UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 28, 2010
VENTAS, INC.
(Exact Name of Registrant as Specified in Its Charter)
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| Delaware
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1-10989
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61-1055020 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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111 S. Wacker Drive, Suite 4800,
Chicago, Illinois
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60606 |
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(Zip Code) |
Registrant’s telephone number, including area code: (877) 483-6827
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. Results of Operations and Financial Condition.
On April 28, 2010, Ventas, Inc. (the “Company”) issued a press release announcing its results
of operations for the quarter ended March 31, 2010. The press release refers to supplemental
information regarding the Company, including its consolidated financial statements, that is
available on the Company’s website at www.ventasreit.com.
Copies of the press release and supplemental information are furnished herewith as Exhibits
99.1 and 99.2, respectively, and incorporated in this Item 2.02 by reference.
The press release states that the Company’s normalized funds from operations (“FFO”) for the
quarter ended March 31, 2010 were $105.2 million, or $0.67 per diluted common share, as compared to
$95.7 million, or $0.67 per diluted common share, for the quarter ended March 31, 2009. FFO, as
defined by the National Association of Real Estate Investment Trusts (“NAREIT”), for the first
quarter of 2010 was $103.0 million, or $0.66 per diluted common share, as compared to $94.5
million, or $0.66 per diluted common share, for the first quarter of 2009. The Company’s net
income attributable to common stockholders for the first quarter of 2010 was $52.6 million, or
$0.34 per diluted common share (after discontinued operations of $0.5 million), as compared to
$74.2 million, or $0.52 per diluted common share (after discontinued operations of $29.2 million),
for the comparable period in 2009.
The press release also states that the Company expects its normalized FFO for the year ending
December 31, 2010 to be between $2.69 and $2.75 per diluted common share. The Company expects its
net income attributable to common stockholders for 2010 to be between $1.38 and $1.47 per diluted
common share.
FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K includes forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. All statements regarding the Company’s or its tenants’, operators’,
managers’ or borrowers’ expected future financial position, results of operations, cash flows,
funds from operations, dividends and dividend plans, financing plans, business strategy, budgets,
projected costs, operating metrics, capital expenditures, competitive positions, acquisitions,
investment opportunities, merger integration, growth opportunities, dispositions, expected lease
income, continued qualification as a real estate investment trust (“REIT”), plans and objectives of
management for future operations and statements that include words such as “anticipate,” “if,”
“believe,” “plan,” “estimate,” “expect,” “intend,” “may,” “could,” “should,” “will” and other
similar expressions are forward-looking statements. These forward-looking statements are
inherently uncertain, and security holders must recognize that actual results may differ from the
Company’s expectations. The Company does not undertake a duty to update these forward-looking
statements, which speak only as of the date on which they are made.
The Company’s actual future results and trends may differ materially depending on a variety of
factors discussed in the Company’s filings with the Securities and Exchange Commission. These
factors include without limitation: (a) the ability and willingness of the Company’s tenants,
operators, borrowers, managers and other third parties to meet and/or
perform their obligations under their respective contractual arrangements with the Company,
including, in some cases, their obligations to indemnify, defend and hold harmless the Company from
and against various claims, litigation and liabilities; (b) the ability of the Company’s tenants,
operators, borrowers and managers to maintain the financial strength and liquidity necessary to
satisfy their respective obligations and liabilities to third parties, including without limitation
obligations under their existing credit facilities and other indebtedness; (c) the Company’s
success in implementing its business strategy and its ability to identify, underwrite, consummate,
finance and integrate diversifying acquisitions or investments, including those in different asset
types and outside the United States; (d) the nature and extent of future competition; (e) the
extent of future or pending healthcare reform and regulation, including cost containment measures
and changes in reimbursement policies, procedures and rates; (f) increases in the Company’s cost of
borrowing as a result of changes in interest rates and other factors; (g) the ability of the
Company’s operators and managers, as applicable, to deliver high quality services, to attract and
retain qualified personnel and to attract residents and patients; (h) the results of litigation
affecting the Company; (i) changes in general economic conditions and/or economic conditions in the
markets in which the Company may, from time to time, compete, and the effect of those changes on
the Company’s revenues and its ability to access the capital markets or other sources of funds; (j)
the Company’s ability to pay down, refinance, restructure and/or extend its indebtedness as it
becomes due; (k) the Company’s ability and willingness to maintain its qualification as a REIT due
to economic, market, legal, tax or other considerations; (l) final determination of the Company’s
taxable net income for the year ended December 31, 2009 and for the year ending December 31, 2010;
(m) the ability and willingness of the Company’s tenants to renew their leases with the Company
upon expiration of the leases and the Company’s ability to reposition its properties on the same or
better terms in the event such leases expire and are not renewed by the Company’s tenants or in the
event the Company exercises its right to replace an existing tenant upon default; (n) risks
associated with the Company’s senior living operating portfolio, such as factors causing volatility
in the Company’s operating income and earnings generated by its properties, including without
limitation national and regional economic conditions, costs of materials, energy, labor and
services, employee benefit costs and professional and general liability claims, and the timely
delivery of accurate property-level financial results for those properties; (o) the movement of
U.S. and Canadian exchange rates; (p) year-over-year changes in the Consumer Price Index and the
effect of those changes on the rent escalators, including the rent escalator for Master Lease 2
with Kindred Healthcare, Inc., and the Company’s earnings; (q) the Company’s ability and the
ability of its tenants, operators, borrowers and managers to obtain and maintain adequate liability
and other insurance from reputable and financially stable providers; (r) the impact of increased
operating costs and uninsured professional liability claims on the liquidity, financial condition
and results of operations of the Company’s tenants, operators, borrowers and managers, and the
ability of the Company’s tenants, operators, borrowers and managers to accurately estimate the
magnitude of those claims; (s) the ability and willingness of the lenders under the Company’s
unsecured revolving credit facilities to fund, in whole or in part, borrowing requests made by the
Company from time to time; (t) the impact of market or issuer events on the liquidity or value of
the Company’s investments in marketable securities; and (u) the impact of any financial,
accounting, legal or regulatory issues that may affect the Company or its major tenants, operators
or managers. Many of these factors are beyond the control of the Company and its management.