CHICAGO, Apr 06, 2009 (BUSINESS WIRE) -- Ventas, Inc. (NYSE: VTR) ("Ventas" or the "Company") today confirmed
that it expects its 2009 normalized Funds From Operations ("FFO"), on an
operating basis and before the impact of certain capital transactions
announced today, to be between $2.55 and $2.65 per diluted common share.
The Company said that it expects to further strengthen its balance sheet
and improve its financial strength and liquidity by offering 8,500,000
shares of common stock and $200 million of senior notes due 2016 (the
"Offerings"). It intends to use the proceeds of the Offerings to pay
down or repurchase its debt and for general corporate purposes. The
Company expects that these announced transactions, if completed, should
be modestly dilutive to its FFO per diluted share, but that the
opportunity to limit or eliminate near term debt maturities should
benefit all of its stakeholders. There can be no assurances that all or
any of the contemplated transactions will occur or, if they occur, the
timing or terms on which they will be completed.
The Company's normalized FFO guidance 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 (and related GAAP earnings projections) excludes (a) gains and
losses on the sales of assets, (b) the impact of future acquisitions or
divestitures (including pursuant to tenant options to purchase) and
capital transactions, (c) merger-related costs and expenses that are not
capitalized under GAAP, including expenses relating to the Company's
lawsuit against HCP, Inc., (d) 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 or
premiums incurred as a result of early retirement or payment of the
Company's debt, including in connection with the recent successful
extension of the Company's revolving credit facilities; (e) the non-cash
effect of income tax benefits or expenses; (f) acquisition costs and
expenses and earn out payments required by GAAP to be expensed rather
than capitalized into asset cost, and (g) the reversal or incurrence of
contingent 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 assurances that the Company
will achieve these results.
The issuer has filed a registration statement (including a prospectus)
with the Securities and Exchange Commission ("SEC") for the offering to
which this communication relates. Before you invest, you should read the
prospectus in that registration statement and other documents the issuer
has filed with the SEC for more complete information about the issuer
and this offering. You may get these documents free of charge by
visiting the SEC's Web site at www.sec.gov.
Alternatively, the issuer, any underwriter or any dealer participating
in the offering will arrange to send you the preliminary prospectus
supplement and accompanying prospectus if you request them by calling
Merrill Lynch at (866) 500-5408.
Ventas, Inc. is a leading healthcare real estate investment trust. Its
diverse portfolio of properties located in 43 states and two Canadian
provinces includes seniors housing communities, skilled nursing
facilities, hospitals, medical office buildings and other properties.
More information about Ventas can be found on its website at www.ventasreit.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,
capital expenditures, competitive positions, acquisitions, investment
opportunities, merger integration, growth opportunities, dispositions,
expected lease income, continued qualification as a real estate
investment trust ("REIT"), plans and objectives of management for future
operations and statements that include words such as "anticipate," "if,"
"believe," "plan," "estimate," "expect," "intend," "may," "could,"
"should," "will" and other similar expressions are forward-looking
statements. 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
operators, tenants, borrowers, managers and other third parties to meet
and/or perform their obligations under their respective contractual
arrangements with the Company, including, in some cases, their
obligations to indemnify, defend and hold harmless the Company from and
against various claims, litigation and liabilities; (b) the ability of
the Company's operators, tenants, borrowers and managers to maintain the
financial strength and liquidity necessary to satisfy their respective
obligations and liabilities to third parties, including without
limitation obligations under their existing credit facilities and other
indebtedness; (c) the Company's success in implementing its business
strategy and the Company's ability to identify, underwrite, finance,
consummate and integrate diversifying acquisitions or investments,
including those in different asset types and outside the United States;
(d) the nature and extent of future competition; (e) the extent of
future or pending healthcare reform and regulation, including cost
containment measures and changes in reimbursement policies, procedures
and rates; (f) increases in the Company's cost of borrowing as a result
of changes in interest rates and other factors; (g) the ability of the
Company's operators and managers, as applicable, to deliver high quality
services, to attract and retain qualified personnel and to attract
residents and patients; (h) the results of litigation affecting the
Company; (i) changes in general economic conditions and/or economic
conditions in the markets in which the Company may, from time to time,
compete, and the effect of those changes on the Company's revenues and
its ability to access the capital markets or other sources of funds; (j)
the Company's ability to pay down, refinance, restructure and/or extend
its indebtedness as it becomes due; (k) the Company's ability and
willingness to maintain its qualification as a REIT due to economic,
market, legal, tax or other considerations; (l) final determination of
the Company's taxable net income for the year ended December 31, 2008
and for the year ending December 31, 2009; (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 operators, tenants, borrowers
and managers to obtain and maintain adequate liability and other
insurance from reputable and financially stable providers; (r) the
impact of increased operating costs and uninsured professional liability
claims on the liquidity, financial condition and results of operations
of the Company's operators, tenants, borrowers and managers and the
ability of the Company's operators, tenants, borrowers and managers to
accurately estimate the magnitude of those claims; (s) the ability and
willingness of the lenders under the Company's unsecured revolving
credit facilities to fund, in whole or in part, borrowing requests made
by the Company from time to time; (t) the impact of market or issuer
events on the liquidity or value of the Company's investments in
marketable securities; and (u) the impact of any financial, accounting,
legal or regulatory issues that may affect the Company's major tenants,
operators or managers. Many of these factors are beyond the
control of the Company and its management.
Normalized FFO Guidance for the Year Ending December 31, 2009
The following table illustrates the Company's normalized FFO per diluted
common share guidance, on an operating basis and before the impact of
certain capital transactions announced today, for the year ending
December 31, 2009:
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GUIDANCE
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For the Year
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Ending
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December 31, 2009
|
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Net income applicable to common shares
|
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$ 1.15
|
-
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$ 1.25
|
|
Adjustments:
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Depreciation and amortization on real estate
|
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|
|
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assets, depreciation related to minority interest and
|
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gain on sale of real estate assets, net
|
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1.36
|
-
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1.36
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FFO
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2.51
|
-
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2.61
|
|
Adjustments:
|
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|
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Income tax benefit/expense, gain/loss on
|
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|
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extinguishment of debt and merger-related
|
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expenses, net
|
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0.04
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-
|
0.04
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Normalized FFO
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$ 2.55
|
-
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$ 2.65
|
SOURCE: Ventas, Inc.
Ventas, Inc.
David J. Smith
1-877-4VENTAS