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): January 26, 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 January 26, 2010, Ventas, Inc. (the “Company”) issued a press release announcing its
preliminary 2009 normalized Funds From Operations (“FFO”) results.
A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated in this
Item 2.02 by reference.
The press release states that the Company expects to report normalized FFO for the year ended
December 31, 2009 in the range of $2.67 to $2.68 per diluted share. The Company expects to report
2009 net income attributable to common stockholders in the range of $1.72 to $1.74 per diluted
share.
Historical cost
accounting for real estate assets implicitly assumes that the value of real estate assets
diminishes predictably over time. Since real estate values instead have historically risen or
fallen with market conditions, many industry investors have considered presentations of operating
results for real estate companies that use historical cost accounting to be insufficient by
themselves. To overcome this problem, the Company considers FFO, normalized FFO and Funds
Available for Distribution (“FAD”) appropriate measures of performance of an equity
REIT. The Company uses the National Association of Real Estate
Investment Trusts (“NAREIT”) definition of FFO. NAREIT defines FFO as net income, computed in
accordance with U.S. generally accepted accounting principles
(“GAAP”), excluding gains (or losses) from sales of property, plus real estate
depreciation and amortization, and after adjustments for unconsolidated partnerships and joint
ventures. Adjustments for unconsolidated partnerships and joint ventures will be calculated to
reflect FFO on the same basis. The Company defines normalized FFO as FFO excluding income and
expense items that it considers to be non-routine to its core business. FAD represents normalized
FFO excluding straight-line rental adjustments and routine capital expenditures.
FFO, normalized FFO
and FAD presented by the Company are not necessarily comparable to FFO and FAD presented by other
real estate companies due to the fact that not all real estate companies use the same definitions.
FFO, normalized FFO and FAD should not be considered as alternatives to net income (determined in
accordance with GAAP) as indicators of the Company’s financial performance or as alternatives
to cash flow from operating activities (determined in accordance with GAAP) as measures of the
Company’s liquidity, nor are FFO, normalized FFO or FAD necessarily indicative of sufficient
cash flow to fund all of the Company’s needs. The Company believes that in order to facilitate
a clear understanding of the consolidated historical operating results of the Company, FFO and FAD
should be examined in conjunction with net income as presented by the Company.
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, 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 from expectations
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 operators, tenants, 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 the Company harmless from
and against various claims, litigation and liabilities; (b) the ability of the Company’s operators,
tenants, 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 operators, tenants, 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 operators, tenants,
borrowers and managers, and the ability of the Company’s operators, tenants, 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’s major
tenants, operators or managers. Many of these factors are beyond the control of the Company and
its management.
Item 9.01. Financial Statements and Exhibits.
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(a) |
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Financial Statements of Businesses Acquired. |
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Not applicable. |
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(b) |
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Pro Forma Financial Information. |
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Not applicable. |