cash and cash equivalents, restricted cash, loans receivable and investments and accounts receivable.
Current wording
As of June 30, 2025, we operated through three reportable business segments: SHOP, OM&R and NNN. In our SHOP segment, we own and invest in senior housing communities and engage operators to operate those communities. In our OM&R segment, we primarily acquire, own, develop, lease and manage outpatient medical buildings and research centers. In our NNN segment, we invest in and own senior housing communities, skilled nursing facilities (“SNFs”), long-term acute care facilities (“LTACs”), freestanding inpatient rehabilitation facilities (“IRFs”) and other healthcare facilities and lease these properties to tenants 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. Information provided for “non-segment” includes management fees and promote revenues, net of expenses related to our third-party institutional private capital management platform, income from loans and investments and corporate-level expenses not directly attributable to any of our three reportable business segments. Non-segment assets consist primarily of corporate assets, including cash and cash equivalents, restricted cash, loans receivable and investments and accounts receivable.
Previous wording
The table below shows our results of operations for the three months ended March 31, 2025 and 2024 and the effect of changes in those results from period to period on our Net income (loss) attributable to common stockholders (dollars in thousands):
Current wording
The table below shows our results of operations for the three months ended June 30, 2025 and 2024 and the effect of changes in those results from period to period on our Net income attributable to common stockholders (dollars in thousands):
Previous wording
Resident fees and services include all amounts earned from residents at our senior housing communities, such as rental fees related to resident leases, extended healthcare fees and other ancillary service income. Property-level operating expenses related to our SHOP segment include labor, food, utilities, real estate taxes, insurance, repairs and maintenance, marketing, management fees, supplies and other costs of operating the properties. For senior housing communities in our SHOP segment, occupancy generally reflects average operator-reported unit occupancy for the reporting period. Average monthly revenue per occupied room reflects average resident fees and services per operator-reported occupied unit for the reporting period.
Current wording
Resident fees and services include all amounts earned from residents at the senior housing communities in our SHOP segment, such as rental fees related to resident leases, extended healthcare fees and other ancillary service income. Property-level operating expenses related to our SHOP segment include labor, food, utilities, real estate taxes, insurance, repairs and maintenance, marketing, management fees, supplies and other costs of operating the properties. For senior housing communities in our SHOP segment, occupancy generally reflects average operator-reported unit occupancy for the reporting period. Average monthly revenue per occupied room reflects average resident fees and services per operator-reported occupied unit for the reporting period.
Previous wording
The increase in our SHOP segment NOI for the three months ended March 31, 2025 compared to the same period in 2024 was primarily driven by revenue growth due to increase in occupancy, revenue per occupied room and property acquisitions, partially offset by higher property-level operating expenses due to more assets and higher occupancy.
Current wording
The increase in our SHOP segment NOI for the three months ended June 30, 2025 compared to the same period in 2024 was primarily driven by revenue growth due to increase in average occupancy, revenue per occupied room and more properties as a result of net acquisitions, partially offset by higher property-level operating expenses due to more assets, higher occupancy and inflationary increases.
Previous wording
The following table compares results of operations for our 527 Same-Store SHOP communities (dollars in thousands). See “Non-GAAP Financial Measures—NOI” included elsewhere in this Quarterly Report on Form 10-Q for additional disclosure regarding Same-Store NOI for each of our reportable business segments.
Current wording
The following table compares results of operations for our 506 Same-Store SHOP communities (dollars in thousands). See “Non-GAAP Financial Measures—NOI” included elsewhere in this Quarterly Report on Form 10-Q for additional disclosure regarding Same-Store NOI for each of our reportable business segments.
Previous wording
The increase in our Same-Store SHOP segment NOI for the three months ended March 31, 2025 compared to the same period in 2024 was primarily driven by higher average occupancy and revenue per occupied room, partially offset by higher property-level operating expenses due to higher occupancy.
Current wording
The increase in our Same-Store SHOP segment NOI for the three months ended June 30, 2025 compared to the same period in 2024 was primarily driven by higher average occupancy and revenue per occupied room, partially offset by higher property-level operating expenses due to higher occupancy and inflationary increases.
Previous wording
The $2.4 million increase in our Same-Store OM&R segment NOI for the three months ended March 31, 2025 compared to the same period in 2024 is primarily due to higher occupancy driven by new leasing activity and high tenant retention, as well as higher renewal rates, partially offset by higher property-level operating expenses.
Current wording
The $1.4 million increase in our Same-Store OM&R segment NOI for the three months ended June 30, 2025 compared to the same period in 2024 is primarily due to higher occupancy driven by new leasing activity and high tenant retention, partially offset by higher property-level operating expenses.
Previous wording
The following table summarizes results of operations in our 292 NNN segment properties as of March 31, 2025 (dollars in thousands):
Current wording
The following table summarizes results of operations in our 259 NNN segment properties as of June 30, 2025 (dollars in thousands):
Previous wording
The $1.0 million increase in our NNN segment NOI for the three months ended March 31, 2025 compared to the same period in 2024 was primarily driven by a $4.7 million increase from acquisitions, a $2.6 million net increase in contractual rent escalators, partially offset by a $3.8 million decrease in rental income from senior housing communities that converted to our SHOP segment and a $2.2 million decrease from dispositions.
Current wording
The $1.7 million decrease in our NNN segment NOI for the three months ended June 30, 2025 compared to the same period in 2024 was primarily driven by a $6.7 million decrease in rental income from senior housing communities that converted to our SHOP segment and a $3.9 million decrease from dispositions and lease expirations, partially offset by a $4.6 million increase from acquisitions and a $4.3 million net increase in contractual rent escalators and timing of rent collection.
Previous wording
The following table compares results of operations for our 264 Same-Store NNN properties (dollars in thousands):
Current wording
The following table compares results of operations for our 249 Same-Store NNN properties (dollars in thousands):
Previous wording
The increase in our Same-Store NNN segment rental income for the three months ended March 31, 2025 compared to the same period in 2024 was attributable primarily to a net increase in contractual rent escalators.
Current wording
The increase in our Same-Store NNN segment rental income for the three months ended June 30, 2025 compared to the same period in 2024 was attributable primarily to a net increase in contractual rent escalators and timing of rent collection.
Previous wording
Non-segment NOI includes management fees and promote revenues, net of expenses, related to our third-party institutional private capital management platform, income from loans and investments and corporate-level expenses not directly attributable to any of our three reportable business segments. The $3.0 million increase in non-segment NOI for the three months ended March 31, 2025 compared to the same period in 2024 was primarily due to interest income from a new secured debt financing investment made in September 2024.
Current wording
Non-segment NOI includes management fees and promote revenues, net of expenses, related to our third-party institutional private capital management platform, income from loans and investments and corporate-level expenses not directly attributable to any of our three reportable business segments. The $3.1 million increase in non-segment NOI for the three months ended June 30, 2025 compared to the same period in 2024 was primarily due to interest income from a secured loan receivable made in September 2024.
Previous wording
The $3.7 million decrease in interest and other income for the three months ended March 31, 2025 compared to the same period in 2024 was primarily due to a decrease in overall Cash and cash equivalents invested in short-term money market funds.
Current wording
The $1.0 million increase in Interest and other income for the three months ended June 30, 2025 compared to the same period in 2024 was primarily due to higher construction management fee income, partially offset by a decrease in overall cash and cash equivalents invested in short-term money market funds.
Previous wording
The $0.6 million decrease in Interest expense, net of capitalized interest, for the three months ended March 31, 2025 compared to the same period in 2024 was driven primarily by a reduction in overall debt balance, partially offset by higher rates. Our weighted average debt outstanding was $13.16 billion and $13.55 billion for the three months ended March 31, 2025 and 2024, respectively. Our weighted average effective interest rate was 4.47% and 4.32% for the three months ended March 31, 2025 and 2024, respectively.
Current wording
The $1.0 million increase in Interest expense, net of capitalized interest, for the three months ended June 30, 2025 compared to the same period in 2024 was driven primarily by higher rates, partially offset by a reduction in overall debt balance. Our weighted average effective interest rate was 4.55% and 4.43% for the three months ended June 30, 2025 and 2024, respectively. Our weighted average debt outstanding was $13.0 billion and $13.3 billion for the three months ended June 30, 2025 and 2024, respectively.
Previous wording
The $21.3 million increase in Depreciation and amortization expense for the three months ended March 31, 2025 compared to the same period in 2024 was primarily due to a $36.2 million increase in Depreciation and amortization related to properties acquired after the first quarter of 2024 and a $15.2 million increase in impairments, partially offset by a $27.8 million decrease in amortization related to intangible assets that were fully amortized.
Current wording
The $7.9 million increase in Depreciation and amortization expense for the three months ended June 30, 2025 compared to the same period in 2024 was primarily due to a $44.6 million increase from a net increase in depreciable real estate assets, partially offset by a $28.1 million decrease in amortization related to intangible assets that were fully amortized and a $9.1 million decrease in impairments.
Previous wording
The $4.4 million increase in General, administrative and professional fees for the three months ended March 31, 2025 compared to the same period in 2024 was primarily due to our expanded employee base consistent with enterprise growth and inflationary increases.
Current wording
The $5.1 million increase in General, administrative and professional fees for the three months ended June 30, 2025 compared to the same period in 2024 was primarily due to our expanded employee base consistent with enterprise growth and inflationary increases.
Previous wording
Loss on extinguishment of debt, net for the three months ended March 31, 2024 was primarily related to the repayment of an unsecured term loan facility in the first quarter of 2024. Loss on extinguishment of debt, net for the three months ended March 31, 2025 was insignificant.
Current wording
Loss on extinguishment of debt, net for the three months ended June 30, 2025 compared to the same period in 2024 was relatively consistent.
Previous wording
The $1.3 million increase in Transaction, transition and restructuring costs for the three months ended March 31, 2025 compared to the same period in 2024 was primarily due to higher transition costs incurred from increased business model conversions in 2025, partially offset by lower transaction and restructuring costs in 2025.
Current wording
The $1.7 million increase in Transaction, transition and restructuring costs for the three months ended June 30, 2025 compared to the same period in 2024 was primarily due to increased business model conversion costs.
Previous wording
Shareholder relations matters of $15.7 million for the three months ended March 31, 2024 related to proxy advisory costs related to our response to a proxy campaign associated with the Company’s 2024 annual meeting of stockholders. There were no such costs incurred for the three months ended March 31, 2025.
Current wording
Shareholder relations matters for the three months ended June 30, 2024 was related to proxy advisory costs related to our response to a proxy campaign associated with the Company’s 2024 annual meeting of stockholders and such costs did not reoccur in 2025.
Previous wording
Other expense includes the changes in fair value of stock warrants, net expenses or recoveries related to significant disruptive events and other expenses or income. The $2.7 million decrease in Other (expense) income for the three months ended March 31, 2025 compared to the same period in 2024 was primarily due to a $3.6 million decrease in the change in the fair value of stock warrants, partially offset by a $2.2 million gain on the exercise of Brookdale Warrants and sale of underlying Brookdale Common Stock in 2025. For the three months ended March 31, 2025 and 2024, we recognized unrealized gain of $5.7 million and $9.3 million, respectively, relating to the change in fair value of stock warrants.
Current wording
The $2.3 million decrease in Other expense for the three months ended June 30, 2025 compared to the same period in 2024 was primarily due to an increase in gains from the exercise of Brookdale Warrants and sale of underlying Brookdale Common Stock in 2025.
Previous wording
The $5.1 million decrease in Loss from unconsolidated entities for the three months ended March 31, 2025 compared to the same period in 2024 was primarily due to improved performance from our unconsolidated entities.
Current wording
The $0.5 million decrease in Loss from unconsolidated entities for the three months ended June 30, 2025 compared to the same period in 2024 was primarily due to improved performance from our unconsolidated entities.
Previous wording
The $0.5 million increase in our OM&R segment NOI for the three months ended March 31, 2025 compared to the same period in 2024 was primarily due to higher occupancy driven by new leasing activity and high tenant retention, as well as higher renewal rates, partially offset by higher property-level operating expenses.
Current wording
The $3.8 million increase in our Same-Store OM&R segment NOI for the six months ended June 30, 2025 compared to the same period in 2024 is primarily due to higher occupancy driven by new leasing activity and high tenant retention, partially offset by higher property-level operating expenses.
Previous wording
The $10.6 million Income tax benefit for the three months ended March 31, 2025 is primarily due to the reversal of valuation allowances recorded against the net deferred tax assets of certain of our TRS entities and losses in certain of our TRS entities. The $3.0 million Income tax benefit for the three months ended March 31, 2024 was primarily due to losses in certain of our TRS entities.
Current wording
The $6.7 million of income tax benefit for the six months ended June 30, 2025 is primarily due to the reversal of valuation allowances recorded against the net deferred tax assets of certain of our TRS entities. The $4.8 million of income tax expense for the six months ended June 30, 2024 was primarily due to the enactment of Bill C-59 in Canada, which limits the amount of interest expense we can deduct with respect to our Canadian entities. Bill C-59 became effective in June 2024 and was retrospectively applied to the period beginning October 1, 2023. The cumulative tax effect of such interest limitation was recognized in the three months ended June 30, 2024. The impact of the interest limitation was partially offset by the reversal of valuation allowances recorded against the net deferred tax assets of certain of our TRS entities and losses in certain of our TRS entities.
Previous wording
The non-GAAP financial measures we present in this Quarterly Report on Form 10-Q may not be comparable to those presented by other real estate companies due to the fact that not all real estate companies use the same definitions. You should not consider these measures as alternatives for, or superior to, financial measures calculated in accordance with GAAP. In order to facilitate a clear understanding of our consolidated historical operating results, you should examine these measures in conjunction with the most directly comparable GAAP measures as presented in our Consolidated Financial Statements and other financial data included elsewhere in this Quarterly Report on Form 10-Q.
Current wording
The non-GAAP financial measures we present in this Quarterly Report on Form 10-Q may not be comparable to those presented by other companies, which may define similarly titled measures differently than we do. You should not consider these measures as alternatives for, or superior to, financial measures calculated in accordance with GAAP. In order to facilitate a clear understanding of our consolidated historical operating results, you should examine these measures in conjunction with the most directly comparable GAAP measures as presented in our Consolidated Financial Statements and other financial data included elsewhere in this Quarterly Report on Form 10-Q.
Previous wording
Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. However, since real estate values historically have risen or fallen with market conditions, many industry investors deem presentations of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. For that reason, we consider Nareit Funds From Operations attributable to common stockholders (“FFO”) and Normalized FFO attributable to common stockholders (“Normalized FFO”) to be appropriate supplemental measures of operating performance of an equity REIT. We believe that the presentation of FFO, combined with the presentation of required GAAP financial measures, has improved the understanding of operating results of REITs among the investing public and has helped make comparisons of REIT operating results more meaningful. Management generally considers FFO to be a useful measure for understanding and comparing our operating results because, by excluding gains and losses related to sales of previously depreciated operating real estate assets, impairment losses on depreciable real estate and real estate asset depreciation and amortization (which can differ across owners of similar assets in similar condition based on historical cost accounting and useful life estimates), FFO can help investors compare the operating performance of a company’s real estate across reporting periods and to the operating performance of other companies. We believe that Normalized FFO is useful because it allows investors, analysts and our management to compare our operating performance to the operating performance of other real estate companies across periods on a consistent basis without having to account for differences caused by non-recurring items and other non-operational events such as transactions and litigation. In some cases, we provide information about identified non-cash components of FFO and Normalized FFO because it allows investors, analysts and our management to assess the impact of those items on our financial results.
Current wording
Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. However, since real estate values historically have risen or fallen with market conditions, many industry investors deem presentations of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. For that reason, we consider Nareit Funds From Operations attributable to common stockholders (“FFO”) and Normalized FFO attributable to common stockholders (“Normalized FFO”) to be appropriate supplemental measures of operating performance of an equity REIT. We believe that the presentation of FFO, combined with the presentation of required GAAP financial measures, has improved the understanding of operating results of REITs among the investing public and has helped make comparisons of REIT operating results more meaningful. Management generally considers FFO to be a useful measure for understanding and comparing our operating results because, by excluding gains and losses related to sales of previously depreciated operating real estate assets, impairment losses on depreciable real estate and real estate asset depreciation and amortization (which can differ across owners of similar assets in similar condition based on historical cost accounting and useful life estimates), FFO can help investors compare the operating performance of a company’s real estate across reporting periods and to the operating performance of other companies. We believe that Normalized FFO is useful because it allows investors, analysts and our management to compare our operating performance across periods on a consistent basis. In some cases, we provide information about identified non-cash components of FFO and Normalized FFO because it allows investors, analysts and our management to assess the impact of those items on our financial results.
Previous wording
The following table summarizes our FFO and Normalized FFO for the three months ended March 31, 2025 and 2024 (dollars in thousands):
Current wording
The following table summarizes our FFO and Normalized FFO for the three and six months ended June 30, 2025 and 2024 (dollars in thousands):
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Current report — wording carried from elsewhere
The table below shows our results of operations for the six months ended June 30, 2025 and 2024 and the effect of changes in those results from period to period on our Net income attributable to common stockholders (dollars in thousands):
Current report — wording carried from elsewhere
The following table summarizes results of operations in our SHOP segment as of June 30, 2025 (dollars in thousands):
Current report — wording carried from elsewhere
The following table compares results of operations for our 502 Same-Store SHOP communities (dollars in thousands). See “Non-GAAP Financial Measures—NOI” included elsewhere in this Quarterly Report on Form 10-Q for additional disclosure regarding Same-Store NOI for each of our reportable business segments.
Current report — wording carried from elsewhere
The increase in our Same-Store SHOP segment NOI for the six months ended June 30, 2025 compared to the same period in 2024 was primarily driven by higher average occupancy and revenue per occupied room, partially offset by higher property-level operating expenses due to higher occupancy and inflationary increases.
Current report — wording carried from elsewhere
The following table summarizes results of operations in our OM&R segment as of June 30, 2025 (dollars in thousands). For properties in our OM&R segment, occupancy generally reflects occupied square footage divided by net rentable square footage as of the end of the reporting period.
Current report — wording carried from elsewhere
The following table summarizes results of operations in our 259 NNN segment properties as of June 30, 2025 (dollars in thousands):
Current report — wording carried from elsewhere
The following table compares results of operations for our 249 Same-Store NNN properties (dollars in thousands):
Current report — wording carried from elsewhere
The increase in our Same-Store NNN segment rental income for the six months ended June 30, 2025 compared to the same period in 2024 was attributable primarily to a net increase in contractual rent escalators and timing of rent collection.
Current report — wording carried from elsewhere
The $6.0 million increase in non-segment NOI for the six months ended June 30, 2025 compared to the same period in 2024 was primarily due to interest income from a secured loan receivable made in September 2024.
Current report — wording carried from elsewhere
The $2.7 million decrease in Interest and other income for the six months ended June 30, 2025 compared to the same period in 2024 was primarily due to a decrease in overall cash and cash equivalents invested in short-term money market funds, partially offset by higher construction management fee income.
Current report — wording carried from elsewhere
The $0.5 million increase in Interest expense, net of capitalized interest for the six months ended June 30, 2025 compared to the same period in 2024 was driven primarily by higher rates, partially offset by a reduction in overall debt balance. Our weighted average effective interest rate was 4.51% and 4.37% for the six months ended June 30, 2025 and 2024, respectively. Our weighted average debt outstanding was $13.1 billion and $13.4 billion for the six months ended June 30, 2025 and 2024, respectively.
Current report — wording carried from elsewhere
The $29.1 million increase in Depreciation and amortization expense for the six months ended June 30, 2025 compared to the same period in 2024 was primarily due to a $78.2 million increase from a net increase in depreciable real estate assets, and a $6.1 million increase in impairments, partially offset by a $56.0 million decrease in amortization related to intangible assets that were fully amortized.
Current report — wording carried from elsewhere
The $9.5 million increase in General, administrative and professional fees for the six months ended June 30, 2025 compared to the same period in 2024 was primarily due to our expanded employee base consistent with enterprise growth and inflationary increases.
Current report — wording carried from elsewhere
Loss on extinguishment of debt, net
Current report — wording carried from elsewhere
Recovery of allowance on loans receivable and investments, net
Current report — wording carried from elsewhere
Shareholder relations matters of $15.8 million for the six months ended June 30, 2024 was related to proxy advisory costs related to our response to a proxy campaign associated with the Company’s 2024 annual meeting of stockholders and such costs did not reoccur in 2025.
Current report — wording carried from elsewhere
The $0.5 million increase in Other expense for the six months ended June 30, 2025 compared to the same period in 2024 was primarily due an increase in gains from the exercise of Brookdale Warrants and sale of underlying Brookdale Common Stock in 2025, partially offset by higher net insurance costs.
Current report — wording carried from elsewhere
The $5.6 million decrease in Loss from unconsolidated entities for the six months ended June 30, 2025 compared to the same period in 2024 is primarily due to improved performance from our unconsolidated entities.
Current report — wording carried from elsewhere
As of June 30, 2025, we had $862.5 million, aggregate principal amount of the Exchangeable Notes outstanding with an effective interest rate of 4.62% inclusive of the impact of the amortization of issuance costs. During the three and six months ended June 30, 2025, we recognized $8.1 million and $16.2 million, respectively, of contractual interest expense and amortization of issuance costs of $1.8 million and $3.5 million, respectively, related to the Exchangeable Notes. Unamortized issuance costs of $6.7 million as of June 30, 2025 were recorded as an offset to Senior notes payable and other debt on our Consolidated Balance Sheets.