Ventas : Reports 2017 Second Quarter Results

Ventas, Inc. (NYSE: VTR) today announced its results for the second quarter ended June 30, 2017:

• Income from continuing operations per diluted common share for the second quarter 2017 grew five percent to $0.42 compared to the same period in 2016. The increase from the second quarter 2016 was principally due to improved property performance and accretive investments, partially offset by lower non-cash income tax benefits in the current period.
• Normalized Funds From Operations (“FFO”) per diluted common share for the second quarter 2017 grew two percent to $1.06 compared to the same period in 2016. The increase from the second quarter 2016 was principally due to improved property performance and accretive investments.
• Reported FFO per diluted common share, as defined by the National Association of Real Estate Investment Trusts (“NAREIT FFO”), totaled $1.04. Second quarter 2017 NAREIT FFO per diluted common share resulted from the same items as described for income from continuing operations per diluted common share, excluding the per share impact of depreciation and amortization.

Strong Quarter and Continued Execution of Strategic Priorities

“We continued our strong performance in the second quarter, as we grew earnings, executed on our strategic priorities and reaffirmed our outlook for the full year,” said Debra A. Cafaro, Ventas Chairman and Chief Executive Officer. “Our properties performed well and we generated increased cash flow. We are actively expanding our university-based life science business, sponsoring attractive development and redevelopment projects and growing with our customers. Our best-in-class diversified portfolio, leading platforms and cohesive team position us well to deliver continued excellence.”

Portfolio Performance

• The Company’s second quarter 2017 same-store total portfolio (1,114 assets) cash NOI grew 1.5 percent compared to the same period in 2016. Same-store cash NOI growth by segment follows:
  • The triple net leased portfolio increased 2.0 percent, driven by in-place lease escalations. NOI results in the same period of 2016 benefited from the receipt of an approximately $3 million cash fee. Excluding the fee, triple net same-store cash NOI grew 3.5 percent in the current quarter;
  • The seniors housing operating portfolio (“SHOP”) grew 0.4 percent, supported by continued growth in high-barrier markets largely offset by the impact of new deliveries in select markets; and
  • The medical office building (“MOB”) portfolio rose 2.2 percent, driven by gains in occupancy and rate growth.

Second Quarter 2017 and Recent Highlights

• Ventas funded investments of approximately $110 million, including: $53 million of acquisitions with existing partners in its seniors housing portfolio; and $57 million of funding for the Company’s share of development and redevelopment projects during the quarter for projects currently underway.
• To fund investments, Ventas issued and sold a total of 1.1 million shares of common stock for net proceeds of $74 million under its “at the market” equity offering program. In addition, the Company sold properties and received final repayments on loans receivable for proceeds of $45 million.
• Ventas committed to new development and redevelopment projects with total costs of $188 million including seniors housing projects in top Metropolitan Statistical Areas with Atria Senior Living and Sunrise Senior Living. Certain of these investments will be partially financed with third party debt and/or included in an unconsolidated joint venture the Company has with a state retirement fund.
• Ventas extended its debt maturities by issuing Cdn$275 million of 2.55 percent senior notes due 2023 in a private offering.
• The Company’s credit profile and financial health were robust in the second quarter, including:
  • 5 percent growth in net cash provided by operating activities in the second quarter 2017 compared to the second quarter 2016;
  • Net Debt to Adjusted Pro Forma EBITDA ratio of 5.8x at quarter end, a sequential improvement of 0.1x; 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.
• Currently, the Company has excellent liquidity with $2.6 billion of available borrowing capacity and $95 million of cash on hand.

Other Updates

• The Company continues to expect that it will sell 36 skilled nursing facilities (“SNFs”) that are currently operated by Kindred Healthcare, Inc. (NYSE: KND) (“Kindred”) to facilitate Kindred’s previously announced exit from its SNF business (the “SNF Sale”). Expected gross proceeds to Ventas are $700 million, representing a seven percent yield on current cash rent of $50 million and an eight percent GAAP yield. Pro forma for the transaction, Ventas’s percentage of NOI received from SNFs will be only one percent of its aggregate NOI. Ventas expects to use proceeds from the sale to repay debt, further strengthening Ventas’s excellent financial condition and liquidity.
• Debra A. Cafaro, the Company’s Chairman and Chief Executive Officer, was named Chair Elect of the Real Estate Roundtable, an organization comprised of the nation’s leaders in the real estate industry that addresses key national policy issues relating to real estate and the overall economy. Her term commences on July 1, 2018. Ms. Cafaro was also named by Modern Healthcare magazine as one of the “Top 25 Women in Healthcare,” the third time she has received this recognition for her thought leadership in the industry.
• Ventas was identified as a “Winning Company” in the 2020 Women on Boards Gender Diversity Index, which recognizes Fortune 1000 Companies that have 20 percent or greater women serving on their boards of directors. The Ventas Board composition is currently 30 percent female.

Reaffirmed 2017 Guidance

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 SNF Sale is expected to occur in phases, beginning in the third quarter 2017 and completed by year end 2017. The timing and volume of closings will have a significant impact on second half results because larger, earlier dispositions coupled with the anticipated repayment of LIBOR-based debt will reduce the above FFO-based metrics by approximately $0.01 per share per month. Upon completion of the SNF Sale, Ventas is expected to record a gain exceeding $600 million, which will increase the Company’s net income per diluted common share.

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.

No further undisclosed material acquisitions or dispositions, loan repayments or capital activity are included in guidance. The Company continues to expect 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.

The 2017 outlook assumes approximately 359 million weighted average fully-diluted shares, with no further equity issuance contemplated 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.

Second 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 51398122, 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, health systems 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. References to “Ventas” or the “Company” mean Ventas, Inc. and its consolidated subsidiaries unless otherwise expressly noted. 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.

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 National Association of Real Estate Investment Trusts (“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 gains or losses 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, which include 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 comparable 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.