Exhibit 99.1
Ventas Reports Eight Percent Increase in Third Quarter 2013 Normalized FFO to a Record $1.04 Per Diluted Share
Ventas Closes $1.3 Billion of Investments Since July 1, 2013
COMPANY RAISES FULL YEAR 2013 NORMALIZED FFO PER DILUTED SHARE GUIDANCE TO $4.12 TO $4.14
CHICAGO--(BUSINESS WIRE)--October 25, 2013--Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) said today that normalized Funds From Operations (“FFO”) for the quarter ended September 30, 2013 increased eight percent to $307.2 million, from $284.9 million for the comparable 2012 period. Normalized FFO per diluted common share was a record $1.04 for the quarter ended September 30, 2013, an eight percent increase from $0.96 for the comparable 2012 period. Weighted average diluted shares outstanding for the quarter decreased by one percent to 295.2 million from 297.4 million in the third quarter of 2012.
“Ventas delivered another quarter of record results by accretively investing capital, raising capital and managing our diverse, high-quality portfolio of seniors housing and healthcare assets,” Ventas Chairman and Chief Executive Officer Debra A. Cafaro said. “We also positioned Ventas to succeed in the future by maintaining strong liquidity through a highly successful bond issuance, by acquiring over a billion dollars in higher growth private pay assets, and by completing favorable lease extensions with our valued tenant Kindred Healthcare,” she added. “We are pleased to increase our full-year outlook, reflecting the strength of our business model and execution.”
The growth in third quarter 2013 normalized FFO per diluted common share compared to the third quarter of 2012 is due primarily to the Company’s 2012 and 2013 investments; net operating income increases in its high-quality private pay seniors housing communities managed by Atria Senior Living, Inc. (“Atria”) and Sunrise Senior Living, LLC (“Sunrise”), its triple-net lease portfolio and its medical office building (“MOB”) segment; lower weighted average interest rates; and a decrease in weighted average diluted shares outstanding. These benefits were partially offset by higher debt balances, asset sales and receipt of loan repayments.
Normalized FFO for the quarter ended September 30, 2013 excludes the net expense (totaling $3.5 million, or $0.01 per diluted share) from merger-related expenses and deal costs (including integration costs) and amortization of other intangibles, partially offset by an income tax benefit and net gains on extinguishment of debt. Normalized FFO for the quarter ended September 30, 2012 excluded the net benefit (totaling $4.8 million, or $0.01 per diluted share) from an income tax benefit and net gains on extinguishment of debt, partially offset by merger-related expenses and deal costs (including integration costs) and amortization of other intangibles.
Normalized FFO for the nine months ended September 30, 2013 increased ten percent to $907.1 million, from $826.6 million for the comparable 2012 period. Normalized FFO per diluted common share was $3.08 for the nine months ended September 30, 2013, a nine percent increase from $2.82 for the comparable 2012 period. Normalized FFO for the nine months ended September 30, 2013 excludes the net expense (totaling $3.7 million, or $0.01 per diluted share) from merger-related expenses and deal costs (including integration costs) and amortization of other intangibles, offset by an income tax benefit and net gains on extinguishment of debt. Normalized FFO for the nine months ended September 30, 2012 excluded the net expense (totaling $86.1 million, or $0.30 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 an income tax benefit.
Net income attributable to common stockholders for the quarter ended September 30, 2013 was $118.3 million, or $0.40 per diluted common share, including discontinued operations of $(9.1) million. Net income attributable to common stockholders for the quarter ended September 30, 2012 was $111.9 million, or $0.38 per diluted common share, including discontinued operations of $(3.7) million. This $6.4 million increase in net income attributable to common stockholders in the third quarter of 2013 over the comparable prior-year period is primarily the result of the increases described above for normalized FFO and decreases in merger-related expenses and deal costs (including integration costs), offset by year-over-year decreases in income tax benefits, gains on extinguishment of debt and discontinued operations.
Net income attributable to common stockholders for the nine months ended September 30, 2013 was $345.1 million, or $1.17 per diluted common share, including discontinued operations of $(33.7) million. Net income attributable to common stockholders for the nine months ended September 30, 2012 was $276.5 million, or $0.94 per diluted common share, including discontinued operations of $70.1 million. This $68.5 million increase in net income attributable to common stockholders for the nine months ended September 30, 2013 over the comparable prior-year nine-month period is primarily the result of the increases described above for normalized FFO, decreases in merger-related expenses and deal costs (including integration costs), income tax benefit increases and net gains on extinguishment of debt in 2013 compared to net losses in 2012, partially offset by year-over-year changes in discontinued operations.
FFO, as defined by the National Association of Real Estate Investment Trusts (“NAREIT”), for the quarter ended September 30, 2013 increased five percent to $303.7 million, from $289.7 million in the comparable 2012 period. NAREIT FFO per diluted common share for the quarter ended September 30, 2013 increased six percent to $1.03, from $0.97 in the third quarter of 2012.
NAREIT FFO for the nine months ended September 30, 2013 increased 22 percent to $903.4 million, from $740.6 million in the comparable 2012 period. NAREIT FFO per diluted common share for the nine months ended September 30, 2013 increased 21 percent to $3.06, from $2.52 in the nine months ended September 30, 2012.
PRIVATE PAY SENIORS HOUSING OPERATING PORTFOLIO
Third Quarter 2013 Same-Store Occupancy Rises 110 Basis Points and NOI Grows 6.2 Percent Year over Year Excluding 2012 Non-Recurring Item, 4.4 Percent As Reported
At September 30, 2013, the Company’s seniors housing operating portfolio included 235 communities managed by Sunrise and Atria, seven of which were acquired in the third quarter of 2013: 140 seniors housing communities managed by Atria and 95 seniors housing communities managed by Sunrise. Third quarter 2013 Net Operating Income (“NOI”) after management fees for this portfolio totaled $114.7 million.
For the 212 private pay seniors housing communities owned by the Company for the full third quarters of 2013 and 2012 (“same-store”), average unit occupancy rose 110 basis points to 91.5 percent, NOI after management fees grew 4.4 percent and REVPOR (revenue per occupied room) grew 3.6 percent in the third quarter of 2013 compared to the third quarter of 2012. Same-store NOI grew 6.2 percent in the third quarter of 2013 excluding a $1.7 million real estate tax credit recorded in the third quarter of 2012.
THIRD QUARTER HIGHLIGHTS AND OTHER RECENT DEVELOPMENTS
Investments and Dispositions
- Since July 1, 2013, Ventas invested $1.3 billion, principally in private pay seniors housing communities and MOBs. Highlights of the investments are:
(1) The expected first-year NOI yield is 7.3 percent.
(2) Of the $1.3 billion invested, approximately $360 million was invested in seniors housing operating investments, transitioned to Atria at the time of closing; just under $800 million was invested in independent living triple-net leases with a new tenant; and approximately $120 million was invested in MOBs.
(3) The eight Atria-managed senior living communities contain 940 independent and assisted living units, are 91 percent occupied and are located primarily in the top 31 Metropolitan Statistical Areas (MSAs).
(4) The triple-net independent living portfolio consists of 26 communities with 3,138 apartment-like units and is 94 percent occupied.
(5) The eight MOBs contain 427,870 square feet, are located on the campuses of A-rated hospital systems and are 90 percent occupied.
- During the quarter, Ventas sold assets and received final repayments on outstanding loans totaling $81.5 million.
Liquidity, Capital Raising, Ratings and Balance Sheet
- In September 2013, Ventas issued and sold $850 million aggregate principal amount of senior notes with a weighted average interest rate of 3.0 percent and a weighted average initial maturity of 12.5 years and used the proceeds to repay amounts outstanding under the Company’s unsecured revolving credit facility bearing interest at LIBOR plus 110 basis points. These transactions took advantage of low interest rates, expanded the Company’s liquidity, improved its ratio of fixed to floating rate debt, and extended its weighted average maturity.
- Since July 1, 2013, the Company received aggregate proceeds of approximately $51.6 million from sales of its common stock under its previously established “at-the-market” equity offering program (ATM). Of that amount, $27.9 million was raised in the fourth quarter.
- Moody’s Investors Service (“Moody’s”) raised its rating on the Company’s senior unsecured debt to Baa1 (stable) in August 2013. Ventas’s senior unsecured debt is currently rated BBB+ (stable) by Fitch Ratings, Baa1 (stable) by Moody’s and BBB (positive) by Standard & Poor’s Rating Services.
- The Company’s current debt to total capitalization is 32 percent. The Company’s fixed charge coverage ratio was 4.3x in the third quarter of 2013 and net debt to Adjusted Pro Forma EBITDA at September 30, 2013 was 5.6x.
- At September 30, 2013, the Company had $448.0 million of borrowings outstanding under its $2 billion unsecured revolving credit facility and $54.7 million of cash and cash equivalents. Currently, it has $429 million in borrowings outstanding under its unsecured revolving credit facility and approximately $62.8 million of cash and cash equivalents.
PORTFOLIO UPDATE AND ADDITIONAL INFORMATION
- The Company owned 1,300 properties for the full third quarters of 2013 and 2012 (“same-store”). Cash NOI growth for the Company’s total same-store portfolio equaled 4.2 percent in the third quarter of 2013 compared to the third quarter of 2012, excluding $4.5 million of out of period cash receipts in the 2012 period, and 2.8 percent on an as-reported basis.
- As previously announced, Ventas entered into favorable agreements with Kindred Healthcare, Inc. (NYSE: KND) (“Kindred”) to extend the leases with respect to 48 of the 108 licensed healthcare assets whose current lease term was scheduled to expire on April 30, 2015 (the “2015 Renewal Assets”). Annual rent on those 48 healthcare assets leased to Kindred will increase by $15 million on the then current escalated rent on October 1, 2014. Including that increase, 67 percent of the total current rent on the 108 healthcare assets has been replaced. In addition, (1) the expiration date of the lease for the 60 remaining healthcare assets was accelerated to September 30, 2014, and Ventas has already launched the re-marketing process for those assets; and (2) Ventas received a payment of $20 million from Kindred that will be recognized as rent over the life of the new and renewed leases. The 2015 Renewal Assets consist of 86 skilled nursing facilities (“SNFs”) and 22 long-term acute care hospitals (“LTACs”).
| | | | | |
| | | | Contractual |
(dollars in millions) | | Cash Rent | | Rent Increase |
| | | | | |
Facilities | | 2013 | | October 1, 2014 |
| | | | | |
Renewed (26 SNFs and 22 LTACs) | | $ | 78 | | | $ | 15 | |
60 SNFs | | 60 | | | N/A | |
Total | | $ | 138 | | | N/A | |
Total Rent Renewed as a Percentage of Total 2013 Cash Rent | | | | 67 | % |
- Ventas was named by Modern Healthcare to its list of Healthcare’s Hottest 40 Of The Industry’s Fastest-Growing Firms in September 2013.
- 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 2013 NORMALIZED FFO PER DILUTED SHARE GUIDANCE TO $4.12 TO $4.14
Ventas currently expects its 2013 normalized FFO per diluted share to range between $4.12 and $4.14, improving its previously announced 2013 guidance of between $4.06 and $4.10 per diluted share, assuming that the Company’s weighted average diluted shares outstanding for the year approximate 295.2 million. The midpoint of the Company’s improved guidance range constitutes approximately eleven percent per share growth in 2013, excluding non-cash items from normalized FFO (projected to be $0.14 per diluted share), computed consistent with prior periods, and nearly nine percent on an as-reported basis. A reconciliation of the Company’s guidance, and the non-cash items, to the Company’s projected GAAP earnings is included elsewhere in this press release.
The Company expects full year 2013 NOI from its 236 Atria- and Sunrise-managed seniors housing communities, including 15 communities acquired year to date, to range between $447 million to $451 million. For the 195 communities owned by the Company for both the full year 2013 and 2012, the Company expects same-store NOI growth to range from five to six percent.
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) net gains on the sales of real property assets, including gain on re-measurement of equity method investments, (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, and (e) the impact of future unannounced acquisitions or divestitures (including pursuant to tenant options to purchase) and capital transactions.
The Company’s guidance is based on a number of other assumptions that are subject to change and many of which are outside the control of the Company. If actual results vary from these assumptions, the Company’s expectations may change. There can be no assurances that the Company will achieve these results. The Company may from time to time update its publicly announced guidance, but it is not obligated to do so.
THIRD 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 (877) 415-3177. The participant passcode is “Ventas.” The conference call is being webcast live by NASDAQ OMX and can be accessed at the Company’s website at www.ventasreit.com. A replay of the call will be available at the Company’s website, or by calling (888) 286-8010, passcode 61761463, beginning at approximately 2:00 p.m. Eastern Time and will remain for 28 days.
Ventas, Inc., an S&P 500 company, is a leading real estate investment trust. Its diverse portfolio of nearly 1,500 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’, borrowers’ or managers’ 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 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 in light of economic, market, legal, tax and other considerations; (l) final determination of the Company’s taxable net income for the year ending December 31, 2013; (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 escalators for two of the Company’s master lease agreements 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 Company’s liquidity, financial condition and results of operations or that of the Company’s tenants, operators, borrowers and managers, and the ability of the Company and 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; (x) merger and acquisition activity in the healthcare industry resulting in a change of control of one or more of the Company’s tenants, operators, borrowers or managers or significant changes in the senior management of the Company’s tenants, operators, borrowers or managers; and (y) 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.
|
CONSOLIDATED BALANCE SHEETS |
As of September 30, 2013, June 30, 2013, March 31, 2013, December 31, 2012 and September 30, 2012 |
(In thousands, except per share amounts) |
| | | | | | | | | | |
| | September 30, | | June 30, | | March 31, | | December 31, | | September 30, |
| | 2013 | | 2013 | | 2013 | | 2012 | | 2012 |
| | | | | | | | | | |
Assets | | | | | | | | | | |
Real estate investments: | | | | | | | | | | |
Land and improvements | | $ | 1,856,739 | | | $ | 1,783,664 | | | $ | 1,764,208 | | | $ | 1,772,417 | | | $ | 1,754,826 | |
Buildings and improvements | | 18,383,075 | | | 17,238,843 | | | 16,977,860 | | | 16,920,821 | | | 16,552,534 | |
Construction in progress | | 79,172 | | | 99,947 | | | 72,714 | | | 70,665 | | | 93,992 | |
Acquired lease intangibles | | 1,012,163 | | | 990,548 | | | 984,023 | | | 981,704 | | | 965,500 | |
| | 21,331,149 | | | 20,113,002 | | | 19,798,805 | | | 19,745,607 | | | 19,366,852 | |
Accumulated depreciation and amortization | | (3,156,206 | ) | | (2,977,154 | ) | | (2,803,068 | ) | | (2,634,075 | ) | | (2,447,175 | ) |
Net real estate property | | 18,174,943 | | | 17,135,848 | | | 16,995,737 | | | 17,111,532 | | | 16,919,677 | |
Secured loans receivable and investments, net | | 400,889 | | | 470,441 | | | 490,107 | | | 635,002 | | | 215,775 | |
Investments in unconsolidated entities | | 91,531 | | | 93,155 | | | 94,257 | | | 95,409 | | | 90,992 | |
Net real estate investments | | 18,667,363 | | | 17,699,444 | | | 17,580,101 | | | 17,841,943 | | | 17,226,444 | |
Cash and cash equivalents | | 54,672 | | | 62,421 | | | 57,690 | | | 67,908 | | | 58,530 | |
Escrow deposits and restricted cash | | 98,200 | | | 94,492 | | | 99,225 | | | 105,913 | | | 76,908 | |
Deferred financing costs, net | | 55,242 | | | 50,821 | | | 54,079 | | | 42,551 | | | 25,426 | |
Other assets | | 1,003,881 | | | 889,404 | | | 915,826 | | | 921,685 | | | 1,053,591 | |
Total assets | | $ | 19,879,358 | | | $ | 18,796,582 | | | $ | 18,706,921 | | | $ | 18,980,000 | | | $ | 18,440,899 | |
| | | | | | | | | | |
Liabilities and equity | | | | | | | | | | |
Liabilities: | | | | | | | | | | |
Senior notes payable and other debt | | $ | 9,413,318 | | | $ | 8,420,073 | | | $ | 8,295,908 | | | $ | 8,413,646 | | | $ | 7,494,774 | |
Accrued interest | | 62,176 | | | 50,860 | | | 58,086 | | | 47,565 | | | 56,326 | |
Accounts payable and other liabilities | | 1,019,166 | | | 887,314 | | | 910,692 | | | 995,156 | | | 1,049,043 | |
Deferred income taxes | | 248,369 | | | 247,591 | | | 261,122 | | | 259,715 | | | 265,116 | |
Total liabilities | | 10,743,029 | | | 9,605,838 | | | 9,525,808 | | | 9,716,082 | | | 8,865,259 | |
| | | | | | | | | | |
Redeemable OP unitholder and noncontrolling interests | | 171,921 | | | 184,217 | | | 194,302 | | | 174,555 | | | 113,908 | |
| | | | | | | | | | |
Commitments and contingencies | | | | | | | | | | |
| | | | | | | | | | |
Equity: | | | | | | | | | | |
Ventas stockholders' equity: | | | | | | | | | | |
Preferred stock, $1.00 par value; 10,000 shares authorized, unissued | | — | | | — | | | — | | | — | | | — | |
Common stock, $0.25 par value; 297,328; 296,940; 295,823; 295,565 and 295,534 shares issued at September 30, 2013, June 30, 2013, March 31, 2013, December 31, 2012 and September 30, 2012, respectively | | 74,345 | | | 74,248 | | | 73,969 | | | 73,904 | | | 73,896 | |
Capital in excess of par value | | 10,032,285 | | | 9,996,095 | | | 9,904,694 | | | 9,920,962 | | | 9,941,030 | |
Accumulated other comprehensive income | | 21,293 | | | 19,752 | | | 21,828 | | | 23,354 | | | 23,626 | |
Retained earnings (deficit) | | (1,021,628 | ) | | (943,384 | ) | | (861,434 | ) | | (777,927 | ) | | (680,888 | ) |
Treasury stock, 3,699; 3,698; 3,736; 3,699 and 0 shares at September 30, 2013, June 30, 2013, March 31, 2013, December 31, 2012, and September 30, 2012, respectively | | (221,203 | ) | | (221,129 | ) | | (223,709 | ) | | (221,165 | ) | | — | |
Total Ventas stockholders' equity | | 8,885,092 | | | 8,925,582 | | | 8,915,348 | | | 9,019,128 | | | 9,357,664 | |
Noncontrolling interest | | 79,316 | | | 80,945 | | | 71,463 | | | 70,235 | | | 104,068 | |
Total equity | | 8,964,408 | | | 9,006,527 | | | 8,986,811 | | | 9,089,363 | | | 9,461,732 | |
Total liabilities and equity | | $ | 19,879,358 | | | $ | 18,796,582 | | | $ | 18,706,921 | | | $ | 18,980,000 | | | $ | 18,440,899 | |
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CONSOLIDATED STATEMENTS OF INCOME |
For the three and nine months ended September 30, 2013 and 2012 |
(In thousands, except per share amounts) |
| | | | | | | | |
| | For the Three Months | | For the Nine Months |
| | Ended September 30, | | Ended September 30, |
| | | | | | | | |
| | 2013 | | 2012 | | 2013 | | 2012 |
Revenues: | | | | | | | | |
Rental income: | | | | | | | | |
Triple-net leased | | $ | 219,170 | | | $ | 207,372 | | | $ | 645,719 | | | $ | 613,939 | |
Medical office buildings | | 115,444 | | | 100,814 | | | 337,536 | | | 253,889 | |
| | 334,614 | | | 308,186 | | | 983,255 | | | 867,828 | |
Resident fees and services | | 359,112 | | | 316,560 | | | 1,039,876 | | | 905,190 | |
Medical office building and other services revenue | | 4,146 | | | 4,544 | | | 11,331 | | | 16,791 | |
Income from loans and investments | | 14,448 | | | 9,035 | | | 45,284 | | | 25,223 | |
Interest and other income | | 66 | | | 330 | | | 1,901 | | | 442 | |
Total revenues | | 712,386 | | | 638,655 | | | 2,081,647 | | | 1,815,474 | |
| | | | | | | | |
Expenses: | | | | | | | | |
Interest | | 84,089 | | | 74,037 | | | 245,622 | | | 214,028 | |
Depreciation and amortization | | 177,710 | | | 188,540 | | | 528,180 | | | 534,792 | |
Property-level operating expenses: | | | | | | | | |
Senior living | | 244,316 | | | 216,306 | | | 706,561 | | | 618,471 | |
Medical office buildings | | 40,796 | | | 36,144 | | | 115,738 | | | 86,468 | |
| | 285,112 | | | 252,450 | | | 822,299 | | | 704,939 | |
Medical office building services costs | | 1,651 | | | 1,487 | | | 4,957 | | | 8,314 | |
General, administrative and professional fees | | 28,659 | | | 26,867 | | | 84,760 | | | 75,488 | |
(Gain) loss on extinguishment of debt, net | | (189 | ) | | (1,194 | ) | | (909 | ) | | 38,339 | |
Merger-related expenses and deal costs | | 6,208 | | | 4,917 | | | 17,137 | | | 49,566 | |
Other | | 4,353 | | | 1,966 | | | 13,325 | | | 5,052 | |
Total expenses | | 587,593 | | | 549,070 | | | 1,715,371 | | | 1,630,518 | |
| | | | | | | | |
Income before income/loss from unconsolidated entities, income taxes, discontinued operations and noncontrolling interest | | 124,793 | | | 89,585 | | | 366,276 | | | 184,956 | |
Income from unconsolidated entities | | 110 | | | 17,074 | | | 533 | | | 17,905 | |
Income tax benefit | | 2,780 | | | 8,886 | | | 13,100 | | | 2,727 | |
Income from continuing operations | | 127,683 | | | 115,545 | | | 379,909 | | | 205,588 | |
Discontinued operations | | (9,084 | ) | | (3,724 | ) | | (33,679 | ) | | 70,061 | |
Net income | | 118,599 | | | 111,821 | | | 346,230 | | | 275,649 | |
Net income (loss) attributable to noncontrolling interest | | 303 | | | (61 | ) | | 1,161 | | | (884 | ) |
Net income attributable to common stockholders | | $ | 118,296 | | | $ | 111,882 | | | $ | 345,069 | | | $ | 276,533 | |
| | | | | | | | |
Earnings per common share: | | | | | | | | |
Basic: | | | | | | | | |
Income from continuing operations attributable to | | | | | | | | |
common stockholders | | $ | 0.43 | | | $ | 0.39 | | | $ | 1.30 | | | $ | 0.71 | |
Discontinued operations | | (0.03 | ) | | (0.01 | ) | | (0.12 | ) | | 0.24 | |
Net income attributable to common stockholders | | $ | 0.40 | | | $ | 0.38 | | | $ | 1.18 | | | $ | 0.95 | |
Diluted: | | | | | | | | |
Income from continuing operations attributable to | | | | | | | | |
common stockholders | | $ | 0.43 | | | $ | 0.39 | | | $ | 1.28 | | | $ | 0.70 | |
Discontinued operations | | (0.03 | ) | | (0.01 | ) | | (0.11 | ) | | 0.24 | |
Net income attributable to common stockholders | | $ | 0.40 | | | $ | 0.38 | | | $ | 1.17 | | | $ | 0.94 | |
| | | | | | | | |
Weighted average shares used in computing earnings per common share: | | | | | | | | |
Basic | | 292,818 | | | 294,928 | | | 292,308 | | | 291,177 | |
Diluted | | 295,190 | | | 297,407 | | | 294,788 | | | 293,622 | |
| | | | | | | | |
Dividends declared per common share | | $ | 0.67 | | | $ | 0.62 | | | $ | 2.01 | | | $ | 1.86 | |
|
QUARTERLY CONSOLIDATED STATEMENTS OF INCOME |
(In thousands, except per share amounts) |
| | | | | | | | | | |
| | 2013 Quarters | | 2012 Quarters |
| | Third | | Second | | First | | Fourth | | Third |
| | | | | | | | | | |
Revenues: | | | | | | | | | | |
Rental income: | | | | | | | | | | |
Triple-net leased | | $ | 219,170 | | | $ | 213,634 | | | $ | 212,915 | | | $ | 206,966 | | | $ | 207,372 | |
Medical office buildings | | 115,444 | | | 110,946 | | | 111,146 | | | 108,951 | | | 100,814 | |
| | 334,614 | | | 324,580 | | | 324,061 | | | 315,917 | | | 308,186 | |
Resident fees and services | | 359,112 | | | 341,594 | | | 339,170 | | | 321,933 | | | 316,560 | |
Medical office building and other services revenue | | 4,146 | | | 3,537 | | | 3,648 | | | 3,950 | | | 4,544 | |
Income from loans and investments | | 14,448 | | | 14,733 | | | 16,103 | | | 14,690 | | | 9,035 | |
Interest and other income | | 66 | | | 797 | | | 1,038 | | | 665 | | | 330 | |
Total revenues | | 712,386 | | | 685,241 | | | 684,020 | | | 657,155 | | | 638,655 | |
| | | | | | | | | | |
Expenses: | | | | | | | | | | |
Interest | | 84,089 | | | 82,568 | | | 78,965 | | | 75,850 | | | 74,037 | |
Depreciation and amortization | | 177,710 | | | 172,192 | | | 178,278 | | | 182,157 | | | 188,540 | |
Property-level operating expenses: | | | | | | | | | | |
Senior living | | 244,316 | | | 231,337 | | | 230,908 | | | 222,551 | | | 216,306 | |
Medical office buildings | | 40,796 | | | 38,401 | | | 36,541 | | | 39,684 | | | 36,144 | |
| | 285,112 | | | 269,738 | | | 267,449 | | | 262,235 | | | 252,450 | |
Medical office building services costs | | 1,651 | | | 1,667 | | | 1,639 | | | 1,569 | | | 1,487 | |
General, administrative and professional fees | | 28,659 | | | 27,327 | | | 28,774 | | | 23,022 | | | 26,867 | |
Gain on extinguishment of debt, net | | (189 | ) | | (720 | ) | | — | | | (699 | ) | | (1,194 | ) |
Merger-related expenses and deal costs | | 6,208 | | | 6,667 | | | 4,262 | | | 13,617 | | | 4,917 | |
Other | | 4,353 | | | 4,385 | | | 4,587 | | | 1,887 | | | 1,966 | |
Total expenses | | 587,593 | | | 563,824 | | | 563,954 | | | 559,638 | | | 549,070 | |
| | | | | | | | | | |
Income before income/loss from unconsolidated entities, income taxes, discontinued operations and noncontrolling interest | | 124,793 | | | 121,417 | | | 120,066 | | | 97,517 | | | 89,585 | |
Income (loss) from unconsolidated entities | | 110 | | | (506 | ) | | 929 | | | 249 | | | 17,074 | |
Income tax benefit (expense) | | 2,780 | | | 12,064 | | | (1,744 | ) | | 3,555 | | | 8,886 | |
Income from continuing operations | | 127,683 | | | 132,975 | | | 119,251 | | | 101,321 | | | 115,545 | |
Discontinued operations | | (9,084 | ) | | (18,442 | ) | | (6,153 | ) | | (15,195 | ) | | (3,724 | ) |
Net income | | 118,599 | | | 114,533 | | | 113,098 | | | 86,126 | | | 111,821 | |
Net income (loss) attributable to noncontrolling interest | | 303 | | | (47 | ) | | 905 | | | (141 | ) | | (61 | ) |
Net income attributable to common stockholders | | $ | 118,296 | | | $ | 114,580 | | | $ | 112,193 | | | $ | 86,267 | | | $ | 111,882 | |
| | | | | | | | | | |
Earnings per common share: | | | | | | | | | | |
Basic: | | | | | | | | | | |
Income from continuing operations attributable to | | | | | | | | | | |
common stockholders | | $ | 0.43 | | | $ | 0.45 | | | $ | 0.40 | | | $ | 0.34 | | | $ | 0.39 | |
Discontinued operations | | (0.03 | ) | | (0.06 | ) | | (0.02 | ) | | (0.05 | ) | | (0.01 | ) |
Net income attributable to common stockholders | | $ | 0.40 | | | $ | 0.39 | | | $ | 0.38 | | | $ | 0.29 | | | $ | 0.38 | |
Diluted: | | | | | | | | | | |
Income from continuing operations attributable to | | | | | | | | | | |
common stockholders | | $ | 0.43 | | | $ | 0.45 | | | $ | 0.40 | | | $ | 0.34 | | | $ | 0.39 | |
Discontinued operations | | (0.03 | ) | | (0.06 | ) | | (0.02 | ) | | (0.05 | ) | | (0.01 | ) |
Net income attributable to common stockholders | | $ | 0.40 | | | $ | 0.39 | | | $ | 0.38 | | | $ | 0.29 | | | $ | 0.38 | |
| | | | | | | | | | |
Weighted average shares used in computing earnings per | | | | | | | | | | |
common share: | | | | | | | | | | |
Basic | | 292,818 | | | 292,635 | | | 291,455 | | | 294,704 | | | 294,928 | |
Diluted | | 295,190 | | | 295,123 | | | 293,924 | | | 297,089 | | | 297,407 | |
|
CONSOLIDATED STATEMENTS OF CASH FLOWS |
For the nine months ended September 30, 2013 and 2012 |
(In thousands) |
| | 2013 | | 2012 |
Cash flows from operating activities: | | | | |
Net income | | $ | 346,230 | | | $ | 275,649 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | |
Depreciation and amortization (including amounts in discontinued operations) | | 569,325 | | | 563,027 | |
Amortization of deferred revenue and lease intangibles, net | | (11,159 | ) | | (12,965 | ) |
Other non-cash amortization | | (13,376 | ) | | (31,326 | ) |
Stock-based compensation | | 15,010 | | | 16,529 | |
Straight-lining of rental income, net | | (21,165 | ) | | (16,712 | ) |
(Gain) loss on extinguishment of debt, net | | (1,062 | ) | | 38,339 | |
Gain on real estate dispositions, net (including amounts in discontinued operations) | | (2,241 | ) | | (79,148 | ) |
(Gain) loss on real estate loan investments | | (3,598 | ) | | 559 | |
Gain on sale of marketable debt securities | | (856 | ) | | — | |
Income tax benefit (including amounts in discontinued operations) | | (13,100 | ) | | (2,731 | ) |
Loss (income) from unconsolidated entities | | 707 | | | (1,260 | ) |
Gain on re-measurement of equity interest upon acquisition, net | | (1,241 | ) | | (16,645 | ) |
Other | | 6,133 | | | 6,472 | |
Changes in operating assets and liabilities: | | | | |
Increase in other assets | | (28,132 | ) | | (11,930 | ) |
Increase in accrued interest | | 14,624 | | | 18,730 | |
Decrease in accounts payable and other liabilities | | (20,670 | ) | | (37,269 | ) |
Net cash provided by operating activities | | 835,429 | | | 709,319 | |
Cash flows from investing activities: | | | | |
Net investment in real estate property | | (1,358,766 | ) | | (1,154,912 | ) |
Purchase of noncontrolling interest | | (7,895 | ) | | (3,934 | ) |
Investment in loans receivable and other | | (34,717 | ) | | (30,523 | ) |
Proceeds from real estate disposals | | 29,191 | | | 75,145 | |
Proceeds from loans receivable | | 299,156 | | | 34,817 | |
Proceeds from sale or maturity of marketable securities | | 5,493 | | | — | |
Funds held in escrow for future development expenditures | | 15,189 | | | — | |
Development project expenditures | | (74,707 | ) | | (90,119 | ) |
Capital expenditures | | (50,634 | ) | | (42,270 | ) |
Other | | (411 | ) | | (2,110 | ) |
Net cash used in investing activities | | (1,178,101 | ) | | (1,213,906 | ) |
Cash flows from financing activities: | | | | |
Net change in borrowings under revolving credit facility | | (92,586 | ) | | 248,921 | |
Proceeds from debt | | 1,766,844 | | | 1,568,382 | |
Repayment of debt | | (840,532 | ) | | (1,103,000 | ) |
Payment of deferred financing costs | | (19,977 | ) | | (4,257 | ) |
Issuance of common stock, net | | 106,002 | | | 342,469 | |
Cash distribution to common stockholders | | (588,770 | ) | | (545,240 | ) |
Cash distribution to redeemable OP unitholders | | (3,479 | ) | | (3,358 | ) |
Purchases of redeemable OP units | | (317 | ) | | (1,760 | ) |
Contributions from noncontrolling interest | | 2,094 | | | — | |
Distributions to noncontrolling interest | | (7,614 | ) | | (4,035 | ) |
Other | | 7,830 | | | 19,130 | |
Net cash provided by financing activities | | 329,495 | | | 517,252 | |
Net (decrease) increase in cash and cash equivalents | | (13,177 | ) | | 12,665 | |
Effect of foreign currency translation on cash and cash equivalents | | (59 | ) | | 58 | |
Cash and cash equivalents at beginning of period | | 67,908 | | | 45,807 | |
Cash and cash equivalents at end of period | | $ | 54,672 | | | $ | 58,530 | |
| | | | |
Supplemental schedule of non-cash activities: | | | | |
Assets and liabilities assumed from acquisitions: | | | | |
Real estate investments | | $ | 221,447 | | | $ | 497,755 | |
Utilization of funds held for an Internal Revenue Code Section 1031 exchange | | — | | | (134,003 | ) |
Other assets acquired | | 6,526 | | | 99,889 | |
Debt assumed | | 183,848 | | | 367,902 | |
Other liabilities | | 27,583 | | | 60,684 | |
Deferred income tax liability | | 4,849 | | | 4,299 | |
Noncontrolling interests | | 11,693 | | | 26,430 | |
Equity issued | | — | | | 4,326 | |
Debt transferred on the sale of assets | | — | | | 14,535 | |
|
QUARTERLY CONSOLIDATED STATEMENTS OF CASH FLOWS |
(In thousands) |
| | | | | | | | | | |
| | 2013 Quarters | | 2012 Quarters |
| | Third | | Second | | First | | Fourth | | Third |
Cash flows from operating activities: | | | | | | | | | | |
Net income | | $ | 118,599 | | | $ | 114,533 | | | $ | 113,098 | | | $ | 86,126 | | | $ | 111,821 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | | | |
Depreciation and amortization (including amounts in discontinued operations) | | 188,393 | | | 193,989 | | | 186,943 | | | 201,748 | | | 196,622 | |
Amortization of deferred revenue and lease intangibles, net | | (4,156 | ) | | (3,693 | ) | | (3,310 | ) | | (4,153 | ) | | (4,136 | ) |
Other non-cash amortization | | (3,975 | ) | | (4,072 | ) | | (5,329 | ) | | (8,617 | ) | | (10,141 | ) |
Stock-based compensation | | 4,210 | | | 5,138 | | | 5,662 | | | 4,255 | | | 5,443 | |
Straight-lining of rental income, net | | (6,835 | ) | | (6,465 | ) | | (7,865 | ) | | (7,330 | ) | | (6,242 | ) |
Gain on extinguishment of debt, net | | (189 | ) | | (873 | ) | | — | | | (699 | ) | | (1,194 | ) |
Gain on real estate dispositions, net (including amounts in discontinued operations) | | (46 | ) | | (1,718 | ) | | (477 | ) | | (1,804 | ) | | (357 | ) |
Gain on real estate loan investments | | (2,499 | ) | | (759 | ) | | (340 | ) | | (5,789 | ) | | — | |
Gain on sale of marketable debt securities | | — | | | (856 | ) | | — | | | — | | | — | |
Income tax (benefit) expense (including amounts in discontinued operations) | | (2,780 | ) | | (12,064 | ) | | 1,744 | | | (3,555 | ) | | (8,869 | ) |
(Income) loss from unconsolidated entities | | (111 | ) | | 506 | | | 312 | | | (249 | ) | | (429 | ) |
Gain on re-measurement of equity interest upon acquisition, net | | — | | | — | | | (1,241 | ) | | — | | | (16,645 | ) |
Other | | 2,261 | | | 967 | | | 2,905 | | | 3,942 | | | 482 | |
Changes in operating assets and liabilities: | | | | | | | | | | |
(Increase) decrease in other assets | | (11,717 | ) | | (5,956 | ) | | (10,459 | ) | | 15,686 | | | (12,791 | ) |
Increase (decrease) in accrued interest | | 11,309 | | | (7,215 | ) | | 10,530 | | | (8,761 | ) | | 8,471 | |
Increase (decrease) in accounts payable and other liabilities | | 35,277 | | | 5,921 | | | (61,868 | ) | | 12,697 | | | (13,524 | ) |
Net cash provided by operating activities | | 327,741 | | | 277,383 | | | 230,305 | | | 283,497 | | | 248,511 | |
Cash flows from investing activities: | | | | | | | | | | |
Net investment in real estate property | | (1,075,144 | ) | | (227,447 | ) | | (56,175 | ) | | (298,153 | ) | | (255,508 | ) |
Purchase of private investment funds | | — | | | — | | | — | | | (276,419 | ) | | — | |
Purchase of noncontrolling interest | | (1,771 | ) | | (2,938 | ) | | (3,186 | ) | | — | | | — | |
Investment in loans receivable and other | | (2,385 | ) | | (29,543 | ) | | (2,789 | ) | | (422,035 | ) | | (3,263 | ) |
Proceeds from real estate disposals | | 4,901 | | | 13,040 | | | 11,250 | | | 73,900 | | | 66,298 | |
Proceeds from loans receivable | | 81,113 | | | 71,649 | | | 146,394 | | | 8,402 | | | 1,594 | |
Proceeds from sale or maturity of marketable securities | | — | | | 5,493 | | | — | | | 37,500 | | | — | |
Funds held in escrow for future development expenditures | | 3,373 | | | 6,376 | | | 5,440 | | | (28,050 | ) | | — | |
Development project expenditures | | (26,423 | ) | | (26,696 | ) | | (21,588 | ) | | (23,883 | ) | | (29,558 | ) |
Capital expenditures | | (18,175 | ) | | (12,664 | ) | | (19,795 | ) | | (27,160 | ) | | (18,458 | ) |
Other | | — | | | (333 | ) | | (78 | ) | | 115 | | | 40 | |
Net cash (used in) provided by investing activities | | (1,034,511 | ) | | (203,063 | ) | | 59,473 | | | (955,783 | ) | | (238,855 | ) |
Cash flows from financing activities: | | | | | | | | | | |
Net change in borrowings under revolving credit facility | | 188,340 | | | 94,990 | | | (375,916 | ) | | (163,983 | ) | | 337,575 | |
Proceeds from debt | | 848,389 | | | 1,584 | | | 916,871 | | | 1,142,023 | | | 299,067 | |
Repayment of debt | | (155,014 | ) | | (49,725 | ) | | (635,793 | ) | | (90,023 | ) | | (457,278 | ) |
Payment of deferred financing costs | | (6,980 | ) | | 811 | | | (13,808 | ) | | (19,513 | ) | | (1,277 | ) |
Issuance of common stock, net | | 23,618 | | | 77,334 | | | 5,050 | | | — | | | — | |
Cash distribution to common stockholders | | (196,540 | ) | | (196,530 | ) | | (195,700 | ) | | (183,306 | ) | | (183,283 | ) |
Cash distribution to redeemable OP unitholders | | (1,166 | ) | | (1,162 | ) | | (1,151 | ) | | (1,088 | ) | | (1,117 | ) |
Purchases of redeemable OP units | | (109 | ) | | (100 | ) | | (108 | ) | | (2,841 | ) | | (1,149 | ) |
Contributions from noncontrolling interest | | — | | | 2,094 | | | — | | | — | | | — | |
Distributions to noncontrolling interest | | (2,569 | ) | | (3,595 | ) | | (1,450 | ) | | (1,180 | ) | | (1,128 | ) |
Other | | 1,022 | | | 4,750 | | | 2,058 | | | 1,573 | | | 4,621 | |
Net cash provided by (used in) financing activities | | 698,991 | | | (69,549 | ) | | (299,947 | ) | | 681,662 | | | (3,969 | ) |
Net (decrease) increase in cash and cash equivalents | | (7,779 | ) | | 4,771 | | | (10,169 | ) | | 9,376 | | | 5,687 | |
Effect of foreign currency translation on cash and cash equivalents | | 30 | | | (40 | ) | | (49 | ) | | 2 | | | 40 | |
Cash and cash equivalents at beginning of period | | 62,421 | | | 57,690 | | | 67,908 | | | 58,530 | | | 52,803 | |
Cash and cash equivalents at end of period | | $ | 54,672 | | | $ | 62,421 | | | $ | 57,690 | | | $ | 67,908 | | | $ | 58,530 | |
| | | | | | | | | | |
Supplemental schedule of non-cash activities: | | | | | | | | | | |
Assets and liabilities assumed from acquisitions: | | | | | | | | | | |
Real estate investments | | $ | 131,427 | | | $ | 81,181 | | | $ | 8,839 | | | $ | 84,939 | | | $ | 132,872 | |
Other assets acquired | | 3,964 | | | 1,894 | | | 668 | | | (22,159 | ) | | 18,380 | |
Debt assumed | | 115,246 | | | 68,602 | | | — | | | 44,923 | | | 117,539 | |
Other liabilities | | 17,090 | | | 4,071 | | | 6,422 | | | 9,707 | | | 34,045 | |
Deferred income tax liability | | 3,055 | | | 262 | | | 1,532 | | | — | | | (1,596 | ) |
Noncontrolling interests | | — | | | 10,140 | | | 1,553 | | | 8,150 | | | 1,264 | |
| | | | | | | | | | | | | | | | |
NON-GAAP FINANCIAL MEASURES RECONCILIATION |
Funds From Operations (FFO) Including and Excluding Non-Cash Items1 |
(Dollars in thousands, except per share amounts) |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | Tentative Estimates | | |
| | | | | | | | | | | | | | Preliminary and | | |
| | | | | | | | | | | | | | Subject to Change | | YOY |
| | 2012 | | 2013 | | FY2013 - Guidance | | Growth 2 |
| | Q3 | | Q4 | | FY | | Q1 | | Q2 | | Q3 | | Low | | High | | '12-'13E |
Net income attributable to common stockholders | | $ | 111,882 | | | $ | 86,267 | | | $ | 362,800 | | | $ | 112,193 | | | $ | 114,580 | | | $ | 118,296 | | | $ | 449,088 | | | $ | 460,091 | | | |
Net income attributable to common stockholders per share | | $ | 0.38 | | | $ | 0.29 | | | $ | 1.23 | | | $ | 0.38 | | | $ | 0.39 | | | $ | 0.40 | | | $ | 1.52 | | | $ | 1.56 | | | |
| | | | | | | | | | | | | | | | | | |
Adjustments: | | | | | | | | | | | | | | | | | | |
Depreciation and amortization on real estate assets | | 187,288 | | | 180,889 | | | 712,526 | | | 177,000 | | | 170,776 | | | 176,263 | | | 726,540 | | | 721,540 | | | |
Depreciation on real estate assets related to | | | | | | | | | | | | | | | | | | |
noncontrolling interest | | (2,221 | ) | | (2,435 | ) | | (8,503 | ) | | (2,502 | ) | | (2,617 | ) | | (2,719 | ) | | (10,015 | ) | | (11,015 | ) | | |
Depreciation on real estate assets related to | | | | | | | | | | | | | | | | | | |
unconsolidated entities | | 1,700 | | | 1,510 | | | 7,516 | | | 1,646 | | | 1,622 | | | 1,634 | | | 6,652 | | | 6,152 | | | |
Gain on re-measurement of equity interest upon | | | | | | | | | | | | | | | | | | |
acquisition, net | | (16,645 | ) | | — | | | (16,645 | ) | | (1,241 | ) | | — | | | — | | | (1,241 | ) | | (1,241 | ) | | |
Discontinued operations: | | | | | | | | | | | | | | | | | | |
Gain on real estate dispositions, net | | (357 | ) | | (1,804 | ) | | (80,952 | ) | | (477 | ) | | (1,718 | ) | | (488 | ) | | (3,184 | ) | | (2,184 | ) | | |
Depreciation and amortization on real estate assets | | 8,082 | | | 19,590 | | | 47,825 | | | 8,665 | | | 21,798 | | | 10,682 | | | 41,145 | | | 41,145 | | | |
Subtotal: FFO add-backs | | 177,847 | | | 197,750 | | | 661,767 | | | 183,091 | | | 189,861 | | | 185,372 | | | 759,897 | | | 754,397 | | | |
Subtotal: FFO add-backs per share | | $ | 0.60 | | | $ | 0.67 | | | $ | 2.25 | | | $ | 0.62 | | | $ | 0.64 | | | $ | 0.63 | | | $ | 2.57 | | | $ | 2.56 | | | |
FFO | | $ | 289,729 | | | $ | 284,017 | | | $ | 1,024,567 | | | $ | 295,284 | | | $ | 304,441 | | | $ | 303,668 | | | $ | 1,208,985 | | | $ | 1,214,488 | | | 18 | % |
FFO per share | | $ | 0.97 | | | $ | 0.96 | | | $ | 3.48 | | | $ | 1.00 | | | $ | 1.03 | | | $ | 1.03 | | | $ | 4.10 | | | $ | 4.11 | | | 18 | % |
| | | | | | | | | | | | | | | | | | |
Adjustments: | | | | | | | | | | | | | | | | | | |
Merger-related expenses and deal costs | | 4,917 | | | 13,617 | | | 63,183 | | | 4,262 | | | 6,592 | | | 6,209 | | | 17,200 | | | 21,200 | | | |
Income tax (benefit) expense | | (8,870 | ) | | (3,555 | ) | | (6,286 | ) | | 1,744 | | | (12,064 | ) | | (2,780 | ) | | (11,000 | ) | | (13,000 | ) | | |
(Gain) loss on extinguishment of debt | | (1,194 | ) | | (699 | ) | | 37,640 | | | — | | | (873 | ) | | (189 | ) | | — | | | (2,000 | ) | | |
Change in fair value of financial instruments | | 58 | | | (52 | ) | | 99 | | | 25 | | | — | | | — | | | 25 | | | 25 | | | |
Amortization of other intangibles | | 256 | | | 255 | | | 1,022 | | | 256 | | | 255 | | | 256 | | | 822 | | | 1,222 | | | |
Subtotal: normalized FFO add-backs | | (4,833 | ) | | 9,566 | | | 95,658 | | | 6,287 | | | (6,090 | ) | | 3,496 | | | 7,047 | | | 7,447 | | | |
Subtotal: normalized FFO add-backs per share | | $ | (0.02 | ) | | $ | 0.03 | | | $ | 0.32 | | | $ | 0.02 | | | $ | (0.02 | ) | | $ | 0.01 | | | $ | 0.02 | | | $ | 0.03 | | | |
Normalized FFO | | $ | 284,896 | | | $ | 293,583 | | | $ | 1,120,225 | | | $ | 301,571 | | | $ | 298,351 | | | $ | 307,164 | | | $ | 1,216,032 | | | $ | 1,221,935 | | | 9 | % |
Normalized FFO per share | | $ | 0.96 | | | $ | 0.99 | | | $ | 3.80 | | | $ | 1.03 | | | $ | 1.01 | | | $ | 1.04 | | | $ | 4.12 | | | $ | 4.14 | | | 9 | % |
| | | | | | | | | | | | | | | | | | |
Non-cash items included in normalized FFO: | | | | | | | | | | | | | | | | | | |
Amortization of deferred revenue and | | | | | | | | | | | | | | | | | | |
lease intangibles, net | | (4,136 | ) | | (4,153 | ) | | (17,118 | ) | | (3,310 | ) | | (3,693 | ) | | (4,156 | ) | | (15,590 | ) | | (15,590 | ) | | |
Other non-cash amortization, including fair market | | | | | | | | | | | | | | | | | | |
value of debt | | (10,141 | ) | | (8,617 | ) | | (39,943 | ) | | (5,329 | ) | | (4,072 | ) | | (3,975 | ) | | (16,274 | ) | | (17,274 | ) | | |
Stock-based compensation | | 5,443 | | | 4,255 | | | 20,784 | | | 5,662 | | | 5,138 | | | 4,210 | | | 19,797 | | | 21,797 | | | |
Straight-lining of rental income, net | | (6,242 | ) | | (7,330 | ) | | (24,042 | ) | | (7,865 | ) | | (6,465 | ) | | (6,835 | ) | | (30,363 | ) | | (30,863 | ) | | |
Subtotal: non-cash items included in normalized FFO | | (15,076 | ) | | (15,845 | ) | | (60,319 | ) | | (10,842 | ) | | (9,092 | ) | | (10,756 | ) | | (42,430 | ) | | (41,930 | ) | | |
Subtotal: normalized FFO add-backs per share | | $ | (0.05 | ) | | $ | (0.05 | ) | | $ | (0.20 | ) | | $ | (0.04 | ) | | $ | (0.03 | ) | | $ | (0.04 | ) | | $ | (0.14 | ) | | $ | (0.14 | ) | | |
Normalized FFO, excluding non-cash items | | $ | 269,820 | | | $ | 277,738 | | | $ | 1,059,906 | | | $ | 290,729 | | | $ | 289,259 | | | $ | 296,408 | | | $ | 1,173,602 | | | $ | 1,180,005 | | | 11 | % |
Normalized FFO, excluding non-cash items per share | | $ | 0.91 | | | $ | 0.93 | | | $ | 3.60 | | | $ | 0.99 | | | $ | 0.98 | | | $ | 1.00 | | | $ | 3.98 | | | $ | 4.00 | | | 11 | % |
Weighted average diluted shares | | 297,407 | | | 297,089 | | | 294,488 | | | 293,924 | | | 295,123 | | | 295,190 | | | 295,154 | | | 295,154 | | | |
| | | | | | | | | | | | | | | | | | |
|
1 Totals and per share amounts may not add due to rounding. Per share quarterly amounts may not add to annual per share amounts due to changes in the Company’s weighted average diluted share count, if any. |
2 2012-2013E growth assumes the midpoint of 2013 guidance. |
|
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, 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. The Company defines normalized FFO as FFO excluding the following income and expense items (which may be recurring in nature): (a) net gains on the sales of real property assets, including gain on re-measurement of equity method investments; (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 acquisition lawsuits; (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) except as specifically stated in the case of guidance, 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 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 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.
NON-GAAP FINANCIAL MEASURES RECONCILIATION
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 September 30, 2013, 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 gains or losses on extinguishment of debt, merger-related expenses and deal costs, net gains on real estate activity and changes in the fair value of financial instruments (including amounts in discontinued operations) (“Adjusted Pro Forma EBITDA”) (dollars in thousands):
Net income attributable to common stockholders | $ | 118,296 | | |
Pro forma adjustments for current period investments, capital | | |
transactions and dispositions | 10,893 | | |
Pro forma net income for the three months ended September 30, 2013 | 129,189 | | |
Add back: | | |
Pro forma interest | 91,375 | | |
Pro forma depreciation and amortization | 190,139 | | |
Stock-based compensation | 4,210 | | |
Gain on real estate dispositions, net | (488 | ) | |
Gain on extinguishment of debt, net | (189 | ) | |
Income tax benefit | (2,780 | ) | |
Other taxes | 1,318 | | |
Pro forma merger-related expenses and deal costs | 3,466 | | |
Adjusted Pro Forma EBITDA | $ | 416,240 | | |
| | |
Adjusted Pro Forma EBITDA annualized | $ | 1,664,960 | | |
| | |
| | |
As of September 30, 2013: | | |
Debt | $ | 9,413,318 | | |
Cash, including cash escrows pertaining to debt | (86,352 | ) | |
Net debt | $ | 9,326,966 | | |
| | |
Net debt to Adjusted Pro Forma EBITDA | 5.6 | | x |
| | | |
NON-GAAP FINANCIAL MEASURES RECONCILIATION
Adjusted Pro Forma EBITDA and Fixed Charge Coverage Ratio
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 trailing twelve months ended September 30, 2013, as if the transactions had been consummated as of the beginning of the period. The following table illustrates Adjusted Pro Forma EBITDA and fixed charge coverage ratio (dollars in thousands):
Net income attributable to common stockholders | | $ | 431,336 | | |
Pro forma adjustments for current period investments, capital | | | |
transactions and dispositions | | 92,475 | | |
Pro forma net income | | 523,811 | | |
Add back: | | | |
Pro forma interest | | 326,628 | | |
Pro forma depreciation and amortization | | 771,042 | | |
Stock-based compensation | | 19,265 | | |
Gain on real estate dispositions, net | | (4,487 | ) | |
Gain on extinguishment of debt, net | | (1,761 | ) | |
Gain on re-measurement of equity interest upon acquisition, net | | (1,241 | ) | |
Income tax benefit | | (16,655 | ) | |
Other taxes | | 4,455 | | |
Pro forma merger-related expenses and deal costs | | 25,776 | | |
Adjusted Pro Forma EBITDA | | $ | 1,646,833 | | |
| | | |
Adjusted Pro Forma Fixed Charges: | | | |
Adjusted interest | | $ | 305,193 | | |
Scheduled principal debt payments | | 52,061 | | |
Non-cash amortization and pro forma adjustments | | 26,349 | | |
Total pro forma fixed charges | | $ | 383,603 | | |
| | | |
Adjusted Pro Forma Fixed Charge Coverage Ratio | | 4.3 | | x |
|
NON-GAAP FINANCIAL MEASURES RECONCILIATION |
FFO and Normalized FFO |
(In thousands, except per share amounts) |
| | | | |
| | For the Nine Months |
| | Ended September 30, |
| | 2013 | | 2012 |
| | | | |
Net income attributable to common stockholders | | $ | 345,069 | | | $ | 276,533 | |
Adjustments: | | | | |
Depreciation and amortization on real estate assets | | 524,039 | | | 531,637 | |
Depreciation on real estate assets related to noncontrolling interest | | (7,838 | ) | | (6,068 | ) |
Depreciation on real estate assets related to unconsolidated entities | | 4,902 | | | 6,006 | |
Gain on re-measurement of equity interest upon acquisition, net | | (1,241 | ) | | (16,645 | ) |
Discontinued operations: | | | | |
Gain on real estate dispositions, net | | (2,683 | ) | | (79,148 | ) |
Depreciation and amortization on real estate assets | | 41,145 | | | 28,235 | |
FFO | | 903,393 | | | 740,550 | |
Merger-related expenses and deal costs | | 17,063 | | | 49,566 | |
Income tax benefit | | (13,100 | ) | | (2,731 | ) |
(Gain) loss on extinguishment of debt, net | | (1,062 | ) | | 38,339 | |
Change in fair value of financial instruments | | 25 | | | 151 | |
Amortization of other intangibles | | 767 | | | 767 | |
Normalized FFO | | $ | 907,086 | | | $ | 826,642 | |
| | | | |
Per diluted share 1: | | | | |
Net income attributable to common stockholders | | $ | 1.17 | | | $ | 0.94 | |
Adjustments: | | | | |
Depreciation and amortization on real estate assets | | 1.78 | | | 1.81 | |
Depreciation on real estate assets related to noncontrolling interest | | (0.03 | ) | | (0.02 | ) |
Depreciation on real estate assets related to unconsolidated entities | | 0.02 | | | 0.02 | |
Gain on re-measurement of equity interest upon acquisition, net | | 0.00 | | | (0.06 | ) |
Discontinued operations: | | | | |
Gain on real estate dispositions, net | | (0.01 | ) | | (0.27 | ) |
Depreciation and amortization on real estate assets | | 0.14 | | | 0.10 | |
FFO | | 3.06 | | | 2.52 | |
Merger-related expenses and deal costs | | 0.06 | | | 0.17 | |
Income tax benefit | | (0.04 | ) | | (0.01 | ) |
(Gain) loss on extinguishment of debt, net | | (0.00 | ) | | 0.13 | |
Change in fair value of financial instruments | | 0.00 | | | 0.00 | |
Amortization of other intangibles | | 0.00 | | | 0.00 | |
Normalized FFO | | $ | 3.08 | | | $ | 2.82 | |
| | | | |
1 Per share amounts may not add due to rounding. |
|
NON-GAAP FINANCIAL MEASURES RECONCILIATION |
NOI by Segment 1 |
(In thousands) |
| | | | | | | | |
| | 2013 Quarters | | 2012 Quarters |
| | Third | | Second | | First | | Fourth | | Third |
Revenues | | | | | | | | | | |
| | | | | | | | | | |
Triple-Net | | | | | | | | | | |
Triple-Net Rental Income | | $ | 219,170 | | | $ | 213,634 | | | $ | 212,915 | | | $ | 206,966 | | | $ | 207,372 |
| | | | | | | | | | |
Medical Office Buildings | | | | | | | | | | |
Medical Office - Stabilized | | 108,083 | | | 104,889 | | | 105,167 | | | 102,895 | | | 95,314 |
Medical Office - Lease up | | 7,361 | | | 6,057 | | | 5,979 | | | 6,056 | | | 5,500 |
Total Medical Office Buildings - Rental Income | | 115,444 | | | 110,946 | | | 111,146 | | | 108,951 | | | 100,814 |
Total Rental Income | | 334,614 | | | 324,580 | | | 324,061 | | | 315,917 | | | 308,186 |
| | | | | | | | | | |
Medical Office Building Services Revenue | | 2,530 | | | 2,159 | | | 2,537 | | | 2,840 | | | 3,434 |
Total Medical Office Buildings - Revenue | | 117,974 | | | 113,105 | | | 113,683 | | | 111,791 | | | 104,248 |
| | | | | | | | | | |
Triple-Net Services Revenue | | 1,116 | | | 1,115 | | | 1,111 | | | 1,110 | | | 1,110 |
Non-Segment Services Revenue | | 500 | | | 263 | | | — | | | — | | | — |
Total Medical Office Building and Other Services Revenue | | 4,146 | | | 4,146 | | | 3,648 | | | 3,950 | | | 4,544 |
| | | | | | | | | | |
Seniors Housing Operating | | | | | | | | | | |
Seniors Housing - Stabilized | | 355,294 | | | 338,244 | | | 335,873 | | | 318,761 | | | 313,289 |
Seniors Housing - Lease up | | 3,152 | | | 2,624 | | | 2,556 | | | 2,431 | | | 2,530 |
Seniors Housing - Other | | 666 | | | 726 | | | 741 | | | 741 | | | 741 |
Total Resident Fees and Services | | 359,112 | | | 341,594 | | | 339,170 | | | 321,933 | | | 316,560 |
| | | | | | | | | | |
Non-Segment Income from Loans and Investments | | 14,448 | | | 14,733 | | | 16,103 | | | 14,690 | | | 9,035 |
Total Revenues, excluding Interest and Other Income | | 712,320 | | | 684,444 | | | 682,982 | | | 656,490 | | | 638,325 |
| | | | | | | | | | |
Property-Level Operating Expenses | | | | | | | | | | |
| | | | | | | | | | |
Medical Office Buildings | | | | | | | | | | |
Medical Office - Stabilized | | 37,902 | | | 36,177 | | | 34,620 | | | 37,446 | | | 33,978 |
Medical Office - Lease up | | 2,894 | | | 2,224 | | | 1,921 | | | 2,238 | | | 2,166 |
Total Medical Office Buildings | | 40,796 | | | 38,401 | | | 36,541 | | | 39,684 | | | 36,144 |
| | | | | | | | | | |
Seniors Housing Operating | | | | | | | | | | |
Seniors Housing - Stabilized | | 241,319 | | | 228,776 | | | 228,396 | | | 219,887 | | | 213,829 |
Seniors Housing - Lease up | | 2,392 | | | 1,946 | | | 1,898 | | | 2,084 | | | 1,848 |
Seniors Housing - Other | | 605 | | | 615 | | | 614 | | | 580 | | | 629 |
Total Seniors Housing | | 244,316 | | | 231,337 | | | 230,908 | | | 222,551 | | | 216,306 |
Total Property-Level Operating Expenses | | 285,112 | | | 269,738 | | | 267,449 | | | 262,235 | | | 252,450 |
| | | | | | | | | | |
Medical Office Building Services Costs | | 1,651 | | | 1,667 | | | 1,639 | | | 1,569 | | | 1,487 |
| | | | | | | | | | |
Net Operating Income | | | | | | | | | | |
| | | | | | | | | | |
Triple-Net | | | | | | | | | | |
Triple-Net Properties | | 219,170 | | | 213,634 | | | 212,915 | | | 206,966 | | | 207,372 |
Triple-Net Services Revenue | | 1,116 | | | 1,115 | | | 1,111 | | | 1,110 | | | 1,110 |
Total Triple-Net | | 220,286 | | | 214,749 | | | 214,026 | | | 208,076 | | | 208,482 |
| | | | | | | | | | |
Medical Office Buildings | | | | | | | | | | |
Medical Office - Stabilized | | 70,181 | | | 68,712 | | | 70,547 | | | 65,449 | | | 61,336 |
Medical Office - Lease up | | 4,467 | | | 3,833 | | | 4,058 | | | 3,818 | | | 3,334 |
Medical Office Buildings Services | | 879 | | | 492 | | | 898 | | | 1,271 | | | 1,947 |
Total Medical Office Buildings | | 75,527 | | | 73,037 | | | 75,503 | | | 70,538 | | | 66,617 |
| | | | | | | | | | |
Seniors Housing Operating | | | | | | | | | | |
Seniors Housing - Stabilized | | 113,975 | | | 109,468 | | | 107,477 | | | 98,874 | | | 99,460 |
Seniors Housing - Lease up | | 760 | | | 678 | | | 658 | | | 347 | | | 682 |
Seniors Housing - Other | | 61 | | | 111 | | | 127 | | | 161 | | | 112 |
Total Seniors Housing | | 114,796 | | | 110,257 | | | 108,262 | | | 99,382 | | | 100,254 |
Non-Segment | | 14,948 | | | 14,996 | | | 16,103 | | | 14,690 | | | 9,035 |
Net Operating Income | | $ | 425,557 | | | $ | 413,039 | | | $ | 413,894 | | | $ | 392,686 | | | $ | 384,388 |
| | | | | | | | | | |
1 Amounts above are adjusted to exclude discontinued operations for all periods presented. |
| | |
NON-GAAP FINANCIAL MEASURES RECONCILIATION |
(Dollars in thousands) |
| | | | |
Total Same-Store Portfolio NOI |
| | For the Three Months Ended |
| | September 30, |
| | 2013 | | 2012 |
| | | | | | |
Net Operating Income | | $ | 425,557 | | | $ | 384,388 | |
| | | | | | |
Less: | | | | | | |
NOI Not Included in Same-Store | | 33,390 | | | 8,296 | |
Straight-Lining of Rental Income, Excluding Discontinued Operations | | 6,842 | | | 6,135 | |
Non-Cash Rental Income | | 3,170 | | | 3,810 | |
| | | | | | |
Non-Segment NOI | | 14,947 | | | 9,035 | |
| | 58,349 | | | 27,276 | |
Same-Store Cash NOI as Reported | | $ | 367,208 | | | $ | 357,112 | |
| | | | | | |
Percentage Increase | | | | | 2.8 | % |
| | | | | | |
Excluding Out of Period Cash Receipts | | — | | | (4,544 | ) |
| | | | | | |
Same-Store Cash NOI | | $ | 367,208 | | | $ | 352,568 | |
| | | | | | |
Percentage Increase | | | | | 4.2 | % |
| | | | | | |
Seniors Housing Operating Portfolio Same-Store NOI |
| | For the Three Months Ended |
| | September 30, |
| | 2013 | | 2012 |
| | | | | | |
Net Operating Income | | $ | 114,796 | | | $ | 100,254 | |
| | | | | | |
Less: | | | | | | |
NOI Not Included in Same-Store | | 10,213 | | | 111 | |
Same-Store NOI as Reported | | $ | 104,583 | | | $ | 100,143 | |
| | | | | | |
Percentage Increase | | | | | 4.4 | % |
| | | | | | |
Excluding Real Estate Tax Credit | | — | | | (1,653 | ) |
| | | | | | |
Same-Store NOI | | $ | 104,583 | | | $ | 98,490 | |
| | | | | | |
Percentage Increase | | | | | 6.2 | % |
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CONTACT:
Ventas, Inc.
Lori B. Wittman, (877) 4-VENTAS