News Details

CHICAGO, Aug 04, 2011 (BUSINESS WIRE) -- 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 (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.

SECOND QUARTER HIGHLIGHTS AND OTHER RECENT DEVELOPMENTS

Portfolio, Performance and Balance Sheet Highlights

Acquisitions

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

Liquidity, Ratings and Balance Sheet

• 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.
• 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.
• In May 2011, the Company issued and sold $700.0 million aggregate principal amount of 4.75 percent senior notes due 2021.
• 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.
• 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.
• 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.
• The Company's current availability under its credit facilities exceeds $1 billion.
• 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

• 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, 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).
• 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.
• "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.
• "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

• 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.
• 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.
• 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.
• 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.
• Supplemental information regarding the Company can be found on the Company's website under the "Investor Relations" section or at http://www.ventasreit.com/investor-relations/financial-information/supplemental-information. Beginning this quarter, the Company has provided additional 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 http://www.ventasreit.com or http://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 advisory services to highly rated hospitals and health systems throughout the United States. More information about Ventas and Lillibridge can be found at http://www.ventasreit.com and http://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 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.

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 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.

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:

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):

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).

SOURCE: Ventas, Inc.

Ventas, Inc.
David J. Smith
(877) 4-VENTAS