Before a company reveals its earnings, it is vital to take into account any changes in earnings projections. These revisions play a pivotal role in predicting the possible reactions of investors toward the stock. Multiple empirical studies have consistently shown a strong association between trends in earnings estimates and the short-term price movements of a stock. The consensus estimate for 'Revenues- Rental income- Triple-net leased' stands at $153.42 million. The estimate indicates a year-over-year chan ...

The consensus mark for outpatient medical and research portfolio rental income for the second quarter is pegged at $219.42 million, indicating growth from $218.88 million reported in the prior quarter and $215.81 million reported in the year-ago period. The Zacks Consensus Estimate for second-quarter resident fees and services is pegged at $815.27 million, suggesting an increase from $813.3 million reported in the prior quarter and $724.61 million in the year-ago period. The Zacks Consensus Estimate for sec ...

Over the past month, shares of this Zacks Rank #3 (Hold) company have risen 5.4% compared with the industry's upside of 1.8%. Competition from national and local healthcare operators may weigh on Ventas. The company's operators contend with peers for occupancy, which could limit its power to raise rents and drive profitability, as well as crack deals at attractive rates. Stocks to Consider The Zacks Consensus Estimate for Paramount Group's 2024 FFO per share has been raised marginally over the past month to ...

PART I—FINANCIAL INFORMATION [Item 1. Consolidated Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Consolidated%20Financial%20Statements%20(Unaudited)) Ventas, Inc.'s Q1 2024 unaudited financials show total assets at **$24.67 billion**, revenues at **$1.20 billion**, and a net loss of **$14.3 million** Consolidated Balance Sheet Summary (in thousands) | Balance Sheet Item | As of March 31, 2024 | As of December 31, 2023 | | :--- | :--- | :--- | | **Total Assets** | **$24,672,586** | **$24,725,433** | | Net real estate property | $21,550,806 | $21,748,950 | | Cash and cash equivalents | $632,443 | $508,794 | | **Total Liabilities** | **$14,928,709** | **$14,878,392** | | Senior notes payable and other debt | $13,555,194 | $13,490,896 | | **Total Equity** | **$9,458,833** | **$9,544,405** | [Consolidated Statements of Income](index=5&type=section&id=Consolidated%20Statements%20of%20Income) Consolidated Statements of Income Summary (in thousands, except per share amounts) | Metric | Three Months Ended Mar 31, 2024 | Three Months Ended Mar 31, 2023 | | :--- | :--- | :--- | | Total revenues | $1,199,914 | $1,077,245 | | Total expenses | $1,207,416 | $1,065,713 | | Net (loss) income | $(12,540) | $18,912 | | Net (loss) income attributable to common stockholders | $(14,312) | $17,517 | | Diluted EPS | $(0.04) | $0.04 | - Total revenues increased by **11.4% YoY**, driven primarily by a **15.4%** rise in Resident fees and services from the senior housing portfolio[11](index=11&type=chunk) - Total expenses grew by **13.3% YoY**, led by higher property-level operating expenses for senior housing and increased interest expense[11](index=11&type=chunk) [Consolidated Statements of Cash Flows](index=8&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Consolidated Statements of Cash Flows Summary (in thousands) | Cash Flow Activity | Three Months Ended Mar 31, 2024 | Three Months Ended Mar 31, 2023 | | :--- | :--- | :--- | | Net cash provided by operating activities | $266,448 | $242,817 | | Net cash used in investing activities | $(144,587) | $(56,280) | | Net cash provided by (used in) financing activities | $4,824 | $(162,107) | | **Net increase in cash, cash equivalents and restricted cash** | **$126,685** | **$24,430** | [Notes to Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Notes detail business structure, accounting policies, segment performance, tenant concentration, lease negotiations, and capital events NOI Contribution by Segment (Q1 2024) | Segment | Total NOI (in thousands) | Percentage of Total NOI | | :--- | :--- | :--- | | Senior housing operating portfolio (SHOP) | $203,483 | 40.4% | | Outpatient medical and research portfolio (OM&R) | $145,570 | 28.9% | | Triple-net leased properties | $151,630 | 30.1% | | Non-segment | $3,201 | 0.6% | - The company faces significant concentration risk, with properties managed by Atria and Sunrise, and leased to Brookdale, Ardent, and Kindred contributing approximately **19.0%**, **6.1%**, **7.4%**, **6.7%**, and **6.6%** of total NOI, respectively, as of Q1 2024[37](index=37&type=chunk) - Kindred's option to renew the lease for 23 properties (Group 2), representing **5.3%** of total annualized NOI, was extended to May 31, 2024; the portfolio's TTM performance did not exceed the lease rent[43](index=43&type=chunk)[45](index=45&type=chunk)[48](index=48&type=chunk) - Brookdale has an option to renew its master lease for 121 properties, expiring Dec 31, 2025, by providing notice between June 30, 2024, and November 30, 2024[51](index=51&type=chunk)[53](index=53&type=chunk) - In Q1 2024, the company sold **1.8 million shares** under its ATM program for gross proceeds of **$78.7 million**; an additional **0.3 million shares** were sold in April 2024 for **$14.9 million**[123](index=123&type=chunk)[125](index=125&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=33&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes Q1 2024 performance to strong SHOP segment growth, offset by increased interest expense, with robust liquidity [Results of Operations](index=39&type=section&id=Results%20of%20Operations) Q1 2024 total NOI increased **8.2%** to **$503.9 million**, driven by **21.3%** SHOP NOI growth, but higher expenses led to a net loss NOI by Segment (in thousands) | Segment | Q1 2024 | Q1 2023 | % Change | | :--- | :--- | :--- | :--- | | SHOP | $203,483 | $167,771 | 21.3% | | Outpatient medical and research portfolio | $145,570 | $136,719 | 6.5% | | Triple-net leased properties | $151,630 | $145,943 | 3.9% | | **Total NOI** | **$503,884** | **$465,865** | **8.2%** | - Same-store SHOP NOI increased **15.2% YoY**, driven by a **240 basis point** increase in average occupancy to **84.6%** and a **4.7%** increase in average monthly revenue per occupied room[181](index=181&type=chunk) - Interest expense increased by **$21.9 million YoY** due to higher debt balances (average of **$13.6 billion** vs **$12.4 billion**) and a higher weighted average effective interest rate (**4.32%** vs **4.04%**)[192](index=192&type=chunk) - The company incurred **$15.7 million** in shareholder relations matters related to a proxy campaign for the 2024 annual meeting[198](index=198&type=chunk) [Non-GAAP Financial Measures](index=46&type=section&id=Non-GAAP%20Financial%20Measures) Normalized FFO attributable to common stockholders increased to **$316.6 million** in Q1 2024, driven by higher SHOP NOI, offset by interest expenses Normalized FFO Reconciliation Summary (in thousands) | Metric | Three Months Ended Mar 31, 2024 | Three Months Ended Mar 31, 2023 | | :--- | :--- | :--- | | Net (loss) income attributable to common stockholders | $(14,312) | $17,517 | | Nareit FFO attributable to common stockholders | $292,904 | $294,408 | | **Normalized FFO attributable to common stockholders** | **$316,573** | **$296,871** | [Liquidity and Capital Resources](index=50&type=section&id=Liquidity%20and%20Capital%20Resources) Ventas maintained **$3.4 billion** liquidity as of March 31, 2024, executing key capital activities including new senior notes and credit facility renewal - As of March 31, 2024, the company had **$3.4 billion** in liquidity, including availability under its revolving credit facility and cash on hand, with no commercial paper outstanding[161](index=161&type=chunk) - In February 2024, Ventas Canada issued **C$650.0 million** of **5.10%** Senior Notes due 2029, using proceeds to repay a **C$500.0 million** term loan[228](index=228&type=chunk) - In April and May 2024, the company repaid **$854.0 million** of maturing senior notes[229](index=229&type=chunk) - In April 2024, the company entered into a new amended and restated **$2.75 billion** unsecured revolving credit facility, extending the maturity to April 2028[219](index=219&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=55&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces interest rate and foreign currency risk, with **94%** of its **$13.6 billion** debt fixed-rate, limiting interest rate exposure Debt Composition as of March 31, 2024 (in thousands) | Debt Type | Balance | Percentage of Total | | :--- | :--- | :--- | | Fixed rate | $12,874,307 | 94.4% | | Variable rate | $757,706 | 5.6% | | **Total** | **$13,632,013** | **100.0%** | - A hypothetical **100 basis point** increase in the weighted average interest rate on the **$757.7 million** of variable rate debt would increase annualized interest expense by approximately **$7.6 million**[264](index=264&type=chunk) [Item 4. Controls and Procedures](index=58&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were effective as of March 31, 2024, with no material changes in internal control - Management, including the CEO and CFO, concluded that disclosure controls and procedures were effective as of March 31, 2024[267](index=267&type=chunk) PART II—OTHER INFORMATION [Item 1. Legal Proceedings](index=59&type=section&id=Item%201.%20Legal%20Proceedings) No new material legal proceedings or significant developments in previously reported legal proceedings occurred during the quarter - No new material legal proceedings were reported, and there were no material developments in existing proceedings[271](index=271&type=chunk) [Item 1A. Risk Factors](index=59&type=section&id=Item%201A.%20Risk%20Factors) No significant new risk factors were identified in Q1 2024 compared to those disclosed in the 2023 Annual Report on Form 10-K - No significant new risk factors were disclosed in Q1 2024[272](index=272&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=59&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company repurchased **242,820 shares** at **$45.89** per share to satisfy tax withholding for employee restricted stock awards Issuer Purchases of Equity Securities (Q1 2024) | Period | Number of Shares Repurchased | Average Price Per Share | | :--- | :--- | :--- | | January 2024 | 53,885 | $48.54 | | February 2024 | 161,933 | $45.50 | | March 2024 | 27,002 | $42.97 | | **Total** | **242,820** | **$45.89** | - The repurchases represent shares withheld to pay taxes on the vesting of restricted stock and are not part of a publicly announced buyback plan[273](index=273&type=chunk) [Item 5. Other Information](index=59&type=section&id=Item%205.%20Other%20Information) Two executives adopted Rule 10b5-1 trading plans in March 2024 for share sales and potential exercise/sale of expiring options - On March 11, 2024, EVP Peter J. Bulgarelli adopted a Rule 10b5-1 trading plan for the sale of up to **22,500 shares**[276](index=276&type=chunk) - On March 28, 2024, Chairman and CEO Debra A. Cafaro adopted a Rule 10b5-1 trading plan related to expiring options, covering the potential exercise and sale of up to **1,546,317 shares**[277](index=277&type=chunk) [Item 6. Exhibits](index=60&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including indentures, amendments to sales agreements, and officer certifications

VENTAS® Earnings Presentation First Quarter 2024 Non-GAAP Financial Measures & Cautionary Statements Non-GAAP Financial Measures This presentation includes certain financial performance measures not defined by generally accepted accounting principles in the United States ("GAAP"), such as Nareit FFO, Normalized FFO, Net Operating Income ("NOI"), Same-Store Cash NOI, Same-Store Cash NOI Margin, Same-Store Cash NOI Growth and Net Debt to Further Adjusted EBITDA. Reconciliations of these non-GAAP financial mea ...

Financial Data and Key Metrics Changes - The company reported normalized FFO per share of $0.78 for Q1 2024, representing a 5% year-over-year growth [30] - Total company same-store cash NOI grew nearly 7%, driven by a 15% increase in the SHOP segment [31][34] - The company raised its 2024 normalized FFO guidance to a range of $3.10 to $3.18 per share [14] Business Line Data and Key Metrics Changes - The SHOP portfolio experienced a same-store cash NOI growth of 15.2%, with occupancy increasing by 240 basis points year-over-year [15][19] - The outpatient medical and research segment reported same-store cash NOI growth of nearly 5% [28] - The Kindred lease for 23 LTACs, representing approximately 5% of NOI, showed stable trailing rent coverage [12] Market Data and Key Metrics Changes - The U.S. communities in the SHOP portfolio grew same-store cash NOI by 18%, while the Canadian portfolio delivered 9% year-over-year growth [19] - The occupancy rate in the Canadian portfolio is currently at 95% [19] - The over 80 population is expected to grow by 5 million individuals through 2030, while new construction starts in senior housing are at their lowest in over a decade [8] Company Strategy and Development Direction - The company’s strategy focuses on delivering organic growth in senior housing, capturing value through investments, and driving cash flow throughout the portfolio [6] - The company plans to expand its footprint in senior housing by capturing value-creating investments, having closed or placed under contract about $350 million in investments year-to-date [10][23] - The company aims to optimize its enterprise value and NOI from properties, particularly in light of the upcoming lease maturity with Kindred [12] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the strong demand for senior housing, supported by favorable supply-demand fundamentals [8] - The company raised its full-year guidance expectations for the same-store SHOP portfolio, now expecting 12% to 16% NOI growth year-over-year [20] - Management highlighted the potential for 1,000 basis points of occupancy upside in core markets over the next few years [22] Other Important Information - The company extended the maturity of its $2.75 billion revolving credit facility to 2028 with improved pricing [32] - The company raised $650 million in 5-year Canadian senior notes at 5.1% in Q1 2024 [33] - The company expects to spend $250 million in FAD CapEx in 2024 [36] Q&A Session Summary Question: What are the assumptions regarding occupancy potential growth? - Management indicated that there is a significant upside in occupancy, with a focus on supply and demand dynamics in the senior housing sector [38][39] Question: Can you elaborate on the Kindred lease extension? - Management stated that the extension was in the best interest of all parties involved to optimize Ventas' value and NOI [43][45] Question: What is the outlook for acquisitions and funding? - Management emphasized a focus on fee simple acquisitions and highlighted the opportunity presented by existing owners facing refinancing challenges [52][54] Question: How does the company view the potential for occupancy growth? - Management noted that the structural upside for occupancy is significant, with some communities already operating at near full capacity [64] Question: What is the expected impact of the Brookdale lease? - Management indicated that the coverage for Brookdale has been improving, and they are optimistic about the potential outcomes [55][56] Question: How does the company plan to manage transitions with new operators? - Management expressed confidence in their experience with transitions and the expectation of improved performance following operator changes [98]

CHICAGO – (BUSINESS WIRE) – Ventas, Inc. (NYSE: VTR) ("Ventas" or the "Company") today reported results for the first quarter ended March 31, 2024. CEO Remarks "2024 is off to a strong start, led by continued organic growth in our advantaged senior housing operating portfolio ("SHOP"), as we execute against our strategy. Demand-driven accelerating occupancy in SHOP drove our performance in the quarter, as the unprecedented multiyear growth opportunity in senior housing continues to build," said Debra A. Caf ...

PART I This part covers Ventas, Inc.'s business operations, risk factors, cybersecurity measures, property portfolio, and legal proceedings [ITEM 1. Business](index=7&type=section&id=Item%201.%20Business) Ventas, Inc. is an S&P 500 REIT focused on healthcare real estate, including senior housing, outpatient medical, research centers, hospitals, and other healthcare facilities across North America and the UK - Ventas, Inc. is an S&P 500 real estate investment trust (REIT) focused on delivering strong, sustainable shareholder returns by enabling exceptional environments that benefit a large and growing aging population. As of December 31, 2023, the company owned or had investments in approximately **1,400 properties**[26](index=26&type=chunk) - The company operates through three reportable business segments: senior housing operating portfolio (SHOP), outpatient medical and research portfolio, and triple-net leased properties[28](index=28&type=chunk) 2023 Reportable Business Segments and Non-Segment Assets (NOI) | Segment | Total NOI (in thousands) | Percentage of Total NOI | Number of Properties | | :-------------------------------- | :----------------------- | :---------------------- | :------------------- | | Senior housing operating portfolio (SHOP) | $711,407 | 37% | 587 | | Outpatient medical and research portfolio | $576,932 | 30% | 437 | | Triple-net leased properties | $604,651 | 31% | 331 | | Non-segment | $32,177 | 2% | — | | **Total** | **$1,925,167** | **100%** | **1,355** | [ITEM 1A. Risk Factors](index=21&type=section&id=Item%201A.%20Risk%20Factors) This section details the significant risks and uncertainties that could materially and adversely affect Ventas's business, financial condition, and results of operations - The company's business is subject to significant risks and uncertainties, including macroeconomic trends like rising labor costs, inflation, changes in exchange rates, and rising interest rates[136](index=136&type=chunk)[138](index=138&type=chunk) - A substantial portion of Ventas's revenues and operating income is dependent on a limited number of tenants and managers, including Brookdale, Ardent, Kindred, Atria, and Sunrise, increasing concentration risk[156](index=156&type=chunk) - The company is highly dependent on access to capital markets, and limitations on this access could adversely affect its ability to meet debt obligations, make distributions to stockholders, or fund future investments[227](index=227&type=chunk) - Loss of REIT status would have significant adverse tax consequences, substantially reducing funds available for obligations, business strategy implementation, and stockholder distributions[260](index=260&type=chunk) [ITEM 1B. Unresolved Staff Comments](index=45&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reported that there were no unresolved staff comments from the SEC - There are no unresolved staff comments[277](index=277&type=chunk) [ITEM 1C. Cybersecurity](index=45&type=section&id=Item%201C.%20Cybersecurity) Ventas views cybersecurity as a serious threat and has implemented risk management processes, including periodic reviews, third-party security monitoring, employee training, and data encryption - Ventas considers cybersecurity risk a serious threat and has implemented processes to mitigate risk and impact, including periodic reviews, third-party security firms, and employee training[278](index=278&type=chunk)[279](index=279&type=chunk)[280](index=280&type=chunk) - Cybersecurity risk management is integrated into the company's multi-disciplinary enterprise risk management (ERM) process, overseen by the ERM Committee and the Board of Directors[281](index=281&type=chunk)[285](index=285&type=chunk) - The company has not identified any cybersecurity threats or incidents that have materially affected its business, but acknowledges that such incidents could disrupt operations or compromise data, as seen with a ransomware attack on business partner Ardent in November 2023[282](index=282&type=chunk)[284](index=284&type=chunk) [ITEM 2. Properties](index=46&type=section&id=Item%202.%20Properties) Ventas's property portfolio as of December 31, 2023, comprised approximately 1,400 properties, including senior housing, outpatient medical buildings, research centers, hospitals, and other healthcare facilities - As of December 31, 2023, Ventas owned or had investments in approximately **1,400 properties**, including senior housing, outpatient medical buildings, research centers, hospitals, and other healthcare facilities[289](index=289&type=chunk) - The portfolio is geographically diversified across the United States, Canada, and the United Kingdom, with properties in California accounting for more than **10% of total continuing revenues and NOI**[289](index=289&type=chunk) Geographic Diversification of Consolidated Portfolio (as of December 31, 2023) | Geographic Location | Senior Housing Communities ( of Properties / Units) | SNFs ( of Properties / Licensed Beds) | Outpatient Medical Buildings ( of Properties / Square Feet (1)) | Research Centers ( of Properties / Square Feet (1)) | IRFs and LTACs ( of Properties / Licensed Beds) | Other Healthcare Facilities ( of Properties / Licensed Beds) | | :-------------------- | :------------------------------------------------- | :----------------------------------- | :------------------------------------------------- | :--------------------------------------------- | :------------------------------------------- | :------------------------------------------------- | | Total U.S. | 709 / 65,464 | 44 / 5,717 | 405 / 21,248 | 29 / 4,598 | 43 / 3,346 | 10 / 1,943 | | Canada | 83 / 15,822 | — / — | — / — | — / — | — / — | — / — | | United Kingdom | 12 / 776 | — / — | — / — | — / — | — / — | 3 / 121 | | **Total** | **804 / 82,062** | **44 / 5,717** | **405 / 21,248** | **29 / 4,598** | **43 / 3,346** | **13 / 2,064** | (1) Square Feet are in thousands - As of December 31, 2023, the company had **$3.2 billion** in aggregate principal mortgage loan indebtedness outstanding, secured by **140 properties**[290](index=290&type=chunk) [ITEM 3. Legal Proceedings](index=48&type=section&id=Item%203.%20Legal%20Proceedings) Ventas is not a party to any material pending legal proceedings, nor is any of its property the subject of such proceedings, beyond what is disclosed in the Notes to Consolidated Financial Statements - The company is not a party to, nor is any of its property the subject of, any material pending legal proceedings, except as disclosed in Note 14 – Commitments and Contingencies[295](index=295&type=chunk) [ITEM 4. Mine Safety Disclosures](index=48&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to Ventas, Inc - This item is not applicable[296](index=296&type=chunk) PART II This part details Ventas's common equity market, shareholder matters, management's discussion and analysis of financial condition, and audited financial statements [ITEM 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=49&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Ventas common stock is traded on the NYSE under the symbol 'VTR', with 402.5 million shares outstanding as of February 7, 2024 - Ventas common stock (VTR) is listed on the NYSE, with **402,461,579 shares outstanding** as of February 7, 2024[5](index=5&type=chunk)[299](index=299&type=chunk) - The company pays regular quarterly dividends to comply with REIT requirements, expecting to distribute at least **100% of its taxable net income for 2024**[300](index=300&type=chunk) Common Stock Repurchases (Q4 2023) | | Number of Shares Repurchased | Average Price Per Share | | :-------------------------- | :--------------------------- | :---------------------- | | October 1 through October 31 | 854 | $42.59 | | November 1 through November 30 | 56 | $45.84 | | December 1 through December 31 | 1,951 | $46.76 | | **Total** | **2,861** | **$45.50** | Cumulative Total Return (December 31, 2018 - December 31, 2023) | | 12/31/2018 | 12/31/2019 | 12/31/2020 | 12/31/2021 | 12/31/2022 | 12/31/2023 | | :-------------------- | :--------- | :--------- | :--------- | :--------- | :--------- | :--------- | | Ventas | $100 | $103 | $93 | $101 | $92 | $106 | | NYSE Composite Index | $100 | $126 | $135 | $163 | $148 | $168 | | Composite REIT Index | $100 | $128 | $121 | $169 | $127 | $141 | | S&P 500 Index | $100 | $131 | $156 | $200 | $164 | $207 | [ITEM 6. [Reserved]](index=50&type=section&id=Item%206.%20%5BReserved%5D) This item is reserved and contains no information [ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=51&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on Ventas's financial condition and operational results, highlighting a 4.5% increase in total NOI for 2023, driven by strong performance in the SHOP segment - Ventas, Inc. is an S&P 500 REIT operating through three reportable business segments: senior housing operating portfolio (SHOP), outpatient medical and research portfolio, and triple-net leased properties[312](index=312&type=chunk) Total NOI by Segment (2023) | Segment | Total NOI (in thousands) | Percentage of Total NOI | Number of Properties | | :-------------------------------- | :----------------------- | :---------------------- | :------------------- | | Senior housing operating portfolio (SHOP) | $711,407 | 37% | 587 | | Outpatient medical and research portfolio | $576,932 | 30% | 437 | | Triple-net leased properties | $604,651 | 31% | 331 | | Non-segment | $32,177 | 2% | — | | **Total** | **$1,925,167** | **100%** | **1,355** | - Total NOI increased by **$82.5 million (4.5%)** from **$1,842.6 million in 2022** to **$1,925.2 million in 2023**, primarily driven by the SHOP segment[354](index=354&type=chunk) - In 2023, the company sold **26 properties** and **two land parcels** for **$399.5 million**, recognizing a gain of **$62.1 million**. It also acquired a Class A senior housing community for **$36.0 million** in January 2024[322](index=322&type=chunk)[325](index=325&type=chunk)[654](index=654&type=chunk) - Ventas maintained approximately **$3.2 billion in liquidity** as of December 31, 2023, and undertook significant debt activities including issuing **$862.5 million** in Exchangeable Senior Notes and repaying a **$1 billion** mortgage loan[323](index=323&type=chunk)[325](index=325&type=chunk) [ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk](index=73&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section incorporates by reference the detailed discussion of market risk from 'Management's Discussion and Analysis of Financial Condition and Results of Operations—Asset/Liability Management' in Item 7 - The disclosures about market risk are incorporated by reference from the 'Asset/Liability Management' section within Item 7[480](index=480&type=chunk) [ITEM 8. Financial Statements and Supplementary Data](index=74&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This item presents Ventas's audited consolidated financial statements for the years ended December 31, 2023, 2022, and 2021, including balance sheets, statements of income, comprehensive income, equity, and cash flows - The consolidated financial statements for the years ended December 31, 2023, 2022, and 2021 are presented, including balance sheets, statements of income, comprehensive income, equity, and cash flows[490](index=490&type=chunk) - Management concluded that internal control over financial reporting was effective as of December 31, 2023, a conclusion audited and confirmed by KPMG LLP[486](index=486&type=chunk)[487](index=487&type=chunk)[508](index=508&type=chunk) - Critical audit matters for the current period included the evaluation of the overall fair value and allocation of fair value for properties related to the equitization of the Santerre Mezzanine Loan, and the impairment assessment of senior housing operating portfolio real estate investments[494](index=494&type=chunk)[495](index=495&type=chunk)[500](index=500&type=chunk) Consolidated Balance Sheets (as of December 31, in thousands) | | 2023 | 2022 | | :------------------------------------ | :----------- | :----------- | | **Assets** | | | | Net real estate property | $21,748,950 | $21,160,450 | | Secured loans receivable and investments, net | $27,986 | $537,075 | | Investments in unconsolidated real estate entities | $598,206 | $579,949 | | Cash and cash equivalents | $508,794 | $122,564 | | Total assets | **$24,725,433** | **$24,157,840** | | **Liabilities and equity** | | | | Senior notes payable and other debt | $13,490,896 | $12,296,780 | | Total liabilities | $14,878,392 | $13,671,513 | | Total equity | $9,544,405 | $10,221,677 | | Total liabilities and equity | **$24,725,433** | **$24,157,840** | Consolidated Statements of Income (for the Years Ended December 31, in thousands) | | 2023 | 2022 | 2021 | | :-------------------------------------------------------------------------------- | :----------- | :----------- | :----------- | | Total revenues | $4,497,827 | $4,129,193 | $3,828,007 | | Total expenses | $4,613,408 | $4,223,330 | $3,990,392 | | Net (loss) income attributable to common stockholders | **$(40,973)** | **$(47,447)** | **$49,008** | | Basic earnings per common share | $(0.10) | $(0.12) | $0.13 | | Diluted earnings per common share | $(0.10) | $(0.12) | $0.13 | Consolidated Statements of Cash Flows (for the Years Ended December 31, in thousands) | | 2023 | 2022 | 2021 | | :------------------------------------------ | :----------- | :----------- | :----------- | | Net cash provided by operating activities | $1,119,873 | $1,120,163 | $1,026,116 | | Net cash used in investing activities | $(184,664) | $(859,218) | $(724,140) | | Net cash used in financing activities | $(543,749) | $(283,928) | $(558,466) | | Cash, cash equivalents and restricted cash at end of year | **$563,462** | **$170,745** | **$196,597** | [ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=131&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) Ventas reported no changes in or disagreements with its accountants on accounting and financial disclosure matters - There were no changes in or disagreements with accountants on accounting and financial disclosure[817](index=817&type=chunk) [ITEM 9A. Controls and Procedures](index=131&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management, with the participation of the CEO and CFO, evaluated the effectiveness of Ventas's disclosure controls and procedures as of December 31, 2023, concluding they were effective at a reasonable assurance level - Management, including the CEO and CFO, concluded that disclosure controls and procedures were effective as of December 31, 2023[818](index=818&type=chunk) - No changes in internal control over financial reporting materially affected, or are reasonably likely to materially affect, internal control over financial reporting during the fourth quarter of 2023[820](index=820&type=chunk) [ITEM 9B. Other Information](index=131&type=section&id=Item%209B.%20Other%20Information) During the three months ended December 31, 2023, no directors or officers adopted, terminated, or modified any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements - No directors or officers adopted, terminated, or modified Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during Q4 2023[821](index=821&type=chunk) [ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=131&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) Ventas reported that there are no disclosures required regarding foreign jurisdictions that prevent inspections - This item is not applicable[822](index=822&type=chunk) PART III This part incorporates by reference information on directors, executive officers, corporate governance, executive compensation, security ownership, related transactions, and principal accountant fees from the company's 2024 Proxy Statement [ITEM 10. Directors, Executive Officers and Corporate Governance](index=132&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) The information for this item, covering directors, executive officers, and corporate governance, is incorporated by reference from the company's definitive Proxy Statement for the 2024 Annual Meeting of Stockholders - Information regarding Directors, Executive Officers and Corporate Governance is incorporated by reference from the 2024 Annual Meeting of Stockholders Proxy Statement[825](index=825&type=chunk) [ITEM 11. Executive Compensation](index=132&type=section&id=Item%2011.%20Executive%20Compensation) The information for this item, pertaining to executive compensation, is incorporated by reference from the company's definitive Proxy Statement for the 2024 Annual Meeting of Stockholders - Information regarding Executive Compensation is incorporated by reference from the 2024 Annual Meeting of Stockholders Proxy Statement[826](index=826&type=chunk) [ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=132&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) The information for this item, concerning security ownership of certain beneficial owners and management, and related stockholder matters, is incorporated by reference from the company's definitive Proxy Statement for the 2024 Annual Meeting of Stockholders - Information regarding Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters is incorporated by reference from the 2024 Annual Meeting of Stockholders Proxy Statement[827](index=827&type=chunk) [ITEM 13. Certain Relationships and Related Transactions, and Director Independence](index=132&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) The information for this item, detailing certain relationships, related transactions, and director independence, is incorporated by reference from the company's definitive Proxy Statement for the 2024 Annual Meeting of Stockholders - Information regarding Certain Relationships and Related Transactions, and Director Independence is incorporated by reference from the 2024 Annual Meeting of Stockholders Proxy Statement[828](index=828&type=chunk) [ITEM 14. Principal Accountant Fees and Services](index=132&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) The information for this item, regarding principal accountant fees and services, is incorporated by reference from the company's definitive Proxy Statement for the 2024 Annual Meeting of Stockholders - Information regarding Principal Accountant Fees and Services is incorporated by reference from the 2024 Annual Meeting of Stockholders Proxy Statement[829](index=829&type=chunk) PART IV This part outlines the exhibits and financial statement schedules included in the report, confirming the absence of a Form 10-K Summary [ITEM 15. Exhibits and Financial Statement Schedules](index=133&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists all exhibits and financial statement schedules filed as part of the 10-K report, including financial statements, auditor reports, and various corporate documents - This item lists all financial statements and schedules included in Part II, Item 8, such as the Reports of Independent Registered Public Accounting Firm, Consolidated Balance Sheets, Statements of Income, Comprehensive Income, Equity, Cash Flows, and Notes to Consolidated Financial Statements[832](index=832&type=chunk) - It also includes Schedule III (Real Estate and Accumulated Depreciation) and Schedule IV (Mortgage Loans on Real Estate)[832](index=832&type=chunk) - A detailed table of exhibits is provided, including merger agreements, corporate governance documents, various debt indentures, and compensation plans, with many incorporated by reference from prior SEC filings[834](index=834&type=chunk)[835](index=835&type=chunk)[836](index=836&type=chunk)[837](index=837&type=chunk)[838](index=838&type=chunk)[840](index=840&type=chunk)[841](index=841&type=chunk)[842](index=842&type=chunk) [ITEM 16. Form 10-K Summary](index=146&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company states that no Form 10-K Summary is included in this report - No Form 10-K Summary is provided in this report[843](index=843&type=chunk)

Ventas, Inc. (NYSE:VTR) Q4 2023 Earnings Conference Call February 15, 2024 1:00 PM ET Company Participants Bill Grant - SVP, IR Debra Cafaro - Chairman & CEO Justin Hutchens - EVP, Senior Housing & CIO Robert Probst - EVP & CFO Peter Bulgarelli - EVP, Outpatient Medical & Research Conference Call Participants Michael Mueller - JPMorgan Chase & Co. Nicholas Joseph - Citigroup Richard Anderson - Wedbush Securities Ronald Kamdem - Morgan Stanley Connor Siversky - Wells Fargo Securities Juan Sanabria - BMO Capi ...

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 September 30, 2023 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 o ...