Attached files

file filename
8-K - VENTAS, INC. 8-K - Ventas, Inc.a50804337.htm

Exhibit 99.1

Ventas Reports Record 2013 Normalized FFO of $4.14 Per Diluted Share

2013 Total Normalized FFO Tops $1.2 Billion

2014 Normalized FFO Guidance of $4.31 to $4.37 Per Diluted Share Without Acquisitions

Guidance Represents 5.5 Percent to Seven Percent Per Share Growth Excluding Non-Cash Items

CHICAGO--(BUSINESS WIRE)--February 14, 2014--Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) said today that normalized Funds From Operations (“FFO”) for the year ended December 31, 2013 increased nine percent to $1.2 billion, from $1.1 billion for the comparable 2012 period. Normalized FFO per diluted common share was $4.14 for the year ended December 31, 2013, a nine percent increase from $3.80 for the comparable 2012 period. Normalized FFO per share grew 11 percent in 2013, excluding non-cash items computed consistent with prior periods. Weighted average diluted shares outstanding for the full year increased to 295.1 million, compared to 294.5 million in 2012.

Ventas’s continued growth in normalized FFO per diluted common share is due primarily to the Company’s $1.8 billion of investments in 2013, the full-year benefit of its 2012 acquisitions, strong same-store growth in its seniors housing communities managed by Atria Senior Living, Inc. (“Atria”) and Sunrise Senior Living, LLC (“Sunrise”), rental increases from its triple-net lease portfolio and lower weighted average interest rates. These benefits were partially offset by higher debt balances, increases in general and administrative expenses and asset sales and loan repayments in 2012 and 2013.

“Ventas had another outstanding year of investing accretively and driving cash flows to a record level of $1.2 billion, growing normalized FFO per share at a superior rate, increasing dividends by ten percent, maintaining financial strength and flexibility and executing our strategy consistently,” Ventas Chairman and Chief Executive Officer Debra A. Cafaro said. “Our productive and growing portfolio, the increasing demand for our healthcare and senior living assets and services, and our team’s commitment to sustained excellence enable us to consistently grow and deliver superior value to our shareholders.”

Normalized FFO for the years ended December 31, 2013 and 2012 excludes the net expense (totaling $12.3 million, or $0.04 per diluted share, in 2013 and $95.7 million, or $0.32 per diluted share, in 2012) from merger-related expenses and deal costs (including integration costs), loss on extinguishment of debt and amortization of other intangibles, partially offset by income tax benefit. Net income attributable to common stockholders for the year ended December 31, 2013 was $453.5 million, or $1.54 per diluted common share, including expense associated with discontinued operations of $35.4 million. Net income attributable to common stockholders for the year ended December 31, 2012 was $362.8 million, or $1.23 per diluted common share, including discontinued operations of $55.0 million. This $90.7 million increase in net income attributable to common stockholders in 2013 over the prior year is primarily the result of the continued growth of the Company as described above.

FFO, as defined by the National Association of Real Estate Investment Trusts (“NAREIT”), for the year ended December 31, 2013 increased 18 percent to $1.2 billion, from $1.0 billion in the comparable 2012 period. This increase in NAREIT FFO is due primarily to the factors described above for normalized FFO, as well as significantly lower merger-related expenses and deal costs (including integration costs) and losses on extinguishment of debt than in 2012. NAREIT FFO per diluted common share for the year ended December 31, 2013 also increased 18 percent to $4.09, from $3.48 in 2012.


2013 FOURTH QUARTER

Fourth quarter 2013 normalized FFO increased seven percent to $313.6 million, from $293.6 million for the comparable 2012 period. Normalized FFO per diluted common share was $1.06 for the quarter ended December 31, 2013, an increase of seven percent from $0.99 for the comparable 2012 period. Normalized FFO per share grew ten percent in the fourth quarter of 2013, excluding non-cash items computed consistent with prior periods. This increase is due to the Company’s 2013 and 2012 investment activity, strong same-store cash flow growth in its seniors housing communities managed by Atria and Sunrise, rental increases from its triple-net lease portfolio and lower weighted average interest rates. These benefits were partially offset by higher debt balances, increases in general and administrative expenses and asset sales and loan repayments in 2012 and 2013. Weighted average diluted shares outstanding for the fourth quarter decreased to 296.0 million, compared to 297.1 million in 2012.

Net income attributable to common stockholders for the quarter ended December 31, 2013 was $108.4 million, or $0.37 per diluted common share, including discontinued operations of $0.1 million. Net income attributable to common stockholders for the quarter ended December 31, 2012 was $86.3 million, or $0.29 per diluted common share, including expense associated with discontinued operations of $15.2 million.

NAREIT FFO for the quarter ended December 31, 2013 was $305.1 million, an increase of seven percent from $284.0 million in the comparable 2012 period. NAREIT FFO per diluted common share for the quarter ended December 31, 2013 increased seven percent to $1.03, from $0.96 in 2012. This increase is due primarily to the factors described above for fourth quarter normalized FFO and lower merger-related expenses and deal costs (including integration costs) during the fourth quarter of 2013 compared to the same period in 2012.

VENTAS BOARD DECLARES FIRST QUARTER DIVIDEND OF $0.725 PER SHARE

The Company said today that its Board of Directors declared a dividend for the first quarter of $0.725 per share. This dividend represents an eight percent increase from the dividend in the first quarter of 2013. The dividend is payable in cash on March 28, 2014 to stockholders of record on March 7, 2014.

“Our quarterly dividend reflects our consistent growth and our confidence in Ventas’s business and team,” Ventas Chairman and Chief Executive Officer Debra A. Cafaro said. “We are pleased to share our success with our investors.”

PRIVATE PAY SENIORS HOUSING OPERATING PORTFOLIO

2013 Total Portfolio NOI of $449 Million; Annual Same-Store NOI Grows 5.6 Percent and Occupancy Rises 130 Basis Points

At December 31, 2013, the Company’s seniors housing operating portfolio included 237 communities, two of which were acquired in the fourth quarter of 2013: Atria manages 142 seniors housing communities and Sunrise manages 95 seniors housing communities.

Full year and fourth quarter 2013 Net Operating Income (“NOI”) after management fees for this portfolio totaled $449.0 million and $115.9 million, respectively.

For the 195 same-store private pay seniors housing communities owned by the Company during all of 2012 and 2013, average unit occupancy rose 130 basis points to 91.3 percent, NOI after management fees grew 5.6 percent and REVPOR (revenue per occupied room) grew 3.5 percent.


2013 RECAP

Investments and Dispositions

  • Ventas invested $1.9 billion in 2013, including development and redevelopment projects.
  • The $1.8 billion of acquisitions have an expected first-year NOI yield exceeding seven percent and the acquisitions were divided as follows:
                             

Property Type

 

Dollars in Millions

 

Percentage of Total

Triple-Net Leased Assets

$853 47%
Seniors Housing Operating Communities Managed by Atria $772 43%
Medical Office Buildings (“MOBs”) $181 10%
  • The Company invested $96 million in development and redevelopment during 2013 and included completions of one ground up Atria-managed seniors housing operating community on Cape Cod and an award-winning renovation of the Hallmark, an asset triple-net leased by Brookdale Senior Living, Inc.
  • Ventas sold 22 properties and received final repayment on loans receivable for approximately $358 million in aggregate proceeds, a yield of 8.6 percent.

Cash Flow Growth

  • Cash flows from operations were approximately $1.2 billion, an increase of more than 20 percent over the prior year. The Company generated over $300 million in cash flows from operations after capital expenditures and dividends.
  • Same-store cash NOI growth for the Company’s total portfolio (1,203 assets) was 5.0 percent in 2013 compared to 2012, including a $20 million rent prepayment received in the fourth quarter of 2013; without such payment, year-over-year same-store cash flow growth totaled 3.4 percent.

Liquidity, Capital Raising, Ratings and Balance Sheet

  • Ventas received rating upgrades from both Moody’s Investors Service (“Moody’s”) and Standard & Poor’s Rating Services (“S&P”). Ventas’s senior unsecured debt is currently rated BBB+ (stable) by Fitch Ratings, Baa1 (stable) by Moody’s and BBB+ (stable) by S&P.
  • Ventas issued and sold $1.6 billion aggregate principal amount of senior notes at a weighted average stated interest rate of 3.3 percent and a weighted average maturity at the time of issuance of 13.6 years.
  • Ventas issued and sold a total of 2.1 million shares for aggregate proceeds of $143.6 million under its “at the market” equity offering program.
  • Ventas closed a new $3 billion unsecured credit facility, including a $2 billion revolving credit facility (“Revolver”) and $1 billion in term loans, all maturing in 2018 and 2019 including extensions.
  • The Company repaid approximately $764 million aggregate principal amount of senior notes and mortgages that had a weighted average interest rate of 5.9 percent (cash) and 3.25 percent (GAAP).
  • The Company’s net debt to Adjusted Pro Forma EBITDA (as defined herein) at December 31, 2013 was 5.5x.
  • Currently the Company has $1.8 billion of liquidity under its Revolver and debt to total capitalization of 33 percent.

PORTFOLIO UPDATE AND ADDITIONAL INFORMATION

  • As announced on October 1, 2013, Ventas entered into favorable agreements with Kindred Healthcare, Inc. (NYSE: KND) (“Kindred”) to extend the leases at a higher rental rate with respect to 48 of the 108 licensed healthcare assets whose current lease term expires September 30, 2014 (the “2014 Renewal Assets”). The 2014 Renewal Assets consist of 86 skilled nursing facilities (“SNFs”) and 22 long-term acute care hospitals (“LTACs”). The Company is currently in the process of marketing principally for lease 60 SNFs that were not re-leased by Kindred. Ventas continues to expect the net impact of its agreements with Kindred and prospective new leases and sales for the 60 SNFs on its 2015 normalized FFO to range from $3 million to ($9 million), or $0.01 to ($0.03) per share based on current share count. Although the Company expects to successfully re-tenant and/or dispose of all of the 60 SNFs by the fourth quarter of 2014, there can be no assurance that the Company will be able to do so on a timely basis, if at all, or that expected normalized FFO and NOI results will be achieved.
  • 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.

VENTAS ISSUES 2014 NORMALIZED FFO GUIDANCE OF $4.31 TO $4.37 PER DILUTED SHARE WITHOUT UNANNOUNCED INVESTMENTS

Ventas said it currently expects its 2014 normalized FFO per diluted share, excluding the impact of unannounced acquisitions, divestitures and capital transactions, to range between $4.31 and $4.37. The Company’s guidance range represents approximately 5.5 percent to seven percent per share growth in normalized FFO, excluding non-cash items (projected to be $0.10 per diluted share), computed consistent with prior periods. A reconciliation of the Company’s guidance, and the non-cash items, to the Company’s projected GAAP earnings is attached to this press release at page 12.

The Company expects 2014 NOI for its total Atria- and Sunrise-managed seniors housing operating portfolio to be between $488 million and $500 million, representing approximately four to six percent same-store NOI growth. Its normalized FFO guidance further assumes no material changes in the current U.S. Dollar-Canadian Dollar foreign exchange rate; and the disposal of an asset pursuant to a pre-existing purchase option for $34.4 million (an 11.2 percent NOI yield) and reinvestment of proceeds at market yields.

The Company’s normalized FFO guidance (and related GAAP earnings projections) for all periods assumes, with certain immaterial exceptions, 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, other than as specifically stated, (a) net gains on the sales of real property assets, including gain on re-measurement of equity method investments, (b) merger-related costs and expenses, including amortization of intangibles, transition and integration/severance expenses, and deal costs and expenses, (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, fees, penalties or premiums, (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, and (e) the impact of future unannounced acquisitions or divestitures (including pursuant to tenant options to purchase) and capital transactions.

The Company’s guidance is based on a number of other assumptions that 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. The Company may from time to time update its publicly announced guidance, but it is not obligated to do so.


FOURTH 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 (877) 474-9506. 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 (888) 286-8010, passcode 85125582, beginning at approximately 2:00 p.m. Eastern Time and will be archived for 28 days.

Ventas, Inc., an S&P 500 company, is a leading real estate investment trust. Its diverse portfolio of nearly 1,500 assets in 47 states (including the District of Columbia) and two Canadian provinces 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.

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’, 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 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 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, 2013 and for the year ending December 31, 2014; (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, and obligations, including indemnification obligations, the Company may incur in connection with the replacement of an existing tenant; (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 currency exchange rates for U.S. or Canadian dollars or any other currency in which the Company may, from time to time, conduct business; (p) year-over-year changes in the Consumer Price Index and the effect of those changes on the rent escalators contained in the Company’s leases, and on 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 healthcare and seniors housing 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; and (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. Many of these factors are beyond the control of the Company and its management.


 
CONSOLIDATED BALANCE SHEETS
As of December 31, 2013, September 30, 2013, June 30, 2013, March 31, 2013 and December 31, 2012
(In thousands, except per share amounts)
         
December 31, September 30, June 30, March 31, December 31,
2013 2013 2013 2013 2012
Assets
Real estate investments:
Land and improvements $ 1,855,968 $ 1,856,739 $ 1,783,664 $ 1,764,208 $ 1,772,417
Buildings and improvements 18,457,028 18,383,075 17,238,843 16,977,860 16,920,821
Construction in progress 80,415 79,172 99,947 72,714 70,665
Acquired lease intangibles 1,010,181   1,012,163   990,548   984,023   981,704  
21,403,592 21,331,149 20,113,002 19,798,805 19,745,607
Accumulated depreciation and amortization (3,328,006 ) (3,156,206 ) (2,977,154 ) (2,803,068 ) (2,634,075 )
Net real estate property 18,075,586 18,174,943 17,135,848 16,995,737 17,111,532
Secured loans receivable and investments, net 376,229 400,889 470,441 490,107 635,002
Investments in unconsolidated entities 91,656   91,531   93,155   94,257   95,409  
Net real estate investments 18,543,471 18,667,363 17,699,444 17,580,101 17,841,943
Cash and cash equivalents 94,816 54,672 62,421 57,690 67,908
Escrow deposits and restricted cash 84,657 98,200 94,492 99,225 105,913
Deferred financing costs, net 62,215 55,242 50,821 54,079 42,551
Other assets 946,335   1,003,881   889,404   915,826   921,685  
Total assets $ 19,731,494   $ 19,879,358   $ 18,796,582   $ 18,706,921   $ 18,980,000  
 
Liabilities and equity
Liabilities:
Senior notes payable and other debt $ 9,364,992 $ 9,413,318 $ 8,420,073 $ 8,295,908 $ 8,413,646
Accrued interest 54,349 62,176 50,860 58,086 47,565
Accounts payable and other liabilities 1,001,515 1,019,166 887,314 910,692 995,156
Deferred income taxes 250,167   248,369   247,591   261,122   259,715  
Total liabilities 10,671,023 10,743,029 9,605,838 9,525,808 9,716,082
 
Redeemable OP unitholder and noncontrolling interests 156,660 171,921 184,217 194,302 174,555
 
Commitments and contingencies
 
Equity:
Ventas stockholders' equity:

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

Common stock, $0.25 par value; 297,901; 297,328; 296,940; 295,823 and 295,565 shares issued at December 31, 2013, September 30, 2013, June 30, 2013, March 31, 2013 and December 31, 2012, respectively

74,488 74,345 74,248 73,969 73,904
Capital in excess of par value 10,078,592 10,032,285 9,996,095 9,904,694 9,920,962
Accumulated other comprehensive income 19,659 21,293 19,752 21,828 23,354
Retained earnings (deficit) (1,126,541 ) (1,021,628 ) (943,384 ) (861,434 ) (777,927 )

Treasury stock, 3,712; 3,699; 3,698; 3,736 and 3,699 shares at December 31, 2013, September 30, 2013, June 30, 2013, March 31, 2013 and December 31, 2012, respectively

(221,917 ) (221,203 ) (221,129 ) (223,709 ) (221,165 )
Total Ventas stockholders' equity 8,824,281 8,885,092 8,925,582 8,915,348 9,019,128
Noncontrolling interest 79,530   79,316   80,945   71,463   70,235  
Total equity 8,903,811   8,964,408   9,006,527   8,986,811   9,089,363  
Total liabilities and equity $ 19,731,494   $ 19,879,358   $ 18,796,582   $ 18,706,921   $ 18,980,000  

 
CONSOLIDATED STATEMENTS OF INCOME
For the three months and years ended December 31, 2013 and 2012
(In thousands, except per share amounts)
       
For the Three Months For the Year
Ended December 31, Ended December 31,
 
2013 2012 2013 2012
Revenues:
Rental income:
Triple-net leased $ 232,544 $ 206,188 $ 875,877 $ 818,000
Medical office buildings 114,635   108,303   450,107   360,849  
347,179 314,491 1,325,984 1,178,849
Resident fees and services 366,129 321,935 1,406,005 1,227,124
Medical office building and other services revenue 6,478 3,950 17,809 20,741
Income from loans and investments 12,924 14,690 58,208 39,913
Interest and other income 146   664   2,047   1,106  
Total revenues 732,856 655,730 2,810,053 2,467,733
 
Expenses:
Interest 90,168 75,415 334,484 288,276
Depreciation and amortization 198,036 181,426 721,959 714,505
Property-level operating expenses:
Senior living 250,123 222,553 956,684 841,022
Medical office buildings 37,938   39,445   152,948   125,400  
288,061 261,998 1,109,632 966,422
Medical office building services costs 3,358 1,569 8,315 9,883
General, administrative and professional fees 30,349 23,022 115,106 98,510
Loss (gain) on extinguishment of debt, net 2,110 (699 ) 1,201 37,640
Merger-related expenses and deal costs 4,497 13,617 21,634 63,183
Other 5,407   1,888   18,732   6,940  
Total expenses 621,986   558,236   2,331,063   2,185,359  
 

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

110,870 97,494 478,990 282,374
(Loss) income from unconsolidated entities (1,041 ) 249 (508 ) 18,154
Income tax (expense) benefit (1,272 ) 3,555   11,828   6,282  
Income from continuing operations 108,557 101,298 490,310 306,810
Discontinued operations 102   (15,172 ) (35,421 ) 54,965  
Net income 108,659 86,126 454,889 361,775
Net income (loss) attributable to noncontrolling interest 219   (141 ) 1,380   (1,025 )
Net income attributable to common stockholders $ 108,440   $ 86,267   $ 453,509   $ 362,800  
 
Earnings per common share:
Basic:
Income from continuing operations attributable to common stockholders $ 0.37 $ 0.34 $ 1.67 $ 1.05
Discontinued operations   (0.05 ) (0.12 ) 0.19  
Net income attributable to common stockholders $ 0.37   $ 0.29   $

1.55

  $ 1.24  
Diluted:
Income from continuing operations attributable to common stockholders $ 0.37 $ 0.34 $ 1.66 $ 1.04
Discontinued operations   (0.05 ) (0.12 ) 0.19  
Net income attributable to common stockholders $ 0.37   $ 0.29   $

1.54

  $ 1.23  
 
Weighted average shares used in computing earnings per common share:
Basic 293,674 294,704 292,654 292,064
Diluted 296,047 297,089 295,110 294,488
 
Dividends declared per common share $ 0.725 $ 0.62 $ 2.735 $ 2.48

 
QUARTERLY CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
         
2013 Quarters 2012 Fourth
Fourth Third Second First Quarter
Revenues:
Rental income:
Triple-net leased $ 232,544 $ 218,373 $ 212,826 $ 212,134 $ 206,188
Medical office buildings 114,635   114,779   110,277   110,416   108,303  
347,179 333,152 323,103 322,550 314,491
Resident fees and services 366,129 359,112 341,594 339,170 321,935
Medical office building and other services revenue 6,478 4,146 3,537 3,648 3,950
Income from loans and investments 12,924 14,448 14,733 16,103 14,690
Interest and other income 146   66   797   1,038   664  
Total revenues 732,856 710,924 683,764 682,509 655,730
 
Expenses:
Interest 90,168 83,647 82,141 78,528 75,415
Depreciation and amortization 198,036 177,032 171,522 175,369 181,426
Property-level operating expenses:
Senior living 250,123 244,316 231,337 230,908 222,553
Medical office buildings 37,938   40,566   38,151   36,293   39,445  
288,061 284,882 269,488 267,201 261,998
Medical office building services costs 3,358 1,651 1,667 1,639 1,569
General, administrative and professional fees 30,349 28,659 27,324 28,774 23,022
Loss (gain) on extinguishment of debt, net 2,110 (189 ) (720 ) (699 )
Merger-related expenses and deal costs 4,497 6,208 6,667 4,262 13,617
Other 5,407   4,353   4,385   4,587   1,888  
Total expenses 621,986   586,243   562,474   560,360   558,236  
 

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

110,870 124,681 121,290 122,149 97,494
(Loss) income from unconsolidated entities (1,041 ) 110 (506 ) 929 249
Income tax (expense) benefit (1,272 ) 2,780   12,064   (1,744 ) 3,555  
Income from continuing operations 108,557 127,571 132,848 121,334 101,298
Discontinued operations 102   (8,972 ) (18,315 ) (8,236 ) (15,172 )
Net income 108,659 118,599 114,533 113,098 86,126
Net income (loss) attributable to noncontrolling interest 219   303   (47 ) 905   (141 )
Net income attributable to common stockholders $ 108,440   $ 118,296   $ 114,580   $ 112,193   $ 86,267  
 

Earnings per common share:

Basic:

Income from continuing operations attributable to common stockholders

$ 0.37 $ 0.43 $ 0.45 $ 0.41 $ 0.34
Discontinued operations   (0.03 ) (0.06 ) (0.03 ) (0.05 )
Net income attributable to common stockholders $ 0.37   $ 0.40   $ 0.39   $ 0.38   $ 0.29  
Diluted:

Income from continuing operations attributable to common stockholders

$ 0.37 $ 0.43 $ 0.45 $ 0.41 $ 0.34
Discontinued operations   (0.03 ) (0.06 ) (0.03 ) (0.05 )
Net income attributable to common stockholders $ 0.37   $ 0.40   $ 0.39   $ 0.38   $ 0.29  
 
Weighted average shares used in computing earnings per
common share:
Basic 293,674 292,818 292,635 291,455 294,704
Diluted 296,047 295,190 295,123 293,924 297,089

 
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31, 2013 and 2012
(In thousands)
  2013   2012
Cash flows from operating activities:
Net income $ 454,889 $ 361,775
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization (including amounts in discontinued operations) 769,881 764,775
Amortization of deferred revenue and lease intangibles, net (15,793 ) (17,118 )
Other non-cash amortization (16,745 ) (39,943 )
Stock-based compensation 20,653 20,784
Straight-lining of rental income, net (30,540 ) (24,042 )
Loss on extinguishment of debt, net 1,048 37,640
Gain on real estate dispositions, net (including amounts in discontinued operations) (3,617 ) (80,952 )
Gain on real estate loan investments (5,056 ) (5,230 )
Gain on sale of marketable debt securities (856 )
Income tax benefit (including amounts in discontinued operations) (11,828 ) (6,286 )
Loss (income) from unconsolidated entities 1,748 (1,509 )
Gain on re-measurement of equity interest upon acquisition, net (1,241 ) (16,645 )
Other 8,407 10,414
Changes in operating assets and liabilities:
(Increase) decrease in other assets (690 ) 3,756
Increase in accrued interest 6,806 9,969
Increase (decrease) in accounts payable and other liabilities 17,689   (24,572 )
Net cash provided by operating activities 1,194,755 992,816
Cash flows from investing activities:
Net investment in real estate property (1,437,002 ) (1,453,065 )
Purchase of private investment funds (276,419 )
Purchase of noncontrolling interest (14,331 ) (3,934 )
Investment in loans receivable and other (37,963 ) (452,558 )
Proceeds from real estate disposals 35,591 149,045
Proceeds from loans receivable 325,518 43,219
Proceeds from sale or maturity of marketable securities 5,493 37,500
Funds held in escrow for future development expenditures 19,458 (28,050 )
Development project expenditures (95,741 ) (114,002 )
Capital expenditures (81,614 ) (69,430 )
Other (2,169 ) (1,995 )
Net cash used in investing activities (1,282,760 ) (2,169,689 )
Cash flows from financing activities:
Net change in borrowings under revolving credit facilities (164,029 ) 84,938
Proceeds from debt 2,767,546 2,710,405
Repayment of debt (1,792,492 ) (1,193,023 )
Payment of deferred financing costs (31,277 ) (23,770 )
Issuance of common stock, net 141,343 342,469
Cash distribution to common stockholders (802,123 ) (728,546 )
Cash distribution to redeemable OP unitholders (5,040 ) (4,446 )
Purchases of redeemable OP units (659 ) (4,601 )
Contributions from noncontrolling interest 2,395 38
Distributions to noncontrolling interest (9,286 ) (5,215 )
Other 8,618   20,665  
Net cash provided by financing activities 114,996   1,198,914  
Net increase in cash and cash equivalents 26,991 22,041
Effect of foreign currency translation on cash and cash equivalents (83 ) 60
Cash and cash equivalents at beginning of period 67,908   45,807  
Cash and cash equivalents at end of period $ 94,816   $ 67,908  
 
Supplemental schedule of non-cash activities:
Assets and liabilities assumed from acquisitions:
Real estate investments $ 223,955 $ 582,694
Utilization of escrow funds held for an Internal Revenue Code Section 1031 exchange (134,003 )
Other assets acquired 6,635 77,730
Debt assumed 183,848 412,825
Other liabilities 29,868 70,391
Deferred income tax liability 5,181 4,299
Noncontrolling interests 11,693 34,580
Equity issued 4,326
Debt transferred on the sale of assets 14,535

 
QUARTERLY CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
         
2013 Quarters 2012 Fourth
Fourth Third Second First Quarter
Cash flows from operating activities:
Net income $ 108,659 $ 118,599 $ 114,533 $ 113,098 $ 86,126
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization (including amounts in discontinued operations) 200,556 188,393 193,989 186,943 201,748
Amortization of deferred revenue and lease intangibles, net (4,634 ) (4,156 ) (3,693 ) (3,310 ) (4,153 )
Other non-cash amortization (3,369 ) (3,975 ) (4,072 ) (5,329 ) (8,617 )
Stock-based compensation 5,643 4,210 5,138 5,662 4,255
Straight-lining of rental income, net (9,375 ) (6,835 ) (6,465 ) (7,865 ) (7,330 )
Loss (gain) on extinguishment of debt 2,110 (189 ) (873 ) (699 )
Gain on real estate dispositions, net (including amounts in discontinued operations) (1,376 ) (46 ) (1,718 ) (477 ) (1,804 )
Gain on real estate loan investments (1,458 ) (2,499 ) (759 ) (340 ) (5,789 )
Gain on sale of marketable debt securities (856 )
Income tax expense (benefit) (including amounts in discontinued operations) 1,272 (2,780 ) (12,064 ) 1,744 (3,555 )
Loss (income) from unconsolidated entities 1,041 (111 ) 506 312 (249 )
Gain on re-measurement of equity interest upon acquisition, net (1,241 )
Other 2,274 2,261 967 2,905 3,942
Changes in operating assets and liabilities:
Decrease (increase) in other assets 27,442 (11,717 ) (5,956 ) (10,459 ) 15,686
(Decrease) increase in accrued interest (7,818 ) 11,309 (7,215 ) 10,530 (8,761 )
Increase (decrease) in accounts payable and other liabilities 38,359   35,277   5,921   (61,868 ) 12,697  
Net cash provided by operating activities 359,326 327,741 277,383 230,305 283,497
Cash flows from investing activities:
Net investment in real estate property (78,236 ) (1,075,144 ) (227,447 ) (56,175 ) (298,153 )
Purchase of private investment funds (276,419 )
Purchase of noncontrolling interest (6,436 ) (1,771 ) (2,938 ) (3,186 )
Investment in loans receivable and other (3,246 ) (2,385 ) (29,543 ) (2,789 ) (422,035 )
Proceeds from real estate disposals 6,400 4,901 13,040 11,250 73,900
Proceeds from loans receivable 26,362 81,113 71,649 146,394 8,402
Proceeds from sale or maturity of marketable securities 5,493 37,500
Funds held in escrow for future development expenditures 4,269 3,373 6,376 5,440 (28,050 )
Development project expenditures (21,034 ) (26,423 ) (26,696 ) (21,588 ) (23,883 )
Capital expenditures (30,980 ) (18,175 ) (12,664 ) (19,795 ) (27,160 )
Other (1,758 )   (333 ) (78 ) 115  
Net cash (used in) provided by investing activities (104,659 ) (1,034,511 ) (203,063 ) 59,473 (955,783 )
Cash flows from financing activities:
Net change in borrowings under revolving credit facilities (71,443 ) 188,340 94,990 (375,916 ) (163,983 )
Proceeds from debt 1,000,702 848,389 1,584 916,871 1,142,023
Repayment of debt (951,960 ) (155,014 ) (49,725 ) (635,793 ) (90,023 )
Payment of deferred financing costs (11,300 ) (6,980 ) 811 (13,808 ) (19,513 )
Issuance of common stock, net 35,341 23,618 77,334 5,050
Cash distribution to common stockholders (213,353 ) (196,540 ) (196,530 ) (195,700 ) (183,306 )
Cash distribution to redeemable OP unitholders (1,561 ) (1,166 ) (1,162 ) (1,151 ) (1,088 )
Purchases of redeemable OP units (342 ) (109 ) (100 ) (108 ) (2,841 )
Contributions from noncontrolling interest 301 2,094 38
Distributions to noncontrolling interest (1,672 ) (2,569 ) (3,595 ) (1,450 ) (1,180 )
Other 788   1,022   4,750   2,058   1,535  
Net cash (used in) provided by financing activities (214,499 ) 698,991   (69,549 ) (299,947 ) 681,662  
Net increase (decrease) in cash and cash equivalents 40,168 (7,779 ) 4,771 (10,169 ) 9,376
Effect of foreign currency translation on cash and cash equivalents (24 ) 30 (40 ) (49 ) 2
Cash and cash equivalents at beginning of period 54,672   62,421   57,690   67,908   58,530  
Cash and cash equivalents at end of period $ 94,816   $ 54,672   $ 62,421   $ 57,690   $ 67,908  
 
Supplemental schedule of non-cash activities:
Assets and liabilities assumed from acquisitions:
Real estate investments $ 2,508 $ 131,427 $ 81,181 $ 8,839 $ 84,939
Other assets acquired 109 3,964 1,894 668 (22,159 )
Debt assumed 115,246 68,602 44,923
Other liabilities 2,285 17,090 4,071 6,422 9,707
Deferred income tax liability 332 3,055 262 1,532
Noncontrolling interests 10,140 1,553 8,150

 

NON-GAAP FINANCIAL MEASURES RECONCILIATION

Funds From Operations (FFO) Including and Excluding Non-Cash Items1

(Dollars in thousands, except per share amounts)

 
  Tentative Estimates
Preliminary and
YOY Subject to Change YOY
2012 2013 Growth FY2014 - Guidance Growth (2)
Q4 FY Q1 Q2 Q3 Q4 FY '12-'13 Low High '13-'14E
Net income attributable to common stockholders $ 86,267 $ 362,800 $ 112,193 $ 114,580 $ 118,296 $ 108,440 $ 453,509 $

485,811

$ 516,601
Net income attributable to common stockholders per share $ 0.29 $

1.23

$ 0.38 $ 0.39 $ 0.40 $ 0.37 $

1.54

$

1.64

$ 1.74
 
Adjustments:
Depreciation and amortization on real estate assets 180,158 710,082 174,091 170,106 175,585 196,514 716,296 760,786 750,786
Depreciation on real estate assets related to
noncontrolling interest (2,435 ) (8,503 ) (2,502 ) (2,617 ) (2,719 ) (2,674 ) (10,512 ) (9,705 ) (11,705 )
Depreciation on real estate assets related to
unconsolidated entities 1,510 7,516 1,646 1,622 1,634 1,641 6,543 6,501 5,501
Gain on re-measurement of equity interest upon
acquisition, net (16,645 ) (1,241 ) (1,241 )
Discontinued operations:
Gain on real estate dispositions, net (1,804 ) (80,952 ) (477 ) (1,718 ) (488 ) (1,376 ) (4,059 ) 1,000 (1,000 )
Depreciation and amortization on real estate assets 20,321   50,269   11,574   22,468   11,360   2,520   47,922     1,000   3,000  
Subtotal: FFO add-backs 197,750 661,767 183,091 189,861 185,372 196,625 754,949 759,582 746,582
Subtotal: FFO add-backs per share   $ 0.67   $ 2.25   $ 0.62   $ 0.64   $ 0.63   $ 0.66   $ 2.56     $ 2.56   $ 2.52    
FFO $ 284,017 $ 1,024,567 $ 295,284 $ 304,441 $ 303,668 $ 305,065 $ 1,208,458 18 % $

1,245,393

$ 1,263,183 4 %
FFO per share   $ 0.96   $ 3.48   $ 1.00   $ 1.03   $ 1.03   $ 1.03   $ 4.09  

18

%

$

4.20

  $ 4.26  

3

%

 
Adjustments:
Merger-related expenses and deal costs 13,617 63,183 4,262 6,592 6,209 4,497 21,560

10,000

20,000
Income tax (benefit) expense (3,555 ) (6,286 ) 1,744 (12,064 ) (2,780 ) 1,272 (11,828 ) 16,000 13,000
(Gain) loss on extinguishment of debt (699 ) 37,640 (873 ) (189 ) 2,110 1,048 5,000 (1,000 )
Change in fair value of financial instruments (52 ) 99 25 424 449
Amortization of other intangibles 255   1,022   256   255   256   255   1,022     1,522   522  
Subtotal: normalized FFO add-backs 9,566 95,658 6,287 (6,090 ) 3,496 8,558 12,251

32,522

32,522
Subtotal: normalized FFO add-backs per share   $ 0.03   $ 0.32   $ 0.02   $ (0.02 ) $ 0.01   $ 0.03   $ 0.04     $

0.11

  $ 0.11    
Normalized FFO $ 293,583 $ 1,120,225 $ 301,571 $ 298,351 $ 307,164 $ 313,623 $ 1,220,709 9 % $ 1,277,915 $ 1,295,705 5 %
Normalized FFO per share   $ 0.99   $ 3.80   $ 1.03   $ 1.01   $ 1.04   $ 1.06   $ 4.14  

9

%

$ 4.31   $ 4.37  

5

%

 
Non-cash items included in normalized FFO:
Amortization of deferred revenue and
lease intangibles, net (4,153 ) (17,118 ) (3,310 ) (3,693 ) (4,156 ) (4,634 ) (15,793 ) (15,525 ) (17,025 )
Other non-cash amortization, including fair market
value of debt (8,617 ) (39,943 ) (5,329 ) (4,072 ) (3,975 ) (3,369 ) (16,745 ) (6,868 ) (7,368 )
Stock-based compensation 4,255 20,784 5,662 5,138 4,210 5,643 20,653 20,200 24,200
Straight-lining of rental income, net (7,330 ) (24,042 ) (7,865 ) (6,465 ) (6,835 ) (9,375 ) (30,540 )   (28,693 ) (30,193 )
Subtotal: non-cash items included in normalized FFO (15,845 ) (60,319 ) (10,842 ) (9,092 ) (10,756 ) (11,735 ) (42,425 ) (30,886 ) (30,386 )
Subtotal: normalized FFO add-backs per share   $ (0.05 ) $ (0.20 ) $ (0.04 ) $ (0.03 ) $ (0.04 ) $ (0.04 ) $ (0.14 )   $ (0.10 ) $ (0.10 )  
Normalized FFO, excluding non-cash items $ 277,738 $ 1,059,906 $ 290,729 $ 289,259 $ 296,408 $ 301,888 $ 1,178,284 11 % $ 1,247,029 $ 1,265,319 7 %
Normalized FFO per share, excluding non-cash items   $ 0.93   $ 3.60   $ 0.99   $ 0.98   $ 1.00   $ 1.02   $ 3.99  

11

%

$ 4.21   $ 4.27  

6

%

Weighted average diluted shares 297,089 294,488 293,924 295,123 295,190 296,047 295,110 296,500 296,500
 

1 Totals and per share amounts may not add due to rounding. Per share quarterly amounts may not add to annual per share amounts

due to material changes in the Company’s weighted average diluted share count, if any.

2 2013-2014E growth assumes the midpoint of 2014 guidance.

 

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. 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 such as transactions and litigation.

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/severance 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; (f) charitable donations made to the Ventas Charitable Foundation; and (g) gains and losses for non-operational foreign currency hedge agreements and changes in the fair value of financial instruments.

FFO and normalized FFO presented herein may not be identical 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.


NON-GAAP FINANCIAL MEASURES RECONCILIATION
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 December 31, 2013, 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 non-cash stock-based compensation expense), excluding gains or losses on extinguishment of debt, income or loss from noncontrolling interest and unconsolidated entities, loss from merger-related expenses and deal costs, net gains on real estate activity and changes in the fair value of financial instruments (including amounts in discontinued operations) (“Adjusted Pro Forma EBITDA”) (dollars in thousands):

           
Net income attributable to common stockholders $ 108,440
Pro forma adjustments for current period investments, capital
transactions and dispositions 5,960  
 
Pro forma net income for the three months ended December 31, 2013 114,400
Add back:
Pro forma interest (including discontinued operations) 87,279
Pro forma depreciation and amortization (including discontinued operations) 200,815
Stock-based compensation 5,643
Loss on extinguishment of debt, net 2,110
Gain on real estate dispositions, net (1,376 )
Noncontrolling interest 219
Loss from unconsolidated entities 1,041
Income tax expense (including discontinued operations) 1,272
Change in fair value of financial instruments 424
Other taxes 998
Pro forma merger-related expenses and deal costs 3,693  
Adjusted Pro Forma EBITDA $ 416,518  
Adjusted Pro Forma EBITDA, annualized $ 1,666,072  
 
 
As of December 31, 2013:
Debt $ 9,364,992
Cash, including cash escrows pertaining to debt (123,591 )
Net debt $ 9,241,401  
 
Net debt to Adjusted Pro Forma EBITDA 5.5   x

 
NON-GAAP FINANCIAL MEASURES RECONCILIATION

NOI by Segment

(In thousands)
   
2013 Quarters 2012 Fourth
Fourth   Third   Second   First Quarter
Revenues
 
Triple-Net
Triple-Net Rental Income $ 232,544 $ 218,373 $ 212,826 $ 212,134 $ 206,188
 
Medical Office Buildings
Medical Office - Stabilized 106,966 107,418 104,220 104,437 102,249
Medical Office - Lease up 7,668   7,361   6,057   5,979   6,054
Total Medical Office Buildings - Rental Income 114,634   114,779   110,277   110,416   108,303
Total Rental Income 347,178 333,152 323,103 322,550 314,491
 
Medical Office Building Services Revenue 4,851   2,530   2,159   2,537   2,839
Total Medical Office Buildings - Revenue 119,485 117,309 112,436 112,953 111,142
 
Triple-Net Services Revenue 1,127 1,116 1,115 1,111 1,111
Non-Segment Services Revenue 500   500   263    
Total Medical Office Building and Other Services Revenue 6,478 4,146 3,537 3,648 3,950
 
Seniors Housing Operating
Seniors Housing - Stabilized 360,064 355,294 336,754 326,880 309,252
Seniors Housing - Lease up 5,422 3,152 4,114 11,548 11,940
Seniors Housing - Other 643   666   726   742   743
Total Resident Fees and Services 366,129 359,112 341,594 339,170

 

321,935
 
Non-Segment Income from Loans and Investments 12,924   14,448   14,733   16,103   14,690
Total Revenues, excluding Interest and Other Income 732,709 710,858 682,967 681,471 655,066
 
Property-Level Operating Expenses
 
Medical Office Buildings
Medical Office - Stabilized 35,262 37,669 35,930 34,371 37,209
Medical Office - Lease up 2,676   2,897   2,221   1,922   2,236
Total Medical Office Buildings 37,938 40,566 38,151 36,293 39,445
 
Seniors Housing Operating
Seniors Housing - Stabilized 245,404 241,319 227,907 222,362 212,782
Seniors Housing - Lease up 4,145 2,392 2,814 7,933 9,191
Seniors Housing - Other 574   605   616   613   580
Total Seniors Housing 250,123   244,316   231,337   230,908  

 

222,553
Total Property-Level Operating Expenses 288,061 284,882 269,488 267,201 261,998
 
Medical Office Building Services Costs 3,358 1,651 1,667 1,639 1,569
 
Net Operating Income
 
Triple-Net
Triple-Net Properties 232,544 218,373 212,826 212,134 206,188
Triple-Net Services Revenue 1,127   1,116   1,115   1,111   1,111
Total Triple-Net 233,671 219,489 213,941 213,245 207,299
 
Medical Office Buildings
Medical Office - Stabilized 71,704 69,749 68,290 70,066 65,040
Medical Office - Lease up 4,992   4,464   3,836   4,057   3,818
Total Medical Office Buildings 76,696 74,213 72,126 74,123 68,858
 
Seniors Housing Operating
Seniors Housing - Stabilized 114,660 113,975 108,847 104,518 96,470
Seniors Housing - Lease up 1,277 760 1,300 3,615 2,749
Seniors Housing - Other 69   61   110   129   163
Total Seniors Housing 116,006 114,796 110,257 108,262 99,382
Non-Segment 13,424   14,948   14,996   16,103   14,690
Net Operating Income $ 439,797   $ 423,446   $ 411,320   $ 411,733   $ 390,229
 
Note: Amounts above are adjusted to exclude discontinued operations for all periods presented.
 

NON-GAAP FINANCIAL MEASURES RECONCILIATION
Annual NOI
(In thousands)

The Company believes that NOI 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). The following is a reconciliation of NOI to net income (including amounts in discontinued operations) for the years ended December 31, 2013 and 2012:

             
2013 2012
 
Net income $ 454,889 $ 361,775
Adjustments:
Interest and other income (2,047 ) (6,158 )
Interest 340,381 302,031
Depreciation and amortization 769,881 764,774
General, administrative and professional fees 115,109 98,813
Loss on extinguishment of debt, net 1,048 37,640
Merger-related expenses and deal costs 21,634 63,183
Other 18,325 8,842
Loss (income) from unconsolidated entities 508 (18,154 )
Income tax benefit (11,828 ) (6,286 )
Gain on real estate dispositions, net   (3,617 )   (80,952 )
NOI 1,704,283 1,525,508
Discontinued operations   (14,224 )   (35,186 )
NOI (excluding amounts in discontinued operations) $ 1,690,059   $ 1,490,322  
 

Seniors Housing Operating NOI

 

2013 2012
Revenues
Total Resident Fees and Services $ 1,406,005 $ 1,227,124
Property-Level Operating Expenses
Total Seniors Housing   956,684     841,022  
Net Operating Income
Total Seniors Housing

$

449,321

 

$

386,102

 

 

 

 

 

 


NON-GAAP FINANCIAL MEASURES RECONCILIATION
Same-Store Total Portfolio NOI
(Dollars in thousands)
  For the Year Ended
December 31,
2013   2012
 
Net Operating Income $ 1,690,059 $ 1,490,322
 
Add:
4th Quarter $20 Million Rent Prepayment   20,000      
 
Less:
NOI Not Included in Same-Store 229,676 98,534
Straight-Lining of Rental Income 30,554 23,632
Non-Cash Rental Income 13,086 15,941
Non-Segment NOI   59,471     39,913  
  332,787     178,020  
 
Same-Store Cash NOI With the Rent Prepayment $ 1,377,272   $ 1,312,302  
 
Percentage Increase   5.0 %
 
Less:
4th Quarter $20 Million Rent Prepayment   20,000      
 
Same-Store Cash NOI Without the Rent Prepayment $ 1,357,272   $ 1,312,302  
 
Percentage Increase   3.4 %
 

Same-Store Seniors Housing Operating Portfolio NOI

For the Year Ended
December 31,
2013 2012
 
Net Operating Income $ 449,321 $ 386,102
 
Less:
NOI Not Included in Same-Store   63,844     20,977  
Same-Store NOI as Reported

$

385,477

 

$

365,125

 
 
Percentage Increase   5.6 %
 

Click here to subscribe to Mobile Alerts for Ventas, Inc.

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