01—Abstract
Summary
Summary of the 10-K/A filed March 31, 2009. Cited figures are marked; the original filing is the authoritative source.
Ventas, Inc. filed Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2008, on March 31, 2009.
The amendment amends the original 10-K filed February 27, 2009. Its sole purpose is to restate the "Cautionary Statements" section of the foreword so that ElderTrust Operating Limited Partnership's ("ETOP") separate 10-K for 2008, filed the same day, is incorporated by reference into the original filing. Ventas owns substantially all of the partnership interests in ETOP, and ETOP's financial results are reflected in Ventas's consolidated results in the Original Filing.
The amendment does not update other disclosures and states that all other information in the Original Filing is unchanged. The filing states that Ventas is a Delaware corporation headquartered in Chicago, Illinois, with common stock listed on the New York Stock Exchange. As of February 24, 2009, 143,404,798 shares were outstanding.
The aggregate market value of common stock held by non-affiliates, based on the June 30, 2008 closing price, was approximately $5.8 billiona. Ventas is a large accelerated filer and a well-known seasoned issuer. The amendment lists the factors that could cause actual results to differ materially.
These include operator, tenant and borrower performance, healthcare reform, interest rates, competition, REIT qualification, senior living operating risks, exchange rates, and the Consumer Price Index's effect on rent escalators, including the escalator for Master Lease 2 with Kindred. Investors seeking Ventas's financial statements, MD&A, and risk factors should refer to the Original Filing.
02—Key points
Key Highlights
- Form 10-K/A (Amendment No. 1) for fiscal year ended December 31, 2008, filed March 31, 2009, amending the original 10-K filed February 27, 2009.
- Sole purpose: restate the Cautionary Statements to incorporate by reference ElderTrust Operating Limited Partnership's 2008 Form 10-K, filed March 31, 2009.
- Ventas owns substantially all partnership interests in ETOP; ETOP's results are reflected in Ventas's consolidated results in the Original Filing.
- Approximately $5.8 billion aggregate market value of common stock held by non-affiliates, based on the June 30, 2008 closing price.
- 143,404,798 shares of common stock outstanding as of February 24, 2009.
- Forward-looking risk factors cited include operator and tenant credit, healthcare reform, interest rates, REIT qualification, and Master Lease 2 rent escalators tied to the Consumer Price Index.
- Currently dated CEO and CFO certifications are included as exhibits; all other Original Filing information is unchanged.
03—One dollar
04—Financials
Financial Highlights
Figures from 10-K/AFY2008filed March 31, 2009Financial Statements
FY2008 against FY2007
| Line item | FY2008FY2007 | Change |
|---|---|---|
| Revenue | $919.14M$746.70M | +23.1% |
| Operating Expenses | $781.62M$636.34M | +22.8% |
| Interest Expense | $202.62M$196.66M | +3.0% |
| Net Income | $225.29M$280.58M | −19.7% |
| EPS (Basic) | $1.59$2.23 | −28.7% |
| EPS (Diluted) | $1.59$2.22 | −28.4% |
| Shares Outstanding (Basic) | 139.57M122.60M | +13.8% |
| Shares Outstanding (Diluted) | 139.91M123.01M | +13.7% |
05—Questions
Frequently Asked Questions
Why was this amendment filed?
The amendment restates the Cautionary Statements in the foreword to incorporate by reference ElderTrust Operating Limited Partnership's Annual Report on Form 10-K for 2008, which was filed with the SEC on March 31, 2009. It does not change other information in the Original Filing.
What is ElderTrust Operating Limited Partnership's relationship to Ventas?
Ventas owns substantially all of the partnership interests in ETOP, and ETOP's financial results are reflected in Ventas's consolidated financial results included in the Original Filing.
How many shares of Ventas common stock were outstanding and what was the non-affiliate market value?
As of February 24, 2009, 143,404,798 shares were outstanding. The aggregate market value held by non-affiliates, based on the June 30, 2008 closing price, was approximately $5.8 billion.
What factors could cause Ventas's actual results to differ from expectations?
The filing cites factors including the ability of operators, tenants, borrowers and managers to meet their obligations, healthcare reform and reimbursement changes, rising borrowing costs, competition, litigation, the company's ability to maintain REIT qualification, senior living operating volatility, U.S. and Canadian exchange rates, and the effect of Consumer Price Index changes on rent escalators.
06—Continue