Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) today reported that normalized Funds From Operations (“FFO”) for the year ended December 31, 2014 increased nine percent to $1.3 billion, from $1.2 billion for the comparable 2013 period. Normalized FFO per diluted common share grew eight percent to $4.48 for the year ended December 31, 2014, as compared to $4.14 for the comparable 2013 period. Weighted average diluted shares outstanding for the full year increased to 296.7 million compared to 295.1 million in 2013.

Fourth quarter 2014 normalized FFO increased nine percent to $342.2 million, from $313.6 million for the comparable 2013 period. Normalized FFO per diluted common share of $1.15 grew 8.5 percent in the fourth quarter of 2014 versus $1.06 in the fourth quarter of 2013.

Record Results with Strong Performance in All Three Segments

“Our 2014 record results reflect the strength of our diversified business, with excellent results in our medical office, triple-net lease and seniors housing operating segments, and the positive impact of our value creating investments. We continue to focus on making accretive investments, raising capital efficiently and managing our assets productively, to enhance our leading position in healthcare and senior living real estate,” Ventas Chairman and Chief Executive Officer Debra A. Cafaro said. “We enter 2015 with confidence in our team, business model and momentum. We continue to see and capture opportunities to create additional wealth and value for our shareholders. Our long track record of stewardship of capital, expertise in capital markets and experience in asset management positions us well to continue our long track record of earnings and dividend growth in 2015.”

Net income attributable to common stockholders for the year ended December 31, 2014 was $475.8 million, or $1.60 per diluted common share, including discontinued operations. Net income attributable to common stockholders for the year ended December 31, 2013 was $453.5 million, or $1.54 per diluted common share, including discontinued operations. Net income attributable to common stockholders for the quarter ended December 31, 2014 was $107.2 million, or $0.36 per diluted common share, including discontinued operations. Net income attributable to common stockholders for the quarter ended December 31, 2013 was $108.4 million, or $0.37 per diluted common share, including discontinued operations.

FFO, as defined by the National Association of Real Estate Investment Trusts (NAREIT), for the full-year 2014 was $1.274 billion, or $4.29 per diluted common share. NAREIT FFO for the full-year 2013 was $1.208 billion, or $4.09 per diluted common share. NAREIT FFO per share growth was lower than normalized FFO per share growth for the same period due principally to the exclusion of transaction and re-audit related costs in both periods in normalized FFO, consistent with the Company’s guidance and historical practice.

First Quarter Dividend

Ventas’s Board of Directors declared the second installment of the first quarter 2015 dividend on the Company’s common stock in the amount of $0.5793 per share, payable in cash on March 31, 2015 to stockholders of record on March 6, 2015. On January 27, 2015, Ventas paid the first installment of its first quarter 2015 dividend in the amount of $0.2107 to stockholders of record on January 15, 2015, in connection with the Company’s acquisition of HCT. Together, these two installments total to the Company’s regular quarterly dividend of $0.79 per share and represent a nine percent increase from the dividend in the first quarter of 2014.

2014 Highlights

  • Same-store cash net operating income (NOI) growth for the Company’s total portfolio (1,307 assets) was 3.9 percent, expressed in constant currency, for the year ended December 31, 2014 compared to 2013.
  • Total seniors housing operating portfolio (SHOP) NOI was $516.2 million, an increase of 15 percent over the comparable 2013 period. Same-store SHOP NOI grew 4.5 percent, expressed in constant currency, for the 217 properties over 2013 results.
  • Ventas closed on investments totaling $2.4 billion during 2014, including development and redevelopment investments exceeding $100 million. The first-year average NOI yield for these investments is expected to be over seven percent. The majority of the acquisitions were in seniors housing, loans and medical office buildings (MOBs).
  • During 2014, Ventas issued and sold $1.3 billion aggregate principal amount of senior notes with a weighted average interest rate of 3.0 percent and a weighted average maturity of 7.0 years. The issuances were composed of $700 million aggregate principal amount of USD senior notes and CAD notes of 650 million. Ventas issued and sold a total of 3.4 million shares of common stock for aggregate proceeds of $246 million under its “at the market” (ATM) equity offering program in 2014.
  • Ventas sold 22 properties and received final repayment on loans receivable for approximately $176 million in aggregate proceeds, representing a yield of ten percent.
  • Ventas delivered total shareholder return of 31 percent, and delivered compound annual return to shareholders of 15.4 percent for the ten years ended December 31, 2014.
  • Ventas increased its dividend by nine percent, and its dividend has grown at a compound annual growth rate of nine percent over the last ten years.
  • The Company made its first investment in the United Kingdom, expanded its presence in the Canadian senior living market, and completed its inaugural senior notes issuance in Canada.
  • The Company successfully re-leased or sold (or entered into contracts for sale of) the 108 post-acute assets whose leases with Kindred Healthcare, Inc. expired in 2014. In addition, Ventas and Kindred reached a mutually beneficial agreement on nine assets and on changes to existing leases, which included payment to the Company of $37 million in January 2015.

Recent Developments

  • In January 2015, the Company completed its acquisition of 152 healthcare and senior living assets owned by American Realty Capital Healthcare Trust, Inc. (“HCT”) in a stock and cash transaction. The transaction was funded with 28.4 million shares of Ventas common stock, 1.1 million units redeemable for shares of Ventas common stock, cash and the assumption of debt.
  • Ventas also closed on additional acquisitions exceeding $300 million year to date at a first year yield of over 7.5 percent.
  • In January 2015, Ventas issued and sold $1.1 billion of senior notes with a weighted average interest rate below 3.7 percent and a weighted average maturity of 15 years. The issuances were composed of $900 million aggregate principal amount of USD senior notes and CAD notes of 250 million.
  • The Company also issued and sold 3.75 million shares of common stock under its ATM program for aggregate proceeds of $290 million in January.
  • The Company’s net debt to Adjusted Pro Forma EBITDA (as defined herein) is expected to approximate 5.7x at the end of the first quarter 2015.
  • The Company currently has a strong liquidity position, with approximately $1.5 billion available under its revolving credit facility, as well as $88 million of cash on hand. Ventas’s debt to total capitalization now stands at 31 percent.

2015 Guidance

Ventas currently expects its 2015 NAREIT FFO per diluted share to range between $4.55 and $4.66 and normalized FFO per diluted share to range between $4.63 and $4.71. The Company’s investments closed year to date, including HCT, are included in the guidance.

Same-store cash NOI is forecast to grow 2.5 to 3.5 percent in 2015. The Company’s guidance assumes over $600 million in property dispositions and receipt of loan repayments, expected mostly in the first quarter of 2015, with later year reinvestment of net proceeds. No further investment or disposition activity, other than the capital recycling forecast in the prior sentence, is included in this targeted range. A reconciliation of the Company’s guidance to the Company’s projected GAAP earnings is included in this press release.

FOURTH 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 (866) 318-8616 (or (617) 399-5135 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 (888) 286-8010 (or (617) 801-6888 for international callers), passcode 55461845, beginning at approximately 2:00 p.m. Eastern Time and will remain for 35 days.

Ventas, Inc., an S&P 500 company, is a leading real estate investment trust. Its diverse portfolio of more than 1,600 assets in the United States, Canada and the United Kingdom consists of seniors housing communities, medical office buildings, skilled nursing facilities, hospitals 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.

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.

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 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 MOBs are located; (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 ended December 31, 2014 and for the year ending December 31, 2015; (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 or manager, and obligations, including indemnification obligations, the Company may incur in connection with the replacement of an existing tenant or manager; (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, 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 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. Many of these factors are beyond the control of the Company and its management.

CONSOLIDATED BALANCE SHEETS
As of December 31, 2014, September 30, 2014, June 30, 2014, March 31, 2014 and December 31, 2013
(In thousands, except per share amounts)
         
December 31, September 30, June 30, March 31, December 31,
2014 2014 2014 2014 2013
 
Assets
Real estate investments:
Land and improvements $ 1,956,128 $ 1,937,888 $ 1,848,922 $ 1,867,146 $ 1,855,968
Buildings and improvements 19,895,043 19,664,973 18,591,786 18,658,616 18,457,028
Construction in progress 120,123 116,975 93,629 71,862 80,415
Acquired lease intangibles 1,039,651   1,039,949   1,009,474   1,014,711   1,010,181  
23,010,945 22,759,785 21,543,811 21,612,335 21,403,592
Accumulated depreciation and amortization (4,025,386 ) (3,833,974 ) (3,657,541 ) (3,515,868 ) (3,328,006 )
Net real estate property 18,985,559 18,925,811 17,886,270 18,096,467 18,075,586
Secured loans receivable and investments, net 829,756 407,551 414,051 376,074 376,229
Investments in unconsolidated entities 91,872   88,175   89,423   90,929   91,656  
Net real estate investments 19,907,187 19,421,537 18,389,744 18,563,470 18,543,471
Cash and cash equivalents 55,348 64,595 86,635 59,791 94,816
Escrow deposits and restricted cash 71,771 78,746 75,514 76,110 84,657
Deferred financing costs, net 60,328 64,898 63,399 59,726 62,215
Other assets 1,131,537   1,021,389   1,175,494   943,671   946,335  
Total assets $ 21,226,171   $ 20,651,165   $ 19,790,786   $ 19,702,768   $ 19,731,494  
 
Liabilities and equity
Liabilities:
Senior notes payable and other debt $ 10,888,092 $ 10,469,106 $ 9,602,439 $ 9,481,051 $ 9,364,992
Accrued interest 62,097 69,112 56,722 61,083 54,349
Accounts payable and other liabilities 1,005,232 965,240 975,282 938,098 1,001,515
Deferred income taxes 344,337   361,454   256,392   252,499   250,167  
Total liabilities 12,299,758 11,864,912 10,890,835 10,732,731 10,671,023
 
Redeemable OP unitholder and noncontrolling interests 172,016 163,080 169,292 160,115 156,660
 
Commitments and contingencies
 
Equity:
Ventas stockholders' equity:
Preferred stock, $1.00 par value; 10,000 shares authorized, unissued — — — — —
Common stock, $0.25 par value; 298,478; 294,359; 294,358; 294,346; and 297,901 shares issued at December 31, 2014, September 30, 2014, June 30, 2014, March 31, 2014 and December 31, 2013, respectively 74,656 73,603 73,602 73,599 74,488
Capital in excess of par value 10,119,306 9,859,490 9,849,301 9,858,733 10,078,592
Accumulated other comprehensive income 13,121 16,156 26,255 18,464 19,659
Retained earnings (deficit) (1,526,388 ) (1,398,378 ) (1,294,048 ) (1,218,967 ) (1,126,541 )
Treasury stock, 7; 32; 0; 3; and 3,712 shares at December 31, 2014, September 30, 2014, June 30, 2014, March 31, 2014 and December 31, 2013, respectively (511 ) (2,075 ) —   (162 ) (221,917 )
Total Ventas stockholders' equity 8,680,184 8,548,796 8,655,110 8,731,667 8,824,281
Noncontrolling interest 74,213   74,377   75,549   78,255   79,530  
Total equity 8,754,397   8,623,173   8,730,659   8,809,922   8,903,811  
Total liabilities and equity $ 21,226,171   $ 20,651,165   $ 19,790,786   $ 19,702,768   $ 19,731,494  

 
CONSOLIDATED STATEMENTS OF INCOME
For the three months and years ended December 31, 2014 and 2013
(In thousands, except per share amounts)
       
For the Three Months Ended For the Year Ended
December 31, December 31,
2014 2013 2014 2013
Revenues:
Rental income:
Triple-net leased $ 245,599 $ 232,873 $ 970,377 $ 877,276
Medical office buildings 116,907   114,635   463,618   450,107  
362,506 347,508 1,433,995 1,327,383
Resident fees and services 411,170 366,129 1,552,951 1,406,005
Medical office building and other services revenue 11,124 6,478 29,364 17,809
Income from loans and investments 15,734 12,924 55,169 58,208
Interest and other income 3,453   146   4,267   2,047  
Total revenues 803,987 733,185 3,075,746 2,811,452
Expenses:
Interest 99,031 90,274 376,842 334,909
Depreciation and amortization 241,275 198,042 826,911 722,075
Property-level operating expenses:
Senior living 273,563 250,123 1,036,556 956,684
Medical office buildings 38,715   37,938   158,542   152,948  
312,278 288,061 1,195,098 1,109,632
Medical office building services costs 7,527 3,358 17,092 8,315
General, administrative and professional fees 28,108 30,349 121,746 115,106
Loss on extinguishment of debt, net 485 2,110 5,564 1,201
Merger-related expenses and deal costs 7,943 4,497 45,051 21,634
Other 13,604   5,407   38,925   18,732  
Total expenses 710,251   622,098   2,627,229   2,331,604  
Income before loss from unconsolidated entities, income taxes, discontinued operations, real estate dispositions and noncontrolling interest 93,736 111,087 448,517 479,848
Loss from unconsolidated entities (688 ) (1,041 ) (139 ) (508 )
Income tax benefit (expense) 13,552   (1,272 ) 8,732   11,828  
Income from continuing operations 106,600 108,774 457,110 491,168
Discontinued operations (411 ) (115 ) 2,106 (36,279 )
Gain on real estate dispositions 1,456   —   17,970   —  
Net income 107,645 108,659 477,186 454,889
Net income attributable to noncontrolling interest 455   219   1,419   1,380  
Net income attributable to common stockholders $ 107,190   $ 108,440   $ 475,767   $ 453,509  
Earnings per common share:
Basic:
Income from continuing operations attributable to common stockholders, including real estate dispositions $ 0.36 $ 0.37 $ 1.61 $ 1.67
Discontinued operations (0.00 ) (0.00 ) 0.01   (0.12 )
Net income attributable to common stockholders $ 0.36   $ 0.37   $ 1.62   $ 1.55  
Diluted:
Income from continuing operations attributable to common stockholders, including real estate dispositions $ 0.36 $ 0.37 $ 1.59 $ 1.66
Discontinued operations (0.00 ) (0.00 ) 0.01   (0.12 )
Net income attributable to common stockholders $ 0.36   $ 0.37   $ 1.60   $ 1.54  
 
Weighted average shares used in computing earnings per common share:
Basic 294,810 293,674 294,175 292,654
Diluted 297,480 296,047 296,677 295,110
 
Dividends declared per common share $ 0.79 $ 0.725 $ 2.965 $ 2.735

 
QUARTERLY CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
         
2014 Quarters 2013 Fourth
Fourth Third Second First Quarter
 
Revenues:
Rental income:
Triple-net leased $ 245,599 $ 244,206 $ 242,726 $ 237,846 $ 232,873
Medical office buildings 116,907   116,598   114,890   115,223   114,635  
362,506 360,804 357,616 353,069 347,508
Resident fees and services 411,170 396,247 374,473 371,061 366,129
Medical office building and other services revenue 11,124 7,573 4,367 6,300 6,478
Income from loans and investments 15,734 14,043 14,625 10,767 12,924
Interest and other income 3,453   368   173   273   146  
Total revenues 803,987 779,035 751,254 741,470 733,185
 
Expenses:
Interest 99,031 98,469 91,501 87,841 90,274
Depreciation and amortization 241,275 201,224 190,818 193,594 198,042
Property-level operating expenses:
Senior living 273,563 265,274 249,424 248,295 250,123
Medical office buildings 38,715   41,147   39,335   39,345   37,938  
312,278 306,421 288,759 287,640 288,061
Medical office building services costs 7,527 4,568 1,626 3,371 3,358
General, administrative and professional fees 28,108 29,466 31,306 32,866 30,349
Loss (gain) on extinguishment of debt, net 485 2,414 2,924 (259 ) 2,110
Merger-related expenses and deal costs 7,943 16,749 9,599 10,760 4,497
Other 13,604   15,229   4,863   5,229   5,407  
Total expenses 710,251   674,540   621,396   621,042   622,098  
 
Income before (loss) income from unconsolidated entities, income taxes, discontinued operations, real estate dispositions and noncontrolling interest 93,736 104,495 129,858 120,428 111,087
(Loss) income from unconsolidated entities (688 ) (47 ) 348 248 (1,041 )
Income tax benefit (expense) 13,552   1,887   (3,274 ) (3,433 ) (1,272 )
Income from continuing operations 106,600 106,335 126,932 117,243 108,774
Discontinued operations (411 ) (259 ) (255 ) 3,031 (115 )
Gain on real estate dispositions 1,456   3,625   11,889   1,000   —  
Net income 107,645 109,701 138,566 121,274 108,659
Net income attributable to noncontrolling interest 455   569   168   227   219  
Net income attributable to common stockholders $ 107,190   $ 109,132   $ 138,398   $ 121,047   $ 108,440  
 
Earnings per common share:
Basic:
Income from continuing operations attributable to common stockholders, including real estate dispositions $ 0.36 $ 0.37 $ 0.47 $ 0.40 $ 0.37
Discontinued operations (0.00 ) (0.00 ) (0.00 ) 0.01   (0.00 )
Net income attributable to common stockholders $ 0.36   $ 0.37   $ 0.47   $ 0.41   $ 0.37  
Diluted:
Income from continuing operations attributable to common stockholders, including real estate dispositions $ 0.36 $ 0.37 $ 0.47 $ 0.40 $ 0.37
Discontinued operations (0.00 ) (0.00 ) (0.00 ) 0.01   (0.00 )
Net income attributable to common stockholders $ 0.36   $ 0.37   $ 0.47   $ 0.41   $ 0.37  
 
Weighted average shares used in computing earnings per common share:
Basic 294,810 294,030 293,988 293,875 293,674
Diluted 297,480 296,495 296,504 296,245 296,047

 
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31, 2014 and 2013
(In thousands)
  2014   2013
Cash flows from operating activities:
Net income $ 477,186 $ 454,889
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization (including amounts in discontinued operations) 828,467 769,881
Amortization of deferred revenue and lease intangibles, net (18,871 ) (15,793 )
Other non-cash amortization (312 ) (16,745 )
Stock-based compensation 20,994 20,653
Straight-lining of rental income, net (38,687 ) (30,540 )
Loss on extinguishment of debt, net 5,564 1,048
Gain on real estate dispositions (including amounts in discontinued operations) (19,183 ) (3,617 )
Gain on real estate loan investments (1,455 ) (5,056 )
Gain on sale of marketable securities — (856 )
Income tax benefit (9,431 ) (11,828 )
Loss from unconsolidated entities 139 1,748
Gain on re-measurement of equity interest upon acquisition, net — (1,241 )
Other 15,739 8,407
Changes in operating assets and liabilities:
Decrease (increase) in other assets 5,317 (690 )
Increase in accrued interest 7,958 6,806
(Decrease) increase in accounts payable and other liabilities (18,580 ) 17,689  
Net cash provided by operating activities 1,254,845 1,194,755
Cash flows from investing activities:
Net investment in real estate property (1,468,286 ) (1,437,002 )
Purchase of noncontrolling interest (9,115 ) (14,331 )
Investment in loans receivable and other (498,992 ) (37,963 )
Proceeds from real estate disposals 118,246 35,591
Proceeds from loans receivable 73,557 325,518
Purchase of marketable securities (96,689 ) —
Proceeds from sale or maturity of marketable securities 21,689 5,493
Funds held in escrow for future development expenditures 4,590 19,458
Development project expenditures (106,988 ) (95,741 )
Capital expenditures (87,454 ) (81,614 )
Other (5,598 ) (2,169 )
Net cash used in investing activities (2,055,040 ) (1,282,760 )
Cash flows from financing activities:
Net change in borrowings under credit facilities 540,203 (164,029 )
Proceeds from debt 2,007,707 2,767,546
Repayment of debt (1,151,395 ) (1,792,492 )
Payment of deferred financing costs (14,220 ) (31,277 )
Issuance of common stock, net 242,107 141,343
Cash distribution to common stockholders (875,614 ) (802,123 )
Cash distribution to redeemable OP unitholders (5,762 ) (5,040 )
Purchases of redeemable OP units (503 ) (659 )
Contributions from noncontrolling interest 491 2,395
Distributions to noncontrolling interest (9,559 ) (9,286 )
Other 24,602   8,618  
Net cash provided by financing activities 758,057   114,996  
Net (decrease) increase in cash and cash equivalents (42,138 ) 26,991
Effect of foreign currency translation on cash and cash equivalents 2,670 (83 )
Cash and cash equivalents at beginning of period 94,816   67,908  
Cash and cash equivalents at end of period $ 55,348   $ 94,816  
 
Supplemental schedule of non-cash activities:
Assets and liabilities assumed from acquisitions:
Real estate investments $ 370,741 $ 223,955
Other assets acquired 15,280 6,635
Debt assumed 241,076 183,848
Other liabilities 24,039 29,868
Deferred income tax liability 110,728 5,181
Noncontrolling interests — 11,693
Equity issued 10,178 —

 
QUARTERLY CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
         
2014 Quarters 2013 Fourth
Fourth Third Second First Quarter
Cash flows from operating activities:
Net income $ 107,645 $ 109,701 $ 138,566 $ 121,274 $ 108,659
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization (including amounts in discontinued operations) 241,291 201,236 192,064 193,876 200,556
Amortization of deferred revenue and lease intangibles, net (4,096 ) (4,896 ) (4,496 ) (5,383 ) (4,634 )
Other non-cash amortization 304 2,312 (963 ) (1,965 ) (3,369 )
Stock-based compensation 4,202 5,381 5,367 6,044 5,643
Straight-lining of rental income, net (9,043 ) (12,413 ) (9,317 ) (7,914 ) (9,375 )
Loss (gain) on extinguishment of debt, net 485 2,414 2,924 (259 ) 2,110
Gain on real estate dispositions (including amounts in discontinued operations) (1,457 ) (3,584 ) (11,705 ) (2,437 ) (1,376 )
Gain on real estate loan investments (1,206 ) (249 ) — — (1,458 )
Income tax (benefit) expense (13,851 ) (1,987 ) 2,974 3,433 1,272
Loss (income) from unconsolidated entities 688 47 (348 ) (248 ) 1,041
Other 2,140 7,105 3,418 3,076 2,274
Changes in operating assets and liabilities:
Decrease (increase) in other assets 8,623 (14,514 ) 4,967 6,241 27,442
(Decrease) increase in accrued interest (6,877 ) 12,461 (4,379 ) 6,753 (7,818 )
Increase (decrease) in accounts payable and other liabilities 6,025   21,256   (7,791 ) (38,070 ) 38,359  
Net cash provided by operating activities 334,873 324,270 311,281 284,421 359,326
Cash flows from investing activities:
Net investment in real estate property (284,250 ) (912,510 ) (89,660 ) (181,866 ) (78,236 )
Purchase of noncontrolling interest (5,527 ) — (3,588 ) — (6,436 )
Investment in loans receivable and other (432,556 ) (21,948 ) (43,296 ) (1,192 ) (3,246 )
Proceeds from real estate disposals 5,500 60,396 26,200 26,150 6,400
Proceeds from loans receivable 17,984 49,593 4,817 1,163 26,362
Purchase of marketable securities (50,000 ) — (21,689 ) (25,000 ) —
Proceeds from sale or maturity of marketable securities — 21,689 — — —
Funds held in escrow for future development expenditures 1,988 — — 2,602 4,269
Development project expenditures (35,613 ) (26,952 ) (20,475 ) (23,948 ) (21,034 )
Capital expenditures (31,219 ) (20,709 ) (19,392 ) (16,134 ) (30,980 )
Other (5,177 ) (296 ) —   (125 ) (1,758 )
Net cash used in investing activities (818,870 ) (850,737 ) (167,083 ) (218,350 ) (104,659 )
Cash flows from financing activities:
Net change in borrowings under credit facilities 693,887 46,267 (381,705 ) 181,754 (71,443 )
Proceeds from debt — 1,311,046 696,661 — 1,000,702
Repayment of debt (246,278 ) (632,391 ) (204,953 ) (67,773 ) (951,960 )
Payment of deferred financing costs 726 (8,100 ) (6,679 ) (167 ) (11,300 )
Issuance of common stock, net 242,107 — — — 35,341
Cash distribution to common stockholders (235,200 ) (213,462 ) (213,479 ) (213,473 ) (213,353 )
Cash distribution to redeemable OP unitholders (1,548 ) (1,452 ) (1,360 ) (1,402 ) (1,561 )
Purchases of redeemable OP units (503 ) — — — (342 )
Contributions from noncontrolling interest 491 — — — 301
Distributions to noncontrolling interest (2,799 ) (1,852 ) (2,671 ) (2,237 ) (1,672 )
Other 25,153   23   (2,215 ) 1,641   788  
Net cash provided by (used in) financing activities 476,036   500,079   (116,401 ) (101,657 ) (214,499 )
Net (decrease) increase in cash and cash equivalents (7,961 ) (26,388 ) 27,797 (35,586 ) 40,168
Effect of foreign currency translation on cash and cash equivalents (1,286 ) 4,348 (953 ) 561 (24 )
Cash and cash equivalents at beginning of period 64,595   86,635   59,791   94,816   54,672  
Cash and cash equivalents at end of period $ 55,348   $ 64,595   $ 86,635   $ 59,791   $ 94,816  
 
Supplemental schedule of non-cash activities:
Assets and liabilities assumed from acquisitions:
Real estate investments $ 16,746 $ 299,713 $ 51,330 $ 2,952 $ 2,508
Other assets acquired 11,597 2,049 1,634 — 109
Debt assumed 12,926 177,035 51,115 — —
Other liabilities 4,598 15,766 723 2,952 2,285
Deferred income tax liability 641 108,961 1,126 — 332
Equity issued 10,178 — — — —

                   
NON-GAAP FINANCIAL MEASURES RECONCILIATION

Funds From Operations (FFO) and Funds Available for Distribution (FAD)1

(Dollars in thousands, except per share amounts)
 
Tentative Estimates
Preliminary and Midpoint
YOY Subject to Change YOY
2013   2014   Growth   FY2015 - Guidance   Growth
Q4   FY   Q1   Q2   Q3   Q4   FY   '13-'14   Low   High   '14-'15E
Net income attributable to common stockholders $ 108,440 $ 453,509 $ 121,047 $ 138,398 $ 109,132 $ 107,190 $ 475,767

$

628,032

   $

635,452

Net income attributable to common stockholders per share$0.37$1.54$0.41$0.47$0.37$0.36$1.60$

1.87

$

1.90

Adjustments:
Depreciation and amortization on real estate assets 196,520 716,412 192,043 189,219 199,617 239,465 820,344

910,000

950,000

Depreciation on real estate assets related to noncontrolling interest (2,674 ) (10,512 ) (2,644 ) (2,661 ) (2,503 ) (2,506 ) (10,314 )

(8,450

)

(8,950

)
Depreciation on real estate assets related to unconsolidated entities 1,641 6,543 1,494 1,495 1,471 1,332 5,792 5,150 5,650
Gain on re-measurement of equity interest upon acquisition, net — (1,241 ) — — — — — — —
Gain on real estate dispositions — — (1,000 ) (11,889 ) (3,625 ) (1,456 ) (17,970 )

(9,100

)

(19,100

)
Discontinued operations:
(Gain) loss on real estate dispositions (1,376 ) (4,059 ) (1,438 ) (45 ) 41 (52 ) (1,494 ) (90 ) (190 )
Depreciation and amortization on real estate assets 2,514     47,806     281     1,247     12     15     1,555           20     20  
Subtotal: FFO add-backs 196,625 754,949 188,736 177,366 195,013 236,798 797,913

897,530

927,430

Subtotal: FFO add-backs per share   $0.66     $2.56     $0.64     $0.60     $0.66     $0.80     $2.69           $

2.68

     $

2.77

        

FFO (NAREIT)

$ 305,065 $ 1,208,458 $ 309,783 $ 315,764 $ 304,145 $ 343,988 $ 1,273,680 5 % $

1,525,562

$

1,562,882

21

%

FFO (NAREIT) per share

   $1.03     $4.09     $1.05     $1.07     $1.03     $1.16     $4.29    

5

%

   $

4.55

     $

4.66

    

7

%
 
Adjustments:
Change in fair value of financial instruments 424 449 (68 ) 109 4,595 485 5,121 500 (500 )
Non-cash income tax expense (benefit) 1,272 (11,828 ) 3,433 2,974 (1,987 ) (13,851 ) (9,431 )

(22,000

)

(28,000

)
Loss (gain) on extinguishment of debt, net 2,110 1,048 (810 ) 2,924 2,414 485 5,013 1,000 2,000
Merger-related expenses, deal costs and re-audit costs 4,497 21,560 10,761 9,602 23,401 10,625 54,389 45,000 40,000
Amortization of other intangibles 255     1,022     256     255     255     480     1,246          

2,150

    

2,650

  
Subtotal: normalized FFO add-backs 8,558 12,251 13,572 15,864 28,678 (1,776 ) 56,338

26,650

16,150

Subtotal: normalized FFO add-backs per share   $0.03     $0.04     $0.05     $0.05     $0.10     $(0.01)   $0.19           $

0.08

     $

0.05

        
Normalized FFO $ 313,623 $ 1,220,709 $ 323,355 $ 331,628 $ 332,823 $ 342,212 $ 1,330,018 9 % $

1,552,212

$ 1,579,032 18 %
Normalized FFO per share   $1.06     $4.14     $1.09     $1.12     $1.12     $1.15     $4.48    

8

%

   $4.63     $4.71     4%
 
Non-cash items included in normalized FFO:
Amortization of deferred revenue and lease intangibles, net (4,634 ) (15,793 ) (5,383 ) (4,496 ) (4,896 ) (4,096 ) (18,871 ) (24,900 ) (29,900 )
Other non-cash amortization, including fair market value of debt (3,369 ) (16,745 ) (1,965 ) (963 ) 2,312 304 (312 ) 3,300 5,300
Stock-based compensation 5,643 20,653 6,044 5,367 5,381 4,202 20,994

20,000

24,000

Straight-lining of rental income, net (9,375 )   (30,540 )   (7,914 )   (9,317 )   (12,413 )   (9,043 )   (38,687 )         (33,800 )   (35,800 )
Subtotal: non-cash items included in normalized FFO (11,735 ) (42,425 ) (9,218 ) (9,409 ) (9,616 ) (8,633 ) (36,876 )

(35,400

)

(36,400

)
Capital expenditures   (32,410 )   (87,654 )   (17,134 )   (21,445 )   (21,822 )   (32,527 )   (92,928 )         (110,000 )   (120,000 )      
Normalized FAD $ 269,478 $ 1,090,630 $ 297,003 $ 300,774 $ 301,385 $ 301,052 $ 1,200,214 10 % $

1,406,812

$

1,422,632

18 %

Normalized FAD per share

   $0.91     $3.70     $1.00     $1.01     $1.02     $1.01     $4.05    

9

%

   $4.20     $4.24     4%
Merger-related expenses, deal costs and re-audit costs   (4,497 )   (21,560 )   (10,761 )   (9,602 )   (23,401 )   (10,625 )   (54,389 )         (45,000 )   (40,000 )      
FAD $ 264,981 $ 1,069,070 $ 286,242 $ 291,172 $ 277,984 $ 290,427 $ 1,145,825 7 % $

1,361,812

$

1,382,632

20 %
FAD per share   $0.90     $3.62     $0.97     $0.98     $0.94     $0.98     $3.86    

7

%

   $4.06     $4.12     6%
 
Weighted average diluted shares 296,047 295,110 296,245 296,504 296,495 297,480 296,677 335,251     335,251  
 
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 and FAD to be appropriate 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 unanticipated items and other 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 (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) 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 and derivative transactions that have non-cash mark-to-market impacts on the Company’s income statement; (d) except as specifically stated in the case of guidance, the impact of future acquisitions, divestitures (including pursuant to tenant options to purchase) and capital transactions; (e) the financial impact of contingent consideration, severance-related costs, charitable donations made to the Ventas Charitable Foundation, gains and losses for non-operational foreign currency hedge agreements and changes in the fair value of financial instruments; and (f) expenses related to the re-audit and re-review in 2014 of the Company’s historical financial statements and related matters. FAD represents normalized FFO excluding non-cash components, straight-line rental adjustments and capital expenditures, including tenant allowances and leasing commissions.

FFO, normalized FFO and FAD presented herein may not be comparable to similar measures presented by other real estate companies due to the fact that not all real estate companies use the same definitions. FFO, normalized FFO and FAD 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 they 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, normalized FFO and FAD 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, depreciation and merger-related expenses and deal costs of the Company’s investments and other capital transactions that were completed during the three months ended December 31, 2014, 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, income or loss from noncontrolling interest and unconsolidated entities, merger-related expenses and deal costs, expenses related to the re-audit and re-review of the Company’s historical financial statements, 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   $ 107,190
Pro forma adjustments for current period investments, capital transactions and dispositions 6,802  
Pro forma net income for the three months ended December 31, 2014 113,992
Add back:
Pro forma interest 100,675
Pro forma depreciation and amortization 242,035
Stock-based compensation 4,202
Gain on real estate dispositions (1,457 )
Loss on extinguishment of debt, net 485
Loss from unconsolidated entities 688
Noncontrolling interest 455
Income tax benefit (13,552 )
Change in fair value of financial instruments 485
Other taxes 1,187
Pro forma merger-related expenses, deal costs and re-audit costs 10,016  
Adjusted Pro Forma EBITDA 459,211  
Adjusted Pro Forma EBITDA annualized $ 1,836,844  
 
 
As of December 31, 2014:
Debt $ 10,888,092
Cash, adjusted for cash escrows pertaining to debt and debt related to assets held for sale (35,008 )
Net debt $ 10,853,084  
 
Net debt to Adjusted Pro Forma EBITDA 5.9   x

 
NON-GAAP FINANCIAL MEASURES RECONCILIATION 1, 2
NOI by Segment
(In thousands)
         
2014 Quarters 2013 Fourth
Fourth Third Second First Quarter
Revenues
 
Triple-Net
Triple-Net Rental Income $ 245,599 $ 244,206 $ 242,726 $ 237,846 $ 232,873
 
Medical Office Buildings
Medical Office - Stabilized 104,171 103,780 101,795 101,259 100,492
Medical Office - Lease up 6,675 6,767 6,839 7,324 7,529
Medical Office - Other 6,061   6,051   6,256   6,640   6,614
Total Medical Office Buildings - Rental Income 116,907   116,598   114,890   115,223   114,635
Total Rental Income 362,506 360,804 357,616 353,069 347,508
 
Medical Office Building Services Revenue 9,218   5,937   2,722   4,652   4,851
Total Medical Office Buildings - Revenue 126,125 122,535 117,612 119,875 119,486
 
Triple-Net Services Revenue 1,136 1,136 1,145 1,148 1,127
Non-Segment Services Revenue 770   500   500   500   500
Total Medical Office Building and Other Services Revenue 11,124 7,573 4,367 6,300 6,478
 
Seniors Housing Operating
Seniors Housing - Stabilized 398,855 385,511 363,618 361,404 360,064
Seniors Housing - Lease up 12,083 10,109 10,227 9,018 5,422
Seniors Housing - Other 232   627   628   639   643
Total Resident Fees and Services 411,170 396,247 374,473 371,061 366,129
 
Non-Segment Income from Loans and Investments 15,734   14,043   14,625   10,767   12,924
Total Revenues, excluding Interest and Other Income 800,534 778,667 751,081 741,197 733,039
 
Property-Level Operating Expenses
 
Medical Office Buildings
Medical Office - Stabilized 33,331 34,807 33,641 33,545 32,296
Medical Office - Lease up 2,509 2,738 2,733 2,783 2,620
Medical Office - Other 2,875   3,602   2,961   3,017   3,022
Total Medical Office Buildings 38,715 41,147 39,335 39,345 37,938
 
Seniors Housing Operating
Seniors Housing - Stabilized 262,915 256,702 241,380 241,298 245,404
Seniors Housing - Lease up 10,421 7,972 7,473 6,420 4,145
Seniors Housing - Other 227   600   571   577   574
Total Seniors Housing 273,563   265,274   249,424   248,295   250,123
Total Property-Level Operating Expenses 312,278 306,421 288,759 287,640 288,061
 
Medical Office Building Services Costs 7,527 4,568 1,626 3,371 3,358
 
Net Operating Income
 
Triple-Net
Triple-Net Properties 245,599 244,206 242,726 237,846 232,873
Triple-Net Services Revenue 1,136   1,136   1,145   1,148   1,127
Total Triple-Net 246,735 245,342 243,871 238,994 234,000
 
Medical Office Buildings
Medical Office - Stabilized 70,840 68,973 68,154 67,714 68,196
Medical Office - Lease up 4,166 4,029 4,106 4,541 4,909
Medical Office - Other 3,186 2,449 3,295 3,623 3,592
Medical Office Buildings Services 1,691   1,369   1,096   1,281   1,493
Total Medical Office Buildings 79,883 76,820 76,651 77,159 78,190
 
Seniors Housing Operating
Seniors Housing - Stabilized 135,940 128,809 122,238 120,106 114,660
Seniors Housing - Lease up 1,662 2,137 2,754 2,598 1,277
Seniors Housing - Other 5   27   57   62   69
Total Seniors Housing 137,607 130,973 125,049 122,766 116,006
Non-Segment 16,504   14,543   15,125   11,267   13,424
Net Operating Income $ 480,729   $ 467,678   $ 460,696   $ 450,186   $ 441,620
 
1 Amounts above are adjusted to exclude discontinued operations for all periods presented.
2 Amounts above are not restated for changes between categories from quarter to quarter.

 
NON-GAAP FINANCIAL MEASURES RECONCILIATION
(Dollars in thousands)
 
Total Portfolio Same-Store Constant Currency Cash NOI
 
For the Year Ended
December 31,
2014   2013
 
Net Operating Income $ 1,859,289 $ 1,691,458
 
Less:
NOI Not Included in Same-Store 179,182 77,508
Straight-Lining of Rental Income 38,670 30,554
Non-Cash Rental Income 15,821 13,089
Non-Segment NOI 57,439 59,471
Foreign Currency Adjustment —   1,794  
291,112   182,416  
 
Same-Store Constant Currency Cash NOI as Reported $ 1,568,177   $ 1,509,042  
 
Percentage Increase 3.9 %
 
NON-GAAP FINANCIAL MEASURES RECONCILIATION
(Dollars in thousands)
 
Senior Housing Operating Portfolio Same-Store Constant Currency NOI
 
For the Year Ended
December 31,
2014   2013
 
Net Operating Income $ 516,395 $ 449,321
 
Less:
NOI Not Included in Same-Store 69,483 19,870
Foreign Currency Adjustment —   1,794  
69,483   21,664  
 
Same-Store Constant Currency NOI as Reported $ 446,912   $ 427,657  
 
Percentage Increase 4.5 %

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