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8-K - 8-K - Ventas, Inc.a11-23761_18k.htm

 

Exhibit 99.1

 

GRAPHIC

 

Ventas, Inc.         111 South Wacker Drive, Suite 4800         Chicago, Illinois 60606         (877) 4-VENTAS         www.ventasreit.com

 

 

 

Contact:          

David J. Smith
(877) 4-VENTAS

 

VENTAS REPORTS 13 PERCENT INCREASE IN SECOND QUARTER 2011 NORMALIZED FFO TO $0.80 PER DILUTED SHARE

 

Completes Atria Senior Living Group and Nationwide Health Properties Acquisitions Totaling $11 Billion Year to Date

 

COMPANY RAISES FULL YEAR 2011 NORMALIZED FFO PER DILUTED SHARE GUIDANCE TO $3.17 TO $3.23

 


 

CHICAGO, IL (August 4, 2011) — Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) said today that  normalized Funds From Operations (“FFO”) for the quarter ended June 30, 2011 increased 26.5 percent to $141.5 million, from $111.9 million for the comparable 2010 period.  Normalized FFO per diluted common share was $0.80 for the quarter ended June 30, 2011, an increase of 12.7 percent from $0.71 for the comparable 2010 period.  Weighted average diluted shares outstanding in the second quarter of 2011 rose by 13.0 percent to 177.9 million, compared to 157.4 million in the comparable 2010 period.

 

“Year-to-date 2011 has been outstanding, as we completed $11 billion of high-quality acquisitions while simultaneously improving our balance sheet and credit profile and delivering excellent results to our shareholders,” Ventas Chairman and Chief Executive Officer Debra A. Cafaro said.  “With the completion of our acquisition of the Atria properties and our acquisition of Nationwide Health Properties on July 1, Ventas has a diversified portfolio of over 1,300 productive healthcare and seniors housing assets.  We expect to generate nearly 70 percent of our net operating income from private pay sources, we have excellent operating partners, and we benefit from a cohesive management team focused on delivering value for stakeholders.”

 

Consistent with the Company’s previous statements, normalized FFO for the quarter ended June 30, 2011 excludes the net expense (totaling $41.0 million, or $0.23 per diluted share) from merger-related expenses and deal costs (including integration costs) and amortization of other intangibles, partially offset by income tax benefit and mark-to-market adjustment for derivatives.  Normalized FFO for the quarter ended June 30, 2010 excluded the net expense (totaling $10.6 million, or $0.07 per diluted share) from merger-related expenses and deal costs (including integration costs) and loss on extinguishment of debt, partially offset by income tax benefit.

 

Second quarter 2011 normalized FFO per diluted common share versus the comparable period in 2010 benefited from rental increases from the Company’s triple-net lease portfolio, higher Net Operating Income after management fees at the Company’s 79 same-store private pay senior living communities managed by Sunrise Senior Living, Inc. (NYSE: SRZ) (“Sunrise”), and higher Net Operating Income from its medical office building (“MOB”) portfolio, partially offset by increases in general and administrative expenses (including stock-based compensation) as a result of the Company’s enterprise growth, higher interest expense and higher weighted average diluted shares outstanding.

 

Normalized FFO for the six months ended June 30, 2011 was $262.6 million, or $1.54 per diluted common share, an 11.6 percent increase per diluted common share from $217.1 million, or $1.38 per diluted common share, for the comparable 2010 period.  Normalized FFO for the six months ended June 30, 2011 excludes the net expense

 

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Ventas Reports Second Quarter Results

August 4, 2011

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(totaling $61.0 million, or $0.36 per diluted share) from merger-related expenses and deal costs (including integration costs), amortization of other intangibles and loss on extinguishment of debt, partially offset by income tax benefit and mark-to-market  adjustment for derivatives.

 

Net income attributable to common stockholders for the quarter ended June 30, 2011 was $19.7 million, or $0.11 per diluted common share, compared with net income attributable to common stockholders for the quarter ended June 30, 2010 of $58.1 million, or $0.37 per diluted common share, including discontinued operations of $5.9 million.  This decrease is primarily the result of a net expense of $41.0 million due to the factors described above for normalized FFO.

 

Net income attributable to common stockholders for the six months ended June 30, 2011 was $68.7 million, or $0.40 per diluted common share, compared with net income attributable to common stockholders for the six months ended June 30, 2010 of $110.7 million, or $0.70 per diluted common share, including discontinued operations of $6.6 million.  This decrease is primarily the result of a net expense of $61.0 million due to the factors described above for normalized FFO.

 

FFO, as defined by the National Association of Real Estate Investment Trusts (“NAREIT”), for the quarter ended June 30, 2011 decreased 0.7 percent to $100.6 million, from $101.3 million in the comparable 2010 period. Second quarter 2011 NAREIT FFO per diluted common share decreased 10.9 percent to $0.57, from $0.64 in the second quarter of 2010.  This decrease is primarily due to the factors described above for net income.

 

NAREIT FFO for the six months ended June 30, 2011 decreased 1.3 percent to $201.6 million, from $204.3 million in the comparable 2010 period. NAREIT FFO per diluted common share for the six months ended June 30, 2011 decreased 8.5 percent to $1.19, from $1.30 in 2010.  This decrease is primarily due to the factors described above for net income.

 

PRIVATE PAY SENIORS HOUSING OPERATING PORTFOLIO

 

At June 30, 2011, the Company’s senior living operating portfolio included 79 private pay seniors housing communities managed by Sunrise and 117 private pay seniors housing communities managed by Atria Senior Living, Inc. (“Atria”).

 

Net Operating Income after management fees (“NOI”) for the Sunrise-managed communities was $39.5 million for the quarter ended June 30, 2011, compared to $38.8 million for the comparable 2010 period.  The comparable 2010 period included the benefit to NOI of a $3 million cash payment from Sunrise for expense overages.  Average daily resident occupancy increased 100 basis points to 89.4 percent versus the prior period, and the average daily rate increased by 4.4 percent.

 

NOI for the Atria-managed communities was $16.1 million for the month ended June 30, 2011 (Ventas’s first full month of ownership).  Average unit occupancy was 87.0 percent for the 110 stabilized assets, and 83.4 percent for seven redevelopment assets in lease-up for the same period.

 

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Ventas Reports Second Quarter Results

August 4, 2011

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SECOND QUARTER HIGHLIGHTS AND OTHER RECENT DEVELOPMENTS

 

Portfolio, Performance and Balance Sheet Highlights

 

Acquisitions

 

Ø              On May 12, 2011, Ventas acquired substantially all of the real estate assets (117 private pay senior living communities and one entitled development parcel) of Atria Senior Living Group, Inc.  Atria manages these communities, which are located principally in affluent metropolitan areas on the coasts.

 

Ø              On July 1, 2011, Ventas acquired Nationwide Health Properties, Inc. (“NHP”) in a stock-for-stock transaction.

 

Liquidity, Ratings and Balance Sheet

 

Ø              In July 2011, Fitch Ratings upgraded Ventas’s corporate credit rating to BBB+ (stable), Moody’s Investors Service upgraded the Company’s rating to Baa2 (stable) and Standard & Poor’s Ratings Services maintained its BBB- rating and positive outlook on the Company.

 

Ø              In July 2011, the Company redeemed $200.0 million principal amount then outstanding of its 6½ percent senior notes due 2016, at a redemption price equal to 103.25 percent of par.  As a result, the Company expects to recognize in its third quarter 2011 results $8.7 million in costs from the early extinguishment of debt, which amount will be excluded from the Company’s normalized FFO per share consistent with its previous statements.

 

Ø              In May 2011, the Company issued and sold $700.0 million aggregate principal amount of 4.75 percent senior notes due 2021.

 

Ø              As previously announced, in April 2011, the Company received proceeds of $112.4 million in final repayment of a first mortgage loan and recognized income of $3.3 million in connection with this repayment.

 

Ø              Upon the completion of the NHP acquisition, the Company gained the benefit of additional liquidity from an $800 million term loan (the “Term Loan”) previously extended to NHP, priced at LIBOR plus 150 basis points.  The Term Loan matures in June 2012 and currently has $250 million outstanding.

 

Ø              At June 30, 2011, the Company had $139.5 million outstanding under its revolving credit facilities, $851.2 million of undrawn availability, and $26.7 million of cash and short-term cash investments.  Currently, the Company has $513 million outstanding under its revolving credit facilities.

 

Ø              The Company’s current availability under its credit facilities exceeds $1 billion.

 

Ø              The Company’s debt to total capitalization at June 30, 2011 was approximately 34 percent.  The Company’s net debt to Adjusted Pro Forma EBITDA (as defined herein) at quarter end was 5.6x.

 

Portfolio

 

Ø              The 197 skilled nursing facilities and hospitals leased by the Company to Kindred Healthcare, Inc. (NYSE: KND) (“Kindred”) produced EBITDARM (earnings before interest, taxes, depreciation,

 

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Ventas Reports Second Quarter Results

August 4, 2011

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amortization, rent and management fees) to actual cash rent coverage of 2.0x for the trailing 12-month period ended March 31, 2011 (the latest date available).

 

Ø              As previously announced, the Company has leased (the “Senior Care II Lease”) to a subsidiary of Louisville, KY-based Senior Care, Inc. (“Senior Care”) 30 of 32 private pay senior living communities included in the Company’s acquisition of NHP and will lease the remaining two communities to Senior Care upon receipt of lender consent.  The Senior Care II Lease became effective August 1, 2011.

 

Ø              “Same-store” cash NOI growth was 2.7 percent in the quarter ended June 30, 2011 for the Company’s triple-net leased healthcare and seniors housing assets, compared to the second quarter of 2010.

 

Ø              “Same-store” cash NOI growth for the Company’s total portfolio was 2.6 percent in the second quarter of 2011, compared to the second quarter of 2010.  The comparable 2010 period included the benefit to NOI of a $3 million cash payment from Sunrise to Ventas for expense overages; excluding such payment, the growth rate was 4.5 percent.

 

Additional Information

 

Ø              As previously announced, Matthew J. Lustig, Douglas M. Pasquale, Richard I. Gilchrist and Robert D. Paulson were appointed to Ventas’s Board of Directors.  Mr. Pasquale is also serving as a Senior Advisor to the Company’s Chief Executive Officer through year end to insure a successful integration of the NHP acquisition.

 

Ø              On July 26, 2011, the United States District Court for the Western District of Kentucky (the “Court”) issued an order (the “Order”) scheduling a federal jury trial to commence February 21, 2012 to determine whether Ventas is entitled to collect punitive damages from HCP, Inc. (“HCP”) on account of HCP’s intentional misconduct in connection with Ventas’s 2007 acquisition of Sunrise Senior Living REIT, and the amount of such punitive damages.  Ventas has a $101.6 million compensatory damages judgment against HCP awarded by a federal jury in 2009. On May 17, 2011, the United States Court of Appeals for the Sixth Circuit (the “Sixth Circuit”) unanimously affirmed the $101.6 million jury verdict in Ventas’s favor and decided that Ventas is entitled to seek punitive damages in the Court against HCP for its conduct.  The Sixth Circuit also subsequently denied HCP’s request to re-hear that decision.

 

Ø              On July 29, 2011, the Centers for Medicare & Medicaid Services (“CMS”) published its final rule for Medicare reimbursement for skilled nursing facilities (“SNFs”) effective October 1, 2011 (fiscal year, or FY, 2012). The final rule reduces Medicare payments to SNFs by an estimated 11.1 percent.  This reduction in the FY 2012 Medicare reimbursement rates is intended to reverse the unexpectedly positive impact of RUG-IV (a resource classification system that took effect October 1, 2010).  Additional information regarding the Company’s SNF portfolio is contained in the supplemental information referred to below.

 

Ø              On August 1, 2011, CMS published its final rule for Medicare reimbursement for long-term acute care hospitals (“LTACs”) for fiscal year 2012.  The final rule increases Medicare payments to LTACs by 2.5 percent.

 

Ø              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.  Beginning this quarter, the Company has provided additional

 

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Ventas Reports Second Quarter Results

August 4, 2011

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information regarding its senior living operating portfolio, including results of operations from metropolitan statistical areas (MSAs), as well as average unit occupancy and REVPOR (revenue per occupied room) data.

 

VENTAS RAISES 2011 NORMALIZED FFO PER DILUTED SHARE GUIDANCE TO $3.17 TO $3.23

 

Ventas currently expects its 2011 normalized FFO per diluted share to range between $3.17 and $3.23, improving its previously announced 2011 guidance of between $3.06 and $3.14 per diluted share.  This increase is the result of the acquisition of NHP.  For the full year, Ventas expects average fully diluted shares outstanding to be approximately 230 million; currently, the Company has approximately 290 million fully diluted shares outstanding.  The Company also continues to expect 2011 NOI for its 79 Sunrise-managed seniors housing assets to be between $152 million and $157 million and second half 2011 NOI for its 117 Atria-managed seniors housing assets to be between $93 million and $98 million.

 

The Company’s normalized FFO guidance (and related GAAP earnings projections) for all periods assumes that all of the Company’s tenants and borrowers continue to meet all of their obligations to the Company.  In addition, the Company’s normalized FFO guidance excludes (a) gains and losses on the sales of real property assets, (b) merger-related costs and expenses, including amortization of intangibles and transition and integration expenses, and deal costs and expenses, including expenses and recoveries, if any, relating to the Company’s lawsuit against HCP, (c) 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, (d) 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, (e) the impact of future unannounced acquisitions or divestitures (including pursuant to tenant options to purchase) and capital transactions, and (f) the reversal or incurrence of contingent consideration and liabilities.

 

The Company’s guidance is based on a number of other assumptions, which are subject to change and many of which are outside the control of the Company.  If actual results vary from these assumptions, the Company’s expectations may change.  There can be no assurance that the Company will achieve these results.

 

A reconciliation of the Company’s guidance to the Company’s projected GAAP earnings is attached to this press release. The Company may from time to time update its publicly announced guidance, but it is not obligated to do so.

 

SECOND QUARTER CONFERENCE CALL

 

Ventas will hold a conference call to discuss this earnings release today, at 11:00 a.m. Eastern Time (10:00 a.m. Central Time).  The dial-in number for the conference call is (617) 213-8848.  The participant passcode is “Ventas.”  The conference call is being webcast live by Thomson Reuters and can be accessed at the Company’s website at www.ventasreit.com or www.earnings.com.  A replay of the webcast will be available today online, or by calling (617) 801-6888, passcode 41927326, beginning at approximately 2:00 p.m. Eastern Time and will be archived for 30 days.

 

Ventas, Inc., an S&P 500 company, is a leading healthcare real estate investment trust. Its diverse portfolio of more than 1,300 assets in 47 states (including the District of Columbia) and two Canadian provinces consists of seniors housing communities, skilled nursing facilities, hospitals, medical office buildings and other properties. Through its Lillibridge subsidiary, Ventas provides management, leasing, marketing, facility development and

 

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August 4, 2011

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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.

 

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. 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, dispositions, merger 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. Such 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 such 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 the Company’s ability to identify, underwrite, finance, consummate and integrate diversifying acquisitions or investments, including the NHP transaction and those 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 and/or delay in payment by the United States of its obligations, and changes in the federal budget resulting in the reduction or nonpayment of Medicare or Medicaid reimbursement rates; (e) the nature and extent of future competition; (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 cost of borrowing as a result of changes in interest rates and other factors; (h) 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; (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, 2010 and for the year ending December 31, 2011; (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, insurance 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, 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) risks associated with the Company’s MOB portfolio and operations, including its 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 maintain or expand its relationships with its existing and future 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; and (x) the impact of any

 

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August 4, 2011

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financial, accounting, legal or regulatory issues or litigation 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.

 

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Ventas Reports Second Quarter Results

August 4, 2011

Page 8

 

CONSOLIDATED BALANCE SHEETS

As of June 30, 2011, March 31, 2011, December 31, 2010, September 30, 2010, and June 30, 2010

(In thousands, except per share amounts)

 

 

 

June 30,

 

March 31,

 

December 31,

 

September 30,

 

June 30,

 

 

 

2011

 

2011

 

2010

 

2010

 

2010

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Real estate investments:

 

 

 

 

 

 

 

 

 

 

 

Land

 

$

854,055

 

$

560,086

 

$

559,072

 

$

557,880

 

$

556,469

 

Buildings and improvements

 

8,969,465

 

6,051,148

 

6,035,295

 

5,982,708

 

5,732,421

 

Construction in progress

 

41,240

 

5,848

 

6,519

 

5,955

 

3,788

 

Acquired lease intangibles

 

317,850

 

147,381

 

146,813

 

143,356

 

106,296

 

 

 

10,182,610

 

6,764,463

 

6,747,699

 

6,689,899

 

6,398,974

 

Accumulated depreciation and amortization

 

(1,601,662

)

(1,521,039

)

(1,468,180

)

(1,416,546

)

(1,367,396

)

Net real estate property

 

8,580,948

 

5,243,424

 

5,279,519

 

5,273,353

 

5,031,578

 

Loans receivable, net

 

634,472

 

130,608

 

149,263

 

164,829

 

140,870

 

Investments in unconsolidated entities

 

14,765

 

15,011

 

15,332

 

16,044

 

 

Net real estate investments

 

9,230,185

 

5,389,043

 

5,444,114

 

5,454,226

 

5,172,448

 

Cash and cash equivalents

 

26,702

 

41,899

 

21,812

 

33,790

 

27,794

 

Escrow deposits and restricted cash

 

64,261

 

35,399

 

38,940

 

41,985

 

43,484

 

Deferred financing costs, net

 

16,129

 

17,141

 

19,533

 

22,739

 

24,891

 

Other assets

 

296,756

 

210,616

 

233,622

 

248,077

 

193,500

 

Total assets

 

$

9,634,033

 

$

5,694,098

 

$

5,758,021

 

$

5,800,817

 

$

5,462,117

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and equity

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

Senior notes payable and other debt

 

$

5,007,080

 

$

2,571,368

 

$

2,900,044

 

$

2,895,547

 

$

2,580,849

 

Accrued interest

 

26,558

 

34,543

 

19,296

 

33,748

 

16,682

 

Accounts payable and other liabilities

 

401,151

 

203,594

 

207,143

 

202,985

 

181,343

 

Deferred income taxes

 

279,668

 

238,146

 

241,333

 

252,351

 

251,829

 

Total liabilities

 

5,714,457

 

3,047,651

 

3,367,816

 

3,384,631

 

3,030,703

 

 

 

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

 

 

 

 

 

 

Ventas stockholders’ equity:

 

 

 

 

 

 

 

 

 

 

 

Preferred stock, $1.00 par value; 10,000 shares authorized, unissued

 

 

 

 

 

 

Common stock, $0.25 par value; 188,106, 163,118, 157,279, 157,095 and 156,872 shares issued at June 30, 2011, March 31, 2011, December 31, 2010, September 30, 2010, and June 30, 2010, respectively

 

47,063

 

40,818

 

39,391

 

39,346

 

39,343

 

Capital in excess of par value

 

4,254,137

 

2,874,879

 

2,576,843

 

2,587,367

 

2,583,412

 

Accumulated other comprehensive income

 

28,212

 

28,097

 

26,868

 

23,816

 

16,506

 

Retained earnings (deficit)

 

(412,694

)

(300,382

)

(255,628

)

(249,047

)

(222,853

)

Treasury stock, 0, 0, 14, 0 and 0 shares at June 30, 2011, March 31, 2011, December 31, 2010, September 30, 2010, and June 30, 2010, respectively

 

 

(8

)

(748

)

 

 

Total Ventas stockholders’ equity

 

3,916,718

 

2,643,404

 

2,386,726

 

2,401,482

 

2,416,408

 

Noncontrolling interest

 

2,858

 

3,043

 

3,479

 

14,704

 

15,006

 

Total equity

 

3,919,576

 

2,646,447

 

2,390,205

 

2,416,186

 

2,431,414

 

Total liabilities and equity

 

$

9,634,033

 

$

5,694,098

 

$

5,758,021

 

$

5,800,817

 

$

5,462,117

 

 

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Ventas Reports Second Quarter Results

August 4, 2011

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CONSOLIDATED STATEMENTS OF INCOME

For the three and six months ended June 30, 2011 and 2010

(In thousands, except per share amounts)

 

 

 

For the Three Months

 

For the Six Months

 

 

 

Ended June 30,

 

Ended June 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

Revenues:

 

 

 

 

 

 

 

 

 

Rental income:

 

 

 

 

 

 

 

 

 

Triple-net leased

 

$

120,129

 

$

117,386

 

$

238,732

 

$

233,719

 

Medical office buildings

 

23,758

 

12,240

 

47,994

 

24,429

 

 

 

143,887

 

129,626

 

286,726

 

258,148

 

Resident fees and services

 

202,482

 

109,867

 

316,984

 

218,353

 

Medical office building services revenue

 

9,822

 

 

16,779

 

 

Income from loans and investments

 

8,391

 

3,705

 

14,476

 

7,322

 

Interest and other income

 

78

 

122

 

156

 

385

 

Total revenues

 

364,660

 

243,320

 

635,121

 

484,208

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

Interest

 

53,732

 

43,840

 

96,290

 

87,930

 

Depreciation and amortization

 

80,755

 

50,040

 

132,514

 

102,354

 

Property-level operating expenses:

 

 

 

 

 

 

 

 

 

Senior living

 

136,739

 

71,059

 

214,850

 

145,736

 

Medical office buildings

 

8,278

 

4,124

 

16,954

 

8,326

 

 

 

145,017

 

75,183

 

231,804

 

154,062

 

Medical office building services costs

 

7,954

 

 

13,490

 

 

General, administrative and professional fees (including non-cash stock-based compensation expense of $4,352 and $3,057 for the three months ended 2011 and 2010, respectively, and $8,368 and $6,089 for the six months ended 2011 and 2010, respectively)

 

15,554

 

9,858

 

30,386

 

20,541

 

Loss on extinguishment of debt

 

6

 

6,549

 

16,526

 

6,549

 

Merger-related expenses and deal costs

 

55,807

 

4,207

 

62,256

 

6,526

 

Other

 

(7,773

)

121

 

(7,772

)

15

 

Total expenses

 

351,052

 

189,798

 

575,494

 

377,977

 

Income before loss from unconsolidated entities, income taxes, discontinued operations and noncontrolling interest

 

13,608

 

53,522

 

59,627

 

106,231

 

Loss from unconsolidated entities

 

(83

)

 

(253

)

 

Income tax benefit (expense)

 

6,209

 

(409

)

9,406

 

(695

)

Income from continuing operations

 

19,734

 

53,113

 

68,780

 

105,536

 

Discontinued operations

 

 

5,852

 

 

6,597

 

Net income

 

19,734

 

58,965

 

68,780

 

112,133

 

Net income attributable to noncontrolling interest (net of tax of $0 and $559 for the three months ended 2011 and 2010, respectively, and $0 and $978 for the six months ended 2011 and 2010, respectively)

 

58

 

898

 

120

 

1,447

 

Net income attributable to common stockholders

 

$

19,676

 

$

58,067

 

$

68,660

 

$

110,686

 

 

 

 

 

 

 

 

 

 

 

Earnings per common share:

 

 

 

 

 

 

 

 

 

Basic:

 

 

 

 

 

 

 

 

 

Income from continuing operations attributable to common stockholders

 

$

0.11

 

$

0.33

 

$

0.41

 

$

0.67

 

Discontinued operations

 

 

0.04

 

 

0.04

 

Net income attributable to common stockholders

 

$

0.11

 

$

0.37

 

$

0.41

 

$

0.71

 

Diluted:

 

 

 

 

 

 

 

 

 

Income from continuing operations attributable to common stockholders

 

$

0.11

 

$

0.33

 

$

0.40

 

$

0.66

 

Discontinued operations

 

 

0.04

 

 

0.04

 

Net income attributable to common stockholders

 

$

0.11

 

$

0.37

 

$

0.40

 

$

0.70

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares used in computing earnings per common share:

 

 

 

 

 

 

 

 

 

Basic

 

176,262

 

156,611

 

168,369

 

156,533

 

Diluted

 

177,945

 

157,441

 

170,013

 

157,206

 

 

 

 

 

 

 

 

 

 

 

Dividends declared per common share

 

$

0.7014

 

$

0.535

 

$

1.2764

 

$

1.07

 

 

- MORE -

 



 

Ventas Reports Second Quarter Results

August 4, 2011

Page 10

 

QUARTERLY CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)

 

 

 

2011 Quarters

 

2010 Quarters

 

 

 

Second

 

First

 

Fourth

 

Third

 

Second

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

Rental income:

 

 

 

 

 

 

 

 

 

 

 

Triple-net leased

 

$

120,129

 

$

118,603

 

$

118,200

 

$

117,906

 

$

117,386

 

Medical office buildings

 

23,758

 

24,236

 

22,501

 

22,817

 

12,240

 

 

 

143,887

 

142,839

 

140,701

 

140,723

 

129,626

 

Resident fees and services

 

202,482

 

114,502

 

114,766

 

113,182

 

109,867

 

Medical office building services revenue

 

9,822

 

6,957

 

7,387

 

6,711

 

 

Income from loans and investments

 

8,391

 

6,085

 

5,076

 

4,014

 

3,705

 

Interest and other income

 

78

 

78

 

64

 

35

 

122

 

Total revenues

 

364,660

 

270,461

 

267,994

 

264,665

 

243,320

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

Interest

 

53,732

 

42,558

 

45,414

 

45,519

 

43,840

 

Depreciation and amortization

 

80,755

 

51,759

 

51,142

 

52,104

 

50,040

 

Property-level operating expenses:

 

 

 

 

 

 

 

 

 

 

 

Senior living

 

136,739

 

78,111

 

72,029

 

74,066

 

71,059

 

Medical office buildings

 

8,278

 

8,676

 

7,855

 

7,941

 

4,124

 

 

 

145,017

 

86,787

 

79,884

 

82,007

 

75,183

 

Medical office building services costs

 

7,954

 

5,536

 

4,885

 

4,633

 

 

General, administrative and professional fees (including non-cash stock-based compensation expense of $4,352, $4,016, $3,950, $4,039 and $3,057, respectively)

 

15,554

 

14,832

 

14,011

 

15,278

 

9,858

 

Loss on extinguishment of debt

 

6

 

16,520

 

3,242

 

 

6,549

 

Merger-related expenses and deal costs

 

55,807

 

6,449

 

7,575

 

5,142

 

4,207

 

Other

 

(7,773

)

1

 

676

 

(419

)

121

 

Total expenses

 

351,052

 

224,442

 

206,829

 

204,264

 

189,798

 

Income before loss from unconsolidated entities, income taxes, discontinued operations and noncontrolling interest

 

13,608

 

46,019

 

61,165

 

60,401

 

53,522

 

Loss from unconsolidated entities

 

(83

)

(170

)

(272

)

(392

)

 

Income tax benefit (expense)

 

6,209

 

3,197

 

(2,849

)

(1,657

)

(409

)

Income from continuing operations

 

19,734

 

49,046

 

58,044

 

58,352

 

53,113

 

Discontinued operations

 

 

 

20,658

 

542

 

5,852

 

Net income

 

19,734

 

49,046

 

78,702

 

58,894

 

58,965

 

Net income attributable to noncontrolling interest (net of tax of $0, $0, $680, $613 and $559, respectively)

 

58

 

62

 

1,119

 

996

 

898

 

Net income attributable to common stockholders

 

$

19,676

 

$

48,984

 

$

77,583

 

$

57,898

 

$

58,067

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

Basic:

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations attributable to common stockholders

 

$

0.11

 

$

0.31

 

$

0.36

 

$

0.37

 

$

0.33

 

Discontinued operations

 

 

 

0.13

 

0.00

 

0.04

 

Net income attributable to common stockholders

 

$

0.11

 

$

0.31

 

$

0.49

 

$

0.37

 

$

0.37

 

Diluted:

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations attributable to common stockholders

 

$

0.11

 

$

0.30

 

$

0.36

 

$

0.37

 

$

0.33

 

Discontinued operations

 

 

 

0.13

 

0.00

 

0.04

 

Net income attributable to common stockholders

 

$

0.11

 

$

0.30

 

$

0.49

 

$

0.37

 

$

0.37

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares used in computing earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

176,262

 

160,420

 

156,734

 

156,631

 

156,611

 

Diluted

 

177,945

 

162,023

 

158,231

 

157,941

 

157,441

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends declared per common share

 

$

0.7014

 

$

0.575

 

$

0.535

 

$

0.535

 

$

0.535

 

 

- MORE -

 



 

Ventas Reports Second Quarter Results

August 4, 2011

Page 11

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the six months ended June 30, 2011 and 2010

(In thousands)

 

 

 

2011

 

2010

 

Cash flows from operating activities:

 

 

 

 

 

Net income

 

$

68,780

 

$

112,133

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization (including amounts in discontinued operations)

 

132,514

 

102,722

 

Amortization of deferred revenue and lease intangibles, net

 

(5,333

)

(2,943

)

Other amortization expenses

 

3,366

 

4,367

 

Stock-based compensation

 

8,368

 

6,089

 

Straight-lining of rental income

 

(3,749

)

(4,975

)

Gain on real estate loan investments

 

(3,255

)

 

Gain on sale of marketable securities

 

(733

)

 

Capital lease non-cash interest

 

(307

)

 

Change in fair value of interest rate swaps

 

(8,887

)

 

Loss on extinguishment of debt

 

16,526

 

6,549

 

Net gain on sale of real estate assets (including amounts in discontinued operations)

 

 

(5,225

)

Income tax (benefit) expense

 

(9,404

)

695

 

Loss from unconsolidated entities

 

253

 

 

Other

 

689

 

(238

)

Changes in operating assets and liabilities:

 

 

 

 

 

Increase in other assets

 

(9,940

)

(5,174

)

Increase (decrease) in accrued interest

 

4,008

 

(1,292

)

Decrease in accounts payable and other liabilities

 

(6,596

)

(4,991

)

Net cash provided by operating activities

 

186,300

 

207,717

 

Cash flows from investing activities:

 

 

 

 

 

Net investment in real estate property

 

(264,464

)

(22,915

)

Purchase of noncontrolling interest

 

(3,319

)

 

Investment in loans receivable

 

(612,925

)

(15,796

)

Proceeds from sale of marketable securities

 

23,050

 

 

Proceeds from real estate disposals

 

 

23,029

 

Proceeds from loans receivable

 

132,363

 

1,323

 

Capital expenditures

 

(19,236

)

(7,078

)

Other

 

(75

)

 

Net cash used in investing activities

 

(744,606

)

(21,437

)

Cash flows from financing activities:

 

 

 

 

 

Net change in borrowings under revolving credit facilities

 

99,500

 

117,280

 

Proceeds from debt

 

704,111

 

696

 

Repayment of debt

 

(337,427

)

(215,171

)

Payment of deferred financing costs

 

(1,363

)

(1,840

)

Issuance of common stock, net

 

299,884

 

 

Cash distribution to common stockholders

 

(201,949

)

(167,829

)

Contributions from noncontrolling interest

 

 

633

 

Distributions to noncontrolling interest

 

(616

)

(4,277

)

Other

 

955

 

4,673

 

Net cash provided by (used in) financing activities

 

563,095

 

(265,835

)

Net increase (decrease) in cash and cash equivalents

 

4,789

 

(79,555

)

Effect of foreign currency translation on cash and cash equivalents

 

101

 

(48

)

Cash and cash equivalents at beginning of period

 

21,812

 

107,397

 

Cash and cash equivalents at end of period

 

$

26,702

 

$

27,794

 

 

 

 

 

 

 

Supplemental schedule of non-cash activities:

 

 

 

 

 

Assets and liabilities assumed from acquisitions:

 

 

 

 

 

Real estate investments

 

$

3,140,924

 

$

496

 

Other assets acquired

 

110,722

 

(355

)

Debt assumed

 

1,621,641

 

 

Other liabilities

 

200,962

 

141

 

Deferred taxes

 

48,087

 

 

Equity issued

 

1,380,956

 

 

 

- MORE -

 



 

Ventas Reports Second Quarter Results

August 4, 2011

Page 12

 

QUARTERLY CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

 

 

 

2011 Quarters

 

2010 Quarters

 

 

 

Second

 

First

 

Fourth

 

Third

 

Second

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

19,734

 

$

49,046

 

$

78,702

 

$

58,894

 

$

58,965

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization (including amounts in discontinued operations)

 

80,755

 

51,759

 

51,142

 

52,200

 

50,185

 

Amortization of deferred revenue and lease intangibles, net

 

(3,534

)

(1,799

)

(1,853

)

(1,637

)

(1,394

)

Other amortization expenses

 

930

 

2,436

 

2,188

 

2,088

 

2,213

 

Stock-based compensation

 

4,352

 

4,016

 

3,950

 

4,039

 

3,057

 

Straight-lining of rental income

 

(1,977

)

(1,772

)

(2,192

)

(3,000

)

(2,526

)

Gain on real estate loan investments

 

(3,078

)

(177

)

(915

)

 

 

Gain on sale of marketable securities

 

 

(733

)

 

 

 

Capital lease non-cash interest

 

(307

)

 

 

 

 

Change in fair value of interest rate swaps

 

(8,887

)

 

 

 

 

Loss on extinguishment of debt

 

6

 

16,520

 

3,242

 

 

6,549

 

Net gain on sale of real estate assets (including amounts in discontinued operations)

 

 

 

(19,848

)

(168

)

(5,041

)

Income tax (benefit) expense

 

(6,207

)

(3,197

)

2,849

 

1,657

 

409

 

Loss from unconsolidated entities

 

83

 

170

 

272

 

392

 

 

Other

 

291

 

398

 

(38

)

230

 

(291

)

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

(Increase) decrease in other assets

 

(8,400

)

(1,540

)

772

 

(3,843

)

(1,402

)

(Decrease) increase in accrued interest

 

(11,245

)

15,253

 

(14,452

)

17,055

 

(19,091

)

(Decrease) increase in accounts payable and other liabilities

 

(6,985

)

389

 

(2,316

)

10,495

 

523

 

Net cash provided by operating activities

 

55,531

 

130,769

 

101,503

 

138,402

 

92,156

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

Net investment in real estate property

 

(264,464

)

 

(35,284

)

(216,242

)

(11,055

)

Purchase of noncontrolling interest

 

 

(3,319

)

(42,333

)

 

 

Investment in loans receivable

 

(612,925

)

 

 

(22,929

)

 

Proceeds from sale of marketable securities

 

 

23,050

 

 

 

 

Proceeds from real estate disposals

 

 

 

32,566

 

2,568

 

22,275

 

Proceeds from loans receivable

 

112,413

 

19,950

 

17,739

 

229

 

131

 

Capital expenditures

 

(11,273

)

(7,963

)

(6,612

)

(6,165

)

(2,783

)

Other

 

(38

)

(37

)

480

 

(4,500

)

 

Net cash (used in) provided by investing activities

 

(776,287

)

31,681

 

(33,444

)

(247,039

)

8,568

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

Net change in borrowings under revolving credit facilities

 

131,500

 

(32,000

)

(204,440

)

115,724

 

88,191

 

Proceeds from debt

 

689,481

 

14,630

 

396,145

 

200,541

 

500

 

Repayment of debt

 

(6,358

)

(331,069

)

(193,382

)

(116,207

)

(207,364

)

Payment of deferred financing costs

 

(1,049

)

(314

)

(822

)

(32

)

(727

)

Issuance of common stock, net

 

(42

)

299,926

 

 

 

 

Cash distribution to common stockholders

 

(108,211

)

(93,738

)

(84,164

)

(84,092

)

(83,948

)

Contributions from noncontrolling interest

 

 

 

 

185

 

368

 

Distributions to noncontrolling interest

 

(267

)

(349

)

(1,449

)

(2,356

)

(2,288

)

Other

 

497

 

458

 

7,979

 

753

 

504

 

Net cash provided by (used in) financing activities

 

705,551

 

(142,456

)

(80,133

)

114,516

 

(204,764

)

Net (decrease) increase in cash and cash equivalents

 

(15,205

)

19,994

 

(12,074

)

5,879

 

(104,040

)

Effect of foreign currency translation on cash and cash equivalents

 

8

 

93

 

96

 

117

 

(895

)

Cash and cash equivalents at beginning of period

 

41,899

 

21,812

 

33,790

 

27,794

 

132,729

 

Cash and cash equivalents at end of period

 

$

26,702

 

$

41,899

 

$

21,812

 

$

33,790

 

$

27,794

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental schedule of non-cash activities:

 

 

 

 

 

 

 

 

 

 

 

Assets and liabilities assumed from acquisitions:

 

 

 

 

 

 

 

 

 

 

 

Real estate investments

 

$

3,140,924

 

$

 

$

 

$

125,350

 

$

 

Other assets acquired

 

110,722

 

 

 

(30

)

 

Debt assumed

 

1,621,641

 

 

 

125,320

 

 

Other liabilities

 

200,962

 

 

 

 

 

Deferred taxes

 

48,087

 

 

 

 

 

Equity issued

 

1,380,956

 

 

 

 

 

 

- MORE -

 



 

Ventas Reports Second Quarter Results

August 4, 2011

Page 13

 

QUARTERLY FUNDS FROM OPERATIONS (FFO) AND NORMALIZED FFO

(In thousands, except per share amounts)

 

 

 

2011 Quarters

 

2010 Quarters

 

 

 

Second

 

First

 

Fourth

 

Third

 

Second

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to common stockholders

 

$

19,676

 

$

48,984

 

$

77,583

 

$

57,898

 

$

58,067

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization on real estate assets

 

80,172

 

51,173

 

50,645

 

51,449

 

49,787

 

Depreciation on real estate assets related to noncontrolling interest

 

(210

)

(204

)

(1,184

)

(1,627

)

(1,680

)

Depreciation on real estate assets related to unconsolidated entities

 

931

 

1,035

 

1,092

 

1,275

 

 

Discontinued operations:

 

 

 

 

 

 

 

 

 

 

 

Gain on sale of real estate assets

 

 

 

(19,848

)

(168

)

(5,041

)

Depreciation and amortization on real estate assets

 

 

 

 

96

 

145

 

FFO

 

100,569

 

100,988

 

108,288

 

108,923

 

101,278

 

Income tax (benefit) expense

 

(6,209

)

(3,197

)

2,169

 

1,044

 

(150

)

Loss on extinguishment of debt

 

6

 

16,520

 

3,242

 

 

6,549

 

Merger-related expenses and deal costs

 

55,807

 

6,449

 

7,575

 

5,142

 

4,207

 

Amortization of other intangibles

 

255

 

256

 

173

 

338

 

 

Change in fair value of interest rate swaps

 

(8,887

)

 

 

 

 

Normalized FFO

 

$

141,541

 

$

121,016

 

$

121,447

 

$

115,447

 

$

111,884

 

 

 

 

 

 

 

 

 

 

 

 

 

Per diluted share (1):

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to common stockholders

 

$

0.11

 

$

0.30

 

$

0.49

 

$

0.37

 

$

0.37

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization on real estate assets

 

0.45

 

0.32

 

0.32

 

0.33

 

0.32

 

Depreciation on real estate assets related to noncontrolling interest

 

(0.00

)

(0.00

)

(0.01

)

(0.01

)

(0.01

)

Depreciation on real estate assets related to unconsolidated entities

 

0.01

 

0.01

 

0.01

 

0.01

 

 

Discontinued operations:

 

 

 

 

 

 

 

 

 

 

 

Gain on sale of real estate assets

 

 

 

(0.13

)

(0.00

)

(0.03

)

Depreciation and amortization on real estate assets

 

 

 

 

0.00

 

0.00

 

FFO

 

0.57

 

0.62

 

0.68

 

0.69

 

0.64

 

Income tax (benefit) expense

 

(0.03

)

(0.02

)

0.01

 

0.01

 

(0.00

)

Loss on extinguishment of debt

 

0.00

 

0.10

 

0.02

 

 

0.04

 

Merger-related expenses and deal costs

 

0.31

 

0.04

 

0.05

 

0.03

 

0.03

 

Amortization of other intangibles

 

0.00

 

0.00

 

0.00

 

0.00

 

 

Change in fair value of interest rate swaps

 

(0.05

)

 

 

 

 

Normalized FFO

 

$

0.80

 

$

0.75

 

$

0.77

 

$

0.73

 

$

0.71

 


(1) Per share amounts may not add due to rounding.

 

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 and normalized FFO appropriate measures of operating performance of an equity REIT.  Moreover, the Company believes that normalized FFO provides useful information 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.  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 property, plus real estate

 

- MORE -

 



 

Ventas Reports Second Quarter Results

August 4, 2011

Page 14

 

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) gains and losses on the sales of real property assets, (b) merger-related costs and expenses, including amortization of intangibles and transition and integration expenses, and deal costs and expenses, including expenses and recoveries, if any, relating to the Company’s lawsuit against HCP, (c) 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, (d) the non-cash effect of income tax benefits or expenses, (e) the impact of future unannounced acquisitions or divestitures (including pursuant to tenant options to purchase) and capital transactions, (f) the reversal or incurrence of contingent consideration and liabilities, and (g) changes in the fair value of interest rate swaps.

 

FFO and normalized FFO presented herein are not necessarily comparable to FFO and normalized FFO presented by other real estate companies due to the fact that not all real estate companies use the same definitions.  FFO and normalized FFO 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 and normalized FFO 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 normalized FFO should be examined in conjunction with net income as presented elsewhere herein.

 

- MORE -

 



 

Ventas Reports Second Quarter Results

August 4, 2011

Page 15

 

NORMALIZED FFO GUIDANCE FOR THE YEAR ENDING DECEMBER 31, 2011

 

The following table illustrates the Company’s normalized FFO per diluted common share guidance for the year ending December 31, 2011:

 

 

 

UPDATED

 

PRIOR

 

 

 

GUIDANCE

 

GUIDANCE

 

 

 

For the Year

 

For the Year

 

 

 

Ending

 

Ending

 

 

 

December 31, 2011

 

December 31, 2011

 

Net income attributable to common stockholders

 

$

0.53

-

$

0.71

 

$

1.12

-

$

1.35

 

Adjustments:

 

 

 

 

 

 

 

 

 

Depreciation and amortization on real estate assets, depreciation related to noncontrolling interest and gain/loss on sale of real estate assets, net

 

1.98

-

1.98

 

1.54

-

1.54

 

FFO

 

2.51

-

2.69

 

2.66

-

2.89

 

 

 

 

 

 

 

 

 

 

 

Adjustments:

 

 

 

 

 

 

 

 

 

Income tax benefit/expense (net of noncontrolling interest), gain/loss on extinguishment of debt, transition and integration expenses, amortization of intangibles, merger-related expenses and deal costs, net and certain derivative transactions

 

0.66

-

0.54

 

0.40

-

0.25

 

Normalized FFO

 

$

3.17

-

$

3.23

 

$

3.06

-

$

3.14

 

 

 

- MORE -

 



 

Ventas Reports Second Quarter Results

August 4, 2011

Page 16

 

Net Debt to Adjusted Pro Forma EBITDA

 

The following information considers the pro forma effect on net income, interest and depreciation of the Company’s investments and other capital transactions that were completed during the three months ended June 30, 2011, as if the transactions had been consummated as of the beginning of the period.  The following table illustrates net debt to pro forma earnings before interest, taxes, depreciation and amortization (including of non-cash stock-based compensation), excluding merger-related expenses and deal costs, gains or losses on sales of real property assets and changes in the fair value of interest rate swaps (“Adjusted Pro Forma EBITDA”) (dollars in thousands):

 

Net income attributable to common stockholders

 

$

19,676

 

Pro forma adjustments for current period investments, capital transactions and dispositions

 

(3,043

)

Pro forma net income for the three months ended June 30, 2011

 

$

16,633

 

Add back:

 

 

 

Pro forma interest

 

65,269

 

Pro forma depreciation and amortization

 

97,671

 

Stock-based compensation

 

4,352

 

Loss on extinguishment of debt

 

6

 

Income tax benefit

 

(9,761

)

Change in fair value of interest rate swaps

 

(8,887

)

Other taxes

 

317

 

Merger-related expenses and deal costs

 

55,807

 

Loss from unconsolidated entities

 

83

 

Adjusted Pro Forma EBITDA

 

$

221,490

 

Adjusted Pro Forma EBITDA annualized

 

$

885,960

 

 

 

 

 

As June 30, 2011:

 

 

 

Debt

 

$

5,007,080

 

Cash, including cash escrows pertaining to debt

 

(38,943

)

Net debt

 

$

4,968,137

 

 

 

 

 

Net debt to Adjusted Pro Forma EBITDA

 

5.6

 x

 

- MORE -

 



 

Ventas Reports Second Quarter Results

August 4, 2011

Page 17

 

Non-GAAP Financial Measures Reconciliation

(In thousands, except per share amounts)

 

 

 

For the Six Months

 

 

 

Ended June 30,

 

 

 

2011

 

2010

 

 

 

 

 

 

 

Net income attributable to common stockholders

 

$

68,660

 

$

110,686

 

Adjustments:

 

 

 

 

 

Depreciation and amortization on real estate assets

 

131,345

 

101,872

 

Depreciation on real estate assets related to noncontrolling interest

 

(414

)

(3,406

)

Depreciation on real estate assets related to unconsolidated entities

 

1,966

 

 

Discontinued operations:

 

 

 

 

 

Gain on sale of real estate assets

 

 

(5,225

)

Depreciation and amortization on real estate assets

 

 

368

 

FFO

 

201,557

 

204,295

 

Income tax benefit

 

(9,406

)

(283

)

Loss on extinguishment of debt

 

16,526

 

6,549

 

Merger-related expenses and deal costs

 

62,256

 

6,526

 

Amortization of other intangibles

 

511

 

 

Change in fair value of interest rate swaps

 

(8,887

)

 

Normalized FFO

 

$

262,557

 

$

217,087

 

 

 

 

 

 

 

Per diluted share (1):

 

 

 

 

 

Net income attributable to common stockholders

 

$

0.40

 

$

0.70

 

Adjustments:

 

 

 

 

 

Depreciation and amortization on real estate assets

 

0.77

 

0.65

 

Depreciation on real estate assets related to noncontrolling interest

 

(0.00

)

(0.02

)

Depreciation on real estate assets related to unconsolidated entities

 

0.01

 

 

Discontinued operations:

 

 

 

 

 

Gain on sale of real estate assets

 

 

(0.03

)

Depreciation and amortization on real estate assets

 

 

0.00

 

FFO

 

1.19

 

1.30

 

Income tax benefit

 

(0.06

)

(0.00

)

Loss on extinguishment of debt

 

0.10

 

0.04

 

Merger-related expenses and deal costs

 

0.37

 

0.04

 

Amortization of other intangibles

 

0.00

 

 

Change in fair value of interest rate swaps

 

(0.05

)

 

Normalized FFO

 

$

1.54

 

$

1.38

 


(1) Per share amounts may not add due to rounding.

 

- MORE -

 



 

Ventas Reports Second Quarter Results

August 4, 2011

Page 18

 

Non-GAAP Financial Measures Reconciliation

Quarterly NOI Reconciliation by Segment

(In thousands)

 

 

 

2011 Quarters

 

2010 Quarters

 

 

 

Second

 

First

 

Fourth

 

Third

 

Second

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Triple-Net

 

 

 

 

 

 

 

 

 

 

 

Triple-Net Rental Income, excluding Discontinued Operations

 

$

120,129

 

$

118,603

 

$

118,200

 

$

117,906

 

$

117,387

 

 

 

 

 

 

 

 

 

 

 

 

 

Medical Office Buildings

 

 

 

 

 

 

 

 

 

 

 

Medical Office - Stabilized

 

20,278

 

20,810

 

19,326

 

18,734

 

10,149

 

Medical Office - Lease up

 

3,480

 

3,426

 

3,175

 

4,083

 

2,091

 

Total Medical Office Buildings - Rental Income

 

23,758

 

24,236

 

22,501

 

22,817

 

12,240

 

Total Rental Income

 

143,887

 

142,839

 

140,701

 

140,723

 

129,627

 

 

 

 

 

 

 

 

 

 

 

 

 

Medical Office Building Services Revenue

 

9,822

 

6,957

 

7,387

 

6,711

 

 

Total Medical Office Buildings - Revenue

 

33,580

 

31,193

 

29,888

 

29,528

 

12,240

 

 

 

 

 

 

 

 

 

 

 

 

 

Seniors Housing Operating

 

 

 

 

 

 

 

 

 

 

 

Seniors Housing - Stabilized

 

195,887

 

113,931

 

110,998

 

109,722

 

107,070

 

Seniors Housing - Lease up

 

6,595

 

571

 

3,768

 

3,460

 

2,797

 

Total Resident Fees and Services

 

202,482

 

114,502

 

114,766

 

113,182

 

109,867

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-Segment Income from Loans and Investments

 

8,391

 

6,085

 

5,076

 

4,014

 

3,705

 

Total Revenues, excluding Interest and Other Income

 

364,582

 

270,383

 

267,930

 

264,630

 

243,199

 

 

 

 

 

 

 

 

 

 

 

 

 

Property-Level Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Medical Office Buildings

 

 

 

 

 

 

 

 

 

 

 

Medical Office - Stabilized

 

6,820

 

7,281

 

6,431

 

6,474

 

3,417

 

Medical Office - Lease up

 

1,458

 

1,395

 

1,424

 

1,467

 

704

 

Total Medical Office Buildings

 

8,278

 

8,676

 

7,855

 

7,941

 

4,121

 

 

 

 

 

 

 

 

 

 

 

 

 

Seniors Housing Operating

 

 

 

 

 

 

 

 

 

 

 

Seniors Housing - Stabilized

 

131,398

 

77,588

 

69,455

 

71,665

 

69,798

 

Seniors Housing - Lease up

 

5,341

 

523

 

2,574

 

2,401

 

1,264

 

Total Seniors Housing

 

136,739

 

78,111

 

72,029

 

74,066

 

71,062

 

Total Property-Level Operating Expenses

 

145,017

 

86,787

 

79,884

 

82,007

 

75,183

 

 

 

 

 

 

 

 

 

 

 

 

 

Medical Office Building Services Costs

 

7,954

 

5,536

 

4,885

 

4,633

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Operating Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Triple-Net

 

120,129

 

118,603

 

118,200

 

117,906

 

117,387

 

 

 

 

 

 

 

 

 

 

 

 

 

Medical Office Buildings

 

 

 

 

 

 

 

 

 

 

 

Medical Office - Stabilized

 

13,458

 

13,529

 

12,895

 

12,260

 

6,732

 

Medical Office - Lease up

 

2,022

 

2,031

 

1,751

 

2,616

 

1,387

 

Medical Office Buildings Services

 

1,868

 

1,421

 

2,502

 

2,078

 

 

Total Medical Office Buildings

 

17,348

 

16,981

 

17,148

 

16,954

 

8,119

 

 

 

 

 

 

 

 

 

 

 

 

 

Seniors Housing Operating

 

 

 

 

 

 

 

 

 

 

 

Seniors Housing - Stabilized

 

64,489

 

36,343

 

41,543

 

38,057

 

37,272

 

Seniors Housing - Lease up

 

1,254

 

48

 

1,194

 

1,059

 

1,533

 

Total Seniors Housing

 

65,743

 

36,391

 

42,737

 

39,116

 

38,805

 

Non-Segment

 

8,391

 

6,085

 

5,076

 

4,014

 

3,705

 

Net Operating Income

 

$

211,611

 

$

178,060

 

$

183,161

 

$

177,990

 

$

168,016

 

 

- MORE -

 



 

Ventas Reports Second Quarter Results

August 4, 2011

Page 19

 

Non-GAAP Financial Measures Reconciliation

Same-store Quarterly NOI Reconciliation by Segment

(Dollars in thousands)

 

 

 

For the Three Months

 

 

 

Ended June 30,

 

 

 

2011

 

2010

 

 

 

 

 

 

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

Triple-Net

 

 

 

 

 

Triple-Net Rental Income

 

$

120,129

 

$

117,387

 

Less:

 

 

 

 

 

Rental Income not Included in Same-Store

 

 

 

Straight-Lining of Rental Income

 

1,352

 

1,854

 

Non-Cash Rental Income

 

321

 

205

 

Other Pro Forma Adjustments

 

22

 

10

 

 

 

1,695

 

2,069

 

 

 

 

 

 

 

Same-Store Cash Rental Income

 

$

118,434

 

$

115,318

 

 

 

 

 

 

 

Percentage Increase

 

 

 

2.7

%

 

 

 

 

 

 

Net Operating Income

 

 

 

 

 

 

 

 

 

 

 

Triple-Net Same-Store NOI

 

$

118,434

 

$

115,318

 

Total Seniors Housing

 

65,743

 

38,809

 

Total Medical Office Buildings

 

15,480

 

8,118

 

Less:

 

 

 

 

 

MOB Noncontrolling Interest Portion of NOI

 

569

 

522

 

MOB NOI not Included in Same-Store

 

7,287

 

 

Straight-Lining of Rental Income

 

296

 

670

 

Non-Cash Rental Income

 

62

 

62

 

Seniors Housing NOI not Included in Same-Store

 

26,257

 

(6

)

Other Pro Forma Adjustments

 

2

 

(2

)

 

 

 

 

 

 

Same-Store Net Operating Income

 

$

165,184

 

$

160,999

 

 

 

 

 

 

 

Percentage Increase

 

 

 

2.6

%

 

 

 

 

 

 

Same-Store Net Operating Income

 

$

165,184

 

$

160,999

 

Sunrise Cash Payment for Expense Overages

 

 

2,966

 

 

 

 

 

 

 

Same-Store Net Operating Income excl Expense Overages

 

$

165,184

 

$

158,033

 

 

 

 

 

 

 

Percentage Increase

 

 

 

4.5

%

 

- MORE -

 



 

Ventas Reports Second Quarter Results

August 4, 2011

Page 20

 

The Company believes that NOI, same-store cash rental income and same-store NOI provide useful information because those disclosures allow investors, analysts and Company management to measure unlevered property-level operating results and to compare the Company’s operating results to the operating results of other real estate companies and between periods on a consistent basis.  Those terms are commonly used in evaluating results of real estate companies.  The Company defines NOI as total revenues, excluding interest and other income, less property-level operating expenses and medical office building services costs (including amounts in discontinued operations).

 

- END -