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    Ventas Inc (VTR)

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    Ventas, Inc. is a real estate investment trust (REIT) that specializes in healthcare and real estate, primarily catering to the aging population . The company operates through three main business segments, offering senior housing communities, outpatient medical buildings, research centers, hospitals, and healthcare facilities across North America and the United Kingdom . Ventas focuses on generating reliable and growing cash flows, maintaining a high-quality asset portfolio, and preserving financial strength and flexibility .

    1. Senior Housing Operating Portfolio (SHOP) - Manages and operates senior housing communities, providing resident fees and services.
    2. Outpatient Medical and Research Portfolio (OM&R) - Generates rental income and third-party capital management revenues from outpatient medical buildings and research centers.
    3. Triple-Net Leased Properties (NNN) - Secures rental income from leasing properties such as hospitals and healthcare facilities.
    4. Non-Segment Revenues - Includes income from loans and investments, as well as interest and other income.
    NamePositionStart DateShort Bio
    Debra A. CafaroChairman and Chief Executive Officer1999Debra A. Cafaro has been the Chief Executive Officer and a director of Ventas, Inc. since 1999 and has served as the Chairman of the Board of Directors since 2003. Under her leadership, Ventas has transformed into one of the world's foremost REITs, with the company's market capitalization growing significantly .
    Robert F. ProbstExecutive Vice President and Chief Financial OfficerOctober 2014Robert F. Probst has been the Executive Vice President and Chief Financial Officer of Ventas, Inc. since October 2014. He plays a key role in finance, accounting, IT, tax, strategy, and investor relations .
    Peter J. BulgarelliExecutive Vice President, Outpatient Medical & Research; President and CEO, Lillibridge Healthcare Services, Inc.April 2018Peter J. Bulgarelli joined Ventas in April 2018 and is responsible for Ventas's integrated outpatient medical and research platform, including outpatient medical and university-based research center portfolios .
    J. Justin HutchensExecutive Vice President, Senior Housing and Chief Investment OfficerMarch 2020J. Justin Hutchens has been serving as the Executive Vice President, Senior Housing since March 2020 and was appointed Chief Investment Officer in January 2023. He manages the company's senior housing portfolio and capital allocation strategy .
    Carey S. RobertsExecutive Vice President, General Counsel and Ethics & Compliance OfficerMarch 2020Carey S. Roberts has been serving as the Executive Vice President, General Counsel, and Ethics & Compliance Officer since March 2020. She oversees legal, compliance, and enterprise risk management functions and ESG initiatives .
    Theodore BigmanBoard Member, Investment Committee Member2024Theodore R. Bigman joined the Board of Directors in 2024. He has over 30 years of investment experience in the REIT industry and previously held senior positions at Morgan Stanley Investment Management .
    Joe V. Rodriguez, Jr.Board Member, Nominating, Governance and Corporate Responsibility Committee MemberMarch 4, 2024Joe V. Rodriguez, Jr. has been serving on the Board since March 4, 2024. He brings significant experience in capital markets, finance, and portfolio management .
    Roxanne M. MartinoLead Independent Director (effective following the 2024 Annual Meeting)2016Roxanne M. Martino has been a director since 2016 and was appointed as the Lead Independent Director effective immediately following the 2024 Annual Meeting. She has extensive experience as an institutional investor and industry leader .
    James D. SheltonRetiring Lead Independent Director (effective immediately prior to the 2024 Annual Meeting)2008James D. Shelton has served as the Lead Independent Director since 2016 and has been a director since 2008. He has extensive experience in healthcare, executive leadership, and strategic planning .
    1. Regarding the potential 25% to 30% rent reduction from the lease negotiations with Kindred for the 23 LTACs starting May 2025, how do you plan to offset the anticipated decline in NOI of approximately $110 million annually and mitigate the impact on your financials?

    2. With your increased investment activity in senior housing, including plans for an additional $400 million in 2024 investments bringing the total to $750 million, how are you ensuring these investments will achieve the projected unlevered IRRs in the low to mid-teens amid current market conditions and potential risks?

    3. Given that your SHOP same-store NOI growth guidance implies deceleration in the back half of the year despite operating leverage and low portfolio occupancy, can you elaborate on the specific factors beyond seasonality that may limit sustaining the mid-teen growth rates achieved year-to-date?

    4. Considering the perception that staying at home might be cheaper than senior care, what specific strategies are you implementing to educate consumers about the benefits and cost-effectiveness of senior housing to address potential market reluctance and drive occupancy growth?

    5. With your exchangeable notes being in the money and a conversion price just below $55, how do you plan to account for potential dilution and manage the impact on your fully diluted shares if the stock price remains above the conversion price?

    Program DetailsProgram 1
    Approval DateN/A
    End Date/DurationN/A
    Total additional amountN/A
    Remaining authorizationN/A
    DetailsThe company does not have a publicly announced repurchase plan or program in effect. The repurchases of common stock that have been made are primarily for the purpose of withholding shares to pay taxes on the vesting of restricted stock and restricted stock units (including time-based and performance-based awards), or to pay taxes and/or exercise price on the exercise of stock options granted to employees.
    YearAmount Due (in billions)Debt TypeInterest Rate (%)% of Total Debt
    20251.822 2.65% Senior Notes, 3.50% Senior Notes, Unsecured Term Loan 2.65 - 3.50 13.2% = (1.822 / 13.772) * 100
    20262.077 4.125% Senior Notes, 3.75% Exchangeable Senior Notes, 3.25% Senior Notes 3.25 - 4.125 15.1% = (2.077 / 13.772) * 100
    20271.618 Unsecured Term Loans, 2.45% Senior Notes Series G (CAD), 3.85% Senior Notes 2.45 - 3.85 11.7% = (1.618 / 13.772) * 100
    20281.530 4.00% Senior Notes, 5.398% Senior Notes Series I (CAD) 4.00 - 5.398 11.1% = (1.530 / 13.772) * 100
    Thereafter6.668 Various Senior Notes maturing 2029-2049 2.50 - 6.90 48.4% = (6.668 / 13.772) * 100
    CustomerRelationshipSegmentDetails
    Atria Senior Living
    Manager
    Senior Housing Operating
    Contributed 20.1% of total NOI in 2023.
    Sunrise Senior Living
    Manager
    Senior Housing Operating
    Contributed 4.5% of total NOI in 2023.
    Brookdale Senior Living
    Triple-Net Tenant
    Triple-Net Properties
    Contributed 7.7% of total NOI in 2023.
    Ardent Health Partners
    Triple-Net Tenant
    Triple-Net Properties
    Contributed 6.9% of total NOI in 2023.
    Kindred Healthcare
    Triple-Net Tenant
    Triple-Net Properties
    Contributed 6.9% of total NOI in 2023.
    NameStart DateEnd DateReason for Change
    KPMG LLPJuly 9, 2014 PresentCurrent auditor.
    Ernst & Young LLP (EY)N/AJuly 5, 2014 EY determined it was not independent due to an inappropriate personal relationship.

    Recent developments and announcements about VTR.

    Financial Reporting

      Auditor Changes

      ·
      Jul 11, 2014, 12:00 AM

      Ventas, Inc. has changed its auditor. As of July 9, 2014, the company engaged KPMG LLP as its new independent public accounting firm. This change was due to the termination of Ernst & Young LLP (EY) after it was determined that EY was not independent because of an inappropriate personal relationship between an EY partner and a Ventas executive. The termination was not related to Ventas's financial reporting or accounting practices .