- More than $1 Billion in Excellent
Investments
- Increased Liquidity and Improved
Pricing On Upsized $3 Billion Revolving Credit Facility
- Attractive Property Level
Performance and Cash Flow
- 2017 Guidance Consistent with
Previously Announced Company Expectations
Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) today
announced strong results for the first quarter ended March 31,
2017:
- Income from continuing operations per
diluted common share for the first quarter 2017 grew 22 percent to
$0.44 compared to the same period in 2016. The increase from the
first quarter 2016 was principally due to strong property
performance and lower depreciation and amortization, partially
offset by the impact of dispositions and a higher share count.
- Normalized Funds From Operations
(“FFO”) per diluted common share and reported FFO per diluted
common share, as defined by the National Association of Real Estate
Investment Trusts (“NAREIT FFO”), each totaled $1.03 for the first
quarter 2017. The modest decrease from the first quarter 2016 for
both items was principally due to the same reasons as described
above for income from continuing operations per diluted common
share, excluding the impact of depreciation and amortization.
Ventas Advantage Fuels Excellent Start
to 2017
“The year is off to an excellent start, as we delivered strong
results on the back of attractive property performance in the first
quarter,” said Debra A. Cafaro, Ventas Chairman and Chief Executive
Officer. “These results were achieved while executing on our
strategic priorities of enhancing our liquidity and financial
profile, making excellent investments, increasing our development
and redevelopment pipeline and executing successfully in the
capital markets. Notably, we scaled our leading university-based
research and life science platform, adding state-of-the-art
facilities and expanding our partnerships with top research
universities, and funded Ardent’s acquisition of high-quality acute
care hospitals to expand its business to $3 billion in annual
revenues.
“Our highly productive team also successfully increased our
revolving credit facility, expanding its capacity to $3 billion
from $2 billion, improving pricing and extending maturities.
Finally, we are also pleased to confirm our outlook for the
year.”
Portfolio Performance
- The Company’s first quarter 2017
same-store total portfolio (1,175 assets) cash NOI growth was 3.9
percent compared to the same period in 2016. Same-store cash NOI
growth by segment follows:
- The triple net leased portfolio
increased 4.7 percent, driven principally by in-place lease
escalations;
- The seniors housing operating portfolio
(“SHOP”) grew 2.9 percent, driven by growth in high-barrier
markets; and
- The medical office building (“MOB”)
portfolio rose 3.7 percent, driven by rate growth and the receipt
of lease termination fees in the quarter.
First Quarter 2017
Highlights
- The Company invested more than $1
billion in the first quarter 2017, including:
- The approximately $130 million purchase
of a high-quality life science, research and medical complex in
Providence, Rhode Island, consisting principally of a 269,000
square foot historic renovation of South Street Landing (“SSL”).
SSL, which is nearly complete, includes state-of-the-art medical
teaching labs and simulation facilities. It is 100 percent
pre-leased by Brown University and the Nursing Education Center and
is expected to be fully occupied by late 2017. The Company also
acquired other sites for future development and redevelopment.
- Providing a secured credit facility
consisting principally of a $700 million term loan to fund Ardent
Health Services’ (“Ardent”) acquisition of LHP Hospital Group,
making Ardent the second largest private, for-profit hospital
operator in the United States with $3 billion in annual revenues.
The acquired assets have significant market share, strong margins,
excellent payor mix, significant synergy opportunities and benefit
from outstanding relationships with not-for-profit and academic
medical centers. As part of the transaction, Ardent also received a
significant equity contribution from its majority owner, an
affiliate of Equity Group Investments.
- Ventas committed to funding
approximately $80 million of development and redevelopment
projects, including an attractive ground-up life science
development associated with Washington University in St. Louis.
Inclusive of this newly-committed development and the Providence
acquisition, the Company has made follow-on acquisitions or
development project commitments totaling more than $350 million in
its attractive university-centered life science, medical and
innovation center portfolio.
- To fund investments, refinance maturing
debt and lengthen the Company’s weighted average maturity profile,
Ventas issued senior notes with an aggregate principal balance of
$800 million and a current weighted average effective rate of 3.1
percent and a weighted average maturity of approximately eight
years.
- During and immediately following the
quarter, the Company sold properties and received final repayments
on loans receivable for proceeds of approximately $100 million,
recognizing gains exceeding $40 million.
- The Company’s credit profile and
financial health were robust in the first quarter, including:
- 21 percent cash flow from operations
growth in the first quarter 2017 compared to the first quarter
2016;
- Net Debt to Adjusted Pro Forma EBITDA
ratio of 5.9x at quarter end, a temporary increase until the
receipt of anticipated disposition proceeds in the second half of
2017;
- 40 percent total indebtedness to gross
asset value at quarter end; and
- 4.6x fixed charge coverage at quarter
end.
- Ventas paid its shareholders a
quarterly dividend of $0.775 per share, a six percent
year-over-year increase.
Recent Developments and
Updates
- In April, Ventas closed an upsized and
extended revolving credit facility (the “Credit Facility”),
increasing its immediate borrowing capacity to $3 billion (from $2
billion previously) at an improved pricing spread of 87.5 basis
points over LIBOR (compared to its previous borrowing spread of 100
basis points). The Credit Facility includes a $750 million
“accordion feature” that permits the Company to expand its
borrowing capacity to a total of $3.75 billion. The Credit Facility
initially matures in April 2021 and can be extended by the Company
until April 2022.
- Currently, the Company has $2.7 billion
of available borrowing capacity and cash on hand.
- In April, Ventas repaid $300 million of
1.25 percent senior notes at maturity.
- The Company continues to expect that it
will sell 36 skilled nursing facilities (“SNFs”) for $700 million
(representing a 7.1 percent cash yield) in the second half of 2017
(the “SNF Sale”), reducing its pro forma percentage of NOI received
from SNFs to one percent of its aggregate NOI.
2017 Guidance Confirmed
Ventas continues to project 2017 income from continuing
operations per diluted common share to range between $1.72 and
$1.78. Consistent with previously disclosed guidance, the Company
expects normalized FFO per diluted common share to range between
$4.12 and $4.18. NAREIT FFO per diluted common share is expected to
range between $4.10 and $4.19, also consistent with previously
disclosed guidance.
The Company continues to expect full year 2017 same-store cash
NOI growth to range from 1.5 to 2.5 percent. Segment level
same-store cash NOI growth rates also remain consistent with
previous guidance.
The Company’s guidance continues to assume completion of
approximately $900 million in strategic dispositions in 2017 (of
which $100 million have closed to date), including the SNF Sale,
which would produce a gain of more than $650 million. 2017
investments included in guidance consist principally of the $1
billion of investments completed to date.
In addition, the Company expects to invest in future growth by
funding approximately $350 million in development and redevelopment
projects for the full year 2017, including attractive new ground-up
medical office and life science developments.
Consistent with its practice, the Company’s guidance does not
include any further material investments, dispositions or capital
activity. The 2017 outlook assumes approximately 358 million
weighted average fully-diluted shares, with no new equity issuance
in 2017. A reconciliation of the Company’s guidance to the
Company’s projected GAAP measures is included in this press
release.
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
assurance that the Company will achieve these results.
First Quarter 2017 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 (844) 776-7841 (or +1
(661) 378-9542 for international callers). 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
webcast will be available following the call online, or by calling
(855) 859-2056 (or +1 (404) 537-3406 for international callers),
passcode 4581997, beginning at approximately 2:00 p.m. Eastern Time
and will remain for 36 days.
Ventas, Inc., an S&P 500 company, is a leading real estate
investment trust. Its diverse portfolio of approximately 1,300
assets in the United States, Canada and the United Kingdom consists
of seniors housing communities, medical office buildings, life
science and innovation centers, inpatient rehabilitation and
long-term acute care facilities, general acute care hospitals and
skilled nursing facilities. 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.
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/annual-reports---supplemental-information.
A comprehensive listing of the Company’s properties is available at
www.ventasreit.com/our-portfolio/properties-by-stateprovince.
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 or acquisition 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; (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 or state budgets resulting
in the reduction or nonpayment of Medicare or Medicaid
reimbursement rates; (e) the nature and extent of future
competition, including new construction in the markets in which the
Company’s seniors housing communities and medical office buildings
(“MOBs”) are located; (f) the extent and effect 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 tenants, 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
ended December 31, 2016 and for the year ending December 31, 2017;
(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 exchange rates for any foreign currency in which the Company
may, from time to time, conduct business; (p) year-over-year
changes in the Consumer Price Index or the UK Retail Price Index
and the effect of those changes on the rent escalators contained in
the Company’s leases 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 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) risks associated with the Company’s investments in joint
ventures and unconsolidated entities, including its lack of sole
decision-making authority and its reliance on its joint venture
partners’ financial condition; (v) the Company’s ability to obtain
the financial results expected from its development and
redevelopment projects; (w) the impact of market or issuer events
on the liquidity or value of the Company’s investments in
marketable securities; (x) consolidation activity in the seniors
housing and healthcare industries resulting in a change of control
of, or a competitor’s investment in, 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; (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; and
(z) changes in accounting principles, or their application or
interpretation, and the Company’s ability to make estimates and the
assumptions underlying the estimates, which could have an effect on
the Company’s earnings.
CONSOLIDATED BALANCE
SHEETS (In thousands, except per share amounts)
March 31, December 31, September 30, June
30, March 31, 2017 2016 2016
2016 2016 Assets Real estate
investments: Land and improvements $ 2,123,266 $ 2,089,591 $
2,089,329 $ 2,041,880 $ 2,060,247 Buildings and improvements
21,869,961 21,516,396 21,551,049 20,272,554 20,395,386 Construction
in progress 213,281 210,599 192,848 127,647 119,215 Acquired lease
intangibles 1,532,365 1,510,629 1,522,708
1,332,173 1,343,187 25,738,873 25,327,215 25,355,934
23,774,254 23,918,035 Accumulated depreciation and amortization
(5,123,144 ) (4,932,461 ) (4,754,532 ) (4,560,504 ) (4,409,554 )
Net real estate property 20,615,729 20,394,754 20,601,402
19,213,750 19,508,481 Secured loans receivable and investments, net
1,398,417 702,021 821,663 1,003,561 1,002,598 Investments in
unconsolidated real estate entities 108,976 95,921
97,814 96,952 98,120 Net real estate
investments 22,123,122 21,192,696 21,520,879 20,314,263 20,609,199
Cash and cash equivalents 91,284 286,707 89,279 57,322 51,701
Escrow deposits and restricted cash 92,175 80,647 89,521 65,626
76,710 Goodwill 1,033,484 1,033,225 1,043,075 1,043,479 1,044,983
Assets held for sale 61,983 54,961 195,252 195,271 54,263 Other
assets 517,283 518,364 488,258 417,511
424,436
Total assets $ 23,919,331 $ 23,166,600
$ 23,426,264 $ 22,093,472 $ 22,261,292
Liabilities and equity Liabilities: Senior notes
payable and other debt $ 11,943,733 $ 11,127,326 $ 11,252,327 $
10,901,131 $ 11,247,730 Accrued interest 78,219 83,762 70,790
80,157 66,988 Accounts payable and other liabilities 946,674
907,928 930,103 735,287 738,327 Liabilities related to assets held
for sale 1,389 1,462 77,608 88,967 12,625 Deferred income taxes
294,057 316,641 315,713 320,468 333,354
Total liabilities 13,264,072 12,437,119 12,646,541
12,126,010 12,399,024 Redeemable OP unitholder and
noncontrolling interests 171,384 200,728 209,278 217,686 191,739
Commitments and contingencies Equity: Ventas
stockholders' equity: Preferred stock, $1.00 par value; 10,000
shares authorized, unissued — — — — — Common stock, $0.25 par
value; 354,863; 354,125; 353,793; 341,055 and 337,486 shares issued
at March 31, 2017, December 31, 2016, September 30, 2016, June 30,
2016 and March 31, 2016, respectively 88,698 88,514 88,431 85,246
84,354 Capital in excess of par value 12,944,501 12,917,002
12,870,566 11,961,951 11,758,306 Accumulated other comprehensive
loss (53,657 ) (57,534 ) (49,614 ) (44,195 ) (19,932 ) Retained
earnings (deficit) (2,564,936 ) (2,487,695 ) (2,420,766 )
(2,313,287 ) (2,208,474 ) Treasury stock, 0; 1; 1; 0 and 1 shares
at March 31, 2017, December 31, 2016, September 30, 2016, June 30,
2016 and March 31, 2016, respectively — (47 ) (78 ) —
(59 ) Total Ventas stockholders' equity 10,414,606 10,460,240
10,488,539 9,689,715 9,614,195 Noncontrolling interests 69,269
68,513 81,906 60,061 56,334
Total equity 10,483,875 10,528,753 10,570,445
9,749,776 9,670,529
Total liabilities and
equity $ 23,919,331 $ 23,166,600 $ 23,426,264
$ 22,093,472 $ 22,261,292
CONSOLIDATED STATEMENTS OF INCOME (In thousands, except
per share amounts) For the Three Months
Ended March 31, 2017 2016 Revenues
Rental income: Triple-net leased $ 209,327 $ 214,487 Office 185,895
144,136 395,222 358,623 Resident fees and services
464,188 463,976 Office building and other services revenue 3,406
7,185 Income from loans and investments 20,146 22,386 Interest and
other income 481 119 Total revenues 883,443 852,289
Expenses Interest 108,804 103,273 Depreciation and
amortization 217,783 236,387 Property-level operating expenses:
Senior living 312,073 312,541 Office 56,914 43,681
368,987 356,222 Office building services costs 738 3,451 General,
administrative and professional fees 33,961 31,726 Loss on
extinguishment of debt, net 309 314 Merger-related expenses and
deal costs 2,056 1,632 Other 1,188 4,168 Total
expenses 733,826 737,173 Income before unconsolidated
entities, income taxes, discontinued operations, real estate
dispositions and noncontrolling interests 149,617 115,116 Income
(loss) from unconsolidated entities 3,150 (198 ) Income tax benefit
3,145 8,421 Income from continuing operations 155,912
123,339 Discontinued operations (53 ) (489 ) Gain on real estate
dispositions 43,289 26,184 Net income 199,148 149,034
Net income attributable to noncontrolling interests 1,021 54
Net income attributable to common stockholders $ 198,127
$ 148,980
Earnings per common share Basic:
Income from continuing operations $ 0.44 $ 0.37 Net income
attributable to common stockholders 0.56 0.44 Diluted: Income from
continuing operations $ 0.44 $ 0.36 Net income attributable to
common stockholders 0.55 0.44
Weighted average shares
used in computing earnings per common share Basic 354,410
335,559 Diluted 357,572 339,202 Dividends declared per
common share $ 0.775 $ 0.73
QUARTERLY CONSOLIDATED
STATEMENTS OF INCOME (In thousands, except per share
amounts) For the Quarters
Ended March 31, December 31, September 30,
June 30, March 31, 2017 2016
2016 2016 2016 Revenues Rental income:
Triple-net leased $ 209,327 $ 210,804 $ 210,424 $ 210,119 $ 214,487
Office 185,895 183,846 158,273 144,087
144,136 395,222 394,650 368,697 354,206 358,623 Resident
fees and services 464,188 456,919 461,974 464,437 463,976 Office
building and other services revenue 3,406 4,064 4,317 5,504 7,185
Income from loans and investments 20,146 19,996 31,566 24,146
22,386 Interest and other income 481 84 562
111 119 Total revenues 883,443 875,713 867,116
848,404 852,289
Expenses Interest 108,804 107,739
105,063 103,665 103,273 Depreciation and amortization 217,783
232,189 208,387 221,961 236,387 Property-level operating expenses:
Senior living 312,073 310,303 312,145 307,989 312,541 Office 56,914
55,165 48,972 43,966 43,681
368,987 365,468 361,117 351,955 356,222 Office building services
costs 738 1,034 974 1,852 3,451 General, administrative and
professional fees 33,961 31,488 31,567 32,094 31,726 Loss (gain) on
extinguishment of debt, net 309 (386 ) 383 2,468 314 Merger-related
expenses and deal costs 2,056 (438 ) 16,217 7,224 1,632 Other 1,188
1,087 2,430 2,303 4,168 Total
expenses 733,826 738,181 726,138 723,522
737,173 Income before unconsolidated entities,
income taxes, discontinued operations, real estate dispositions and
noncontrolling interests 149,617 137,532 140,978 124,882 115,116
Income (loss) from unconsolidated entities 3,150 2,207 931 1,418
(198 ) Income tax benefit 3,145 2,836 8,537
11,549 8,421 Income from continuing operations
155,912 142,575 150,446 137,849 123,339 Discontinued operations (53
) (167 ) (118 ) (148 ) (489 ) Gain (loss) on real estate
dispositions 43,289 66,424 (144 ) 5,739 26,184
Net income 199,148 208,832 150,184 143,440 149,034 Net
income attributable to noncontrolling interests 1,021 1,195
732 278 54 Net income attributable to
common stockholders $ 198,127 $ 207,637 $ 149,452
$ 143,162 $ 148,980
Earnings per
common share Basic: Income from continuing operations $ 0.44 $
0.40 $ 0.43 $ 0.41 $ 0.37 Net income attributable to common
stockholders 0.56 0.59 0.43 0.42 0.44 Diluted: Income from
continuing operations $ 0.44 $ 0.40 $ 0.42 $ 0.40 $ 0.36 Net income
attributable to common stockholders 0.55 0.58 0.42 0.42 0.44
Weighted average shares used in computing earnings per common
share Basic 354,410 353,911 350,274 338,901 335,559 Diluted
357,572 357,435 354,186 342,571 339,202
CONSOLIDATED
STATEMENTS OF CASH FLOWS (In thousands) For
the Three Months Ended
March 31,
2017 2016 Cash flows from operating
activities: Net income $ 199,148 $ 149,034 Adjustments to reconcile
net income to net cash provided by operating activities:
Depreciation and amortization 217,783 236,387 Amortization of
deferred revenue and lease intangibles, net (5,015 ) (5,037 ) Other
non-cash amortization 2,460 2,446 Stock-based compensation 6,701
5,029 Straight-lining of rental income, net (5,377 ) (9,845 ) Loss
on extinguishment of debt, net 309 314 Gain on real estate
dispositions (43,289 ) (26,184 ) Income tax benefit (4,145 ) (9,156
) (Income) loss from unconsolidated entities (123 ) 198 Gain on
re-measurement of equity interest upon acquisition, net (3,027 ) —
Distributions from unconsolidated entities 2,380 1,989 Other 652
1,099 Changes in operating assets and liabilities: Increase in
other assets (3,714 ) (4,835 ) Decrease in accrued interest (4,741
) (14,311 ) Decrease in accounts payable and other liabilities
(24,271
)
(49,979
) Net cash provided by operating activities
335,731
277,149
Cash flows from investing activities: Net investment in real estate
property (198,843 ) (13,620 ) Investment in loans receivable and
other (701,358 ) (146,214 ) Proceeds from real estate disposals —
54,211 Proceeds from loans receivable 3,363 1,625 Development
project expenditures (86,452 ) (34,767 ) Capital expenditures
(23,835 ) (23,721 ) Investment in unconsolidated operating entity
(14,850 ) — Other (12,090 ) (4,265 ) Net cash used in investing
activities (1,034,065 ) (166,751 ) Cash flows from financing
activities: Net change in borrowings under credit facility 22,822
137,440 Proceeds from debt 797,214 145 Repayment of debt (20,496 )
(151,309 ) Purchase of noncontrolling interests (15,809 ) — Payment
of deferred financing costs (6,384 ) (76 ) Issuance of common
stock, net — 149,631 Cash distribution to common stockholders
(275,368 ) (245,496 ) Cash distribution to redeemable OP
unitholders (1,893 ) (2,323 ) Contributions from noncontrolling
interests 2,102 — Distributions to noncontrolling interests (2,410
) (1,743 ) Other
3,297
1,893
Net cash provided by (used in) financing activities
503,075
(111,838
) Net decrease in cash and cash equivalents (195,259 ) (1,440 )
Effect of foreign currency translation on cash and cash equivalents
(164 ) 118 Cash and cash equivalents at beginning of period 286,707
53,023 Cash and cash equivalents at end of period $
91,284 $ 51,701 Supplemental schedule of
non-cash activities: Assets and liabilities assumed from
acquisitions: Real estate investments $ 188,919 $ 2,558 Utilization
of funds held for an Internal Revenue Code Section 1031 exchange
(84,995 ) — Other assets acquired (373 ) (66 ) Debt assumed 52,462
— Other liabilities 68,676 2,558 Deferred income tax liability
(19,564 ) (66 ) Noncontrolling interests 1,977 — Equity issued for
purchase of OP and Class C units 22,071 19,348
QUARTERLY
CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)
For the Quarters Ended March 31,
December 31, September 30, June
30, March 31, 2017 2016 2016
2016 2016 Cash flows from operating activities: Net
income $ 199,148 $ 208,832 $ 150,184 $ 143,440 $ 149,034
Adjustments to reconcile net income to net cash provided by
operating activities: Depreciation and amortization 217,783 232,189
208,387 221,961 236,387 Amortization of deferred revenue and lease
intangibles, net (5,015 ) (5,029 ) (5,217 ) (5,053 ) (5,037 ) Other
non-cash amortization 2,460 3,183 2,487 2,241 2,446 Stock-based
compensation 6,701 5,073 5,848 5,008 5,029 Straight-lining of
rental income, net (5,377 ) (6,602 ) (5,960 ) (5,581 ) (9,845 )
Loss (gain) on extinguishment of debt, net 309 (386 ) 383 2,468 314
(Gain) loss on real estate dispositions (including amounts in
discontinued operations) (43,289 ) (66,424 ) 144 (5,739 ) (26,184 )
Gain on real estate loan investments — — (2,238 ) (33 ) — Income
tax benefit (4,145 ) (3,395 ) (9,389 ) (12,287 ) (9,156 ) (Income)
loss from unconsolidated entities (123 ) (2,207 ) (931 ) (1,418 )
198 Gain on re-measurement of equity interest upon acquisition, net
(3,027 ) — — — — Distributions from unconsolidated entities 2,380
2,024 1,701 1,884 1,989 Other 652 (772 ) (1,799 ) (375 ) 1,099
Changes in operating assets and liabilities: (Increase) decrease in
other assets (3,714 ) 3,807 (8,856 ) 15,444 (4,835 ) (Decrease)
increase in accrued interest (4,741 ) 12,657 (9,284 ) 13,542
(14,311 ) (Decrease) increase in accounts payable and other
liabilities
(24,271
)
(16,755
)
19,950
8,085
(49,979
) Net cash provided by operating activities
335,731
366,195
345,410
383,587
277,149
Cash flows from investing activities: Net investment in real estate
property (198,843 ) (7,520 ) (1,387,139 ) (20,833 ) (13,620 )
Investment in loans receivable and other (701,358 ) (3,686 ) (2,499
) (6,236 ) (146,214 ) Proceeds from real estate disposals — 237,000
— 9,350 54,211 Proceeds from loans receivable 3,363 126,019 186,419
6,019 1,625 Development project expenditures (86,452 ) (49,249 )
(24,719 ) (34,912 ) (34,767 ) Capital expenditures (23,835 )
(42,160 ) (28,371 ) (23,204 ) (23,721 ) Investment in
unconsolidated operating entity (14,850 ) — — — — Other (12,090 )
(261 ) (1,910 ) — (4,265 ) Net cash (used in) provided by
investing activities (1,034,065 ) 260,143 (1,258,219 ) (69,816 )
(166,751 ) Cash flows from financing activities: Net change in
borrowings under credit facility 22,822 (82,365 ) 22,424 (113,136 )
137,440 Proceeds from debt 797,214 16,601 460,400 416,072 145
Repayment of debt (20,496 ) (105,608 ) (176,168 ) (589,028 )
(151,309 ) Purchase of noncontrolling interests (15,809 ) (1,242 )
— (1,604 ) — Payment of deferred financing costs (6,384 ) (408 )
(2,303 ) (3,768 ) (76 ) Issuance of common stock, net — 20,978
887,963 228,108 149,631 Cash distribution to common stockholders
(275,368 ) (274,566 ) (256,931 ) (247,975 ) (245,496 ) Cash
distribution to redeemable OP unitholders (1,893 ) (2,154 ) (2,049
) (2,114 ) (2,323 ) Contributions from noncontrolling interests
2,102 1,400 246 5,680 — Distributions to noncontrolling interests
(2,410 ) (1,758 ) (1,539 ) (1,839 ) (1,743 ) Other
3,297
621
13,009
1,729
1,893
Net cash provided by (used in) financing activities
503,075
(428,501
)
945,052
(307,875
)
(111,838
) Net (decrease) increase in cash and cash equivalents (195,259 )
197,837 32,243 5,896 (1,440 ) Effect of foreign currency
translation on cash and cash equivalents (164 ) (409 ) (286 ) (275
) 118 Cash and cash equivalents at beginning of period 286,707
89,279 57,322 51,701 53,023 Cash
and cash equivalents at end of period $ 91,284 $ 286,707
$ 89,279 $ 57,322 $ 51,701
QUARTERLY CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(In thousands) For the Quarters Ended March
31, December 31, September 30,
June 30, March 31, 2017
2016 2016 2016 2016 Supplemental
schedule of non-cash activities: Assets and liabilities assumed
from acquisitions: Real estate investments $ 188,919 $ 9,426 $
51,001 $ 6,107 $ 2,558 Utilization of funds held for an Internal
Revenue Code Section 1031 exchange (84,995 ) — — (6,954 ) — Other
assets acquired (373 ) 10,158 79,018 927 (66 ) Debt assumed 52,462
— 47,641 — — Other liabilities 68,676 12,190 57,808 80 2,558
Deferred income tax liability (19,564 ) 7,102 2,345 — (66 )
Noncontrolling interests 1,977 292 22,225 — — Equity issued for
purchase of OP and Class C units 22,071 1,348 2,200 1,422 19,348
NON-GAAP
FINANCIAL MEASURES RECONCILIATION
Funds From Operations (FFO) and Funds
Available for Distribution (FAD)1
(Dollars in thousands, except per share amounts)
YOY 2016 2017 Growth
Q1 Q2 Q3
Q4 YTD Q1 '16-'17
Income from continuing operations $ 123,339
$ 137,849 $ 150,446 $
142,575 $ 554,209 $ 155,912
26 % Income from continuing operations per
share $ 0.36 $
0.40 $ 0.42
$ 0.40 $ 1.59
$ 0.44 22 %
Discontinued
operations (489 ) (148 )
(118 ) (167 ) (922 )
(53 ) Gain (loss) on real estate dispositions
26,184 5,739 (144
) 66,424 98,203
43,289 Net income 149,034
143,440 150,184 208,832 651,490
199,148 Net income attributable to noncontrolling
interests 54 278
732 1,195
2,259 1,021 Net
income attributable to common stockholders $
148,980 $ 143,162 $ 149,452
$ 207,637 $ 649,231 $
198,127 33 % Net income attributable to
common stockholders per share $ 0.44
$ 0.42 $
0.42 $ 0.58
$ 1.86 $ 0.55
25 % Adjustments:
Depreciation and amortization on real estate assets
234,726 220,346 206,560 230,353
891,985 215,961 Depreciation on real estate assets
related to noncontrolling interests (2,075 )
(1,814 ) (1,865 ) (2,031
) (7,785 ) (1,995 )
Depreciation on real estate assets related to unconsolidated
entities 1,989 1,220 1,113 1,432
5,754 1,187 Gain on re-measurement of equity
interest upon acquisition, net — — —
— — (3,027 ) (Gain) loss on real
estate dispositions (26,184 ) (5,739
) 144 (66,424 ) (98,203 )
(43,289 ) (Gain) loss on real estate dispositions
related to unconsolidated entities (536 )
41 — 56 (439 ) 23
Discontinued operations: Loss on real estate
dispositions — 1
— — 1
— Subtotal: FFO add-backs
207,920 214,055 205,952 163,386
791,313 168,860 Subtotal: FFO add-backs per
share $ 0.61 $
0.62 $ 0.58
$ 0.46 $ 2.27
$ 0.47 FFO (NAREIT)
attributable to common stockholders $ 356,900
$ 357,217 $ 355,404 $
371,023 $ 1,440,544 $ 366,987
3 % FFO (NAREIT) attributable to common
stockholders per share $ 1.05
$ 1.04 $ 1.00
$ 1.04 $
4.13 $ 1.03
(2 %) Adjustments: Change in fair
value of financial instruments (79 ) (7
) 14 134 62 23 Non-cash
income tax benefit (9,157 ) (12,286
) (9,389 ) (3,395 )
(34,227 ) (4,145 ) Loss (gain) on
extinguishment of debt, net 314 2,468 383
(386 ) 2,779 403 (Gain) loss on
non-real estate dispositions related to unconsolidated entities
— (585 ) 28 — (557
) 4 Merger-related expenses, deal costs and
re-audit costs 3,254 8,550 16,965
(479 ) 28,290 3,129 Amortization of
other intangibles 438 438 438 438
1,752 438 Unusual items related to unconsolidated
entities — — — — —
212 Non-cash impact of changes to equity plan
— — —
— — 999
Subtotal: normalized FFO add-backs (5,230
) (1,422 ) 8,439 (3,688 )
(1,901 ) 1,063 Subtotal: normalized FFO
add-backs per share $ (0.02 )
$ 0.00 $ 0.02
$ (0.01 ) $
(0.01 ) $ 0.00
Normalized FFO attributable to common stockholders
$ 351,670 $ 355,795 $
363,843 $ 367,335 $ 1,438,643
$ 368,050 5 % Normalized FFO
attributable to common stockholders per share $
1.04 $ 1.04
$ 1.03 $ 1.03
$ 4.13 $ 1.03
(1 %) Non-cash items included
in normalized FFO: Amortization of deferred revenue and
lease intangibles, net (5,037 ) (5,053
) (5,217 ) (5,029 )
(20,336 ) (5,015 ) Other non-cash
amortization, including fair market value of debt 2,446
2,241 2,487 3,183 10,357 2,460
Stock-based compensation 5,029 5,008
5,848 5,073 20,958 5,702
Straight-lining of rental income, net (9,845 )
(5,581 ) (5,960 )
(6,602 ) (27,988 )
(5,377 ) Subtotal: non-cash items included in
normalized FFO (7,407 ) (3,385 )
(2,842 ) (3,375 ) (17,009
) (2,230 ) Capital expenditures
(24,987 ) (25,103 )
(29,991 ) (44,540 )
(124,621 ) (24,919 )
Normalized FAD attributable to common stockholders
$ 319,276 $
327,307 $ 331,010
$ 319,420 $ 1,297,013
$ 340,901 7
% Merger-related expenses, deal costs and re-audit
costs (3,254 ) (8,550 )
(16,965 ) 479 (28,290 )
(3,129 ) Unusual items related to unconsolidated
entities — —
— — —
(212 ) FAD attributable to
common stockholders $ 316,022
$ 318,757 $
314,045 $ 319,899
$ 1,268,723 $ 337,560
7 % Weighted average diluted
shares 339,202 342,571
354,186 357,435
348,390 357,572
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 material changes in the
Company’s weighted average diluted share count, if any.
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. For that reason, the Company considers FFO, normalized
FFO, FAD and normalized FAD to be appropriate supplemental measures
of operating performance of an equity REIT. In particular, the
Company believes that normalized FFO is useful 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 non-recurring items and
other non-operational events such as transactions and litigation.
In some cases, the Company provides information about identified
non-cash components of FFO and normalized FFO because it allows
investors, analysts and Company management to assess the impact of
those items on the Company’s financial results.
The Company uses the NAREIT definition of FFO. NAREIT defines
FFO as net income attributable to common stockholders (computed in
accordance with GAAP) excluding gains or losses from sales of real
estate property, including gain (or loss) 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)
merger-related costs and expenses, including amortization of
intangibles, transition and integration expenses, and deal costs
and expenses, including expenses and recoveries relating to
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, the
non-cash impact of changes to the Company’s executive equity
compensation plan and derivative transactions that have non-cash
mark-to-market impacts on the Company’s income statement; (d) the
financial impact of contingent consideration, severance-related
costs and charitable donations made to the Ventas Charitable
Foundation; (e) gains and losses for non-operational foreign
currency hedge agreements and changes in the fair value of
financial instruments; (f) gains and losses on non-real estate
dispositions and other unusual items related to unconsolidated
entities; and (g) expenses related to the re-audit and re-review in
2014 of the Company’s historical financial statements and related
matters. Normalized FAD represents normalized FFO excluding
non-cash components, straight-line rental adjustments and deducting
capital expenditures, including tenant allowances and leasing
commissions. FAD represents normalized FAD after subtracting
merger-related expenses, deal costs and re-audit costs and unusual
items related to unconsolidated entities.
FFO, normalized FFO, FAD and normalized FAD presented herein may
not be identical to those presented by other real estate companies
due to the fact that not all real estate companies use the same
definitions. FFO, normalized FFO, FAD and normalized FAD should not
be considered as alternatives to net income or income from
continuing operations (both 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 they necessarily indicative of sufficient cash flow to fund all
of the Company’s needs. The Company believes that income from
continuing operations is the most comparable GAAP measure because
it provides insight into the Company’s continuing operations. The
Company believes that in order to facilitate a clear understanding
of the consolidated historical operating results of the Company,
FFO, normalized FFO, FAD and normalized FAD should be examined in
conjunction with net income and income from continuing operations
as presented elsewhere herein.
NON-GAAP FINANCIAL MEASURES
RECONCILIATION
EPS, FFO and FAD Guidance Attributable
to Common Stockholders 1,2
(Dollars in millions, except per share amounts)
Tentative / Preliminary and Subject to Change
FY2017 - Guidance 2017 - Per Share Low
High Low High
Income from Continuing Operations $617
$640 $1.72
$1.78 Gain on Real Estate Dispositions 683 713
1.90 1.99 Other Adjustments 3 (6 ) (8 ) (0.02 ) (0.02 )
Net Income Attributable to Common
Stockholders $1,294 $1,345
$3.61 $3.75
Depreciation and Amortization Adjustments 861 875 2.40 2.44 Gain on
Real Estate Dispositions (683 ) (713 ) (1.90 ) (1.99 ) Other
Adjustments 3 (4 ) (4 ) (0.01 ) (0.01 )
FFO (NAREIT) Attributable to Common Stockholders
$1,468 $1,503
$4.10 $4.19
Merger-Related Expenses, Deal Costs and Re-Audit Costs 10 5 0.03
0.01 Other Adjustments 3 (1 ) (10 ) (0.00 ) (0.03 )
Normalized FFO Attributable to Common
Stockholders $1,477 $1,498 $4.12
$4.18 % Year-Over-Year Comparable Growth
0 % 1 % Non-Cash
Items Included in Normalized FFO (5 ) (8 ) Capital Expenditures
(126 ) (136 )
Normalized FAD Attributable to Common Stockholders
$1,346 $1,354
Merger-Related Expense, Deal Costs and Re-Audit Costs (10 )
(5 ) Other Adjustments (4 ) (3 )
FAD Attributable to Common Stockholders
$1,332 $1,346
Weighted Average Diluted Shares (in millions) 358
358 1 The Company’s guidance constitutes forward-looking
statements within the meaning of the federal securities laws and is
based on a number of assumptions that are subject to change and
many of which are outside the control of the Company. Actual
results may differ materially from the Company’s expectations
depending on factors discussed in the Company’s filings with the
Securities and Exchange Commission. 2 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. 3 See table titled
“Funds From Operations (FFO) and Funds Available for Distribution
(FAD) Including Comparable Earnings” for detailed breakout of
“other adjustments” for each respective category.
NON-GAAP FINANCIAL MEASURES
RECONCILIATION
Net Debt to Adjusted Pro Forma
EBITDA
(Dollars in thousands)
The following information considers the pro forma effect on
income from continuing operations of the Company’s investments and
other capital transactions that were completed during the three
months ended March 31, 2017, as if the transactions had been
consummated as of the beginning of the period. The following table
illustrates net debt to pro forma earnings, which includes amounts
in discontinued operations, before interest, taxes, depreciation
and amortization (including non-cash stock-based compensation
expense), excluding gains or losses on extinguishment of debt,
consolidated joint venture partners’ share of EBITDA,
merger-related expenses and deal costs, expenses related to the
re-audit and re-review in 2014 of the Company’s historical
financial statements, net gains or losses on real estate activity,
gains or losses on re-measurement of equity interest upon
acquisition, changes in the fair value of financial instruments and
unrealized foreign currency gains or losses, and including the
Company’s share of EBITDA from unconsolidated entities and
adjustments for other immaterial or identified items (“Adjusted Pro
Forma EBITDA”). The Company believes that net debt, Adjusted Pro
Forma EBITDA and net debt to Adjusted Pro Forma EBITDA are useful
to investors, analysts and Company management because they allow
the comparison of the Company’s credit strength between periods and
to other real estate companies without the effect of items that by
their nature are not comparable from period to period and tend to
obscure the Company’s actual credit quality. For a reconciliation
of Net Debt to Adjusted Pro Forma EBITDA for the year ended
December 31, 2016, please refer to the reconciliation included in
the Company’s Current Report on Form 8-K filed with the SEC on
February 10, 2017, which reconciliation is hereby incorporated by
reference. Income from continuing operations $
155,912 Discontinued operations (53 ) Gain on real estate
dispositions 43,289 Net income 199,148 Net income
attributable to noncontrolling interests 1,021 Net income
attributable to common stockholders 198,127 Pro forma adjustments
for current period investments, capital transactions and
dispositions 9,913 Pro forma net income attributable to
common stockholders for the three months ended March 31, 2017
208,040 Add back: Interest 114,255 Depreciation and amortization
217,360 Stock-based compensation 6,701 Gain on real estate
dispositions (43,289 ) Loss on extinguishment of debt, net 309
(Income) loss from unconsolidated entities, net of Ventas share of
EBITDA from unconsolidated entities 6,445 Net income (loss)
attributable to noncontrolling interests, net of consolidated joint
venture partners’ share of EBITDA (3,366 ) Gain on re-measurement
of equity interest upon acquisition, net (3,027 ) Income tax
benefit (3,145 ) Change in fair value of financial instruments 11
Unrealized foreign currency gains (812 ) Other taxes 917
Merger-related expenses, deal costs and re-audit costs 1,445
Adjusted Pro Forma EBITDA 501,844 Adjusted Pro Forma EBITDA
annualized $ 2,007,376 As of March 31, 2017: Debt $
11,943,733 Cash (91,284 ) Restricted cash pertaining to debt
(26,102 ) Consolidated joint venture partners’ share of debt
(72,401 ) Ventas share of debt from unconsolidated entities 88,451
Net debt $ 11,842,397 Net debt to Adjusted Pro Forma
EBITDA 5.9 x
NON-GAAP FINANCIAL MEASURES
RECONCILIATION
Net Operating Income (NOI) and
Same-Store Cash NOI by Segment
(Dollars in thousands)
The Company considers NOI and same-store cash NOI as
important supplemental measures because they allow investors,
analysts and the Company’s management to assess its unlevered
property-level operating results and to compare its operating
results with those of other real estate companies and between
periods on a consistent basis. The Company defines NOI as total
revenues, less interest and other income, property-level operating
expenses and office building services costs. In the case of NOI,
cash receipts may differ due to straight-line recognition of
certain rental income and the application of other GAAP policies.
The Company believes that income from continuing operations is the
most comparable GAAP measure for both NOI and same-store cash NOI
because it provides insight into the Company’s continuing
operations. The Company defines same-store as properties owned,
consolidated and operational for the full period in both comparison
periods, and excluding assets intended for disposition and for
SHOP, those properties that transitioned operators after the start
of the prior comparison period. To normalize for exchange rate
movements, all same-store cash NOI measures assume constant
exchange rates across comparable periods, using the following
methodology: the current period’s results are shown in actual
reported USD, while prior comparison period’s results are adjusted
and converted to USD based on the average exchange rate for the
current period.
Triple-Net
Leased Senior Living Office
Properties Operations Operations All
Other Total For the Three Months Ended March 31,
2017 Income from continuing operations $ 155,912 Adjustments:
Interest and other income (481 ) Interest 108,804 Depreciation and
amortization 217,783 General, administrative and professional fees
33,961 Loss on extinguishment of debt, net 309 Merger-related
expenses and deal costs 2,056 Other 1,188 Income from
unconsolidated entities (3,150 ) Income tax benefit (3,145 )
Reported Segment NOI $ 210,532 $ 152,115 $ 130,174 $ 20,416 513,237
Adjustments: NOI not included in same-store (4,601 ) (5,794 )
(26,720 ) — (37,115 ) Straight-lining of rental income (666 ) —
(4,711 ) — (5,377 ) Non-cash rental income (3,989 ) — (118 ) —
(4,107 ) Non-segment NOI — — — (20,416 ) (20,416 ) NOI impact from
change in FX — — — — — (9,256 )
(5,794 ) (31,549 ) (20,416 ) (67,015 )
Same-Store cash NOI (Constant
Currency)
$ 201,276 $ 146,321 $ 98,625 $ — $
446,222
Percentage increase
4.7 % 2.9 % 3.7 % 3.9 %
For the Three Months Ended March
31, 2016 Income from continuing operations $ 123,339
Adjustments: Interest and other income (119 ) Interest 103,273
Depreciation and amortization 236,387 General, administrative and
professional fees 31,726
Loss on extinguishment of debt, net
314 Merger-related expenses and deal costs 1,632 Other 4,168 Loss
from unconsolidated entities 198 Income tax benefit (8,421 )
Reported Segment NOI $ 215,686 $ 151,435 $ 101,980 $ 23,396 492,497
Adjustments: NOI not included in same-store (9,282 ) (9,833 )
(6,116 ) — (25,231 ) Straight-lining of rental income (8,197 ) —
(1,584 ) — (9,781 ) Non-cash rental income (5,215 ) — 836 — (4,379
) Non-segment NOI — — — (23,396 ) (23,396 ) NOI impact from change
in FX (751 ) 539 — — (212 ) (23,445 ) (9,294 )
(6,864 ) (23,396 ) (62,999 )
Same-Store cash NOI (Constant
Currency)
$ 192,241 $ 142,141 $ 95,116 $ — $
429,498
NON-GAAP FINANCIAL MEASURES
RECONCILIATION
NOI and Same-Store Cash NOI by Segment
Guidance 1,2,3
(Dollars in millions, except per share amounts)
FY2017 - Guidance Tentative / Preliminary and Subject to
Change Non- NNN
SHOP Office Segment Total High
End Income from Continuing Operations $
640 Depreciation and Amortization4 884 Interest Expense,
G&A, Other Income & Expenses5 561
Reported
Segment NOI $ 852 $ 599 $
524 $ 113 2,085 Non-Cash and
Non-Same-Store Adjustments (90 ) (15 ) (131 ) (113 ) (348 )
Same-Store Cash NOI 762 584 393
— 1,737 Percentage Increase 3.5
% 2.0 % 2.0 % NM
2.5 % Modification Fees — — —
— —
Adjusted Same-Store Cash NOI
$ 762 $ 584 $
393 $ — $ 1,737
Adjusted Percentage Increase 3.9 %
2.0 % 2.0 % NM 2.7
% Low End Income from Continuing
Operations $ 617 Depreciation and Amortization4
869 Interest Expense, G&A, Other Income & Expenses5 579
Reported Segment NOI $ 831 $
587 $ 520 $ 124 2,065
Non-Cash and Non-Same-Store Adjustments (76 ) (15 ) (130 ) (124 )
(345 )
Same-Store Cash NOI 755 572 390
— 1,720 Percentage Increase 2.5
% 0.0 % 1.0 % NM
1.5 % Modification Fees — — —
— —
Adjusted Same-Store Cash NOI
$ 755 $ 572 $
390 $ — $ 1,720
Adjusted Percentage Increase 2.9 %
0.0 % 1.0 % NM 1.7
% Prior Year Income from Continuing
Operations $ 554 Depreciation and Amortization4
899 Interest Expense, G&A, Other Income & Expenses5 548
Reported Segment NOI $ 851 $
604 $ 444 $ 102 2,001
Modification Fees 3 — — — 3 Non-Cash and Non-Same-Store Adjustments
(115 ) (32 ) (58 ) (102 ) (307 ) NOI Impact from Change in FX (2 )
— — — (2 )
Same-Store Cash NOI
737 572 386 — 1,695 Modification
Fees (3 ) — — — (3 )
Adjusted
Same-Store Cash NOI $ 734 $
572 $ 386 $ —
$ 1,692
2017
GBP (£) to USD ($)
1.23
USD ($) to CAD (C$)
1.33
1
The Company’s guidance constitutes forward-looking
statements within the meaning of the federal securities laws and is
based on a number of assumptions that are subject to change and
many of which are outside the control of the Company. Actual
results may differ materially from the Company’s expectations
depending on factors discussed in the Company’s filings with the
Securities and Exchange Commission.
2
Totals may not add due to rounding. See table titled “Net Operating
Income (NOI) and Same-Store Cash NOI by Segment” for the three
months ended March 31, 2017 for a detailed breakout of adjustments
for each respective category.
3
Totals may not add across due to minor
corporate-level adjustments.
4
Includes real estate depreciation and amortization, corporate
depreciation and amortization and amortization of other
intangibles.
5
Includes interest expense, general and administrative expenses
(including stock based compensation), loss on extinguishment of
debt, merger-related expenses and deal costs, income from
unconsolidated entities, income tax benefit, and other income and
expenses.
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Ventas, Inc.Ryan K. Shannon(877) 4-VENTAS
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