SEC Comment Letter for Ventas, Inc. (VTR) (CIK 0000740260) (VTR) — Jun 16, 2021
Ventas, Inc. (VTR) (CIK 0000740260)
Date: June 16, 2021 · CIK: 0000740260 · Accession: 0000000000-21-007440
AI Filing Summary & Sentiment
File numbers found in text: 001-10989
Letter
United States securities and exchange commission logo June 16, 2021 Robert F. Probst Executive Vice President and Chief Financial Officer Ventas, Inc. 353 N. Clark Street, Suite 3300 Chicago, IL 60654 Re:Ventas, Inc. Form 10-K for the Year Ended December 31, 2020 Filed February 23, 2021 File No. 001-10989 Dear Mr. Probst: We have reviewed your June 8, 2021 response to our comment letter and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our May 27, 2021 letter. Form 8-K filed May 7, 2021 Exhibits 1.We note your response to comment 2. Please address the following: •We note you label the measure as Normalized FAD. In light of the use of the term normalized, please tell us how you determined it was appropriate to adjust to include the cash impact of lease terminations and modifications. Within your response, please address if you determined such adjustments are representative of your ongoing operating performance and/or normal cash inflows. In addition, please tell us if these adjustments result in a measure that reflects your operating performance and your ability to make distributions that is presented on a consistent basis for all periods presented. •Please tell us how you considered Question 100.03 from the Compliance
FirstName LastNameRobert F. Probst Comapany NameVentas, Inc. June 16, 2021 Page 2 FirstName LastName Robert F. Probst Ventas, Inc. June 16, 2021 Page 2 & Disclosure Interpretations for Non-GAAP Financial Measures in your presentation of Normalized FAD. Within your response, please address that it appears that Normalized FAD includes non-recurring gains (i.e. cash impact for lease terminations and modifications) but does not appear to include non-recurring charges. You may contact William Demarest, Staff Accountant at 202-551-3432 or Jennifer Monick, Assistant Chief Accountant at 202-551-3295 if you have any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction
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United States securities and exchange commission logo
June 16, 2021
Robert F. Probst
Executive Vice President and Chief Financial Officer
Ventas, Inc.
353 N. Clark Street, Suite 3300
Chicago, IL 60654
Re:Ventas, Inc.
Form 10-K for the Year Ended December 31, 2020
Filed February 23, 2021
File No. 001-10989
Dear Mr. Probst:
We have reviewed your June 8, 2021 response to our comment letter and have the
following comment. In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments in our
May 27, 2021 letter.
Form 8-K filed May 7, 2021
Exhibits
1.We note your response to comment 2. Please address the following:
•We note you label the measure as Normalized FAD. In light of the use of the term
normalized, please tell us how you determined it was appropriate to adjust to
include the cash impact of lease terminations and modifications. Within your
response, please address if you determined such adjustments are representative of
your ongoing operating performance and/or normal cash inflows. In addition, please
tell us if these adjustments result in a measure that reflects your operating
performance and your ability to make distributions that is presented on a consistent
basis for all periods presented.
•Please tell us how you considered Question 100.03 from the Compliance
FirstName LastNameRobert F. Probst
Comapany NameVentas, Inc.
June 16, 2021 Page 2
FirstName LastName
Robert F. Probst
Ventas, Inc.
June 16, 2021
Page 2
& Disclosure Interpretations for Non-GAAP Financial Measures in your presentation
of Normalized FAD. Within your response, please address that it appears that
Normalized FAD includes non-recurring gains (i.e. cash impact for lease terminations
and modifications) but does not appear to include non-recurring charges.
You may contact William Demarest, Staff Accountant at 202-551-3432 or Jennifer
Monick, Assistant Chief Accountant at 202-551-3295 if you have any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction