News Details

CHICAGO, May 05, 2011 (BUSINESS WIRE) --

Ventas, Inc. (NYSE: VTR) ("Ventas" or the "Company") said today that normalized Funds From Operations ("FFO") for the quarter ended March 31, 2011 increased 15.0 percent to $121.0 million, from $105.2 million for the comparable 2010 period. Normalized FFO per diluted common share was $0.75 for the quarter ended March 31, 2011, an increase of 11.9 percent from $0.67 for the comparable 2010 period. Weighted average diluted shares outstanding in the first quarter of 2011 rose by 3.2 percent to 162.0 million, compared to 157.0 million in the comparable 2010 period.

"We delivered excellent results in the first quarter, with a 12 percent increase in normalized FFO per diluted share, and maintained an exceptional credit profile," Ventas Chairman and Chief Executive Officer Debra A. Cafaro said. "In the first quarter, we announced the $7.4 billion acquisition of Nationwide Health Properties, and we expect to complete our $3.1 billion acquisition of 118 high-quality seniors housing assets managed by Atria Senior Living Group soon. With a strong balance sheet, a cohesive management team, and a large and growing investment opportunity set, we are executing on our strategy of building an enterprise that will provide strong returns to stakeholders from a diverse and productive portfolio of high-quality healthcare and seniors housing assets."

Normalized FFO for the quarter ended March 31, 2011 excludes the net expense (totaling $20.0 million, or $0.12 per diluted share) from merger-related expenses and deal costs, loss on extinguishment of debt and amortization of other intangibles, offset by income tax benefit. Normalized FFO for the quarter ended March 31, 2010 excluded the net expense (totaling $2.2 million, or $0.01 per diluted share) from merger-related expenses and deal costs, offset by income tax benefit.

First 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 ("NOI") at the Company's senior living and medical office building ("MOB") operating portfolios and lower interest expense, offset by increases in general and administrative expenses as a result of the Company's enterprise growth and higher weighted average diluted shares outstanding.

Net income attributable to common stockholders for the quarter ended March 31, 2011 was $49.0 million, or $0.30 per diluted common share, compared with net income attributable to common stockholders for the quarter ended March 31, 2010 of $52.6 million, or $0.34 per diluted common share, including discontinued operations of $0.7 million. This decrease is primarily the result of a $16.5 million loss on early extinguishment of debt recognized in the first quarter of 2011 and higher merger-related expenses and deal costs, which were substantially offset by higher NOI, an income tax benefit and lower interest expense.

FFO, as defined by the National Association of Real Estate Investment Trusts ("NAREIT"), for the quarter ended March 31, 2011 decreased 2.0 percent to $101.0 million, from $103.0 million in the comparable 2010 period. First quarter 2011 NAREIT FFO per diluted common share decreased 6.1 percent to $0.62, from $0.66 in the first quarter of 2010. This decrease is primarily due to the factors described above for net income.

SUNRISE-MANAGED PORTFOLIO

Total Portfolio

The Company's senior living operating portfolio includes 79 seniors housing communities in North America that are managed by Sunrise Senior Living, Inc. (NYSE: SRZ) ("Sunrise").

NOI for these 79 communities was $36.3 million for the quarter ended March 31, 2011, compared to $33.8 million for the comparable 2010 period. This 7.3 percent improvement in NOI was due to a 140 basis point increase in average occupancy to 89.7 percent, the reduction in management fee expense to 3.75 percent of revenues and a 3.1 percent increase in average daily rate, partially offset by higher expenses.

FIRST QUARTER HIGHLIGHTS AND OTHER RECENT DEVELOPMENTS

Portfolio, Performance and Balance Sheet Highlights

Acquisitions

• As previously announced, in October 2010, Ventas entered into a definitive agreement to acquire 118 private pay seniors housing communities managed by privately-owned Atria Senior Living Group, Inc. ("Atria") from funds affiliated with Lazard Real Estate Partners for a purchase price of $3.1 billion. Prior to the closing, Atria will spin off its management company, which will continue to operate the acquired assets under long-term management contracts with the Company. Upon closing, which is expected to occur shortly, Ventas will become the largest owner of seniors housing nationally. The transaction is subject to various closing conditions, including receipt of approvals and consents.
• On February 28, 2011, Ventas announced that it had entered into a definitive agreement to acquire Nationwide Health Properties, Inc. (NYSE: NHP) ("NHP") in a stock-for-stock transaction valued at approximately $7.4 billion. Under the terms of the agreement, in the merger, NHP stockholders will receive a fixed exchange ratio of 0.7866 shares of Ventas common stock for each share of NHP common stock they own. Upon closing, which is expected to occur in the third quarter of 2011, this transaction will create one of the largest publicly traded REITs and the leading healthcare REIT by equity value. Completion of the transaction is subject to the approval of shareholders of both companies and satisfaction of customary closing conditions.

Liquidity and Balance Sheet

• On February 4, 2011, the Company sold 5,563,000 shares of its common stock in an underwritten public offering at $53.93 per share and received total proceeds of $300 million.
• In February 2011, the Company repaid $307.2 million of mortgage debt and recognized a loss on early extinguishment of debt of $16.5 million.
• At March 31, 2011, the Company had $8.0 million outstanding under its revolving credit facilities, $988.9 million of undrawn availability, and $41.9 million of cash and short-term cash investments.
• The Company's debt to total capitalization at March 31, 2011 was approximately 23 percent. The Company's net debt to Adjusted Pro Forma EBITDA (as defined herein) at quarter end was 3.8x.

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 December 31, 2010 (the latest date available).
• "Same-store" cash NOI growth was 2.7 percent in the quarter ended March 31, 2011 for the Company's triple-net leased healthcare and seniors housing assets, compared to the first quarter of 2010.
• "Same-store" cash NOI growth for the Company's total portfolio was 3.7 percent in the first quarter of 2011, compared to the first quarter of 2010.

Additional Information

• On March 10, 2011, the United States Court of Appeals for the Sixth Circuit (the "Court") heard oral argument in the cross-appeals of the $101,672,807 judgment in favor of Ventas, and against HCP, Inc. ("HCP"). The Company expects the Court to issue its opinion during 2011.
• Supplemental information regarding the Company can be found on the Company's website under the "For Investors" section or at www.ventasreit.com/investors/supplemental.asp.

VENTAS REAFFIRMS 2011 NORMALIZED FFO PER DILUTED SHARE GUIDANCE OF $3.06 TO $3.14, EXCLUDING IMPACT OF PENDING NHP ACQUISITION

Ventas reaffirmed that it expects its 2011 normalized FFO per diluted common share to range between $3.06 and $3.14, including the impact of the Atria acquisition, but excluding the impact of the NHP acquisition, other unannounced acquisitions, divestitures and capital transactions. The Company also continues to expect NOI for its 79 high-quality seniors housing assets managed by Sunrise to be between $152 million and $157 million and annualized post-closing NOI for its 118 seniors housing assets managed by Atria to be between $186 million and $196 million. Ventas has previously stated that it expects its NHP acquisition to be accretive to normalized FFO.

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 its pending NHP acquisition, 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.

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.

FIRST QUARTER CONFERENCE CALL

Ventas will hold a conference call to discuss this earnings release today, at 10:00 a.m. Eastern Time (9:00 a.m. Central Time). The dial-in number for the conference call is (857) 350-1672. The participant passcode is "Ventas." The conference call is being webcast live by Thomson Reuters and can be accessed at the Company's website at www.ventasreit.com or www.earnings.com. A replay of the webcast will be available today online, or by calling (617) 801-6888, passcode 20420342, beginning at approximately 1:00 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 600 assets in 44 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. After giving effect to the pending Atria and NHP transactions, Ventas's portfolio will consist of more than 1,300 properties in 48 states (including the District of Columbia) and two Canadian provinces. 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', 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 its pending transactions with Atria and NHP and 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) 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; (i) the Company's ability to pay down, refinance, restructure and/or extend its indebtedness as it becomes due; (j) the Company's ability and willingness to maintain its qualification as a REIT due to economic, market, legal, tax or other considerations; (k) final determination of the Company's taxable net income for the year ended December 31, 2010 and for the year ending December 31, 2011; (l) 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; (m) 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; (n) the movement of U.S. and Canadian exchange rates; (o) 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; (p) 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; (q) 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; (r) 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; (s) 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; (t) the Company's ability to maintain or expand its relationships with its existing and future hospital and health system clients; (u) 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; (v) the impact of market or issuer events on the liquidity or value of the Company's investments in marketable securities; and (w) 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, and (d) the non-cash effect of income tax benefits or expenses.

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, EXCLUDING IMPACT OF PENDING NHP ACQUISITION

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 March 31, 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 and gains or losses on real estate disposals ("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, less interest and other income, 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
www.ventasreit.com