VTR Ventas Inc

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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 24, 2015

VENTAS, INC.
(Exact Name of Registrant as Specified in Its Charter)

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:

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
⃞ 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 24, 2015, Ventas, Inc. (the “Company”) issued a press release announcing its results of operations for the quarter ended March 31, 2015.  A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated in this Item 2.02 by reference.

Item 9.01.          Financial Statements and Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

EXHIBIT INDEX

Exhibit 99.1

Ventas Reports Record 2015 First Quarter Results and Increases Guidance

• Record 2015 First Quarter Normalized FFO Grows Eight Percent to $1.18 Per Diluted Share
• Total 2015 First Quarter Investments Exceed $3.5 Billion
• Increases 2015 Normalized FFO Guidance to $4.67 to $4.75 Per Diluted Share

CHICAGO--(BUSINESS WIRE)--April 24, 2015--Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) today reported that normalized Funds From Operations (“FFO”) for the quarter ended March 31, 2015 increased 20 percent to $387.5 million, from $323.4 million for the comparable 2014 period. Normalized FFO per diluted common share grew eight percent to $1.18 for the quarter ended March 31, 2015, as compared to $1.09 for the comparable 2014 period. Weighted average diluted shares outstanding for the first quarter of 2015 increased to 329.2 million, compared to 296.2 million in 2014.

Record Results, Value Creating Acquisitions and Innovative Transactions

“Once again, we are pleased to report record results, in line with our expectations, driven by accretive acquisitions, well-executed capital markets transactions and active asset management of our diverse, high-quality portfolio,” Ventas Chairman and Chief Executive Officer Debra A. Cafaro said. “Our recently announced spin-off of most of our skilled nursing portfolio into a pure-play REIT and our pending Ardent hospital acquisition will create two focused higher growth companies and enhance our leading position in healthcare and senior living real estate.”

Net income attributable to common stockholders for the quarter ended March 31, 2015 was $120.4 million, or $0.37 per diluted common share. Net income attributable to common stockholders for the quarter ended March 31, 2014 was $121.0 million, or $0.41 per diluted common share. Net income attributable to common stockholders for the quarter ended December 31, 2014 was $107.2 million, or $0.36 per diluted common share.

FFO, as defined by the National Association of Real Estate Investment Trusts (“NAREIT”), for the first quarter of 2015 was $358.8 million, or $1.09 per diluted common share. NAREIT FFO for the first quarter of 2014 was $309.8 million, or $1.05 per diluted common share. NAREIT FFO per share growth was lower than normalized FFO per share growth for the same period due principally to the exclusion of transaction costs in both periods in normalized FFO, consistent with the Company’s guidance and historical practice.

First Quarter 2015 Highlights

• Same-store cash net operating income (“NOI”) growth for the Company’s total portfolio (1,344 assets) was 3.2 percent, expressed in constant currency, for the quarter ended March 31, 2015 compared to the same period in 2014.
• Total seniors housing operating portfolio (“SHOP”) NOI was $148.6 million, an increase of 21 percent over the comparable 2014 period. Same-store SHOP NOI grew 0.9 percent, expressed in constant currency, for the 234 same-store properties over first quarter 2014 results. The year earlier period benefited from $2.2 million in real estate tax credits; without such credit, same-store NOI growth would have been 2.7%.
• In January 2015, the Company completed its previously announced acquisition of 152 healthcare and senior living assets owned by American Realty Capital Healthcare Trust, Inc. (“HCT”) in a stock and cash transaction. The transaction was funded with 28.4 million shares of Ventas common stock, 1.1 million units redeemable for shares of Ventas common stock, cash and the assumption of debt.
• Ventas made investments totaling $3.6 billion during the first quarter of 2015, including five care homes in the U.K., twelve skilled nursing facilities and development and redevelopment fundings approximating $33.5 million.
• In January 2015, Ventas issued and sold $1.1 billion of senior notes with a weighted average interest rate below 3.7 percent and a weighted average maturity of 15 years. The issuances were composed of $900 million aggregate principal amount of USD senior notes and CAD notes of 250 million.
• During the first quarter of 2015, Ventas issued and sold a total of 3.8 million shares of common stock for aggregate proceeds of approximately $290 million (before sales commissions) under its “at the market” (“ATM”) equity offering program. Ventas replaced its expiring shelf registration statement during the quarter and in conjunction therewith replaced its prior ATM program with a new ATM program. The Company has not issued any shares under the new ATM program.
• Year-to-date, Ventas has sold 45 properties and received final repayment on loans receivable for approximately $474 million in aggregate proceeds. The GAAP yield on the dispositions and loan repayments was seven percent.

Recent Developments

• In April 2015, Ventas announced its plan to spin off (the “Spin-Off”) most of its skilled nursing facility (“SNF”) portfolio into an independent, publicly traded REIT named Care Capital Properties, Inc. (“CCP”). The transaction is expected to be completed in the second half of 2015 and is intended to qualify as a tax-free distribution to Ventas shareholders. CCP filed its Form 10 registration statement relating to the Spin-Off with the Securities and Exchange Commission on April 23, 2015.
• Ventas also announced in April 2015 its plan to acquire privately-owned Ardent Medical Services, Inc. (with its affiliates, “Ardent Health Services”), one of the ten largest for-profit hospital companies in the U.S. The accretive transaction, which is expected to close mid-year 2015, will also consist of (a) a buy-out of a minority partner interest for incremental investment, (b) the separation of Ardent Health Services’ hospital operations from its owned real estate and (c) the sale of these hospital operations to one or more newly formed entities (collectively, “Ardent”), to be owned by current management of Ardent Health Services, other equity sources, and up to 9.9 percent by Ventas. Ventas and Ardent will enter into pre-agreed long-term triple-net leases with an expected going in cash yield exceeding 7 percent on a projected $1.4 billion net real estate investment value. The transaction is subject to the satisfaction of certain specified closing conditions, including receipt of regulatory approvals.
• The Company’s net debt to Adjusted Pro Forma EBITDA (as defined herein) at March 31, 2015 is 5.7x. Current debt-to-enterprise value now stands at 32 percent.
• The Company currently has a strong liquidity position, with approximately $1.7 billion available under its revolving credit facility, as well as $71 million of cash on hand.
• The Company paid a dividend of $0.79 per share during the first quarter, in two installments, a nine percent increase over the first quarter of 2014.

Increasing 2015 Normalized FFO Guidance

Ventas currently expects its 2015 normalized FFO per diluted share to increase to a range between $4.67 and $4.75. This updated guidance range represents four to six percent growth in normalized FFO per share over 2014. Second quarter 2015 normalized FFO per diluted share growth is expected to be below this full-year growth range due to timing of dispositions, reinvestments and fee income. Ventas currently expects its 2015 NAREIT FFO per diluted share to range between $4.47 and $4.59, due principally to deal costs related to its investment activity.

The Company’s expectations include its pending acquisition of Ardent Health Services, funded on a leverage neutral basis, upon the terms and timing discussed above. This guidance does not take into account any impact from the Spin-Off of CCP. The Company’s guidance assumes about $600 million in property dispositions and receipt of loan repayments, substantially all of which were completed and received in the first quarter of 2015, with mid-year reinvestment of net proceeds into the Ardent acquisition. No further investment or disposition activity is included in the Company’s guidance range.

Same-store cash NOI is forecast to grow 2.5 to 3.5 percent in 2015, which is consistent with previous guidance.

A reconciliation of the Company’s guidance to the Company’s projected GAAP earnings is included in this press release.

FIRST QUARTER CONFERENCE CALL

Ventas will hold a conference call to discuss this earnings release today at 10:00 a.m. Eastern Time (9:00 a.m. Central Time). The dial-in number for the conference call is (866) 700-6293 (or (617) 213-8835 for international callers). The participant passcode is “Ventas.” The conference call is being webcast live by NASDAQ OMX and can be accessed at the Company’s website at www.ventasreit.com. A replay of the webcast will be available following the call online, or by calling (888) 286-8010 (or (617) 801-6888 for international callers), passcode 31511307, beginning at approximately 2:00 p.m. Eastern Time and will remain available for 35 days.

Ventas, Inc., an S&P 500 company, is a leading real estate investment trust. Its diverse portfolio of more than 1,600 assets in the United States, Canada and the United Kingdom consists of seniors housing communities, medical office buildings, skilled nursing facilities, hospitals and other properties. Through its Lillibridge subsidiary, Ventas provides management, leasing, marketing, facility development and advisory services to highly rated hospitals and health systems throughout the United States. More information about Ventas and Lillibridge can be found at www.ventasreit.com and www.lillibridge.com.

Supplemental information regarding the Company can be found on the Company’s website under the “Investor Relations” section or at www.ventasreit.com/investor-relations/financial-information/supplemental-information. A comprehensive listing of the Company’s properties is available at www.ventasreit.com/our-portfolio/properties-by-location.

This press release 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. These statements include, but are not limited to, statements regarding the expected timing of the completion of the proposed transaction with Ardent Health Services and the Spin-Off, the benefits of the proposed transaction with Ardent Health Services and the Spin-Off, including future financial and operating results, statements regarding plans, objectives, and expectations relating to the proposed transaction with Ardent Health Services and the Spin-Off and other statements that are not historical facts. In addition, all statements regarding the Company’s or its tenants’, operators’, borrowers’ or managers’ expected future financial condition, results of operations, cash flows, funds from operations, dividends and dividend plans, financing opportunities and plans, capital markets transactions, business strategy, budgets, projected costs, operating metrics, capital expenditures, competitive positions, acquisitions, investment opportunities, dispositions, merger or acquisition integration, growth opportunities, 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 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 tenants, operators, borrowers, managers and other third parties to satisfy 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 the Company’s ability to identify, underwrite, finance, consummate and integrate diversifying acquisitions and investments, including investments in different asset types and outside the United States; (d) macroeconomic conditions such as a disruption of or lack of access to the capital markets, changes in the debt rating on U.S. government securities, default or delay in payment by the United States of its obligations, and changes in the federal or state budgets resulting in the reduction or nonpayment of Medicare or Medicaid reimbursement rates; (e) the nature and extent of future competition, including new construction in the markets in which the Company’s seniors housing communities and medical office buildings (“MOBs”) are located; (f) the extent of future or pending healthcare reform and regulation, including cost containment measures and changes in reimbursement policies, procedures and rates; (g) increases in the Company’s borrowing costs as a result of changes in interest rates and other factors; (h) the ability of the Company’s operators and managers, as applicable, to comply with laws, rules and regulations in the operation of the Company’s properties, to deliver high-quality services, to attract and retain qualified personnel and to attract residents and patients; (i) changes in general economic conditions 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, earnings and funding sources; (j) the Company’s ability to pay down, refinance, restructure or extend its indebtedness as it becomes due; (k) the Company’s ability and willingness to maintain its qualification as a REIT in light of economic, market, legal, tax and other considerations; (l) final determination of the Company’s taxable net income for the year ended December 31, 2014 and for the year ending December 31, 2015; (m) the ability and willingness of the Company’s tenants to renew their leases with the Company upon expiration of the leases, the Company’s ability to reposition its properties on the same or better terms in the event of nonrenewal or in the event the Company exercises its right to replace an existing tenant or manager, and obligations, including indemnification obligations, the Company may incur in connection with the replacement of an existing tenant or manager; (n) risks associated with the Company’s senior living operating portfolio, such as factors that can cause volatility in the Company’s operating income and earnings generated by those properties, including without limitation national and regional economic conditions, costs of food, materials, energy, labor and services, employee benefit costs, insurance costs and professional and general liability claims, and the timely delivery of accurate property-level financial results for those properties; (o) changes in exchange rates for any foreign currency in which the Company may, from time to time, conduct business; (p) year-over-year changes in the Consumer Price Index or the UK Retail Price Index and the effect of those changes on the rent escalators contained in the Company’s leases 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 property, liability and other insurance from reputable, financially stable providers; (r) the impact of increased operating costs and uninsured professional liability claims on the Company’s liquidity, financial condition and results of operations or that of the Company’s tenants, operators, borrowers and managers, and the ability of the Company and the Company’s tenants, operators, borrowers and managers to accurately estimate the magnitude of those claims; (s) risks associated with the Company’s MOB portfolio and operations, including the Company’s ability to successfully design, develop and manage MOBs, to accurately estimate its costs in fixed fee-for-service projects and to retain key personnel; (t) the ability of the hospitals on or near whose campuses the Company’s MOBs are located and their affiliated health systems to remain competitive and financially viable and to attract physicians and physician groups; (u) the Company’s ability to build, maintain and expand its relationships with existing and prospective hospital and health system clients; (v) risks associated with the Company’s investments in joint ventures and unconsolidated entities, including its lack of sole decision-making authority and its reliance on its joint venture partners’ financial condition; (w) the impact of market or issuer events on the liquidity or value of the Company’s investments in marketable securities; (x) merger and acquisition activity in the seniors housing and healthcare industries resulting in a change of control of, or a competitor’s investment in, one or more of the Company’s tenants, operators, borrowers or managers or significant changes in the senior management of the Company’s tenants, operators, borrowers or managers; (y) the impact of litigation or any financial, accounting, legal or regulatory issues that may affect the Company or its tenants, operators, borrowers or managers; (z) changes in accounting principles, or their application or interpretation, and the Company’s ability to make estimates and the assumptions underlying the estimates, which could have an effect on the Company’s earnings; (aa) the inability to complete the acquisition of Ardent Health Services and the separation and sale of Ardent Health Services’ hospital operations on terms acceptable to Ventas or at all; (bb) the failure to satisfy any conditions to completion of the Ardent Health Services transaction on terms acceptable to Ventas or at all; (cc) the occurrence of any event, change or other circumstances that could give rise to the termination of the Ardent Health Services purchase agreement or any other agreement relating to the transaction; (dd) the risk that the expected benefits of the Ardent Health Services transaction, including financial results, may not be fully realized or may take longer to realize than expected; (ee) risks related to disruption of management’s attention from ongoing business operations due to the proposed Ardent Health Services transaction; (ff) the effect of the announcement of the proposed Ardent Health Services transaction on Ventas’s or Ardent Health Services’ relationships with their respective customers, tenants, lenders, operating results and businesses generally; (gg) uncertainties as to the completion and timing of the Spin-Off; (hh) the failure to satisfy any conditions to complete the Spin-Off, (ii) the expected tax treatment of the Spin-Off, (jj) the inability to obtain certain third party consents required to transfer certain properties in connection with the Spin-Off; and (kk) the impact of the Spin-Off on the businesses of Ventas and CCP. Many of these factors are beyond the control of the Company and its management.

Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. However, since real estate values have historically risen or fallen with market conditions, many industry investors deem presentations of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. For that reason, the Company considers FFO, normalized FFO and FAD to be appropriate measures of operating performance of an equity REIT. In particular, the Company believes that normalized FFO is useful because it allows investors, analysts and Company management to compare the Company’s operating performance to the operating performance of other real estate companies and between periods on a consistent basis without having to account for differences caused by unanticipated items and other events such as transactions and litigation. In some cases, the Company provides information about identified non-cash components of FFO and normalized FFO because it allows investors, analysts and Company management to assess the impact of those items on the Company’s financial results.

The Company uses the NAREIT definition of FFO. NAREIT defines FFO as net income (computed in accordance with GAAP) excluding gains (or losses) from sales of real estate property, including gain on re-measurement of equity method investments, and impairment write-downs of depreciable real estate, 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 the following income and expense items (which may be recurring in nature): (a) merger-related costs and expenses, including amortization of intangibles, transition and integration expenses, and deal costs and expenses, including expenses and recoveries relating to acquisition lawsuits; (b) the impact of any expenses related to asset impairment and valuation allowances, the write-off of unamortized deferred financing fees, or additional costs, expenses, discounts, make-whole payments, penalties or premiums incurred as a result of early retirement or payment of the Company’s debt; (c) the non-cash effect of income tax benefits or expenses and derivative transactions that have non-cash mark-to-market impacts on the Company’s income statement; (d) except as specifically stated in the case of guidance, the impact of future acquisitions or divestitures (including pursuant to tenant options to purchase) and capital transactions; (e) the financial impact of contingent consideration, charitable donations made to the Ventas Charitable Foundation, gains and losses for non-operational foreign currency hedge agreements and changes in the fair value of financial instruments; and (f) expenses related to the re-audit and re-review in 2014 of the Company’s historical financial statements and related matters. FAD represents normalized FFO excluding non-cash components, straight-line rental adjustments and capital expenditures, including tenant allowances and leasing commissions.

FFO, normalized FFO and FAD presented herein may not be comparable to similar measures 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 they 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, normalized FFO and FAD should be examined in conjunction with net income as presented elsewhere herein.

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CONTACT:
Ventas, Inc.
Lori B. Wittman
(877) 4-VENTAS