Ventas Reports 2021 Fourth Quarter and Full Year Results
Ventas reported its fourth quarter and full year results for 2021, showing an Attributable Net Loss per share of ($0.10) and Nareit FFO per share of $0.63. The company invested $3.7 billion in new assets and projected a 10% revenue growth in its Senior Housing Operating Portfolio (SHOP) for Q1 2022. Despite challenges like elevated labor costs impacting NOI, Ventas experienced a recovery in occupancy rates and revenue growth. Market conditions are improving, indicating a positive outlook for 2022, bolstered by strong demand for senior housing and investments in life sciences.
- Projected 10% revenue growth in SHOP for Q1 2022, reflecting strong demand.
- Completed $3.7 billion in strategic investments, enhancing portfolio quality.
- Same-store average occupancy increased 200 basis points to 83.4% in Q4 2021.
- Medical Office Building NOI grew 3.4% year-over-year.
- Attributable Net Income decreased 89% year-over-year to $0.13.
- Same-store NOI declined 3.6% in Q4 2021 due to elevated labor costs.
“We are proud of our company and team in 2021. With a relentless focus on execution, we drove the business forward amid continuing waves of COVID-19 and generated fourth quarter results ahead of our expectations. During the year we positioned Ventas to capture the upside in the multi-year senior housing recovery, delivered strong organic growth in our Office and healthcare triple-net businesses and enhanced the Company’s portfolio and financial strength. We also extended our long track record of value-creating external growth with
“As we look into 2022, the senior housing recovery is underway, with accelerating demand, strong rate increases and rapidly improving clinical conditions in our communities. In the first quarter of 2022, we are projecting ten percent revenue growth in our SHOP business supported by record high leads. Further supported by favorable market supply demand fundamentals, we expect sustained improvement in SHOP NOI through 2022.
“Sustained strength in our attractive Medical Office and growing Life Science, Research & Innovation businesses, investment accretion and receipt of HHS Grants also contribute to our positive outlook in the first quarter.
“We remain committed to enhancing value for our shareholders and other stakeholders in 2022 and beyond by capitalizing on organic growth from our high-quality diversified portfolio, robust external growth and our outstanding ESG profile,” Cafaro concluded.
Fourth Quarter 2021 Financial Results:
-
Net Income (Loss) Attributable to Common Stockholders (“Attributable Net Income (Loss)”) per share of (
)$0.10 -
Nareit Funds from Operations (“FFO”)* per share of
$0.63 -
Normalized FFO* per share of
$0.73 -
The above earnings measures include
($6 million per share) benefit of HHS Grants (defined below), the majority of which were attributable to the Company’s unconsolidated joint venture investments and the balance to the Company’s SHOP portfolio.$0.01 5
*This is a non-GAAP financial measure. Refer to the Non-GAAP Financial Measures Reconciliation tables at the end of this press release and our fourth quarter 2021 supplemental for additional information and a reconciliation to the most directly comparable GAAP measure.
2021 Company Highlights and Recent Developments:
Senior Housing Highlights and Recent Actions:
Fourth Quarter 2021 SHOP Performance Highlights:
- Total SHOP portfolio NOI achieved the high end of our expectations in the fourth quarter 2021.
-
Same-store average occupancy grew by 200 basis points to
83.4% in the fourth quarter 2021 versus fourth quarter 2020. -
Rate and revenue grew for the first time since the start of the pandemic. Same-store revenue increased
3.3% in the fourth quarter 2021 versus the fourth quarter 2020 on higher occupancy and stronger pricing. -
Same-store net operating income (“NOI”)* declined
3.6% (excluding HHS Grants) in the fourth quarter 2021 versus the fourth quarter 2020 driven by elevated labor costs resulting from the pandemic. - Same-store NOI in the fourth quarter versus the third quarter 2021 was stable, incorporating anticipated elevated labor expenses.
Recent Actions:
The Company has taken a series of actions in its senior housing portfolio with the objective of capturing meaningful upside in the expected cyclical industry recovery. Continuing its strategy of the “right asset, in the right market, with the right operator,” the Company has acted upon nearly two-thirds of its senior housing portfolio via acquisition, disposition, development, lease resolution or operator transition since 2020. Specific actions in 2021 include the following:
-
Acquired nearly
of higher margin, independent living communities with favorable market characteristics, relatively low labor requirements and a three-year average length of stay.$2.6 billion -
Expanded the Company’s high performing Canadian portfolio through an acquisition of five independent living and one assisted living communities and leased up three recently opened communities in our Class A Le
Groupe Maurice portfolio to92% occupancy. -
Enhanced portfolio quality via disposition of 29 non-core senior housing properties resulting in approximately
gross proceeds to Ventas at an approximate$400 million 2.5% cash yield. - Added six new senior housing operating partner relationships, increasing Ventas’s distinct operator relationships to 37.
- Transitioned 90 senior living communities to seven new experienced operators that will provide strong local market focus and oversight for the communities and take advantage of the expected industry recovery.
- Leveraged deep senior housing operating experience to enhance our performance, management and insights platform enabling the Company to add further value to its operating partners, and leading to greater foresight into industry trends, including recent labor trends witnessed in the industry.
- Drove largest effective rate increases in recent history while at the same time reducing the financial move-out rate – a testament to the quality of our operators and our precision approach to pricing strategy.
*This is a non-GAAP financial measure. Refer to the Non-GAAP Financial Measures Reconciliation tables at the end of this press release and our fourth quarter 2021 supplemental for additional information and a reconciliation to the most directly comparable GAAP measure.
Office Highlights and Recent Actions:
Fourth Quarter 2021 Office Performance Highlights:
-
Medical Office Building (“MOB”) fourth quarter same-store cash NOI* grew3.4% year-over-year, the second consecutive quarterly same-store growth rate exceeding3% . -
MOB same-store occupancy increased sequentially in the fourth quarter for the fifth consecutive quarter, with tenant retention of
92% and new leasing up54% in the fourth quarter 2021 compared to the prior year. -
Life Science, Research & Innovation (“R&I”) fourth quarter 2021 occupancy ended at
94% due to continued strong demand for life science space. -
The previously announced
Life Science, R&I development pipeline, comprising 1.4 million square feet across five buildings affiliated with$1 billion University of Pennsylvania ,Drexel University ,University of Pittsburgh andArizona State University , which have been recently completed or are currently under construction, are85% leased or committed.
Recent Actions:
Strong performance in the Office business, which now represents a third of Ventas’s portfolio, has been driven by operational initiatives generating organic growth combined with new investments that enhance the Life Science, R&I and MOB portfolios.
- Since 2020, Ventas has created a centralized leasing center of excellence, built a technical engineering team, expanded our tenant satisfaction programs and established a digital marketing program focused on local market awareness and virtual touring of vacant suites.
-
For the second year in a row, Ventas ranked in the top quartile of its peers for tenant satisfaction as measured by
Kingsley Associates . Rankings for 2021 increased for each major key performance indicator compared to 2020, including renewal intentions in the top decile when compared to Ventas peers. -
Enhanced portfolio quality via disposition of over 30 non-core MOBs resulting in approximately
gross proceeds to Ventas at an approximate$440 million 5% cash yield. These transactions increased occupancy by approximately 250 basis points and Ventas’s on-campus share of MOBs by approximately 325 basis points. -
The Company acquired or announced over
of Office investments in 2021 focused on high quality Medical Office and Life Science, R&I. The Company also funded and progressed the ground-up Life Science, R&I developments that were already underway.$1 billion -
Ventas delivered the Assembly, anchored by the world-renowned
University of Pittsburgh in collaboration withUniversity of Pittsburgh Medical Center researchers under a long-term lease. The Assembly, which is over90% leased or committed, is a meticulously rendered life science and innovation center focused on cutting-edge immunotherapy and transplantation research. The iconic campus, containing 350,000 square feet, is expected to achieve an8% GAAP yield upon stabilization with total project costs of .$278 million
*This is a non-GAAP financial measure. Refer to the Non-GAAP Financial Measures Reconciliation tables at the end of this press release and our fourth quarter 2021 supplemental for additional information and a reconciliation to the most directly comparable GAAP measure.
External Growth and New Investments:
In 2021, Ventas completed or announced
In
-
Ventas closed on the previously announced acquisition of 18 MOBs comprising 732,000 square feet from
Ardent Health Services for . The portfolio is located in Ardent’s existing markets, is over$204 million 90% on campus and100% leased to Ardent with an expected GAAP yield of5.8% . -
Ventas completed the acquisition of
Mangrove Bay , a Class A senior housing community in the highly sought-afterJupiter, Florida market for at an attractive in-place yield of$107 million 5.6% . Favorable local market dynamics, including attractive demographics and limited existing or new competition, underpin Mangrove Bay’s strong occupancy and financial performance.
Ensured Financial Strength and Flexibility:
In 2021, the Company enhanced its portfolio and strengthened its balance sheet through
-
year-end liquidity$2.5 billion -
36% year-end Total Indebtedness to Gross Asset Value -
Average cost of debt of
3.4% with a total weighted average maturity of over 6 years -
Of the total debt outstanding,
91% is at fixed interest rates, an increase of 4 percentage points versus prior year - 7.2x Fourth Quarter 2021 Net Debt to Adjusted Pro Forma EBITDA
Corporate Governance, Sustainability and Other Initiatives:
-
Refreshed the Ventas Board of Directors with the appointment of
Maurice Smith , President and Chief Executive Officer ofHealth Care Service Corporation , onFebruary 1, 2021 . The Ventas Board currently comprises 11 directors, 10 of whom are independent. -
Continued recognition as an Environmental, Social and Governance (“ESG”) industry leader, receiving Nareit’s Leader in the Light Award for the sixth time, recognized in the Bloomberg Gender Equality Index for the third consecutive year, achieving the GRESB Real Estate Sector Leader, and inclusion in the
S&P DJSI World andNorth America indices. -
Accelerated growth in
Ventas Investment Management (“VIM”), Ventas’s institutional third-party capital business, in 2021. VIM provides a growth platform for Ventas and leverages its brand, industry knowledge, infrastructure and team. VIM currently has over in Assets Under Management, including unfunded commitments, development projects underway and gross asset value.$4.5 billion The Ventas Life Science & Healthcare Real Estate Fund , a perpetual life vehicle, obtained over in new capital commitments from third party institutional investors during the year.$730 million
Full Year and Fourth Quarter 2021 Enterprise Results
(per share)
|
Year Ended |
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|
2021 |
2020 |
$ Change |
% Change |
Attributable Net Income (Loss) |
|
|
( |
( |
Nareit FFO* |
|
|
( |
( |
Normalized FFO* |
|
|
( |
( |
|
|
|
|
|
|
Quarter Ended |
|||
|
2021 |
2020 |
$ Change |
% Change |
Attributable Net Income (Loss) |
( |
|
( |
( |
Nareit FFO* |
|
|
( |
( |
Normalized FFO* |
|
|
( |
( |
|
|
|
|
|
*This is a non-GAAP financial measure. Refer to the Non-GAAP Financial Measures Reconciliation tables at the end of this press release and our fourth quarter 2021 supplemental for additional information and a reconciliation to the most directly comparable GAAP measure.
Fourth Quarter 2021 Property Results
|
|
|
4Q21 (Quarterly Pools)
|
|
|
Assets |
% Change |
SHOP1 |
|
311 |
( |
Triple-Net |
|
330 |
|
Office |
|
332 |
|
|
|
973 |
( |
|
|
|
4Q21 (Sequential Pools)
|
|
|
Assets |
% Change |
SHOP1 |
|
322 |
|
Triple-Net |
|
331 |
|
Office |
|
333 |
( |
|
|
986 |
|
* This is a non-GAAP financial measure. Refer to the Non-GAAP Financial Measures Reconciliation tables at the end of this press release and our fourth quarter 2021 supplemental for additional information and a reconciliation to the most directly comparable GAAP measure.
1. Excluding the effect of the HHS Grants in all periods, Senior Housing Operating Portfolio (“SHOP”) year over year same store cash NOI growth was (
First Quarter 2022 Guidance
The Company currently expects to report first quarter 2022 Net Income (Loss) Attributable to Common Stockholders, Nareit FFO and Normalized FFO per share and same-store Cash NOI growth within the following ranges, which include
|
|
1Q22 Guidance |
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Per Share |
||
|
|
Low |
|
High |
|
|
|
|
|
Net Income (Loss) Attributable to Common Stockholders |
|
|
- |
|
Nareit FFO* |
|
|
- |
|
Normalized FFO* |
|
|
- |
|
|
|
1Q22 Guidance: Same-Store Cash NOI Growth |
||||||
|
|
(vs. 1Q21, Quarterly Pools) |
||||||
|
|
Percentage Change |
Dollars ($, in millions) |
|||||
|
|
Low |
|
High |
Low – 1Q22 |
|
High – 1Q22 |
1Q21 |
SHOP1 |
|
|
- |
|
|
|
|
|
NNN |
|
( |
- |
|
|
|
|
|
Office |
|
|
- |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
* This is a non-GAAP financial measure. Refer to the Non-GAAP Financial Measures Reconciliation tables at the end of this press release and our fourth quarter 2021 supplemental for additional information and a reconciliation to the most directly comparable GAAP measure.
1 Excluding the effect of the HHS Grants in all periods, the projected growth rate is expected to range from 6
Key assumptions underlying the first quarter 2022 guidance include:
-
SHOP NOI Expectations: At the midpoint of the guidance, Ventas expects first quarter 2022 year-over-year same-store SHOP revenue to increase approximately
10% versus first quarter 2021. SHOP NOI is expected to grow in the range of6% to15% in the first quarter 2022, excluding net HHS Grants in all periods, with the range principally a function of operating expense assumptions.- Clinical Trends: Consistent with broader US trends, COVID-19 resident and staff confirmed cases increased sharply in January and into early February in Ventas’s SHOP communities but have recently declined dramatically.
-
Leading Indicators: Demand for senior housing continues to be robust. Leads have consistently trended at over
100% of pre-pandemic levels for nine consecutive months includingJanuary 2022 , when leads reached their highest number since the onset of the pandemic. - Occupancy: Average occupancy for the first quarter 2022 in the same-store year-over-year SHOP business of 321 assets is expected to increase approximately 410 basis points at the midpoint of the Company’s expectations versus first quarter 2021. SHOP average occupancy for the first quarter 2022 in the same-store sequential SHOP business of 436 assets, is expected to decline by 20 basis points at the midpoint of the Company’s expectations, versus the fourth quarter 2021, outperforming normal seasonal trends and tempered by COVID-19 related impacts.
-
Revenue for the same-store SHOP business is expected to grow
10% at the midpoint of the Company’s expectations in the first quarter 2022 as compared to the first quarter 2021 principally through strong in-place rate increases implemented in the first quarter 2022 and improving re-leasing spreads. - Operating Expenses: A tight labor market, and increased staff absences due to COVID-19 protocols, have driven elevated labor and agency costs in the first quarter 2022 to date. At the guidance midpoint, Ventas expects operating costs to remain elevated through the first quarter even as COVID-19 clinical conditions moderate.
-
In the first quarter 2022, to date, the Company has received approximately
of HHS Grants, net of fees to SHOP operators. The Company’s guidance assumes that no additional HHS Grants are received during the quarter.$33 million
-
The Office business year-over-year same-store cash NOI is expected to increase approximately
4.5% at the midpoint of the Company’s expectations versus first quarter 2021 due to occupancy growth in MOB and strong expense controls. - The guidance does not assume any new or unannounced material acquisitions or capital markets activities.
- The guidance assumes a fully diluted share count of 403 million shares.
- The guidance assumes no material changes in the impact of COVID-19 on the Company’s business. The trajectory and future impact of the COVID-19 pandemic, including the impact of any variant, on various aspects of our business, remain highly uncertain and may change rapidly. The extent of the pandemic’s continuing and ultimate effect on our operational and financial performance will depend on a variety of factors, including the speed at which clinical conditions improve, regulatory restrictions are loosened, and behavioral changes occur. Our guidance assumes continued improvement in these factors.
Investor Presentation
A presentation outlining the Company’s fourth quarter results and business update is posted to the Events & Presentations section of Ventas’s website at ir.ventasreit.com/events-and-presentations. Additional information regarding the Company can be found in its fourth quarter 2021 supplemental posted at ir.ventasreit.com. The information contained on, or that may be accessed through, our website is not incorporated by any reference into, and is not part of, this document.
Fourth Quarter and Full Year 2021 Results Conference Call and Investor Presentation
Ventas will hold a conference call to discuss this earnings release on
The dial-in number for the conference call is (888) 330-3576 (or +1 (646) 960-0672 for international callers), and the participant passcode is 7655497. A live webcast can be accessed from the Investor Relations section of www.ventasreit.com.
A telephonic replay will be available at (800) 770-2030 (or +1 (647) 362-9199 for international callers), passcode 7655497, after the earnings call and will remain available for 30 days. The webcast replay will be posted in the Investor Relations section of www.ventasreit.com.
About Ventas
Non-GAAP Financial Measures
This press release includes certain financial performance measures not defined by generally accepted accounting principles in the Unites States (“GAAP”). Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures are included in this press release. We believe such measures provide investors with additional information concerning our operating performance and a basis to compare our performance with the performance of other REITs. Our definitions and calculations of these non-GAAP measures may not be the same as similar measures reported by other REITs.
These non-GAAP financial measures should not be considered as alternatives to net income attributable to common stockholders (determined in accordance with GAAP) as indicators of our financial performance or as alternatives to cash flow from operating activities (determined in accordance with GAAP) as measures of our liquidity, nor are these measures necessarily indicative of sufficient cash flow to fund all of our needs.
Cautionary Statements
Certain of the information contained herein, including intra-quarter operating information and number of confirmed cases of COVID-19, has been provided by our operators and we have not verified this information through an independent investigation or otherwise. We have no reason to believe that this information is inaccurate in any material respect, but we cannot assure you of its accuracy.
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. These forward-looking statements include, among others, statements of expectations, beliefs, future plans and strategies, anticipated results from operations and developments and other matters that are not historical facts. Forward-looking statements include, among other things, statements regarding our and our officers’ intent, belief or expectation as identified by the use of words such as “may,” “will,” “project,” “expect,” “believe,” “intend,” “anticipate,” “seek,” “target,” “forecast,” “plan,” “potential,” “estimate,” “could,” “would,” “should” and other comparable and derivative terms or the negatives thereof.
Forward-looking statements are based on management’s beliefs as well as on a number of assumptions concerning future events. You should not put undue reliance on these forward-looking statements, which are not a guarantee of performance and are subject to a number of uncertainties and other factors that could cause actual events or results to differ materially from those expressed or implied by the forward-looking statements. We do not undertake a duty to update these forward-looking statements, which speak only as of the date on which they are made. You are urged to carefully review the disclosures we make concerning risks and uncertainties that may affect our business and future financial performance in our filings with the
Certain factors that could affect our future results and our ability to achieve our stated goals include, but are not limited to: (a) the impact of the ongoing COVID-19 pandemic and its extended consequences, including of the Delta, Omicron or any other variant, on our revenue, level of profitability, liquidity and overall risk exposure and the implementation and impact of regulations related to the CARES Act and other stimulus legislation and any future COVID-19 relief measures; (b) our ability to achieve the anticipated benefits and synergies from the acquisition of, and the risk of greater than expected costs or other difficulties related to the integration of,
CONSOLIDATED BALANCE SHEETS |
|||||||||||||||||||
(In thousands, except per share amounts; dollars in USD) |
|||||||||||||||||||
(unaudited) |
|||||||||||||||||||
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|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
2021 |
|
2021 |
|
2021 |
|
2021 |
|
2020 |
||||||||||
Assets |
|
|
|
|
|
|
|
|
|
||||||||||
Real estate investments: |
|
|
|
|
|
|
|
|
|
||||||||||
Land and improvements |
$ |
2,432,065 |
|
|
$ |
2,395,751 |
|
|
$ |
2,231,836 |
|
|
$ |
2,235,773 |
|
|
$ |
2,261,415 |
|
Buildings and improvements |
|
25,778,490 |
|
|
|
25,519,840 |
|
|
|
24,269,450 |
|
|
|
24,250,630 |
|
|
|
24,323,279 |
|
Construction in progress |
|
269,315 |
|
|
|
298,982 |
|
|
|
288,910 |
|
|
|
310,547 |
|
|
|
265,748 |
|
Acquired lease intangibles |
|
1,369,747 |
|
|
|
1,372,462 |
|
|
|
1,200,574 |
|
|
|
1,212,263 |
|
|
|
1,230,886 |
|
Operating lease assets |
|
317,858 |
|
|
|
323,950 |
|
|
|
328,707 |
|
|
|
343,072 |
|
|
|
346,372 |
|
|
|
30,167,475 |
|
|
|
29,910,985 |
|
|
|
28,319,477 |
|
|
|
28,352,285 |
|
|
|
28,427,700 |
|
Accumulated depreciation and amortization |
|
(8,350,637 |
) |
|
|
(8,118,990 |
) |
|
|
(8,189,447 |
) |
|
|
(8,030,524 |
) |
|
|
(7,877,665 |
) |
Net real estate property |
|
21,816,838 |
|
|
|
21,791,995 |
|
|
|
20,130,030 |
|
|
|
20,321,761 |
|
|
|
20,550,035 |
|
Secured loans receivable and investments, net |
|
530,126 |
|
|
|
530,439 |
|
|
|
596,171 |
|
|
|
615,037 |
|
|
|
605,567 |
|
Investments in unconsolidated real estate entities |
|
523,465 |
|
|
|
507,880 |
|
|
|
494,239 |
|
|
|
471,243 |
|
|
|
443,688 |
|
Net real estate investments |
|
22,870,429 |
|
|
|
22,830,314 |
|
|
|
21,220,440 |
|
|
|
21,408,041 |
|
|
|
21,599,290 |
|
Cash and cash equivalents |
|
149,725 |
|
|
|
143,770 |
|
|
|
233,837 |
|
|
|
169,661 |
|
|
|
413,327 |
|
Escrow deposits and restricted cash |
|
46,872 |
|
|
|
52,752 |
|
|
|
40,931 |
|
|
|
40,551 |
|
|
|
38,313 |
|
|
|
1,046,140 |
|
|
|
1,046,070 |
|
|
|
1,051,832 |
|
|
|
1,051,780 |
|
|
|
1,051,650 |
|
Assets held for sale |
|
28,399 |
|
|
|
316,769 |
|
|
|
90,002 |
|
|
|
59,860 |
|
|
|
9,608 |
|
Deferred income tax assets, net |
|
11,152 |
|
|
|
11,496 |
|
|
|
11,486 |
|
|
|
11,610 |
|
|
|
9,987 |
|
Other assets |
|
565,069 |
|
|
|
643,253 |
|
|
|
855,786 |
|
|
|
810,760 |
|
|
|
807,229 |
|
Total assets |
$ |
24,717,786 |
|
|
$ |
25,044,424 |
|
|
$ |
23,504,314 |
|
|
$ |
23,552,263 |
|
|
$ |
23,929,404 |
|
Liabilities and equity |
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities: |
|
|
|
|
|
|
|
|
|
||||||||||
Senior notes payable and other debt |
$ |
12,027,544 |
|
|
$ |
12,078,835 |
|
|
$ |
11,761,545 |
|
|
$ |
11,759,299 |
|
|
$ |
11,895,412 |
|
Accrued interest |
|
106,602 |
|
|
|
90,013 |
|
|
|
105,883 |
|
|
|
91,390 |
|
|
|
111,444 |
|
Operating lease liabilities |
|
197,234 |
|
|
|
199,551 |
|
|
|
205,484 |
|
|
|
206,426 |
|
|
|
209,917 |
|
Accounts payable and other liabilities |
|
1,090,254 |
|
|
|
1,142,822 |
|
|
|
1,122,171 |
|
|
|
1,109,279 |
|
|
|
1,133,066 |
|
Liabilities related to assets held for sale |
|
10,850 |
|
|
|
20,518 |
|
|
|
4,568 |
|
|
|
3,853 |
|
|
|
3,246 |
|
Deferred income tax liabilities |
|
59,259 |
|
|
|
65,196 |
|
|
|
68,097 |
|
|
|
65,777 |
|
|
|
62,638 |
|
Total liabilities |
|
13,491,743 |
|
|
|
13,596,935 |
|
|
|
13,267,748 |
|
|
|
13,236,024 |
|
|
|
13,415,723 |
|
Redeemable OP unitholder and noncontrolling interests |
|
280,283 |
|
|
|
280,344 |
|
|
|
252,662 |
|
|
|
244,619 |
|
|
|
235,490 |
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
||||||||||
Equity: |
|
|
|
|
|
|
|
|
|
||||||||||
Ventas stockholders’ equity: |
|
|
|
|
|
|
|
|
|
||||||||||
Preferred stock, |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Common stock, |
|
99,838 |
|
|
|
99,777 |
|
|
|
93,784 |
|
|
|
93,750 |
|
|
|
93,635 |
|
Capital in excess of par value |
|
15,498,956 |
|
|
|
15,504,210 |
|
|
|
14,187,577 |
|
|
|
14,186,692 |
|
|
|
14,171,262 |
|
Accumulated other comprehensive loss |
|
(64,520 |
) |
|
|
(67,601 |
) |
|
|
(58,290 |
) |
|
|
(52,497 |
) |
|
|
(54,354 |
) |
Retained earnings (deficit) |
|
(4,679,889 |
) |
|
|
(4,459,630 |
) |
|
|
(4,340,052 |
) |
|
|
(4,257,001 |
) |
|
|
(4,030,376 |
) |
|
|
— |
|
|
|
(40 |
) |
|
|
(320 |
) |
|
|
(789 |
) |
|
|
— |
|
Total Ventas stockholders’ equity |
|
10,854,385 |
|
|
|
11,076,716 |
|
|
|
9,882,699 |
|
|
|
9,970,155 |
|
|
|
10,180,167 |
|
Noncontrolling interests |
|
91,375 |
|
|
|
90,429 |
|
|
|
101,205 |
|
|
|
101,465 |
|
|
|
98,024 |
|
Total equity |
|
10,945,760 |
|
|
|
11,167,145 |
|
|
|
9,983,904 |
|
|
|
10,071,620 |
|
|
|
10,278,191 |
|
Total liabilities and equity |
$ |
24,717,786 |
|
|
$ |
25,044,424 |
|
|
$ |
23,504,314 |
|
|
$ |
23,552,263 |
|
|
$ |
23,929,404 |
|
CONSOLIDATED STATEMENTS OF INCOME |
||||||||||||||
(In thousands, except per share amounts; dollars in USD) |
||||||||||||||
(unaudited) |
||||||||||||||
|
|
|
|
|
|
|
|
|||||||
|
For the Three Months Ended |
|
For the Years Ended |
|||||||||||
|
|
|
|
|||||||||||
|
2021 |
|
2020 |
|
2021 |
|
2020 |
|||||||
Revenues |
|
|
|
|
|
|
|
|||||||
Rental income: |
|
|
|
|
|
|
|
|||||||
Triple-net leased |
$ |
153,336 |
|
|
$ |
168,027 |
|
|
$ |
653,823 |
|
|
$ |
695,265 |
Office |
|
194,781 |
|
|
|
199,931 |
|
|
|
794,297 |
|
|
|
799,627 |
|
|
348,117 |
|
|
|
367,958 |
|
|
|
1,448,120 |
|
|
|
1,494,892 |
Resident fees and services |
|
647,360 |
|
|
|
529,739 |
|
|
|
2,270,001 |
|
|
|
2,197,160 |
Office building and other services revenue |
|
3,924 |
|
|
|
4,522 |
|
|
|
20,096 |
|
|
|
15,191 |
Income from loans and investments |
|
9,577 |
|
|
|
18,302 |
|
|
|
74,981 |
|
|
|
80,505 |
Interest and other income |
|
13,466 |
|
|
|
644 |
|
|
|
14,809 |
|
|
|
7,609 |
Total revenues |
|
1,022,444 |
|
|
|
921,165 |
|
|
|
3,828,007 |
|
|
|
3,795,357 |
Expenses |
|
|
|
|
|
|
|
|||||||
Interest |
|
110,455 |
|
|
|
114,208 |
|
|
|
440,089 |
|
|
|
469,541 |
Depreciation and amortization |
|
318,959 |
|
|
|
261,966 |
|
|
|
1,197,403 |
|
|
|
1,109,763 |
Property-level operating expenses: |
|
|
|
|
|
|
|
|||||||
Senior living |
|
515,427 |
|
|
|
393,309 |
|
|
|
1,811,728 |
|
|
|
1,658,671 |
Office |
|
61,704 |
|
|
|
64,420 |
|
|
|
257,001 |
|
|
|
256,612 |
Triple-net leased |
|
2,810 |
|
|
|
5,156 |
|
|
|
15,335 |
|
|
|
22,160 |
|
|
579,941 |
|
|
|
462,885 |
|
|
|
2,084,064 |
|
|
|
1,937,443 |
Office building and other services costs |
|
2,635 |
|
|
|
488 |
|
|
|
4,433 |
|
|
|
2,315 |
General, administrative and professional fees |
|
28,602 |
|
|
|
29,537 |
|
|
|
129,758 |
|
|
|
130,158 |
Loss on extinguishment of debt, net |
|
2,491 |
|
|
|
3,405 |
|
|
|
59,299 |
|
|
|
10,791 |
Transaction expenses and deal costs |
|
19,318 |
|
|
|
3,683 |
|
|
|
47,318 |
|
|
|
29,812 |
Allowance on loans receivable and investments |
|
(61 |
) |
|
|
(10,416 |
) |
|
|
(9,082 |
) |
|
|
24,238 |
Other |
|
26,355 |
|
|
|
(16,043 |
) |
|
|
37,110 |
|
|
|
707 |
Total expenses |
|
1,088,695 |
|
|
|
849,713 |
|
|
|
3,990,392 |
|
|
|
3,714,768 |
(Loss) income before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests |
|
(66,251 |
) |
|
|
71,452 |
|
|
|
(162,385 |
) |
|
|
80,589 |
(Loss) income from unconsolidated entities |
|
(2,306 |
) |
|
|
17,705 |
|
|
|
4,983 |
|
|
|
1,844 |
Gain on real estate dispositions |
|
24,705 |
|
|
|
22,117 |
|
|
|
218,788 |
|
|
|
262,218 |
Income tax benefit (expense) |
|
4,747 |
|
|
|
679 |
|
|
|
(4,827 |
) |
|
|
96,534 |
(Loss) income from continuing operations |
|
(39,105 |
) |
|
|
111,953 |
|
|
|
56,559 |
|
|
|
441,185 |
Net (loss) income |
|
(39,105 |
) |
|
|
111,953 |
|
|
|
56,559 |
|
|
|
441,185 |
Net income attributable to noncontrolling interests |
|
1,749 |
|
|
|
1,502 |
|
|
|
7,551 |
|
|
|
2,036 |
Net (loss) income attributable to common stockholders |
$ |
(40,854 |
) |
|
$ |
110,451 |
|
|
$ |
49,008 |
|
|
$ |
439,149 |
Earnings per common share |
|
|
|
|
|
|
|
|||||||
Basic: |
|
|
|
|
|
|
|
|||||||
(Loss) income from continuing operations |
$ |
(0.10 |
) |
|
$ |
0.30 |
|
|
$ |
0.15 |
|
|
$ |
1.18 |
Net (loss) income attributable to common stockholders |
|
(0.10 |
) |
|
|
0.29 |
|
|
|
0.13 |
|
|
|
1.18 |
Diluted:1 |
|
|
|
|
|
|
|
|||||||
(Loss) income from continuing operations |
$ |
(0.10 |
) |
|
$ |
0.30 |
|
|
$ |
0.15 |
|
|
$ |
1.17 |
Net (loss) income attributable to common stockholders |
|
(0.10 |
) |
|
|
0.29 |
|
|
|
0.13 |
|
|
|
1.17 |
Weighted average shares used in computing earnings per common share |
|
|
|
|
|
|
|
|||||||
Basic |
|
399,142 |
|
|
|
374,473 |
|
|
|
382,785 |
|
|
|
373,368 |
Diluted |
|
403,108 |
|
|
|
377,696 |
|
|
|
386,304 |
|
|
|
376,503 |
1 Potential common shares are not included in the computation of diluted earnings per share when a loss from continuing operations exists as the effect would be an antidilutive per share amount. |
QUARTERLY CONSOLIDATED STATEMENTS OF INCOME |
|||||||||||||||||||
(In thousands, except per share amounts; dollars in USD) |
|||||||||||||||||||
(unaudited) |
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
For the Three Months Ended |
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
2021 |
|
2021 |
|
2021 |
|
2021 |
|
2020 |
||||||||||
Revenues |
|
|
|
|
|
|
|
|
|
||||||||||
Rental income: |
|
|
|
|
|
|
|
|
|
||||||||||
Triple-net leased |
$ |
153,336 |
|
|
$ |
181,379 |
|
|
$ |
159,223 |
|
|
$ |
159,885 |
|
|
$ |
168,027 |
|
Office |
|
194,781 |
|
|
|
201,673 |
|
|
|
200,388 |
|
|
|
197,455 |
|
|
|
199,931 |
|
|
|
348,117 |
|
|
|
383,052 |
|
|
|
359,611 |
|
|
|
357,340 |
|
|
|
367,958 |
|
Resident fees and services |
|
647,360 |
|
|
|
558,039 |
|
|
|
535,952 |
|
|
|
528,650 |
|
|
|
529,739 |
|
Office building and other services revenue |
|
3,924 |
|
|
|
5,841 |
|
|
|
5,381 |
|
|
|
4,950 |
|
|
|
4,522 |
|
Income from loans and investments |
|
9,577 |
|
|
|
28,729 |
|
|
|
17,665 |
|
|
|
19,010 |
|
|
|
18,302 |
|
Interest and other income |
|
13,466 |
|
|
|
417 |
|
|
|
585 |
|
|
|
341 |
|
|
|
644 |
|
Total revenues |
|
1,022,444 |
|
|
|
976,078 |
|
|
|
919,194 |
|
|
|
910,291 |
|
|
|
921,165 |
|
Expenses |
|
|
|
|
|
|
|
|
|
||||||||||
Interest |
|
110,455 |
|
|
|
108,816 |
|
|
|
110,051 |
|
|
|
110,767 |
|
|
|
114,208 |
|
Depreciation and amortization |
|
318,959 |
|
|
|
313,596 |
|
|
|
250,700 |
|
|
|
314,148 |
|
|
|
261,966 |
|
Property-level operating expenses: |
|
|
|
|
|
|
|
|
|
||||||||||
Senior living |
|
515,427 |
|
|
|
453,659 |
|
|
|
424,813 |
|
|
|
417,829 |
|
|
|
393,309 |
|
Office |
|
61,704 |
|
|
|
66,401 |
|
|
|
64,950 |
|
|
|
63,946 |
|
|
|
64,420 |
|
Triple-net leased |
|
2,810 |
|
|
|
3,268 |
|
|
|
4,432 |
|
|
|
4,825 |
|
|
|
5,156 |
|
|
|
579,941 |
|
|
|
523,328 |
|
|
|
494,195 |
|
|
|
486,600 |
|
|
|
462,885 |
|
Office building and other services costs |
|
2,635 |
|
|
|
522 |
|
|
|
658 |
|
|
|
618 |
|
|
|
488 |
|
General, administrative and professional fees |
|
28,602 |
|
|
|
30,259 |
|
|
|
30,588 |
|
|
|
40,309 |
|
|
|
29,537 |
|
Loss (gain) on extinguishment of debt, net |
|
2,491 |
|
|
|
29,792 |
|
|
|
(74 |
) |
|
|
27,090 |
|
|
|
3,405 |
|
Transaction expenses and deal costs |
|
19,318 |
|
|
|
22,662 |
|
|
|
721 |
|
|
|
4,617 |
|
|
|
3,683 |
|
Allowance on loans receivable and investments |
|
(61 |
) |
|
|
(60 |
) |
|
|
(59 |
) |
|
|
(8,902 |
) |
|
|
(10,416 |
) |
Other |
|
26,355 |
|
|
|
33,673 |
|
|
|
(13,490 |
) |
|
|
(9,428 |
) |
|
|
(16,043 |
) |
Total expenses |
|
1,088,695 |
|
|
|
1,062,588 |
|
|
|
873,290 |
|
|
|
965,819 |
|
|
|
849,713 |
|
(Loss) income before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests |
|
(66,251 |
) |
|
|
(86,510 |
) |
|
|
45,904 |
|
|
|
(55,528 |
) |
|
|
71,452 |
|
(Loss) income from unconsolidated entities |
|
(2,306 |
) |
|
|
2,772 |
|
|
|
4,767 |
|
|
|
(250 |
) |
|
|
17,705 |
|
Gain on real estate dispositions |
|
24,705 |
|
|
|
150,292 |
|
|
|
41,258 |
|
|
|
2,533 |
|
|
|
22,117 |
|
Income tax benefit (expense) |
|
4,747 |
|
|
|
(3,780 |
) |
|
|
(3,641 |
) |
|
|
(2,153 |
) |
|
|
679 |
|
(Loss) income from continuing operations |
|
(39,105 |
) |
|
|
62,774 |
|
|
|
88,288 |
|
|
|
(55,398 |
) |
|
|
111,953 |
|
Net (loss) income |
|
(39,105 |
) |
|
|
62,774 |
|
|
|
88,288 |
|
|
|
(55,398 |
) |
|
|
111,953 |
|
Net income attributable to noncontrolling interests |
|
1,749 |
|
|
|
2,094 |
|
|
|
1,897 |
|
|
|
1,811 |
|
|
|
1,502 |
|
Net (loss) income attributable to common stockholders |
$ |
(40,854 |
) |
|
$ |
60,680 |
|
|
$ |
86,391 |
|
|
$ |
(57,209 |
) |
|
$ |
110,451 |
|
Earnings per common share |
|
|
|
|
|
|
|
|
|
||||||||||
Basic: |
|
|
|
|
|
|
|
|
|
||||||||||
(Loss) income from continuing operations |
$ |
(0.10 |
) |
|
$ |
0.16 |
|
|
$ |
0.24 |
|
|
$ |
(0.15 |
) |
|
$ |
0.30 |
|
Net (loss) income attributable to common stockholders |
|
(0.10 |
) |
|
|
0.16 |
|
|
|
0.23 |
|
|
|
(0.15 |
) |
|
|
0.29 |
|
Diluted: 1 |
|
|
|
|
|
|
|
|
|
||||||||||
(Loss) income from continuing operations |
$ |
(0.10 |
) |
|
$ |
0.16 |
|
|
|
0.23 |
|
|
$ |
(0.15 |
) |
|
$ |
0.30 |
|
Net (loss) income attributable to common stockholders |
|
(0.10 |
) |
|
|
0.16 |
|
|
|
0.23 |
|
|
|
(0.15 |
) |
|
|
0.29 |
|
Weighted average shares used in computing earnings per common share |
|
|
|
|
|
|
|
|
|
||||||||||
Basic |
|
399,142 |
|
|
|
381,996 |
|
|
|
375,067 |
|
|
|
374,669 |
|
|
|
374,473 |
|
Diluted |
|
403,108 |
|
|
|
385,523 |
|
|
|
378,408 |
|
|
|
377,922 |
|
|
|
377,696 |
|
1 Potential common shares are not included in the computation of diluted earnings per share when a loss from continuing operations exists as the effect would be an antidilutive per share amount. |
CONSOLIDATED STATEMENTS OF CASH FLOWS |
|||||||
(Dollars in thousands USD) |
|||||||
|
|
|
|
||||
|
For the Years Ended |
||||||
|
2021 |
|
2020 |
||||
Cash flows from operating activities: |
|
|
|
||||
Net income |
$ |
56,559 |
|
|
$ |
441,185 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
||||
Depreciation and amortization |
|
1,197,403 |
|
|
|
1,109,763 |
|
Amortization of deferred revenue and lease intangibles, net |
|
(88,795 |
) |
|
|
(40,856 |
) |
Other non-cash amortization |
|
17,709 |
|
|
|
20,719 |
|
Allowance on loans receivable and investments |
|
(9,082 |
) |
|
|
24,238 |
|
Stock-based compensation |
|
31,966 |
|
|
|
21,487 |
|
Straight-lining of rental income |
|
(14,468 |
) |
|
|
103,082 |
|
Loss on extinguishment of debt, net |
|
59,299 |
|
|
|
10,791 |
|
Gain on real estate dispositions |
|
(218,788 |
) |
|
|
(262,218 |
) |
Gain on real estate loan investments |
|
(1,448 |
) |
|
|
(167 |
) |
Income tax benefit |
|
(1,224 |
) |
|
|
(101,985 |
) |
Income from unconsolidated entities |
|
(4,973 |
) |
|
|
(1,832 |
) |
Distributions from unconsolidated entities |
|
19,326 |
|
|
|
4,920 |
|
Other |
|
26,404 |
|
|
|
(779 |
) |
Changes in operating assets and liabilities: |
|
|
|
||||
Increase in other assets |
|
(54,571 |
) |
|
|
(68,233 |
) |
(Decrease) increase in accrued interest |
|
(5,922 |
) |
|
|
276 |
|
Increase in accounts payable and other liabilities |
|
16,721 |
|
|
|
189,785 |
|
Net cash provided by operating activities |
|
1,026,116 |
|
|
|
1,450,176 |
|
Cash flows from investing activities: |
|
|
|
||||
Net investment in real estate property |
|
(1,369,052 |
) |
|
|
(78,648 |
) |
Investment in loans receivable |
|
(489 |
) |
|
|
(115,163 |
) |
Proceeds from real estate disposals |
|
840,438 |
|
|
|
1,044,357 |
|
Proceeds from loans receivable |
|
348,091 |
|
|
|
119,011 |
|
Development project expenditures |
|
(247,694 |
) |
|
|
(380,413 |
) |
Capital expenditures |
|
(185,275 |
) |
|
|
(148,234 |
) |
Distributions from unconsolidated entities |
|
17,847 |
|
|
|
— |
|
Investment in unconsolidated entities |
|
(129,291 |
) |
|
|
(286,822 |
) |
Insurance proceeds for property damage claims |
|
1,285 |
|
|
|
207 |
|
Net cash (used in) provided by investing activities |
|
(724,140 |
) |
|
|
154,295 |
|
Cash flows from financing activities: |
|
|
|
||||
Net change in borrowings under revolving credit facilities |
|
(125,399 |
) |
|
|
(88,868 |
) |
Net change in borrowings under commercial paper program |
|
279,929 |
|
|
|
(565,524 |
) |
Proceeds from debt |
|
1,534,298 |
|
|
|
733,298 |
|
Repayments of debt |
|
(2,109,617 |
) |
|
|
(479,539 |
) |
Purchase of noncontrolling interests |
|
(24,224 |
) |
|
|
(8,239 |
) |
Payment of deferred financing costs |
|
(27,166 |
) |
|
|
(8,379 |
) |
Issuance of common stock, net |
|
617,438 |
|
|
|
55,362 |
|
Cash distribution to common stockholders |
|
(686,888 |
) |
|
|
(928,809 |
) |
Cash distribution to redeemable OP unitholders |
|
(6,761 |
) |
|
|
(7,283 |
) |
Cash issued for redemption of OP Units |
|
(96 |
) |
|
|
(575 |
) |
Contributions from noncontrolling interests |
|
1,731 |
|
|
|
1,314 |
|
Distributions to noncontrolling interests |
|
(13,577 |
) |
|
|
(12,946 |
) |
Proceeds from stock option exercises |
|
8,169 |
|
|
|
15,103 |
|
Other |
|
(6,303 |
) |
|
|
(4,936 |
) |
Net cash used in financing activities |
|
(558,466 |
) |
|
|
(1,300,021 |
) |
Net (decrease) increase in cash, cash equivalents and restricted cash |
|
(256,490 |
) |
|
|
304,450 |
|
Effect of foreign currency translation |
|
1,447 |
|
|
|
1,088 |
|
Cash, cash equivalents and restricted cash at beginning of period |
|
451,640 |
|
|
|
146,102 |
|
Cash, cash equivalents and restricted cash at end of period |
$ |
196,597 |
|
|
$ |
451,640 |
|
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued) |
|||||
(Dollars in thousands USD) |
|||||
|
|
|
|
||
|
For the Years Ended |
||||
|
2021 |
|
2020 |
||
Supplemental schedule of non-cash activities: |
|
|
|
||
Assets acquired and liabilities assumed from acquisitions and other: |
|
|
|
||
Real estate investments |
$ |
1,319,988 |
|
$ |
170,484 |
Other assets |
|
16,913 |
|
|
1,224 |
Debt |
|
482,482 |
|
|
55,368 |
Other liabilities |
|
102,256 |
|
|
2,707 |
Deferred income tax liability |
|
446 |
|
|
337 |
Noncontrolling interests |
|
468 |
|
|
20,259 |
Equity issued |
|
751,248 |
|
|
— |
Equity issued for redemption of OP Units |
|
76 |
|
|
— |
QUARTERLY CONSOLIDATED STATEMENTS OF CASH FLOWS |
|||||||||||||||||||
(Dollars in thousands USD) |
|||||||||||||||||||
(unaudited) |
|||||||||||||||||||
|
For the Three Months Ended |
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
2021 |
|
2021 |
|
2021 |
|
2021 |
|
2020 |
||||||||||
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
||||||||||
Net (loss) income |
$ |
(39,107 |
) |
|
$ |
62,774 |
|
|
$ |
88,288 |
|
|
$ |
(55,398 |
) |
|
$ |
111,953 |
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization |
|
318,959 |
|
|
|
313,596 |
|
|
|
250,700 |
|
|
|
314,148 |
|
|
|
261,966 |
|
Amortization of deferred revenue and lease intangibles, net |
|
(17,175 |
) |
|
|
(40,069 |
) |
|
|
(16,785 |
) |
|
|
(14,766 |
) |
|
|
(15,513 |
) |
Other non-cash amortization |
|
3,023 |
|
|
|
4,567 |
|
|
|
4,847 |
|
|
|
5,272 |
|
|
|
5,508 |
|
Allowance on loans receivable and investments |
|
(61 |
) |
|
|
(60 |
) |
|
|
(59 |
) |
|
|
(8,902 |
) |
|
|
(10,416 |
) |
Stock-based compensation |
|
5,801 |
|
|
|
4,700 |
|
|
|
5,393 |
|
|
|
16,072 |
|
|
|
4,165 |
|
Straight-lining of rental income |
|
(4,302 |
) |
|
|
(2,999 |
) |
|
|
(3,304 |
) |
|
|
(3,863 |
) |
|
|
(4,052 |
) |
Loss (gain) on extinguishment of debt, net |
|
2,491 |
|
|
|
29,792 |
|
|
|
(74 |
) |
|
|
27,090 |
|
|
|
3,405 |
|
Gain on real estate dispositions |
|
(24,705 |
) |
|
|
(150,292 |
) |
|
|
(41,258 |
) |
|
|
(2,533 |
) |
|
|
(22,117 |
) |
Loss (gain) on real estate loan investments |
|
558 |
|
|
|
(1,932 |
) |
|
|
— |
|
|
|
(74 |
) |
|
|
— |
|
Income tax (benefit) expense |
|
(5,880 |
) |
|
|
2,146 |
|
|
|
2,007 |
|
|
|
503 |
|
|
|
(2,283 |
) |
Loss (income) from unconsolidated entities |
|
2,306 |
|
|
|
(2,767 |
) |
|
|
(4,762 |
) |
|
|
250 |
|
|
|
(17,701 |
) |
Distributions from unconsolidated entities |
|
9,860 |
|
|
|
2,986 |
|
|
|
2,583 |
|
|
|
3,897 |
|
|
|
1,960 |
|
Other |
|
27,236 |
|
|
|
34,011 |
|
|
|
(20,462 |
) |
|
|
(14,379 |
) |
|
|
(16,394 |
) |
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
||||||||||
Increase in other assets |
|
(5,520 |
) |
|
|
(23,433 |
) |
|
|
(20,518 |
) |
|
|
(5,100 |
) |
|
|
(5 |
) |
Increase (decrease) in accrued interest |
|
16,492 |
|
|
|
(16,682 |
) |
|
|
14,502 |
|
|
|
(20,234 |
) |
|
|
13,251 |
|
(Decrease) increase in accounts payable and other liabilities |
|
(24,175 |
) |
|
|
15,121 |
|
|
|
30,165 |
|
|
|
(4,390 |
) |
|
|
(17,964 |
) |
Net cash provided by operating activities |
|
265,801 |
|
|
|
231,459 |
|
|
|
291,263 |
|
|
|
237,593 |
|
|
|
295,763 |
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
||||||||||
Net investment in real estate property |
|
(265,842 |
) |
|
|
(1,103,000 |
) |
|
|
— |
|
|
|
(210 |
) |
|
|
(1,023 |
) |
Investment in loans receivable |
|
(105 |
) |
|
|
(101 |
) |
|
|
(97 |
) |
|
|
(186 |
) |
|
|
(2,016 |
) |
Proceeds from real estate disposals |
|
343,135 |
|
|
|
381,453 |
|
|
|
107,767 |
|
|
|
8,083 |
|
|
|
361,753 |
|
Proceeds from loans receivable |
|
45,391 |
|
|
|
266,225 |
|
|
|
20,056 |
|
|
|
16,419 |
|
|
|
12,045 |
|
Development project expenditures |
|
(43,045 |
) |
|
|
(73,755 |
) |
|
|
(72,296 |
) |
|
|
(58,598 |
) |
|
|
(70,446 |
) |
Capital expenditures |
|
(65,964 |
) |
|
|
(45,189 |
) |
|
|
(44,448 |
) |
|
|
(29,674 |
) |
|
|
(53,827 |
) |
Distributions from unconsolidated entities |
|
— |
|
|
|
17,847 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Investment in unconsolidated entities |
|
(22,151 |
) |
|
|
(38,829 |
) |
|
|
(29,859 |
) |
|
|
(38,452 |
) |
|
|
(278,990 |
) |
Insurance proceeds for property damage claims |
|
784 |
|
|
|
111 |
|
|
|
384 |
|
|
|
6 |
|
|
|
174 |
|
Net cash used in investing activities |
|
(7,797 |
) |
|
|
(595,238 |
) |
|
|
(18,493 |
) |
|
|
(102,612 |
) |
|
|
(32,330 |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
||||||||||
Net change in borrowings under revolving credit facilities |
|
18,666 |
|
|
|
(39,934 |
) |
|
|
(109,275 |
) |
|
|
5,144 |
|
|
|
(14,724 |
) |
Net change in borrowings under commercial paper program |
|
(90,014 |
) |
|
|
199,959 |
|
|
|
(44,994 |
) |
|
|
214,978 |
|
|
|
— |
|
Proceeds from debt |
|
619,419 |
|
|
|
646,593 |
|
|
|
237,129 |
|
|
|
31,157 |
|
|
|
75,741 |
|
Repayments of debt |
|
(610,581 |
) |
|
|
(933,085 |
) |
|
|
(120,901 |
) |
|
|
(445,050 |
) |
|
|
(352,011 |
) |
Purchase of noncontrolling interests |
|
(12,739 |
) |
|
|
(11,485 |
) |
|
|
— |
|
|
|
— |
|
|
|
(8,239 |
) |
Payment of deferred financing costs |
|
(3,558 |
) |
|
|
(5,832 |
) |
|
|
(433 |
) |
|
|
(17,343 |
) |
|
|
(815 |
) |
Issuance of common stock, net |
|
— |
|
|
|
603,188 |
|
|
|
3,175 |
|
|
|
11,075 |
|
|
|
18,967 |
|
Cash distribution to common stockholders |
|
(179,916 |
) |
|
|
(169,134 |
) |
|
|
(169,075 |
) |
|
|
(168,763 |
) |
|
|
(168,446 |
) |
Cash distribution to redeemable OP unitholders |
|
(1,361 |
) |
|
|
(2,236 |
) |
|
|
(1,322 |
) |
|
|
(1,842 |
) |
|
|
(1,329 |
) |
Cash issued for redemption of OP Units |
|
— |
|
|
|
(34 |
) |
|
|
(37 |
) |
|
|
(25 |
) |
|
|
— |
|
Contributions from noncontrolling interests |
|
1,696 |
|
|
|
5 |
|
|
|
25 |
|
|
|
5 |
|
|
|
176 |
|
Distributions to noncontrolling interests |
|
(1,792 |
) |
|
|
(3,197 |
) |
|
|
(5,935 |
) |
|
|
(2,653 |
) |
|
|
(3,280 |
) |
Proceeds from stock option exercises |
|
2,501 |
|
|
|
847 |
|
|
|
2,715 |
|
|
|
2,106 |
|
|
|
11,585 |
|
Other |
|
(1,175 |
) |
|
|
806 |
|
|
|
(78 |
) |
|
|
(5,856 |
) |
|
|
53 |
|
Net cash (used in) provided by financing activities |
|
(258,854 |
) |
|
|
286,461 |
|
|
|
(209,006 |
) |
|
|
(377,067 |
) |
|
|
(442,322 |
) |
Net (decrease) increase in cash, cash equivalents and restricted cash |
|
(850 |
) |
|
|
(77,318 |
) |
|
|
63,764 |
|
|
|
(242,086 |
) |
|
|
(178,889 |
) |
Effect of foreign currency translation |
|
925 |
|
|
|
(928 |
) |
|
|
792 |
|
|
|
658 |
|
|
|
2,039 |
|
Cash, cash equivalents and restricted cash at beginning of period |
|
196,522 |
|
|
|
274,768 |
|
|
|
210,212 |
|
|
|
451,640 |
|
|
|
628,490 |
|
Cash, cash equivalents and restricted cash at end of period |
$ |
196,597 |
|
|
$ |
196,522 |
|
|
$ |
274,768 |
|
|
$ |
210,212 |
|
|
$ |
451,640 |
|
QUARTERLY CONSOLIDATED STATEMENTS OF CASH FLOWS (continued) |
|||||||||||||||
(Dollars in thousands USD) |
|||||||||||||||
(unaudited) |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||
|
For the Three Months Ended |
||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||
|
2021 |
|
2021 |
|
2021 |
|
2021 |
|
2020 |
||||||
Supplemental schedule of non-cash activities: |
|
|
|
|
|
|
|
|
|
||||||
Assets acquired and liabilities assumed from acquisitions and other: |
|
|
|
|
|
|
|
|
|
||||||
Real estate investments |
$ |
2,371 |
|
|
$ |
1,317,149 |
|
$ |
— |
|
$ |
468 |
|
$ |
1,000 |
Other assets |
|
781 |
|
|
|
16,132 |
|
|
— |
|
|
— |
|
|
— |
Debt |
|
(1,591 |
) |
|
|
484,073 |
|
|
— |
|
|
— |
|
|
— |
Other liabilities |
|
4,296 |
|
|
|
97,960 |
|
|
— |
|
|
— |
|
|
— |
Deferred income tax liability |
|
446 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
Noncontrolling interests |
|
— |
|
|
|
— |
|
|
— |
|
|
468 |
|
|
— |
Equity issued |
|
— |
|
|
|
751,248 |
|
|
— |
|
|
— |
|
|
— |
Equity issued for redemption of OP Units |
|
— |
|
|
|
76 |
|
|
— |
|
|
— |
|
|
— |
NON-GAAP FINANCIAL MEASURES RECONCILIATION Funds From Operations Attributable to Common Stockholders (FFO)1 and Funds Available for Distribution Attributable to Common Stockholders (FAD)1 (In thousands, except per share amounts; dollars in USD) (unaudited) |
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
Q4 YoY |
|
|
|
|||||||||||||||
|
2020 |
|
2021 |
|
Growth |
|
|
|
||||||||||||||||||
|
Q4 |
|
Q1 |
Q2 |
Q3 |
Q4 |
|
20-'21 |
|
2020 |
2021 |
|||||||||||||||
Net income (loss) attributable to common stockholders |
$ |
110,451 |
|
|
$ |
(57,209 |
) |
$ |
86,391 |
|
$ |
60,680 |
|
$ |
(40,854 |
) |
|
(137 |
%) |
|
$ |
439,149 |
|
$ |
49,008 |
|
Net income (loss) attributable to common stockholders per share 2 |
$ |
0.29 |
|
|
$ |
(0.15 |
) |
$ |
0.23 |
|
$ |
0.16 |
|
$ |
(0.10 |
) |
|
(134 |
%) |
|
$ |
1.17 |
|
$ |
0.13 |
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Depreciation and amortization on real estate assets |
|
260,705 |
|
|
|
312,869 |
|
|
249,527 |
|
|
312,524 |
|
|
317,936 |
|
|
|
|
|
1,104,114 |
|
|
1,192,856 |
|
|
Depreciation on real estate assets related to noncontrolling interests |
|
(4,381 |
) |
|
|
(4,618 |
) |
|
(4,678 |
) |
|
(4,641 |
) |
|
(4,561 |
) |
|
|
|
|
(16,767 |
) |
|
(18,498 |
) |
|
Depreciation on real estate assets related to unconsolidated entities |
|
1,758 |
|
|
|
4,018 |
|
|
4,615 |
|
|
4,474 |
|
|
4,781 |
|
|
|
|
|
4,986 |
|
|
17,888 |
|
|
Gain on real estate dispositions |
|
(22,117 |
) |
|
|
(2,533 |
) |
|
(41,258 |
) |
|
(150,292 |
) |
|
(24,705 |
) |
|
|
|
|
(262,218 |
) |
|
(218,788 |
) |
|
(Loss) gain on real estate dispositions related to noncontrolling interests |
|
— |
|
|
|
— |
|
|
(7 |
) |
|
232 |
|
|
77 |
|
|
|
|
|
(9 |
) |
|
302 |
|
|
Subtotal: FFO adjustments |
|
235,965 |
|
|
|
309,736 |
|
|
208,199 |
|
|
162,297 |
|
|
293,528 |
|
|
|
|
|
830,106 |
|
|
973,760 |
|
|
Subtotal: FFO adjustments per share |
$ |
0.62 |
|
|
$ |
0.82 |
|
$ |
0.55 |
|
$ |
0.42 |
|
$ |
0.73 |
|
|
|
|
$ |
2.20 |
|
$ |
2.52 |
|
|
FFO (Nareit) attributable to common stockholders |
$ |
346,416 |
|
|
$ |
252,527 |
|
$ |
294,590 |
|
$ |
222,977 |
|
$ |
252,674 |
|
|
(27 |
%) |
|
$ |
1,269,255 |
|
$ |
1,022,768 |
|
FFO (Nareit) attributable to common stockholders per share |
$ |
0.92 |
|
|
$ |
0.67 |
|
$ |
0.78 |
|
$ |
0.58 |
|
$ |
0.63 |
|
|
(32 |
%) |
|
$ |
3.37 |
|
$ |
2.65 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Change in fair value of financial instruments |
|
(23,062 |
) |
|
|
(21,008 |
) |
|
(23,211 |
) |
|
25,451 |
|
|
19,975 |
|
|
|
|
|
(21,928 |
) |
|
1,207 |
|
|
Non-cash income tax (benefit) expense |
|
(7,961 |
) |
|
|
1,344 |
|
|
1,166 |
|
|
2,146 |
|
|
(5,880 |
) |
|
|
|
|
(98,114 |
) |
|
(1,224 |
) |
|
Loss (gain) on extinguishment of debt, net |
|
3,405 |
|
|
|
27,090 |
|
|
(74 |
) |
|
34,654 |
|
|
2,888 |
|
|
|
|
|
10,791 |
|
|
64,558 |
|
|
(Gain) loss on transactions related to unconsolidated entities |
|
(592 |
) |
|
|
(21 |
) |
|
(10 |
) |
|
(8,808 |
) |
|
2,511 |
|
|
|
|
|
(597 |
) |
|
(6,328 |
) |
|
Transaction expenses and deal costs |
|
6,519 |
|
|
|
5,360 |
|
|
1,769 |
|
|
25,531 |
|
|
22,214 |
|
|
|
|
|
34,690 |
|
|
54,874 |
|
|
Amortization of other intangibles |
|
118 |
|
|
|
116 |
|
|
116 |
|
|
(22,085 |
) |
|
226 |
|
|
|
|
|
472 |
|
|
(21,627 |
) |
|
Other items related to unconsolidated entities |
|
234 |
|
|
|
101 |
|
|
43 |
|
|
987 |
|
|
348 |
|
|
|
|
|
(614 |
) |
|
1,479 |
|
|
Non-cash impact of changes to equity plan |
|
(2,087 |
) |
|
|
8,741 |
|
|
(2,298 |
) |
|
(2,359 |
) |
|
(2,288 |
) |
|
|
|
|
(452 |
) |
|
1,796 |
|
|
Natural disaster (recoveries) expenses, net |
|
(71 |
) |
|
|
5,127 |
|
|
3,128 |
|
|
1,552 |
|
|
340 |
|
|
|
|
|
1,247 |
|
|
10,147 |
|
|
Impact of Holiday lease termination |
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
(50,184 |
) |
|
— |
|
|
Write-off of straight-line rental income, net of noncontrolling interests |
|
87 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
70,863 |
|
|
— |
|
|
Allowance on loan investments and impairment of unconsolidated entities, net of noncontrolling interests |
|
(10,412 |
) |
|
|
(8,900 |
) |
|
(57 |
) |
|
(58 |
) |
|
(59 |
) |
|
|
|
|
34,543 |
|
|
(9,074 |
) |
|
Subtotal: Normalized FFO adjustments |
|
(33,822 |
) |
|
|
17,950 |
|
|
(19,428 |
) |
|
57,011 |
|
|
40,275 |
|
|
|
|
|
(19,283 |
) |
|
95,808 |
|
|
Subtotal: Normalized FFO adjustments per share |
$ |
(0.09 |
) |
|
$ |
0.05 |
|
$ |
(0.05 |
) |
$ |
0.15 |
|
$ |
0.10 |
|
|
|
|
$ |
(0.05 |
) |
$ |
0.25 |
|
|
Normalized FFO attributable to common stockholders |
$ |
312,594 |
|
|
$ |
270,477 |
|
$ |
275,162 |
|
$ |
279,988 |
|
$ |
292,949 |
|
|
(6 |
%) |
|
$ |
1,249,972 |
|
$ |
1,118,576 |
|
Normalized FFO attributable to common stockholders per share |
$ |
0.83 |
|
|
$ |
0.72 |
|
$ |
0.73 |
|
$ |
0.73 |
|
$ |
0.73 |
|
|
(12 |
%) |
|
$ |
3.32 |
|
$ |
2.90 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Deferred revenue and lease intangibles, net |
|
(15,513 |
) |
|
|
(14,766 |
) |
|
(14,779 |
) |
|
(14,182 |
) |
|
(14,166 |
) |
|
|
|
|
(40,857 |
) |
|
(57,893 |
) |
|
Other non-cash amortization, including fair market value of debt |
|
5,508 |
|
|
|
5,272 |
|
|
4,847 |
|
|
4,567 |
|
|
3,023 |
|
|
|
|
|
20,720 |
|
|
17,709 |
|
|
Stock-based compensation |
|
6,252 |
|
|
|
7,331 |
|
|
7,691 |
|
|
7,059 |
|
|
8,089 |
|
|
|
|
|
21,939 |
|
|
30,170 |
|
|
Straight-lining of rental income |
|
(4,052 |
) |
|
|
(3,863 |
) |
|
(3,304 |
) |
|
(3,567 |
) |
|
(4,302 |
) |
|
|
|
|
(21,014 |
) |
|
(15,036 |
) |
|
FAD Capital Expenditures |
|
(52,645 |
) |
|
|
(28,506 |
) |
|
(42,651 |
) |
|
(42,393 |
) |
|
(56,546 |
) |
|
|
|
|
(143,674 |
) |
|
(170,096 |
) |
|
Subtotal: Operating FAD adjustments |
|
(60,450 |
) |
|
|
(34,532 |
) |
|
(48,196 |
) |
|
(48,516 |
) |
|
(63,902 |
) |
|
|
|
|
(162,886 |
) |
|
(195,146 |
) |
|
Operating FAD attributable to common stockholders 3 |
$ |
252,144 |
|
|
$ |
235,945 |
|
$ |
226,966 |
|
$ |
231,472 |
|
$ |
229,047 |
|
|
(9 |
%) |
|
$ |
1,087,086 |
|
$ |
923,430 |
|
Transaction expenses and deal costs |
|
(6,519 |
) |
|
|
(5,360 |
) |
|
(1,769 |
) |
|
(25,531 |
) |
|
(22,214 |
) |
|
|
|
|
(34,690 |
) |
|
(54,874 |
) |
|
Other items related to unconsolidated entities |
|
(234 |
) |
|
|
(101 |
) |
|
(43 |
) |
|
(987 |
) |
|
(348 |
) |
|
|
|
|
614 |
|
|
(1,479 |
) |
|
FAD attributable to common stockholders 3 |
$ |
245,391 |
|
|
$ |
230,484 |
|
$ |
225,154 |
|
$ |
204,954 |
|
$ |
206,485 |
|
|
(16 |
%) |
|
$ |
1,053,010 |
|
$ |
867,077 |
|
Weighted average diluted shares |
|
377,696 |
|
|
|
377,922 |
|
|
378,408 |
|
|
385,523 |
|
|
403,108 |
|
|
|
|
|
376,503 |
|
|
386,304 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
1 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. Per share amounts may not add to total per share amounts due to rounding. |
||||||||||||||||||||||||||
2 Potential common shares are not included in the computation of diluted earnings per share when a loss from continuing operations exists as the effect would be an antidilutive per share amount. |
||||||||||||||||||||||||||
3 Operating FAD and FAD exclude the impact of the Company’s receipt of unusually significant amounts of cash in connection with lease terminations and modifications. Exclusions in the period presented are |
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 Operating FAD to be appropriate supplemental measures of operating performance of an equity REIT. The Company believes that the presentation of FFO, combined with the presentation of required GAAP financial measures, has improved the understanding of operating results of REITs among the investing public and has helped make comparisons of REIT operating results more meaningful. Management generally considers FFO to be a useful measure for understanding and comparing our operating results because, by excluding gains and losses related to sales of previously depreciated operating real estate assets, impairment losses on depreciable real estate and real estate asset depreciation and amortization (which can differ across owners of similar assets in similar condition based on historical cost accounting and useful life estimates), FFO can help investors compare the operating performance of a company’s real estate across reporting periods and to the operating performance of other companies. 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.
Further, the Company believes that FAD and Operating FAD are useful supplemental measures of the Company’s operating performance that would not otherwise be available and may be useful to investors in assessing the Company’s operating performance and performance as a REIT. The Company believes FAD and Operating FAD may provide investors with useful supplemental information regarding the Company’s ability to generate income from its operating performance and the impact of the Company’s operating performance on its ability to make distributions to its stockholders. The Company uses the
Operating FAD represents Normalized FFO (i) excluding non-cash components and straight-line rent adjustments and (ii) including the impact of FAD Capital Expenditures. FAD Capital Expenditures are (i) Ventas-invested capital expenditures, whether routine or non-routine, that extend the useful life of a property but are not expected to generate incremental income for the Company; (ii)
FAD represents Operating FAD after including the impact of transaction expenses, deal costs and unusual items related to unconsolidated entities.
FFO, Normalized FFO, FAD and Operating 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 Operating FAD should not be considered as alternatives to net income attributable to common stockholders (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, FAD and Operating FAD should be examined in conjunction with net income attributable to common stockholders as presented elsewhere herein.
NON-GAAP FINANCIAL MEASURES RECONCILIATION NET INCOME, FFO and FAD Attributable to Common Stockholders First Quarter 2022 Guidance1,2,3 (Dollars in millions, except per share amounts) |
||||||||
|
|
Tentative / Preliminary and Subject to Change |
||||||
|
|
Q1 2022 |
|
Q1 2022 - Per Share |
||||
|
|
Low |
|
High |
|
Low |
|
High |
|
|
|
|
|
|
|
|
|
Net Income Attributable to Common Stockholders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and Amortization Adjustments |
|
281 |
|
279 |
|
0.70 |
|
0.69 |
Gain on Real Estate Dispositions |
|
(13) |
|
(13) |
|
(0.03) |
|
(0.03) |
Other Adjustments 4 |
|
— |
|
— |
|
0.00 |
|
0.00 |
|
|
|
|
|
|
|
|
|
FFO (Nareit) Attributable to Common Stockholders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transaction expenses and deal costs |
|
7 |
|
8 |
|
0.02 |
|
0.02 |
Natural Disaster Expenses (Recoveries), Net |
|
(3) |
|
(3) |
|
(0.01) |
|
(0.01) |
Other Adjustments 4 |
|
4 |
|
4 |
|
0.01 |
|
0.01 |
|
|
|
|
|
|
|
|
|
Normalized FFO Attributable to Common Stockholders |
|
|
|
|
|
|
|
|
% Year-Over-Year Growth |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net HHS Grants |
|
|
|
|
|
|
|
|
Weighted Average Diluted Shares (in millions) |
|
403 |
|
403 |
|
|
|
|
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 herein and in the Company’s filings with the |
2 |
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. Same-Store Cash NOI is at constant currency. |
3 |
Totals may not add due to minor corporate-level adjustments. |
4 |
Other Adjustments include the categories of adjustments presented in our “Non-GAAP Financial Measures Reconciliation – Funds From Operations Attributable to Common Stockholders (FFO) and Funds Available for Distribution Attributable to Common Stockholders (FAD)” above. |
NON-GAAP FINANCIAL MEASURES RECONCILIATION Net Debt to Adjusted Pro Forma EBITDA1 (Dollars in thousands) (unaudited) |
||||||||||||
|
|
For the Year Ended |
|
For the Three Months Ended |
||||||||
|
|
|
|
|
|
|
||||||
Net income (loss) attributable to common stockholders |
|
$ |
49,008 |
|
|
$ |
(40,854 |
) |
|
$ |
60,680 |
|
Adjustments: |
|
|
|
|
|
|
||||||
Interest |
|
|
440,089 |
|
|
|
110,455 |
|
|
|
108,816 |
|
Loss on extinguishment of debt, net |
|
|
59,299 |
|
|
|
2,491 |
|
|
|
29,792 |
|
Taxes (including tax amounts in general, administrative and professional fees) |
|
|
10,091 |
|
|
|
(3,511 |
) |
|
|
5,151 |
|
Depreciation and amortization |
|
|
1,197,403 |
|
|
|
318,959 |
|
|
|
313,596 |
|
Non-cash stock-based compensation expense |
|
|
31,966 |
|
|
|
5,801 |
|
|
|
4,700 |
|
Transaction expenses and deal costs |
|
|
47,318 |
|
|
|
19,318 |
|
|
|
22,662 |
|
Net income attributable to noncontrolling interests, adjusted for partners’ share of consolidated entity EBITDA |
|
|
(26,649 |
) |
|
|
(6,665 |
) |
|
|
(6,578 |
) |
Loss from unconsolidated entities, adjusted for Ventas share of EBITDA from unconsolidated entities |
|
|
73,847 |
|
|
|
24,264 |
|
|
|
14,002 |
|
Gain on real estate dispositions |
|
|
(218,788 |
) |
|
|
(24,705 |
) |
|
|
(150,292 |
) |
Unrealized foreign currency loss (gain) |
|
|
70 |
|
|
|
(87 |
) |
|
|
33 |
|
Change in fair value of financial instruments |
|
|
1,197 |
|
|
|
19,971 |
|
|
|
25,448 |
|
Natural disaster expenses, net |
|
|
10,226 |
|
|
|
366 |
|
|
|
1,566 |
|
Allowance on loan investments, net of noncontrolling interests |
|
|
(9,074 |
) |
|
|
(59 |
) |
|
|
(58 |
) |
Adjusted EBITDA |
|
$ |
1,666,003 |
|
|
$ |
425,744 |
|
|
$ |
429,518 |
|
Adjustment for New Senior acquisition 2 |
|
|
84,610 |
|
|
|
— |
|
|
|
24,698 |
|
Adjustment for current period activity |
|
|
(62,209 |
) |
|
|
(14,624 |
) |
|
|
(41,268 |
) |
Adjusted Pro Forma EBITDA |
|
$ |
1,688,404 |
|
|
$ |
411,120 |
|
|
$ |
412,948 |
|
|
|
|
|
|
|
|
||||||
Adjusted Pro Forma EBITDA annualized |
|
|
|
$ |
1,644,480 |
|
|
$ |
1,651,792 |
|
||
|
|
|
|
|
|
|
||||||
Total debt |
|
$ |
12,027,544 |
|
|
$ |
12,027,544 |
|
|
$ |
12,078,835 |
|
Debt on assets held for sale |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Cash |
|
|
(149,725 |
) |
|
|
(149,725 |
) |
|
|
(143,770 |
) |
Restricted cash pertaining to debt |
|
|
(22,943 |
) |
|
|
(22,943 |
) |
|
|
(23,515 |
) |
Partners’ share of consolidated debt |
|
|
(278,018 |
) |
|
|
(278,018 |
) |
|
|
(277,325 |
) |
Ventas share of unconsolidated debt |
|
|
338,071 |
|
|
|
338,071 |
|
|
|
292,516 |
|
Net debt |
|
$ |
11,914,929 |
|
|
$ |
11,914,929 |
|
|
$ |
11,926,741 |
|
|
|
|
|
|
|
|
||||||
Net debt to Adjusted Pro Forma EBITDA |
|
7.1 x |
|
7.2 x |
|
7.2 x |
||||||
1 Totals may not add due to rounding.
2 On |
The Company defines Adjusted EBITDA as consolidated earnings before interest, taxes, depreciation and amortization (including non-cash stock-based compensation expense, asset impairment and valuation allowances), excluding gains or losses on extinguishment of debt, partners’ share of EBITDA of consolidated entities, transaction expenses and deal costs, 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, unrealized foreign currency gains or losses, net expenses or recoveries related to natural disasters and non-cash charges related to leases, and including (a) Ventas’ share of EBITDA from unconsolidated entities and (b) other immaterial or identified items.
The information above considers the pro forma effect on Adjusted EBITDA of the Company’s activity during the three months and year ended
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.
NON-GAAP FINANCIAL MEASURES RECONCILIATION Net Operating Income (NOI) and Same-Store Cash NOI by Segment (Constant Currency) (Dollars in thousands) (unaudited)
For the Three Months Ended |
||||||||||||||||||||
|
|
For the Three Months Ended |
||||||||||||||||||
|
|
Triple-Net |
|
|
|
Office |
|
Non-Segment |
|
Total |
||||||||||
Net loss attributable to common stockholders |
|
|
|
|
|
|
|
|
|
$ |
(40,854 |
) |
||||||||
Adjustments: |
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest and other income |
|
|
|
|
|
|
|
|
|
|
(13,466 |
) |
||||||||
Interest expense |
|
|
|
|
|
|
|
|
|
|
110,455 |
|
||||||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
318,959 |
|
||||||||
General, administrative and professional fees |
|
|
|
|
|
|
|
|
|
|
28,602 |
|
||||||||
Loss on extinguishment of debt, net |
|
|
|
|
|
|
|
|
|
|
2,491 |
|
||||||||
Transaction expenses and deal costs |
|
|
|
|
|
|
|
|
|
|
19,318 |
|
||||||||
Allowance on loans receivable and investments |
|
|
|
|
|
|
|
|
|
|
(61 |
) |
||||||||
Other |
|
|
|
|
|
|
|
|
|
|
26,355 |
|
||||||||
Loss from unconsolidated entities |
|
|
|
|
|
|
|
|
|
|
2,306 |
|
||||||||
Gain on real estate dispositions |
|
|
|
|
|
|
|
|
|
|
(24,705 |
) |
||||||||
Income tax benefit |
|
|
|
|
|
|
|
|
|
|
(4,747 |
) |
||||||||
Net income attributable to noncontrolling interests |
|
|
|
|
|
|
|
|
|
|
1,749 |
|
||||||||
Reported segment NOI |
|
$ |
150,526 |
|
|
$ |
131,933 |
|
|
$ |
133,704 |
|
|
$ |
10,239 |
|
|
$ |
426,402 |
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
||||||||||
Straight-lining of rental income |
|
|
(1,873 |
) |
|
|
— |
|
|
|
(2,429 |
) |
|
|
— |
|
|
|
(4,302 |
) |
Non-cash rental income |
|
|
(11,705 |
) |
|
|
— |
|
|
|
(5,482 |
) |
|
|
— |
|
|
|
(17,187 |
) |
NOI not included in cash NOI1 |
|
|
(2,767 |
) |
|
|
8 |
|
|
|
(1,218 |
) |
|
|
— |
|
|
|
(3,977 |
) |
Non-segment NOI |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(10,239 |
) |
|
|
(10,239 |
) |
Cash NOI |
|
|
134,181 |
|
|
|
131,941 |
|
|
|
124,575 |
|
|
|
— |
|
|
|
390,697 |
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash NOI not included in same-store |
|
|
(2,101 |
) |
|
|
(28,646 |
) |
|
|
(2,598 |
) |
|
|
— |
|
|
|
(33,345 |
) |
Same-store cash NOI - constant currency |
|
$ |
132,080 |
|
|
$ |
103,295 |
|
|
$ |
121,977 |
|
|
$ |
— |
|
|
$ |
357,352 |
|
Percentage increase (decrease) - constant currency |
|
|
0.1 |
% |
|
|
(21.3 |
%) |
|
|
2.6 |
% |
|
|
|
|
(6.5 |
%) |
|
|
For the Three Months Ended |
||||||||||||||||||
|
|
Triple-Net |
|
|
|
Office |
|
Non-Segment |
|
Total |
||||||||||
Net income attributable to common stockholders |
|
|
|
|
|
|
|
|
|
$ |
110,451 |
|
||||||||
Adjustments: |
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest and other income |
|
|
|
|
|
|
|
|
|
|
(644 |
) |
||||||||
Interest expense |
|
|
|
|
|
|
|
|
|
|
114,208 |
|
||||||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
261,966 |
|
||||||||
General, administrative and professional fees |
|
|
|
|
|
|
|
|
|
|
29,537 |
|
||||||||
Loss on extinguishment of debt, net |
|
|
|
|
|
|
|
|
|
|
3,405 |
|
||||||||
Transaction expenses and deal costs |
|
|
|
|
|
|
|
|
|
|
3,683 |
|
||||||||
Allowance on loans receivable and investments |
|
|
|
|
|
|
|
|
|
|
(10,416 |
) |
||||||||
Other |
|
|
|
|
|
|
|
|
|
|
(16,043 |
) |
||||||||
Income from unconsolidated entities |
|
|
|
|
|
|
|
|
|
|
(17,705 |
) |
||||||||
Gain on real estate dispositions |
|
|
|
|
|
|
|
|
|
|
(22,117 |
) |
||||||||
Income tax benefit |
|
|
|
|
|
|
|
|
|
|
(679 |
) |
||||||||
Net income attributable to noncontrolling interests |
|
|
|
|
|
|
|
|
|
|
1,502 |
|
||||||||
Reported segment NOI |
|
$ |
162,871 |
|
|
$ |
136,430 |
|
|
$ |
136,827 |
|
|
$ |
21,020 |
|
|
$ |
457,148 |
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
||||||||||
Straight-lining of rental income |
|
|
(1,879 |
) |
|
|
— |
|
|
|
(2,272 |
) |
|
|
— |
|
|
|
(4,151 |
) |
Non-cash rental income |
|
|
(12,707 |
) |
|
|
— |
|
|
|
(2,390 |
) |
|
|
— |
|
|
|
(15,097 |
) |
Write-off of straight-line rental income |
|
|
14 |
|
|
|
— |
|
|
|
85 |
|
|
|
— |
|
|
|
99 |
|
NOI not included in cash NOI1 |
|
|
(15,993 |
) |
|
|
(2,282 |
) |
|
|
(11,055 |
) |
|
|
— |
|
|
|
(29,330 |
) |
Non-segment NOI |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(21,020 |
) |
|
|
(21,020 |
) |
NOI impact from change in FX |
|
|
129 |
|
|
|
1,332 |
|
|
|
— |
|
|
|
— |
|
|
|
1,461 |
|
Cash NOI |
|
|
132,435 |
|
|
|
135,480 |
|
|
|
121,195 |
|
|
|
— |
|
|
|
389,110 |
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash NOI not included in same-store |
|
|
(462 |
) |
|
|
(4,204 |
) |
|
|
(2,308 |
) |
|
|
— |
|
|
|
(6,974 |
) |
NOI impact from change in FX not in same-store |
|
|
— |
|
|
|
(3 |
) |
|
|
— |
|
|
|
— |
|
|
|
(3 |
) |
Same-store cash NOI - constant currency |
|
$ |
131,973 |
|
|
$ |
131,273 |
|
|
$ |
118,887 |
|
|
$ |
— |
|
|
$ |
382,133 |
|
1 Excludes sold assets, assets held for sale, development properties not yet operational and land parcels. |
For the Three Months Ended |
||||||||||||||||||||
|
|
For the Three Months Ended |
||||||||||||||||||
|
|
Triple-Net |
|
|
|
Office |
|
Non-Segment |
|
Total |
||||||||||
Net loss attributable to common stockholders |
|
|
|
|
|
|
|
|
|
$ |
(40,854 |
) |
||||||||
Adjustments: |
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest and other income |
|
|
|
|
|
|
|
|
|
|
(13,466 |
) |
||||||||
Interest expense |
|
|
|
|
|
|
|
|
|
|
110,455 |
|
||||||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
318,959 |
|
||||||||
General, administrative and professional fees |
|
|
|
|
|
|
|
|
|
|
28,602 |
|
||||||||
Loss on extinguishment of debt, net |
|
|
|
|
|
|
|
|
|
|
2,491 |
|
||||||||
Transaction expenses and deal costs |
|
|
|
|
|
|
|
|
|
|
19,318 |
|
||||||||
Allowance on loans receivable and investments |
|
|
|
|
|
|
|
|
|
|
(61 |
) |
||||||||
Other |
|
|
|
|
|
|
|
|
|
|
26,355 |
|
||||||||
Loss from unconsolidated entities |
|
|
|
|
|
|
|
|
|
|
2,306 |
|
||||||||
Gain on real estate dispositions |
|
|
|
|
|
|
|
|
|
|
(24,705 |
) |
||||||||
Income tax benefit |
|
|
|
|
|
|
|
|
|
|
(4,747 |
) |
||||||||
Net income attributable to noncontrolling interests |
|
|
|
|
|
|
|
|
|
|
1,749 |
|
||||||||
Reported segment NOI |
|
$ |
150,526 |
|
|
$ |
131,933 |
|
|
$ |
133,704 |
|
|
$ |
10,239 |
|
|
$ |
426,402 |
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
||||||||||
Straight-lining of rental income |
|
|
(1,873 |
) |
|
|
— |
|
|
|
(2,429 |
) |
|
|
— |
|
|
|
(4,302 |
) |
Non-cash rental income |
|
|
(11,705 |
) |
|
|
— |
|
|
|
(5,482 |
) |
|
|
— |
|
|
|
(17,187 |
) |
NOI not included in cash NOI1 |
|
|
(2,767 |
) |
|
|
8 |
|
|
|
(1,218 |
) |
|
|
— |
|
|
|
(3,977 |
) |
Non-segment NOI |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(10,239 |
) |
|
|
(10,239 |
) |
Cash NOI |
|
|
134,181 |
|
|
|
131,941 |
|
|
|
124,575 |
|
|
|
— |
|
|
|
390,697 |
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash NOI not included in same-store |
|
|
(1,531 |
) |
|
|
(24,451 |
) |
|
|
(2,715 |
) |
|
|
— |
|
|
|
(28,697 |
) |
Same-store cash NOI - constant currency |
|
$ |
132,650 |
|
|
$ |
107,490 |
|
|
$ |
121,860 |
|
|
$ |
— |
|
|
$ |
362,000 |
|
Percentage increase (decrease) - constant currency |
|
|
— |
% |
|
|
0.8 |
% |
|
|
(0.1 |
%) |
|
|
|
|
0.2 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
For the Three Months Ended |
||||||||||||||||||
|
|
Triple-Net |
|
|
|
Office |
|
Non-Segment |
|
Total |
||||||||||
Net income attributable to common stockholders |
|
|
|
|
|
|
|
|
|
$ |
60,680 |
|
||||||||
Adjustments: |
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest and other income |
|
|
|
|
|
|
|
|
|
|
(417 |
) |
||||||||
Interest expense |
|
|
|
|
|
|
|
|
|
|
108,816 |
|
||||||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
313,596 |
|
||||||||
General, administrative and professional fees |
|
|
|
|
|
|
|
|
|
|
30,259 |
|
||||||||
Loss on extinguishment of debt, net |
|
|
|
|
|
|
|
|
|
|
29,792 |
|
||||||||
Transaction expenses and deal costs |
|
|
|
|
|
|
|
|
|
|
22,662 |
|
||||||||
Allowance on loans receivable and investments |
|
|
|
|
|
|
|
|
|
|
(60 |
) |
||||||||
Other |
|
|
|
|
|
|
|
|
|
|
33,673 |
|
||||||||
Income from unconsolidated entities |
|
|
|
|
|
|
|
|
|
|
(2,772 |
) |
||||||||
Gain on real estate dispositions |
|
|
|
|
|
|
|
|
|
|
(150,292 |
) |
||||||||
Income tax expense |
|
|
|
|
|
|
|
|
|
|
3,780 |
|
||||||||
Net income attributable to noncontrolling interests |
|
|
|
|
|
|
|
|
|
|
2,094 |
|
||||||||
Reported segment NOI |
|
$ |
178,111 |
|
|
$ |
104,380 |
|
|
$ |
137,622 |
|
|
$ |
31,698 |
|
|
$ |
451,811 |
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
||||||||||
Straight-lining of rental income |
|
|
(1,854 |
) |
|
|
— |
|
|
|
(1,713 |
) |
|
|
— |
|
|
|
(3,567 |
) |
Non-cash rental income |
|
|
(11,713 |
) |
|
|
— |
|
|
|
(5,491 |
) |
|
|
— |
|
|
|
(17,204 |
) |
Non-cash impact of lease termination |
|
|
(22,309 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(22,309 |
) |
NOI not included in cash NOI1 |
|
|
(9,303 |
) |
|
|
(216 |
) |
|
|
(6,608 |
) |
|
|
— |
|
|
|
(16,127 |
) |
Non-segment NOI |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(31,698 |
) |
|
|
(31,698 |
) |
NOI impact from change in FX |
|
|
(151 |
) |
|
|
(51 |
) |
|
|
— |
|
|
|
— |
|
|
|
(202 |
) |
Cash NOI |
|
|
132,781 |
|
|
|
104,113 |
|
|
|
123,810 |
|
|
|
— |
|
|
|
360,704 |
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash NOI not included in same-store |
|
|
(170 |
) |
|
|
2,508 |
|
|
|
(1,826 |
) |
|
|
— |
|
|
|
512 |
|
Same-store cash NOI - constant currency |
|
$ |
132,611 |
|
|
$ |
106,621 |
|
|
$ |
121,984 |
|
|
$ |
— |
|
|
$ |
361,216 |
|
1 Excludes sold assets, assets held for sale, development properties not yet operational and land parcels. |
For the Year Ended |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
For the Year Ended |
||||||||||||||||||
|
|
Triple-Net |
|
|
|
Office |
|
Non-Segment |
|
Total |
||||||||||
Net income attributable to common stockholders |
|
|
|
|
|
|
|
|
|
$ |
49,008 |
|
||||||||
Adjustments: |
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest and other income |
|
|
|
|
|
|
|
|
|
|
(14,809 |
) |
||||||||
Interest expense |
|
|
|
|
|
|
|
|
|
|
440,089 |
|
||||||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
1,197,403 |
|
||||||||
General, administrative and professional fees |
|
|
|
|
|
|
|
|
|
|
129,758 |
|
||||||||
Loss on extinguishment of debt, net |
|
|
|
|
|
|
|
|
|
|
59,299 |
|
||||||||
Transaction expenses and deal costs |
|
|
|
|
|
|
|
|
|
|
47,318 |
|
||||||||
Allowance on loans receivable and investments |
|
|
|
|
|
|
|
|
|
|
(9,082 |
) |
||||||||
Other |
|
|
|
|
|
|
|
|
|
|
37,110 |
|
||||||||
Income from unconsolidated entities |
|
|
|
|
|
|
|
|
|
|
(4,983 |
) |
||||||||
Gain on real estate dispositions |
|
|
|
|
|
|
|
|
|
|
(218,788 |
) |
||||||||
Income tax expense |
|
|
|
|
|
|
|
|
|
|
4,827 |
|
||||||||
Net income attributable to noncontrolling interests |
|
|
|
|
|
|
|
|
|
|
7,551 |
|
||||||||
Reported segment NOI |
|
$ |
638,488 |
|
|
$ |
458,273 |
|
|
$ |
543,882 |
|
|
$ |
84,058 |
|
|
$ |
1,724,701 |
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
||||||||||
Straight-lining of rental income |
|
|
(7,382 |
) |
|
|
— |
|
|
|
(7,654 |
) |
|
|
— |
|
|
|
(15,036 |
) |
Non-cash rental income |
|
|
(47,225 |
) |
|
|
— |
|
|
|
(17,898 |
) |
|
|
— |
|
|
|
(65,123 |
) |
Non-cash impact of lease termination |
|
|
(22,309 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(22,309 |
) |
Cash modification / termination fees |
|
|
— |
|
|
|
— |
|
|
|
12,037 |
|
|
|
— |
|
|
|
12,037 |
|
NOI not included in cash NOI1 |
|
|
(30,111 |
) |
|
|
(2,631 |
) |
|
|
(26,761 |
) |
|
|
— |
|
|
|
(59,503 |
) |
Non-segment NOI |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(84,058 |
) |
|
|
(84,058 |
) |
Cash NOI |
|
|
531,461 |
|
|
|
455,642 |
|
|
|
503,606 |
|
|
|
— |
|
|
|
1,490,709 |
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash NOI not included in same-store |
|
|
(7,118 |
) |
|
|
(85,325 |
) |
|
|
(14,614 |
) |
|
|
— |
|
|
|
(107,057 |
) |
Same-store cash NOI - constant currency |
|
|
524,343 |
|
|
|
370,317 |
|
|
|
488,992 |
|
|
|
— |
|
|
|
1,383,652 |
|
Percentage (decrease) increase - constant currency |
|
|
(27.9 |
%) |
|
|
(21.7 |
%) |
|
|
5.3 |
% |
|
|
|
|
(16.9 |
%) |
||
Adjusted Same-store cash NOI - constant currency |
|
$ |
524,343 |
|
|
$ |
370,317 |
|
|
$ |
488,992 |
|
|
$ |
— |
|
|
$ |
1,383,652 |
|
Adjusted percentage (decrease) increase - constant currency |
|
|
(7.4 |
%) |
|
|
(21.7 |
%) |
|
|
5.3 |
% |
|
|
|
|
(8.0 |
%) |
|
|
For the Year Ended |
||||||||||||||||||
|
|
Triple-Net |
|
|
|
Office |
|
Non-Segment |
|
Total |
||||||||||
Net income attributable to common stockholders |
|
|
|
|
|
|
|
|
|
$ |
439,149 |
|
||||||||
Adjustments: |
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest and other income |
|
|
|
|
|
|
|
|
|
|
(7,609 |
) |
||||||||
Interest expense |
|
|
|
|
|
|
|
|
|
|
469,541 |
|
||||||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
1,109,763 |
|
||||||||
General, administrative and professional fees |
|
|
|
|
|
|
|
|
|
|
130,158 |
|
||||||||
Loss on extinguishment of debt, net |
|
|
|
|
|
|
|
|
|
|
10,791 |
|
||||||||
Transaction expenses and deal costs |
|
|
|
|
|
|
|
|
|
|
29,812 |
|
||||||||
Allowance on loans receivable and investments |
|
|
|
|
|
|
|
|
|
|
24,238 |
|
||||||||
Other |
|
|
|
|
|
|
|
|
|
|
707 |
|
||||||||
Income from unconsolidated entities |
|
|
|
|
|
|
|
|
|
|
(1,844 |
) |
||||||||
Gain on real estate dispositions |
|
|
|
|
|
|
|
|
|
|
(262,218 |
) |
||||||||
Income tax benefit |
|
|
|
|
|
|
|
|
|
|
(96,534 |
) |
||||||||
Net income attributable to noncontrolling interests |
|
|
|
|
|
|
|
|
|
|
2,036 |
|
||||||||
Reported segment NOI |
|
$ |
673,105 |
|
|
$ |
538,489 |
|
|
$ |
549,375 |
|
|
$ |
87,021 |
|
|
$ |
1,847,990 |
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
||||||||||
Straight-lining of rental income |
|
|
(8,833 |
) |
|
|
— |
|
|
|
(12,286 |
) |
|
|
— |
|
|
|
(21,119 |
) |
Non-cash rental income |
|
|
(28,726 |
) |
|
|
— |
|
|
|
(10,668 |
) |
|
|
— |
|
|
|
(39,394 |
) |
Cash impact of |
|
|
161,533 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
161,533 |
|
Cash modification / termination fees |
|
|
— |
|
|
|
— |
|
|
|
(1,000 |
) |
|
|
— |
|
|
|
(1,000 |
) |
Impact of Holiday lease termination |
|
|
(50,184 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(50,184 |
) |
Write-off of straight-line rental income |
|
|
67,636 |
|
|
|
— |
|
|
|
6,953 |
|
|
|
— |
|
|
|
74,589 |
|
NOI not included in cash NOI1 |
|
|
(85,853 |
) |
|
|
(12,501 |
) |
|
|
(50,629 |
) |
|
|
— |
|
|
|
(148,983 |
) |
Non-segment NOI |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(87,021 |
) |
|
|
(87,021 |
) |
NOI impact from change in FX |
|
|
1,780 |
|
|
|
10,331 |
|
|
|
— |
|
|
|
— |
|
|
|
12,111 |
|
Cash NOI |
|
|
730,458 |
|
|
|
536,319 |
|
|
|
481,745 |
|
|
|
— |
|
|
|
1,748,522 |
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash NOI not included in same-store |
|
|
(2,885 |
) |
|
|
(62,456 |
) |
|
|
(17,529 |
) |
|
|
— |
|
|
|
(82,870 |
) |
NOI impact from change in FX not in same-store |
|
|
— |
|
|
|
(651 |
) |
|
|
— |
|
|
|
— |
|
|
|
(651 |
) |
Same-store cash NOI - constant currency |
|
$ |
727,573 |
|
|
$ |
473,212 |
|
|
$ |
464,216 |
|
|
$ |
— |
|
|
$ |
1,665,001 |
|
Adjusted Same-store cash NOI: |
|
|
|
|
|
|
|
|
|
|
||||||||||
Less cash impact of |
|
|
(161,533 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(161,533 |
) |
Adjusted Same-store cash NOI - constant currency |
|
$ |
566,040 |
|
|
$ |
473,212 |
|
|
$ |
464,216 |
|
|
$ |
— |
|
|
$ |
1,503,468 |
|
1 Excludes sold assets, assets held for sale, development properties not yet operational and land parcels. |
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 and other 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 defines same-store as properties owned, consolidated and operational for the full period in both comparison periods and are not otherwise excluded; provided, however, that the Company may include selected properties that otherwise meet the same-store criteria if they are included in substantially all of, but not a full, period for one or both of the comparison periods, and in the Company’s judgment such inclusion provides a more meaningful presentation of its portfolio performance. Newly acquired development properties and recently developed or redeveloped properties in the Company’s Seniors Housing Operating Portfolio (“SHOP”) will be included in same-store once they are stabilized for the full period in both periods presented. These properties are considered stabilized upon the earlier of (a) the achievement of
Properties are excluded from same-store if they are: (i) sold, classified as held for sale or properties whose operations were classified as discontinued operations in accordance with GAAP; (ii) impacted by materially disruptive events such as flood or fire; (iii) for SHOP, those properties that are currently undergoing a materially disruptive redevelopment; (iv) for the Office and Triple-Net Leased Portfolios, those properties for which management has an intention to institute, or has instituted, a redevelopment plan because the properties may require major property-level expenditures to maximize value, increase net operating income, or maintain a market-competitive position and/or achieve property stabilization, most commonly as the result of an expected or actual material change in occupancy or NOI; or (v) for the SHOP and Triple-Net Leased Portfolios, those properties that are scheduled to undergo operator or business model transitions, or have transitioned operators or business models after the start of the prior comparison period.
To eliminate the impact of exchange rate movements, all portfolio performance-based disclosures 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.
NON-GAAP FINANCIAL MEASURES RECONCILIATION
First Quarter 2022 Same-Store Cash NOI Guidance by Segment 1,2 (Dollars in millions) |
||||||||||||||||||||
|
|
For the Three Months Ended |
||||||||||||||||||
|
|
Tentative / Preliminary and Subject to Change |
||||||||||||||||||
|
|
Triple-Net |
|
Senior
|
|
Office |
|
Non-
|
|
Total |
||||||||||
High End |
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Income Attributable to Common Stockholders |
|
|
|
|
|
|
|
|
|
$ |
46 |
|
||||||||
Depreciation and Amortization3 |
|
|
|
|
|
|
|
|
|
|
281 |
|
||||||||
Interest Expense, G&A, Other Income and Expenses4 |
|
|
|
|
|
|
|
|
|
|
150 |
|
||||||||
Reported Segment NOI5 |
|
$ |
147 |
|
|
$ |
181 |
|
|
$ |
137 |
|
|
$ |
12 |
|
|
|
477 |
|
Non-Cash and Non-Same-Store Adjustments5 |
|
|
(15 |
) |
|
|
(46 |
) |
|
|
(12 |
) |
|
|
(12 |
) |
|
|
(86 |
) |
Same-Store Cash NOI5 |
|
$ |
132 |
|
|
$ |
135 |
|
|
$ |
125 |
|
|
$ |
— |
|
|
$ |
391 |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Percentage Increase |
|
|
0.0 |
% |
|
|
26.0 |
% |
|
|
5.0 |
% |
|
|
— |
|
|
|
9.0 |
% |
Net HHS Grants |
|
|
— |
|
|
$ |
21 |
|
|
|
— |
|
|
|
— |
|
|
$ |
21 |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Low End |
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Income Attributable to Common Stockholders |
|
|
|
|
|
|
|
|
|
$ |
29 |
|
||||||||
Depreciation and Amortization3 |
|
|
|
|
|
|
|
|
|
|
282 |
|
||||||||
Interest Expense, G&A, Other Income and Expenses4 |
|
|
|
|
|
|
|
|
|
|
150 |
|
||||||||
Reported Segment NOI5 |
|
$ |
145 |
|
|
$ |
168 |
|
|
$ |
135 |
|
|
$ |
12 |
|
|
|
460 |
|
Non-Cash and Non-Same-Store Adjustments |
|
|
(15 |
) |
|
|
(42 |
) |
|
|
(11 |
) |
|
|
(12 |
) |
|
|
(80 |
) |
Same-Store Cash NOI5 |
|
$ |
130 |
|
|
$ |
126 |
|
|
$ |
124 |
|
|
$ |
— |
|
|
$ |
380 |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Percentage (Decrease) Increase |
|
|
(1.5 |
)% |
|
|
18.0 |
% |
|
|
4.0 |
% |
|
|
— |
|
|
|
6.0 |
% |
Net HHS Grants |
|
|
— |
|
|
$ |
21 |
|
|
|
— |
|
|
|
— |
|
|
$ |
21 |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
For the Three Months Ended |
||||||||||||||||||
Prior Year |
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Income Attributable to Common Stockholders |
|
|
|
|
|
|
|
|
|
$ |
(57 |
) |
||||||||
Depreciation and Amortization3 |
|
|
|
|
|
|
|
|
|
|
314 |
|
||||||||
Interest Expense, G&A, Other Income and Expenses4 |
|
|
|
|
|
|
|
|
|
|
166 |
|
||||||||
Reported Segment NOI |
|
$ |
155 |
|
|
$ |
111 |
|
|
$ |
135 |
|
|
$ |
22 |
|
|
|
423 |
|
Non-Cash and Non-Same-Store Adjustments |
|
|
(23 |
) |
|
|
(4 |
) |
|
|
(16 |
) |
|
|
(22 |
) |
|
|
(65 |
) |
NOI Impact from Change in FX |
|
|
0 |
|
|
|
0 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Same-Store Cash NOI |
|
$ |
132 |
|
|
$ |
107 |
|
|
$ |
119 |
|
|
|
— |
|
|
$ |
358 |
|
Net HHS Grants |
|
|
— |
|
|
$ |
8 |
|
|
|
— |
|
|
|
— |
|
|
$ |
8 |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
1Q22 |
|
|
|
|
|
|
|
|
|
||||||||
GBP (£) to USD ($) |
|
|
1.36 |
|
|
|
|
|
|
|
|
|
||||||||
USD ($) to CAD (C$) |
|
|
1.27 |
|
|
|
|
|
|
|
|
|
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 |
2 |
See table titled “Net Operating Income (NOI) and Same-Store Cash NOI by Segment” for a detailed breakout of adjustments for each respective category. |
3 |
Includes real estate depreciation and amortization, corporate depreciation and amortization and amortization of other intangibles. |
4 |
Includes interest expense, general and administrative expenses (including stock-based compensation), loss on extinguishment of debt, transaction expenses and deal costs, income from unconsolidated entities, income tax benefit and other income and expenses. |
5 |
Total may not add across due to minor corporate-level adjustments and rounding. |
View source version on businesswire.com: https://www.businesswire.com/news/home/20220216006318/en/
(877) 4-VENTAS
Source:
FAQ
What are Ventas' fourth quarter 2021 financial results?
What is the expected revenue growth for Ventas in Q1 2022?
What strategic investments did Ventas make in 2021?
How did Ventas' same-store occupancy change in Q4 2021?