Cover and table of contents
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Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
| (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, 2020 | ||||||||||||||||||||||
| OR | |||||||||||||||||||||||
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE | ||||||||||||||||||||||
| ACT OF 1934 FOR THE TRANSITION PERIOD FROM | TO |
Commission file number: 1-10989
Ventas, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 61-1055020 | |||||||
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
353 N. Clark Street, Suite 3300
Chicago, Illinois
United States
(Address of Principal Executive Offices)
60654 (Zip Code)
Not Applicable (877) 483-6827
| (Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report) | (Registrant’s Telephone Number, Including Area Code) |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | x | Accelerated filer ¨ | Non-accelerated filer | ☐ | ||||||||||||||||
| Smaller reporting company | ☐ | Emerging growth company | ☐ |
Securities registered pursuant to Section 12(b) of the Act:
| Trading symbol: | Class of Common Stock: | Name of exchange on which registered: | ||||||||||||
| VTR | Common Stock, $0.25 par value | New York Stock Exchange |
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Outstanding at November 3, 2020: | ||||||||||||||
| 374,570,775 |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x
EXPLANATORY NOTE
This Amendment No. 1 to the Form 10-Q (this “Amendment”) amends the Quarterly Report on Form 10-Q of Ventas, Inc. for the period ended September 30, 2020 (the “Form 10-Q”) filed earlier today on November 6, 2020 for the sole purpose of correcting a clerical error. The clerical error resulted in Item 6. Exhibits and the Signatures to be missing from the Form 10-Q as originally submitted.
As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Amendment. No other changes have been made to the Form 10-Q. For the convenience of the reader, this Amendment restates in its entirety, as amended, the original Form 10-Q. This Amendment does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way the substantive disclosures made in the Form 10-Q.
VENTAS, INC.
FORM 10-Q/A
INDEX
| Page | ||||||||||||||
| PART I—FINANCIAL INFORMATION | ||||||||||||||
| Item 1. | Consolidated Financial Statements (Unaudited) | 1 | ||||||||||||
| Consolidated Balance Sheets as of September 30, 2020 and December 31, 2019 | 1 | |||||||||||||
| Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2020 and 2019 | 2 | |||||||||||||
| Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2020 and 2019 | 3 | |||||||||||||
| Consolidated Statements of Equity for the Three and Nine Months Ended September 30, 2020 and 2019 | 4 | |||||||||||||
| Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2020 and 2019 | 6 | |||||||||||||
| Notes to Consolidated Financial Statements | 8 | |||||||||||||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 34 | ||||||||||||
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 61 | ||||||||||||
| Item 4. | Controls and Procedures | 63 | ||||||||||||
| PART II—OTHER INFORMATION | ||||||||||||||
| Item 1. | Legal Proceedings | 64 | ||||||||||||
| Item 1A. | Risk Factors | 64 | ||||||||||||
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 65 | ||||||||||||
| Item 5. | Other Information | 65 | ||||||||||||
| Item 6. | Exhibits | 66 |
PART I—FINANCIAL INFORMATION
Next: Item 1. CONSOLIDATED FINANCIAL STATEMENTS