News Details

Completes $1.2 Billion of Acquisitions in Second Quarter

Company Raises Full Year 2012 Normalized FFO Per Diluted Share Guidance to $3.70 to $3.74

CHICAGO--(BUSINESS WIRE)--Jul. 26, 2012-- Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) said today that normalized Funds From Operations (“FFO”) for the quarter ended June 30, 2012 increased approximately 96 percent to $277.8 million, from $141.5 million for the comparable 2011 period. Normalized FFO per diluted common share was $0.95 for the quarter ended June 30, 2012, a 19 percent increase from $0.80 for the comparable 2011 period. Weighted average diluted shares outstanding for the period rose by 64 percent to 292.6 million, compared to 177.9 million in the second quarter of 2011.

“Ventas offers both growth and defense for investors,” Ventas Chairman and Chief Executive Officer Debra A. Cafaro said. “We continued our record of consistent, strong growth in the second quarter, as we delivered exceptional results from our Atria- and Sunrise-managed communities, closed $1.2 billion in accretive acquisitions, maintained a fortress balance sheet and posted record earnings. We are pleased to increase our full-year outlook, reflecting the strength in our business model and execution.”

The second quarter’s substantial growth is primarily due to the Company’s acquisitions, including the May 2011 acquisition of 117 private pay senior living communities managed by Atria Senior Living, Inc. (“Atria”), the July 1, 2011 acquisition of Nationwide Health Properties, Inc. (“NHP”), the April 2012 acquisition of Cogdell Spencer Inc. (“Cogdell”) and the May 2012 acquisition of 16 private pay senior living communities from affiliates of Sunrise Senior Living, Inc. (NYSE: SRZ) (“Sunrise”); excellent performance in the Company’s seniors housing operating communities managed by Sunrise and Atria; rental increases from the Company’s triple-net lease portfolio; and lower weighted average interest rates. These benefits were partially offset by increases in general and administrative expenses, higher debt balances, increases in the Sunrise management fee and a significant increase in weighted average diluted shares outstanding.

The Company also recognized a net gain of $38.6 million in the second quarter of 2012 from real estate dispositions, which gain is excluded from both normalized FFO and NAREIT FFO (as defined below).

Normalized FFO for the quarter ended June 30, 2012 excludes the net expense (totaling $41.8 million, or $0.14 per diluted share) from loss on extinguishment of debt, merger-related expenses and deal costs (including integration costs), mark-to-market adjustment for derivatives and amortization of other intangibles, offset by income tax benefit. Normalized FFO for the quarter ended June 30, 2011 excluded the net expense (totaling $41.0 million, or $0.23 per diluted share) from merger-related expenses and deal costs (including integration costs), loss on extinguishment of debt and amortization of other intangibles, offset by income tax benefit and mark-to-market adjustment for derivatives.

Normalized FFO for the six months ended June 30, 2012 was $541.7 million, or $1.86 per diluted common share, a 21 percent increase per diluted common share from $262.6 million, or $1.54 per diluted common share, for the comparable 2011 period. Normalized FFO for the six months ended June 30, 2012 excludes the net expense (totaling $90.9 million, or $0.31 per diluted share) from loss on extinguishment of debt, merger-related expenses and deal costs (including integration costs), amortization of other intangibles, mark-to-market adjustment for derivatives and non-cash income tax expense.

Net income attributable to common stockholders for the quarter ended June 30, 2012 was $74.0 million, or $0.25 per diluted common share, including discontinued operations of $31.5 million, compared with net income attributable to common stockholders for the quarter ended June 30, 2011 of $19.7 million, or $0.11 per diluted common share, including discontinued operations of $1.2 million. This increase in net income attributable to common stockholders is primarily the result of the Company’s acquisitions, a net gain on real estate dispositions of $38.6 million and lower merger-related expenses and deal costs (including integration costs), partially offset by loss on extinguishment of debt.

Net income attributable to common stockholders for the six months ended June 30, 2012 was $164.7 million, or $0.56 per diluted common share, including discontinued operations of $74.2 million, compared with net income attributable to common stockholders for the six months ended June 30, 2011 of $68.7 million, or $0.40 per diluted common share, including discontinued operations of $2.2 million. This increase in net income attributable to common stockholders is primarily the result of the Company’s acquisitions, a net gain on real estate dispositions of $78.8 million and lower merger-related expenses and deal costs (including integration costs), partially offset by loss on extinguishment of debt and non-cash income tax expense.

FFO, as defined by the National Association of Real Estate Investment Trusts (“NAREIT”), for the quarter ended June 30, 2012 increased 135 percent to $236.0 million, from $100.6 million in the comparable 2011 period. NAREIT FFO per diluted common share for the quarter ended June 30, 2012 increased 42 percent to $0.81, from $0.57 in 2011. This increase is primarily due to the factors described above for net income excluding the net impact of gains or losses on real estate dispositions.

NAREIT FFO for the six months ended June 30, 2012 increased 124 percent to $450.8 million, from $201.6 million in the comparable 2011 period. NAREIT FFO per diluted common share for the six months ended June 30, 2011 increased 30 percent to $1.55, from $1.19 in 2011. This increase is primarily due to the factors described above for net income excluding the net impact of gains or losses on real estate dispositions.

PRIVATE PAY SENIORS HOUSING OPERATING PORTFOLIO

Second Quarter 2012 Total Portfolio NOI and Same-Store Occupancy Trend Positive

At June 30, 2012, the Company’s seniors housing operating portfolio included 95 private pay seniors housing communities managed by Sunrise and 119 private pay seniors housing communities managed by Atria. Of these 214 assets, 197 were owned by the Company for the full first and second quarters of 2012 (“same-store”).

Same-store Net Operating Income (“NOI”) before management fees for the 197 same-store communities increased 2.0 percent to $107.9 million in the second quarter of 2012 versus $105.7 million in the first quarter of 2012. Same-store NOI after management fees increased sequentially by 1.7 percent, from $90.3 million in the first quarter of 2012 to $91.8 million in the second quarter of 2012. Per unit occupancy in the 197 same-store communities rose 80 basis points to 89.2 percent in the second quarter of 2012 compared to the first quarter of 2012.

SECOND QUARTER HIGHLIGHTS AND OTHER RECENT DEVELOPMENTS

Portfolio, Performance and Balance Sheet Highlights

Investments and Dispositions

• Ventas completed the acquisition of Cogdell and its 71 high-quality MOBs. With this acquisition, Ventas is now the largest owner of MOBs in the U.S. with over 21 million square feet of owned and managed properties.
• Ventas acquired 16 high-quality, private pay seniors living communities managed by Sunrise for $362 million on May 1, 2012. May and June NOI after management fees totaled $4.4 million for these 16 communities.
• In addition, during the second quarter of 2012, Ventas invested over $98 million, including $18.2 million in assumed debt, in seniors housing communities at an expected unlevered yield of approximately 7.25 percent.
• Ventas sold thirteen assets for total consideration of $121.9 million, including a fee of $3 million.
• The Company has commitments to acquire over $300 million of additional assets during the second half of 2012, subject to various conditions.

Liquidity, Ratings and Balance Sheet

• The Company issued and sold $600.0 million aggregate principal amount of 4.00 percent senior notes due 2019 in April 2012 and redeemed $225.0 million principal amount of its 6¾ percent senior notes due 2017 in May 2012. Ventas recognized a loss on extinguishment of debt of approximately $10 million in the second quarter of 2012.
• In June 2012, the Company sold 5,980,000 shares of common stock and received $342.5 million in aggregate proceeds from the sale.
• The Company currently has approximately $1.6 billion of borrowing capacity available under its unsecured revolving credit facility and approximately $55.4 million in cash and cash equivalents.
• At June 30, 2012, the Company had $367 million of borrowings outstanding under its unsecured revolving credit facility, approximately $500 million of borrowings outstanding under its unsecured term loan facility, and $52.8 million of cash and cash equivalents.
• The Company’s debt to total capitalization at June 30, 2012 was approximately 28 percent.
• The Company’s net debt to Adjusted Pro Forma EBITDA (as defined herein) at June 30, 2012 was 4.9x.

Portfolio & Additional Information

• The 197 skilled nursing facilities (“SNFs”) and long-term acute care hospitals (“LTACs”) master 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, 2012 (the latest date available).
• With respect to the 89 licensed SNFs and LTACs whose current lease to Kindred expires April 30, 2013, Kindred has renewed or entered into a new lease for 35 assets at a total annual rent of $75 million, which represents approximately 60 percent of the total current annual rent of $126 million for the 89 facilities. Ventas is currently marketing for lease to qualified care providers the remaining 54 SNFs whose lease to Kindred expires April 30, 2013. Current annual rent for these 54 SNFs is $57 million, which Ventas believes approximates market rent.
• 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 RAISES 2012 NORMALIZED FFO PER DILUTED SHARE GUIDANCE TO $3.70 TO $3.74

Ventas currently expects its 2012 normalized FFO per diluted share to range between $3.70 and $3.74, improving its previously announced 2012 guidance (which included the accretive acquisition of Cogdell) of between $3.63 and $3.69 per diluted share. For the full year, Ventas expects average fully diluted shares outstanding to be approximately 295 million. The Company now expects 2012 NOI for its total Sunrise- and Atria-managed seniors housing operating portfolio, including assets acquired in 2012, to be between $375 million and $381 million.

The Company has included the impact of over $300 million in additional acquisitions in its updated guidance. In its improved outlook, the Company has also assumed (i) approximately $150 million in additional asset sales and/or loan repayments, and (ii) refinancing of approximately $350 million in current debt. There can be no assurance regarding the timing, terms or closing of any of these events.

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) 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, (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 acquisitions or divestitures (including pursuant to tenant options to purchase) and capital transactions, and (f) the financial impact of contingent consideration.

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 10:00 a.m. Eastern Time (9:00 a.m. Central Time). The dial-in number for the conference call is (617) 213-8839. 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 86631807, beginning at approximately 12:00 p.m. Eastern Time and will be archived for 28 days.

Ventas, Inc., an S&P 500 company, is a leading healthcare real estate investment trust. Its diverse portfolio of more than 1,400 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 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 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 its recent acquisition of Cogdell and 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 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 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 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, 2011 and the year ending December 31, 2012; (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 U.S. and Canadian currency exchange rates; (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, 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 property, liability and other insurance from reputable, 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 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; and (x) 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.

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 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 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) 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 relating to the Company’s lawsuit against HCP, Inc., (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 acquisitions or divestitures (including pursuant to tenant options to purchase) and capital transactions, (f) the financial impact of contingent consideration, (g) charitable donations made to the Ventas Charitable Foundation, and (h) 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 are not necessarily 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.

NORMALIZED FFO GUIDANCE FOR THE YEAR ENDING DECEMBER 31, 2012

The following table illustrates the Company’s normalized FFO per diluted common share guidance for the year ending December 31, 2012:

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, 2012, 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 loss on extinguishment of debt, net litigation proceeds, merger-related expenses and deal costs, gains or losses on sales of real property assets and changes in the fair value of financial instruments (including amounts in discontinued operations) (“Adjusted Pro Forma EBITDA”) (dollars in thousands):