Exhibit 99.2
VENTAS, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
As of and For the Six Months Ended June 30, 2015 and For the Year Ended December 31, 2014
On August 17, 2015, Ventas, Inc. (“Ventas” or the “Company”), entered into a Separation and Distribution Agreement with Care Capital Properties, Inc. (“CCP”), pursuant to which the Company agreed to transfer most of its post-acute / skilled nursing facility portfolio to CCP (the “Separation”) and distribute all of the Company-owned common stock of CCP to the Company’s stockholders in a distribution intended to be tax-free to the Company’s stockholders (the “Distribution”). The Distribution was effective at 11:59 p.m., Eastern Time, on August 17, 2015 (the “Effective Time”) to the Company’s stockholders of record as of the close of business on August 10, 2015. As a result of the Distribution, CCP is now an independent public company and its common stock is listed under the symbol “CCP” on the New York Stock Exchange.
The following unaudited pro forma condensed consolidated financial information sets forth:
· The historical consolidated financial information of Ventas as of and for the six months ended June 30, 2015, derived from Ventas’s unaudited consolidated financial statements, and the historical consolidated statement of income information of Ventas for the year ended December 31, 2014, derived from Ventas’s audited consolidated financial statements;
· Pro forma adjustments to give effect of the spin-off of CCP on August 17, 2015 on Ventas’s consolidated balance sheet as of June 30, 2015, as if the spin-off occurred on June 30, 2015;
· Pro forma adjustments to give effect to Ventas’s other 2015 and 2014 transactions, including the 2015 acquisitions of American Realty Capital Healthcare Trust, Inc. (“HCT”) and 12 skilled nursing facilities, and other 2015 and 2014 significant debt activity, on Ventas’s consolidated statements of income for the six months ended June 30, 2015 and for the year ended December 31, 2014, as if these transactions occurred on January 1, 2014; and
· Pro forma adjustments to give effect of the spin-off of CCP on August 17, 2015 on Ventas’s consolidated statements of income for the six months ended June 30, 2015 and for the year ended December 31, 2014, as if the spin-off occurred on January 1, 2014.
These unaudited pro forma condensed consolidated financial statements have been prepared for informational purposes only and are based on assumptions and estimates considered appropriate by Ventas’s management; however, they are not necessarily indicative of what Ventas’s consolidated financial condition or results of operations actually would have been assuming the transactions had been consummated as of the dates indicated, nor do they purport to represent Ventas’s consolidated financial position or results of operations for future periods. These unaudited pro forma condensed consolidated financial statements do not include the impact of any synergies that may be achieved in the transactions or any strategies that management may consider in order to continue to efficiently manage Ventas’s operations. This pro forma condensed consolidated financial information should be read in conjunction with:
· Ventas’s unaudited consolidated financial statements and the related notes thereto as of and for the six months ended June 30, 2015 included in the Company’s Quarterly Report on Form 10-Q for the quarter then ended, filed with the Securities and Exchange Commission (“SEC”) on July 27, 2015;
· Ventas’s audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2014 included in the Company’s Annual Report on Form 10-K for the year then ended, filed with the SEC on February 13, 2015; and
· CCP’s Predecessors combined consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2014 included in its information statement on Form 10 filed with the SEC on July 30, 2015.
VENTAS, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
As of June 30, 2015
(In thousands)
| | Ventas
Historical | | CCP Spin-Off
Adjustments
(A) | | Total Pro
Forma | |
Assets | | | | | | | |
Net real estate investments | | $ | 22,239,965 | | $ | (2,597,111 | ) | $ | 19,642,854 | |
Cash and cash equivalents | | 60,532 | | 206,584 | | 267,116 | |
Escrow deposits and restricted cash | | 193,960 | | — | | 193,960 | |
Deferred financing costs, net | | 68,284 | | (1,642 | ) | 66,642 | |
Other assets | | 1,712,421 | | (159,768 | ) | 1,552,653 | |
Total assets | | $ | 24,275,162 | | $ | (2,551,937 | ) | $ | 21,723,225 | |
Liabilities and equity | | | | | | | |
Liabilities: | | | | | | | |
Senior notes payable and other debt | | $ | 11,507,861 | | $ | (1,059,680 | ) | $ | 10,448,181 | |
Accrued interest | | 77,631 | | — | | 77,631 | |
Accounts payable and other liabilities | | 1,026,359 | | (205,941 | ) | 820,418 | |
Deferred income taxes | | 370,161 | | — | | 370,161 | |
Total liabilities | | 12,982,012 | | (1,265,621 | ) | 11,716,391 | |
Redeemable OP unitholder and noncontrolling interests | | 199,404 | | — | | 199,404 | |
Commitments and contingencies | | | | | | | |
Equity: | | | | | | | |
Total Ventas stockholders’ equity | | 11,027,483 | | (1,281,556 | ) | 9,745,927 | |
Noncontrolling interest | | 66,263 | | (4,760 | ) | 61,503 | |
Total equity | | 11,093,746 | | (1,286,316 | ) | 9,807,430 | |
Total liabilities and equity | | $ | 24,275,162 | | $ | (2,551,937 | ) | $ | 21,723,225 | |
See accompanying notes to unaudited pro forma condensed consolidated financial statements.
VENTAS, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
For the Six Months Ended June 30, 2015 (In thousands, except per share amounts)
| | Ventas
Historical | | Other 2015
Transactions (B) | | Pro Forma for
Other 2015
Transactions | | CCP Spin-Off
Adjustments (A) | | Total Pro Forma | |
Revenues: | | | | | | | | | | | |
Rental income: | | | | | | | | | | | |
Triple-net leased | | $ | 526,768 | | $ | 2,816 | | $ | 529,584 | | $ | (159,152 | ) | $ | 370,432 | |
Medical office buildings | | 277,393 | | 5,004 | | 282,397 | | — | | 282,397 | |
| | 804,161 | | 7,820 | | 811,981 | | (159,152 | ) | 652,829 | |
Resident fees and services | | 901,559 | | 6,402 | | 907,961 | | — | | 907,961 | |
Medical office building and other services revenue | | 19,951 | | — | | 19,951 | | — | | 19,951 | |
Income from loans and investments | | 48,967 | | 37 | | 49,004 | | (1,725 | ) | 47,279 | |
Interest and other income | | 708 | | — | | 708 | | (63 | ) | 645 | |
Total revenues | | 1,775,346 | | 14,259 | | 1,789,605 | | (160,940 | ) | 1,628,665 | |
Expenses: | | | | | | | | | | | |
Interest | | 214,181 | | (3,774 | ) | 210,407 | | (12,463 | ) | 197,944 | |
Depreciation and amortization | | 496,636 | | 14,430 | | 511,066 | | (67,192 | ) | 443,874 | |
Property-level operating expenses: | | | | | | | | | | | |
Senior living | | 597,614 | | 4,826 | | 602,440 | | — | | 602,440 | |
Medical office buildings | | 85,670 | | 883 | | 86,553 | | — | | 86,553 | |
| | 683,284 | | 5,709 | | 688,993 | | — | | 688,993 | |
Medical office building services costs | | 12,682 | | — | | 12,682 | | — | | 12,682 | |
General, administrative and professional fees | | 68,292 | | 3,364 | | 71,656 | | (5,000 | ) | 66,656 | |
Gain on extinguishment of debt, net | | (434 | ) | — | | (434 | ) | — | | (434 | ) |
Merger-related expenses and deal costs | | 49,757 | | — | | 49,757 | | (3,755 | ) | 46,002 | |
Other | | 10,387 | | — | | 10,387 | | (1,019 | ) | 9,368 | |
Total expenses | | 1,534,785 | | 19,729 | | 1,554,514 | | (89,429 | ) | 1,465,085 | |
Income (loss) before loss from unconsolidated entities, income taxes, discontinued operations, real estate dispositions and noncontrolling interest | | 240,561 | | (5,470 | ) | 235,091 | | (71,511 | ) | 163,580 | |
Loss from unconsolidated entities | | (242 | ) | — | | (242 | ) | — | | (242 | ) |
Income tax benefit | | 17,039 | | 2,262 | | 19,301 | | — | | 19,301 | |
Income (loss) from continuing operations | | 257,358 | | (3,208 | ) | 254,150 | | (71,511 | ) | 182,639 | |
Gain on real estate dispositions | | 14,155 | | — | | 14,155 | | — | | 14,155 | |
Income (loss) from continuing operations, including real estate dispositions | | 271,513 | | (3,208 | ) | 268,305 | | (71,511 | ) | 196,794 | |
Net income (loss) attributable to noncontrolling interest | | 894 | | — | | 894 | | (112 | ) | 782 | |
Income (loss) from continuing operations attributable to common stockholders, including real estate dispositions | | $ | 270,619 | | $ | (3,208 | ) | $ | 267,411 | | $ | (71,399 | ) | $ | 196,012 | |
Income from continuing operations attributable to common stockholders per common share, including real estate dispositions: | | | | | | | | | | | |
Basic | | $ | 0.82 | | N/A | | $ | 0.81 | | N/A | | $ | 0.59 | |
Diluted | | $ | 0.82 | | N/A | | $ | 0.81 | | N/A | | $ | 0.59 | |
Weighted average shares used in computing earnings per common share: | | | | | | | | | | | |
Basic | | 327,890 | | N/A | | 327,890 | | N/A | | 327,890 | |
Diluted | | 331,424 | | N/A | | 331,424 | | N/A | | 331,424 | |
See accompanying notes to unaudited pro forma condensed consolidated financial statements.
VENTAS, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
For the Year Ended December 31, 2014
(In thousands, except per share amounts)
| | Ventas
Historical | | Other 2015 and
2014
Transactions (B) | | Pro Forma for
Other 2015 and
2014
Transactions | | CCP Spin-Off
Adjustments (A) | | Total Pro
Forma | |
Revenues: | | | | | | | | | | | |
Rental income: | | | | | | | | | | | |
Triple-net leased | | $ | 970,377 | | $ | 44,987 | | $ | 1,015,364 | | $ | (327,490 | ) | $ | 687,874 | |
Medical office buildings | | 463,618 | | 110,167 | | 573,785 | | — | | 573,785 | |
| | 1,433,995 | | 155,154 | | 1,589,149 | | (327,490 | ) | 1,261,659 | |
Resident fees and services | | 1,552,951 | | 155,454 | | 1,708,405 | | — | | 1,708,405 | |
Medical office building and other services revenue | | 29,364 | | — | | 29,364 | | 2,500 | | 31,864 | |
Income from loans and investments | | 55,169 | | 880 | | 56,049 | | (3,400 | ) | 52,649 | |
Interest and other income | | 4,267 | | 11 | | 4,278 | | (2 | ) | 4,276 | |
Total revenues | | 3,075,746 | | 311,499 | | 3,387,245 | | (328,392 | ) | 3,058,853 | |
Expenses: | | | | | | | | | | | |
Interest | | 376,842 | | 53,568 | | 430,410 | | (24,895 | ) | 405,515 | |
Depreciation and amortization | | 826,911 | | 167,115 | | 994,026 | | (116,953 | ) | 877,073 | |
Property-level operating expenses: | | | | | | | | | | | |
Senior living | | 1,036,556 | | 105,736 | | 1,142,292 | | — | | 1,142,292 | |
Medical office buildings | | 158,542 | | 20,939 | | 179,481 | | — | | 179,481 | |
| | 1,195,098 | | 126,675 | | 1,321,773 | | — | | 1,321,773 | |
Medical office building services costs | | 17,092 | | — | | 17,092 | | — | | 17,092 | |
General, administrative and professional fees | | 121,746 | | 11,756 | | 133,502 | | (10,000 | ) | 123,502 | |
Loss on extinguishment of debt, net | | 5,564 | | — | | 5,564 | | 6,881 | | 12,445 | |
Merger-related expenses and deal costs | | 45,051 | | — | | 45,051 | | (1,547 | ) | 43,504 | |
Other | | 38,925 | | — | | 38,925 | | (13,183 | ) | 25,742 | |
Total expenses | | 2,627,229 | | 359,114 | | 2,986,343 | | (159,697 | ) | 2,826,646 | |
Income (loss) before loss from unconsolidated entities, income taxes, discontinued operations, real estate dispositions and noncontrolling interest | | 448,517 | | (47,615 | ) | 400,902 | | (168,695 | ) | 232,207 | |
Loss from unconsolidated entities | | (139 | ) | — | | (139 | ) | — | | (139 | ) |
Income tax benefit | | 8,732 | | 21,409 | | 30,141 | | — | | 30,141 | |
Income (loss) from continuing operations | | 457,110 | | (26,206 | ) | 430,904 | | (168,695 | ) | 262,209 | |
Gain on real estate dispositions | | 17,970 | | — | | 17,970 | | 61 | | 18,031 | |
Income (loss) from continuing operations, including real estate dispositions | | 475,080 | | (26,206 | ) | 448,874 | | (168,634 | ) | 280,240 | |
Net income (loss) attributable to noncontrolling interest | | 1,419 | | — | | 1,419 | | (185 | ) | 1,234 | |
Income (loss) from continuing operations attributable to common stockholders | | $ | 473,661 | | $ | (26,206 | ) | $ | 447,455 | | $ | (168,449 | ) | $ | 279,006 | |
Income from continuing operations attributable to common stockholders per common share, including real estate dispositions: | | | | | | | | | | | |
Basic | | $ | 1.61 | | N/A | | $ | 1.39 | | N/A | | $ | 0.86 | |
Diluted | | $ | 1.59 | | N/A | | $ | 1.37 | | N/A | | $ | 0.86 | |
Weighted average shares used in computing earnings per common share: | | | | | | | | | | | |
Basic | | 294,175 | | 28,415 | | 322,590 | | N/A | | 322,590 | |
Diluted | | 296,677 | | 29,533 | | 326,210 | | N/A | | 326,210 | |
See accompanying notes to unaudited pro forma condensed consolidated financial statements.
VENTAS, INC.
NOTES AND MANAGEMENT’S ASSUMPTIONS TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - BASIS OF PRO FORMA PRESENTATION
Ventas, Inc. (“Ventas” or the “Company”) is a real estate investment trust (“REIT”) with a geographically diverse portfolio of seniors housing and healthcare properties in the United States, Canada and the United Kingdom. The historical consolidated financial statements of Ventas include the accounts of the Company and its wholly owned subsidiaries and joint venture entities over which it exercises control.
On August 17, 2015, Ventas, Inc. (“Ventas” or the “Company”), entered into a Separation and Distribution Agreement with Care Capital Properties, Inc. (“CCP”), pursuant to which the Company agreed to transfer most of its post-acute / skilled nursing facility portfolio to CCP (the “Separation”) and distribute all of the Company-owned common stock of CCP to the Company’s stockholders in a distribution intended to be tax-free to the Company’s stockholders (the “Distribution”). The Distribution was effective at 11:59 p.m., Eastern Time, on August 17, 2015 (the “Effective Time”) to the Company’s stockholders of record as of the close of business on August 10, 2015. As a result of the Distribution, CCP is now an independent public company and its common stock is listed under the symbol “CCP” on the New York Stock Exchange.
NOTE 2 - ADJUSTMENTS TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(A) Reflects the financial statement effects of the spin-off of CCP on August 17, 2015. Adjustments also reflect the financial statement effects of the transition services arrangement entered into with CCP, a $1.3 billion distribution received by Ventas from CCP and the repayment of $1.1 billion of Ventas indebtedness and related fees.
(B) Adjustments reflect the financial statement effects of Ventas’s January 2015 acquisitions of American Realty Capital Healthcare Trust, Inc. (“HCT”) and 12 skilled nursing facilities, of which certain HCT properties and all 12 skilled nursing facilities were included in the spin-off of CCP on August 17, 2015. Adjustments also reflect the Company’s 2015 and 2014 senior note debt issuances and maturities, as if those transactions were consummated on January 1, 2014.
The adjustment to general, administrative and professional fees reflects the actual savings that Ventas expects to realize after the spin-off, which is lower than its allocation of historical expenses to CCP, due to costs related to corporate functions that both CCP and Ventas will incur as independent publicly traded companies, such as executive oversight, treasury, finance, legal, human resources, tax planning, internal audit, financial reporting, information technology and investor relations.
NOTE 3 - FUNDS FROM OPERATIONS AND NORMALIZED FUNDS FROM OPERATIONS
VENTAS, INC.
UNAUDITED PRO FORMA FFO AND NORMALIZED FFO(1)
For the Six Months Ended June 30, 2015
(In thousands, except per share amounts)
| | Ventas
Historical | | Other 2015
Transactions | | Pro Forma
for Other
2015
Transactions | | CCP
Spin-Off
Adjustments | | Total Pro
Forma | |
| | | | | | | | | | | |
Income (loss) from continuing operations attributable to common stockholders, including real estate dispositions | | $ | 270,619 | | $ | (3,208 | ) | $ | 267,411 | | $ | (71,399 | ) | $ | 196,012 | |
Discontinued operations | | (356 | ) | — | | (356 | ) | — | | (356 | ) |
Net income (loss) attributable to common stockholders | | 270,263 | | (3,208 | ) | 267,055 | | (71,399 | ) | 195,656 | |
Adjustments: | | | | | | | | | | | |
Real estate depreciation and amortization | | 493,043 | | 14,430 | | 507,473 | | (67,192 | ) | 440,281 | |
Real estate depreciation related to noncontrolling interest | | (4,016 | ) | — | | (4,016 | ) | 134 | | (3,882 | ) |
Real estate depreciation related to unconsolidated entities | | 2,926 | | — | | 2,926 | | — | | 2,926 | |
Gain on real estate dispositions | | (14,155 | ) | — | | (14,155 | ) | — | | (14,155 | ) |
Discontinued operations: | | | | | | | | | | | |
Gain on real estate dispositions | | (277 | ) | — | | (277 | ) | — | | (277 | ) |
Depreciation on real estate assets | | 24 | | — | | 24 | | — | | 24 | |
FFO | | 747,808 | | 11,222 | | 759,030 | | (138,457 | ) | 620,573 | |
Adjustments: | | | | | | | | | | | |
Change in fair value of financial instruments | | 24 | | — | | 24 | | — | | 24 | |
Non-cash income tax benefit | | (18,239 | ) | (2,262 | ) | (20,501 | ) | — | | (20,501 | ) |
Gain on extinguishment of debt, net | | (18 | ) | — | | (18 | ) | — | | (18 | ) |
Merger-related expenses, deal costs and re-audit costs | | 51,137 | | — | | 51,137 | | (3,755 | ) | 47,382 | |
Amortization of other intangibles | | 1,182 | | — | | 1,182 | | — | | 1,182 | |
Normalized FFO | | $ | 781,894 | | $ | 8,960 | | $ | 790,854 | | $ | (142,212 | ) | $ | 648,642 | |
| | | | | |
| | Ventas
Historical | | Total Pro
Forma | |
| | | | | |
Income from continuing operations attributable to common stockholders, including real estate dispositions | | $ | 0.82 | | $ | 0.59 | |
Discontinued operations | | (0.00 | ) | (0.00 | ) |
Net income attributable to common stockholders | | 0.82 | | 0.59 | |
Adjustments: | | | | | |
Real estate depreciation and amortization | | 1.49 | | 1.33 | |
Real estate depreciation related to noncontrolling interest | | (0.01 | ) | (0.01 | ) |
Real estate depreciation related to unconsolidated entities | | 0.01 | | 0.01 | |
Gain on real estate dispositions | | (0.04 | ) | (0.04 | ) |
Discontinued operations: | | | | | |
Gain on real estate dispositions | | (0.00 | ) | (0.00 | ) |
Depreciation on real estate assets | | 0.00 | | 0.00 | |
FFO | | 2.26 | | 1.87 | |
Adjustments: | | | | | |
Change in fair value of financial instruments | | 0.00 | | 0.00 | |
Non-cash income tax benefit | | (0.06 | ) | (0.06 | ) |
Gain on extinguishment of debt, net | | (0.00 | ) | (0.00 | ) |
Merger-related expenses, deal costs and re-audit costs | | 0.15 | | 0.14 | |
Amortization of other intangibles | | 0.00 | | 0.00 | |
Normalized FFO | | $ | 2.36 | | $ | 1.96 | |
| | | | | |
Dilutive shares outstanding used in computing FFO and normalized FFO per common share | | 331,424 | | 331,424 | |
(1) Per share amounts may not add due to rounding.
VENTAS, INC.
UNAUDITED PRO FORMA FFO AND NORMALIZED FFO(1)
For the Year Ended December 31, 2014
(In thousands, except per share amounts)
| | Ventas
Historical | | Other 2015
and 2014
Transactions | | Pro Forma
for Other
2015 and
2014
Transactions | | CCP
Spin-Off
Adjustments | | Total Pro
Forma | |
| | | | | | | | | | | |
Income (loss) from continuing operations attributable to common stockholders, including real estate dispositions | | $ | 473,661 | | $ | (26,206 | ) | $ | 447,455 | | $ | (168,449 | ) | $ | 279,006 | |
Discontinued operations | | 2,106 | | — | | 2,106 | | — | | 2,106 | |
Net income (loss) attributable to common stockholders | | 475,767 | | (26,206 | ) | 449,561 | | (168,449 | ) | 281,112 | |
Adjustments: | | | | | | | | | | | |
Real estate depreciation and amortization | | 820,344 | | 167,115 | | 987,459 | | (116,953 | ) | 870,506 | |
Real estate depreciation related to noncontrolling interest | | (10,314 | ) | — | | (10,314 | ) | 427 | | (9,887 | ) |
Real estate depreciation related to unconsolidated entities | | 5,792 | | — | | 5,792 | | — | | 5,792 | |
Gain on real estate dispositions | | (17,970 | ) | — | | (17,970 | ) | (61 | ) | (18,031 | ) |
Discontinued operations: | | | | | | | | | | | |
Gain on real estate dispositions | | (1,494 | ) | — | | (1,494 | ) | — | | (1,494 | ) |
Depreciation on real estate assets | | 1,555 | | — | | 1,555 | | — | | 1,555 | |
FFO | | 1,273,680 | | 140,909 | | 1,414,589 | | (285,036 | ) | 1,129,553 | |
Adjustments: | | | | | | | | | | | |
Change in fair value of financial instruments | | 5,121 | | — | | 5,121 | | — | | 5,121 | |
Non-cash income tax benefit | | (9,431 | ) | (21,409 | ) | (30,840 | ) | — | | (30,840 | ) |
Loss on extinguishment of debt, net | | 5,013 | | — | | 5,013 | | — | | 5,013 | |
Merger-related expenses, deal costs and re-audit fees | | 54,389 | | — | | 54,389 | | (1,547 | ) | 52,842 | |
Amortization of other intangibles | | 1,246 | | — | | 1,246 | | — | | 1,246 | |
Normalized FFO | | $ | 1,330,018 | | $ | 119,500 | | $ | 1,449,518 | | $ | (286,583 | ) | $ | 1,162,935 | |
| | | | | |
| | Ventas
Historical | | Total Pro
Forma | |
| | | | | |
Income from continuing operations attributable to common stockholders, including real estate dispositions | | $ | 1.59 | | $ | 0.86 | |
Discontinued operations | | 0.01 | | 0.01 | |
Net income attributable to common stockholders | | 1.60 | | 0.86 | |
Adjustments: | | | | | |
Real estate depreciation and amortization | | 2.77 | | 2.67 | |
Real estate depreciation related to noncontrolling interest | | (0.03 | ) | (0.03 | ) |
Real estate depreciation related to unconsolidated entities | | 0.02 | | 0.02 | |
Gain on real estate dispositions | | (0.06 | ) | (0.06 | ) |
Discontinued operations: | | | | | |
Gain on real estate dispositions | | (0.01 | ) | (0.00 | ) |
Depreciation on real estate assets | | 0.01 | | 0.00 | |
FFO | | 4.29 | | 3.46 | |
Adjustments: | | | | | |
Change in fair value of financial instruments | | 0.02 | | 0.02 | |
Non-cash income tax benefit | | (0.03 | ) | (0.09 | ) |
Loss on extinguishment of debt, net | | 0.02 | | 0.02 | |
Merger-related expenses, deal costs and re-audit costs | | 0.18 | | 0.16 | |
Amortization of other intangibles | | 0.00 | | 0.00 | |
Normalized FFO | | $ | 4.48 | | $ | 3.56 | |
| | | | | |
Dilutive shares outstanding used in computing FFO and normalized FFO per common share | | 296,677 | | 326,210 | |
(1) Per share amounts may not add due to rounding.
Unaudited pro forma Funds From Operations (“FFO”) and normalized FFO are presented herein for informational purposes only and are based on available information and assumptions that the Company’s management believes to be reasonable; however, they are not necessarily indicative of what Ventas’s FFO or normalized FFO actually would have been assuming the transactions had occurred as of the dates indicated.
Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. However, since real estate values historically have risen or fallen with market conditions, many industry investors deem presentations of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. To overcome this problem, Ventas considers FFO and normalized FFO to be appropriate measures of operating performance of an equity REIT. In particular, Ventas believes that normalized FFO is useful because it allows investors, analysts and Ventas management to compare Ventas’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 and other events such as transactions and litigation. In some cases, Ventas provides information about identified non-cash components of FFO and normalized FFO because it allows investors, analysts and Ventas management to assess the impact of those items on Ventas’s financial results.
Ventas uses the National Association of Real Estate Investment Trusts (“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. Ventas 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 expenses, and deal costs and expenses, including expenses and recoveries relating to the Company’s 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 consolidated statements of income; (d) the impact of future acquisitions or divestitures (including pursuant to tenant options to purchase) and capital transactions; (e) the financial impact of contingent consideration, severance-related costs, charitable donations made to the Ventas Charitable Foundation, gains and losses for non-operational foreign currency hedge agreements and changes in the fair value of financial instruments; and (f) expenses related to the re-audit and re-review of the Company’s historical financial statements and related matters.
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 Ventas’s financial performance or as alternatives to cash flow from operating activities (determined in accordance with GAAP) as measures of Ventas’s liquidity, nor is FFO and normalized FFO necessarily indicative of sufficient cash flow to fund all of Ventas’s needs. Ventas believes that in order to facilitate a clear understanding of Ventas’s consolidated historical operating results, FFO and normalized FFO should be examined in conjunction with net income as presented in the unaudited pro forma condensed consolidated financial statements.
