Ventas Reports 2022 Fourth Quarter and Full Year Results and Provides 2023 Outlook
Ventas, Inc. (NYSE: VTR) reported its fourth quarter and full year 2022 results, highlighting a net loss of ($0.11) per share and a year-over-year NOI growth of 7.5%. Normalized Funds from Operations (FFO) per share remained stable at $0.73. The company saw a significant 19.1% growth in same-store cash NOI driven by strong performance in its SHOP portfolio. Notably, Ventas earned its first promote revenue approximating $0.02 per share from its third-party investment management business. The company committed $1.2 billion in investments throughout 2022, with substantial projects emphasizing life sciences and senior housing. Finally, Ventas has a robust liquidity position with $2.4 billion available for future investments.
- 7.5% year-over-year NOI growth in Q4 2022.
- 19.1% growth in same-store cash NOI driven by SHOP portfolio.
- First promote revenue of approximately $0.02 per share from VIM.
- $1.2 billion total investments in 2022, enhancing growth portfolio.
- $2.4 billion of available liquidity at year-end 2022.
- Attributable Net Loss increased to ($0.11) per share in Q4 2022.
- Full year 2022 Attributable Net Loss was ($0.12) compared to $0.13 in 2021, a 192.3% decline.
CEO Remarks
“We are pleased to have delivered a strong fourth quarter, which reflects the attractive operating and financial results of our diverse portfolio and the benefits of our key strategic initiatives. Accelerating SHOP top- and bottom-line growth fueled outstanding total Company performance in the fourth quarter. In 2022, we began a multiyear growth and recovery cycle in our SHOP portfolio supported by improving supply demand fundamentals, actions we have taken in the portfolio and our post-pandemic rebound,” said
"We enter 2023 with strong momentum. The proactive steps we have taken position us to capitalize on the exciting demographically led demand across our diversified portfolio of assets that cater to the needs of a large and growing aging population. Coupled with our experienced team’s insights and execution capabilities, we believe the Company is poised to drive unprecedented organic property growth.
“We are committed to reigniting a new cycle of Ventas success by delivering differentiated performance and value creation for our shareholders,” Cafaro concluded.
Fourth Quarter 2022 Highlights
-
Net Loss Attributable to Common Stockholders (“Attributable Net Loss”) per share of (
) with total Company year-over-year NOI growth of$0.11 7.5%
-
Normalized Funds from Operations* (“Normalized FFO”) per share of
$0.73
-
Total Company year-over-year same-store cash Net Operating Income* (“NOI”) growth of8.5%
-
On a same-store cash NOI* basis, SHOP grew
19.1% year-over-year driven by margin expansion and same-store revenue growth of approximately8%
*Some of the financial measures throughout this press release are non-GAAP measures. Refer to the Non-GAAP Financial Measures Reconciliation tables at the end of this press release for additional information and a reconciliation to the most directly comparable GAAP measure.
Fourth Quarter 2022 Enterprise Results
For the Fourth Quarter 2022, reported per share results were:
|
|
Quarter Ended |
||||||
|
|
2022 |
|
2021 |
|
$ Change |
|
% Change |
Attributable Net Loss |
|
( |
|
( |
|
( |
|
( |
Nareit FFO* |
|
|
|
|
|
|
|
|
Normalized FFO*† |
|
|
|
|
|
$— |
|
—% |
* Some of the financial measures throughout this press release are non-GAAP measures. Refer to the Non-GAAP Financial Measures Reconciliation tables at the end of this press release for additional information and a reconciliation to the most directly comparable GAAP measure.
† The fourth quarter of 2021 included a |
Other Fourth Quarter Developments
-
Ventas Investment Management (“VIM”) Promote Revenue: The Company earned its first promote revenue as general partner of theVentas Life Science & Healthcare Real Estate Fund (the “Fund”) within its third-party institutional capital management business,Ventas Investment Management , or VIM. The promote revenue approximated per share in the fourth quarter, demonstrating the significant value creation of the VIM platform for Fund investors and Ventas’s shareholders. The Company included$0.02 per share of promote revenue in its fourth quarter 2022 guidance.$0.01
-
Atria/Glennis Transaction: During the fourth quarter,
Atria Senior Living, Inc. (“Atria”) combined its proprietary cloud-based senior housing management software platform, Glennis, with two other complementary companies in the Software as a Service (SaaS) technology space. The merger transaction was executed under the sponsorship and majority ownership of an experienced private equity technology investor. Ventas owns a34% stake in Atria and recognized a gain on sale in the fourth quarter, which is included in Attributable Net Loss and Nareit FFO and excluded from Normalized FFO in the fourth quarter and full year 2022. Ventas now owns nearly$26 million 10% of the new combined SaaS company.
-
Allowance on Loans Receivable: As of
December 31, 2022 , the Company recognized a non-cash allowance on our cash pay$20 million mezzanine loan (the “Santerre Mezz Loan”) investment to$486 million Santerre Health Investors . The allowance, calculated using the CECL (current expected credit loss) model, reflects estimated credit losses that could arise in the future, determined as ofDecember 31, 2022 , based on estimates and assumptions that are inherently uncertain and may not reflect the ultimate loss realized, if any. The allowance is excluded from Normalized FFO in the fourth quarter and full year 2022 and included in Attributable Net Loss and Nareit FFO.
Full Year 2022 Enterprise Results
For the full year 2022, reported per share results were:
|
|
Year Ended |
||||||
|
|
2022 |
|
2021 |
|
$ Change |
|
% Change |
Attributable Net (Loss) Income |
|
( |
|
|
|
( |
|
( |
Nareit FFO* |
|
|
|
|
|
|
|
|
Normalized FFO* |
|
|
|
|
|
|
|
|
* Some of the financial measures throughout this press release are non-GAAP measures. Refer to the Non-GAAP Financial Measures Reconciliation tables at the end of this press release for additional information and a reconciliation to the most directly comparable GAAP measure. |
2022 Full Year and Recent Highlights
2022 Investment Activity
Consistent with its strategic capital allocation priorities, Ventas closed or committed
-
Notably, Ventas continued expanding its life science, R&I footprint, as evidenced by
in closed or committed projects in 2022. The 643k square foot,$0.7 billion $425 million Atrium Health/Wake Forest University School of Medicine development in Charlotte announced in 2022 exemplifies Ventas’s ability to leverage strong relationships with leaders in research, medicine and higher education to execute on high-quality, large-scale transactions.
-
The Company continued to grow its well positioned senior housing portfolio by closing on approximately
in investments including the acquisition in$0.2 billion Mangrove Bay , a Class A community with strong occupancy located in the highly sought-afterJupiter, Florida market. Ventas also continued its successful track record of development with its partner LeGroupe Maurice and broke ground on a new 362-unit senior housing development project in the attractiveMontreal, Quebec market.
-
Additionally, Ventas selectively expanded its
Medical Office Building business with in completed acquisitions, highlighted by the 18-property, 732k square foot MOB portfolio$0.3 billion 100% leased toArdent Health Services for a twelve-year term.
Financial Strength and Flexibility
In
-
Key financial statistics at year-end 2022 include:
-
of available liquidity from net revolver capacity and available cash and cash equivalents$2.4 billion -
Limited near-term maturing debt, with only
4% of total consolidated debt (under ) maturing in 2023$500 million
-
Corporate Governance and ESG Leadership
Ventas has a long history as an industry leader in environmental, social and governance initiatives and continues to pursue ambitious goals to drive meaningful change. Highlights include:
-
Continued a robust and rigorous multi-year Board refreshment program, including the appointments of
Michael Embler andSumit Roy to the Board in 2022, and the appointment ofMelody Barnes as Chair of theNominating, Governance and Corporate Responsibility Committee . -
Committed to achieve net-zero operational carbon emissions by 2040, exceeding the Company’s existing Science-Based Target initiative (SBTi)-validated goal to decrease absolute carbon emissions by
30% by 2030. -
Earned notable recognition as an ESG industry leader, including:
- Receiving Nareit Leader in the Light Award for the sixth consecutive year and seventh time overall
- Being named the 2022 GRESB Global Listed Sector Leader for Healthcare and earning a 4 Star Rating for the tenth consecutive year
- Scoring in the 98th percentile of real estate companies in the 2022 S&P Global Corporate Sustainability Assessment (CSA) and being included in the World and North America Dow Jones Sustainability Indices (DJSI)
- Being named to the Bloomberg Gender Equality Index for the fourth consecutive year
- Being recognized as an ENERGY STAR® Partner of the Year for the second consecutive year
-
Achieving LEED Gold Certification for our
Medical Park Tower redevelopment inAustin, Texas and our historic renovation of The Assembly inPittsburgh, Pennsylvania
Leadership Update
In
Full Year 2023 Guidance
Consistent with the Company’s pre-pandemic practice, the Company is reintroducing full year guidance for 2023. The Company’s 2023 guidance contains forward-looking statements and is based on a number of assumptions; actual results may differ materially. Ventas expects to report 2023 per share attributable net income to common stockholders, Nareit FFO and Normalized FFO within the following ranges:
|
|
FY 2023 Guidance |
||
|
|
Per Share |
||
|
|
Low |
|
High |
Attributable Net Income |
|
|
- |
|
Nareit FFO* |
|
|
- |
|
Normalized FFO* |
|
|
- |
|
* Some of the financial measures throughout this press release are non-GAAP measures. Refer to the Non-GAAP Financial Measures Reconciliation tables at the end of this press release for additional information and a reconciliation to the most directly comparable GAAP measure. |
2023 Guidance Commentary
The Company’s full year guidance for 2023 Attributable Net Income per share of
The Company’s full year guidance for 2023 Normalized FFO per share of
The Company’s guidance is based on the assumptions described above as well as other assumptions that are subject to change, many of which are outside the control of the Company. The guidance assumes 404 million weighted average fully-diluted shares, receipt of over
Investor Presentation
A fourth quarter earnings presentation 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 2022 supplemental posted at ir.ventasreit.com. The information contained on, or that may be accessed through, our website, including the information contained in the aforementioned presentation and supplemental, is not incorporated by reference into, and is not part of, this document.
Fourth Quarter and Full Year 2022 Results Conference Call
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
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, as alternatives to cash flow from operating activities (determined in accordance with GAAP), or 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 “assume”, “may,” “will,” “project,” “expect,” “believe,” “intend,” “anticipate,” “seek,” “target,” “forecast,” “plan,” “potential,” “opportunity,” “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. We urge you to carefully review the disclosures we make concerning risks and uncertainties that may affect our business and future financial performance, including those made below and 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 other viruses and infections, such as flu and respiratory syncytial virus, and their extended consequences, including of any variants, 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, and effectively integrate, our acquisitions and investments, including our acquisition of
CONSOLIDATED BALANCE SHEETS |
|||||||
(In thousands, except per share amounts; dollars in USD; unaudited) |
|||||||
|
|
|
|
||||
|
As of |
||||||
|
2022 |
|
2021 |
||||
Assets |
|
|
|
||||
Real estate investments: |
|
|
|
||||
Land and improvements |
$ |
2,437,905 |
|
|
$ |
2,432,065 |
|
Buildings and improvements |
|
26,020,048 |
|
|
|
25,778,490 |
|
Construction in progress |
|
310,456 |
|
|
|
269,315 |
|
Acquired lease intangibles |
|
1,346,190 |
|
|
|
1,369,747 |
|
Operating lease assets |
|
310,307 |
|
|
|
317,858 |
|
|
|
30,424,906 |
|
|
|
30,167,475 |
|
Accumulated depreciation and amortization |
|
(9,264,456 |
) |
|
|
(8,350,637 |
) |
Net real estate property |
|
21,160,450 |
|
|
|
21,816,838 |
|
Secured loans receivable and investments, net |
|
537,075 |
|
|
|
530,126 |
|
Investments in unconsolidated real estate entities |
|
579,949 |
|
|
|
523,465 |
|
Net real estate investments |
|
22,277,474 |
|
|
|
22,870,429 |
|
Cash and cash equivalents |
|
122,564 |
|
|
|
149,725 |
|
Escrow deposits and restricted cash |
|
48,181 |
|
|
|
46,872 |
|
|
|
1,044,415 |
|
|
|
1,046,140 |
|
Assets held for sale |
|
44,893 |
|
|
|
28,399 |
|
Deferred income tax assets |
|
10,490 |
|
|
|
11,152 |
|
Other assets |
|
609,823 |
|
|
|
565,069 |
|
Total assets |
$ |
24,157,840 |
|
|
$ |
24,717,786 |
|
Liabilities and equity |
|
|
|
||||
Liabilities: |
|
|
|
||||
Senior notes payable and other debt |
$ |
12,296,780 |
|
|
$ |
12,027,544 |
|
Accrued interest |
|
110,542 |
|
|
|
106,602 |
|
Operating lease liabilities |
|
190,440 |
|
|
|
197,234 |
|
Accounts payable and other liabilities |
|
1,031,689 |
|
|
|
1,090,254 |
|
Liabilities related to assets held for sale |
|
6,492 |
|
|
|
10,850 |
|
Deferred income tax liabilities |
|
35,570 |
|
|
|
59,259 |
|
Total liabilities |
|
13,671,513 |
|
|
|
13,491,743 |
|
Redeemable OP unitholder and noncontrolling interests |
|
264,650 |
|
|
|
280,283 |
|
Commitments and contingencies |
|
|
|
||||
Equity: |
|
|
|
||||
Ventas stockholders’ equity: |
|
|
|
||||
Preferred stock, |
|
— |
|
|
|
— |
|
Common stock, |
|
99,912 |
|
|
|
99,838 |
|
Capital in excess of par value |
|
15,539,777 |
|
|
|
15,498,956 |
|
Accumulated other comprehensive loss |
|
(36,800 |
) |
|
|
(64,520 |
) |
Retained earnings (deficit) |
|
(5,449,385 |
) |
|
|
(4,679,889 |
) |
|
|
(536 |
) |
|
|
— |
|
Total Ventas stockholders’ equity |
|
10,152,968 |
|
|
|
10,854,385 |
|
Noncontrolling interests |
|
68,709 |
|
|
|
91,375 |
|
Total equity |
|
10,221,677 |
|
|
|
10,945,760 |
|
Total liabilities and equity |
$ |
24,157,840 |
|
|
$ |
24,717,786 |
|
CONSOLIDATED STATEMENTS OF INCOME |
|||||||||||||||
(In thousands, except per share amounts; dollars in USD; unaudited) |
|||||||||||||||
|
|
|
|
|
|
|
|
||||||||
|
For the Three Months Ended
|
|
For the Twelve Months Ended
|
||||||||||||
|
2022 |
|
2021 |
|
2022 |
|
2021 |
||||||||
Revenues |
|
|
|
|
|
|
|
||||||||
Rental income: |
|
|
|
|
|
|
|
||||||||
Triple-net leased |
$ |
147,081 |
|
|
$ |
153,336 |
|
|
$ |
598,154 |
|
|
$ |
653,823 |
|
Office |
|
200,511 |
|
|
|
194,781 |
|
|
|
801,159 |
|
|
|
794,297 |
|
|
|
347,592 |
|
|
|
348,117 |
|
|
|
1,399,313 |
|
|
|
1,448,120 |
|
Resident fees and services |
|
674,126 |
|
|
|
647,360 |
|
|
|
2,651,886 |
|
|
|
2,270,001 |
|
Third party capital management revenues |
|
13,374 |
|
|
|
3,924 |
|
|
|
26,199 |
|
|
|
20,096 |
|
Income from loans and investments |
|
14,889 |
|
|
|
9,577 |
|
|
|
48,160 |
|
|
|
74,981 |
|
Interest and other income |
|
1,444 |
|
|
|
13,466 |
|
|
|
3,635 |
|
|
|
14,809 |
|
Total revenues |
|
1,051,425 |
|
|
|
1,022,444 |
|
|
|
4,129,193 |
|
|
|
3,828,007 |
|
Expenses |
|
|
|
|
|
|
|
||||||||
Interest |
|
123,399 |
|
|
|
110,455 |
|
|
|
467,557 |
|
|
|
440,089 |
|
Depreciation and amortization |
|
324,178 |
|
|
|
318,959 |
|
|
|
1,197,798 |
|
|
|
1,197,403 |
|
Property-level operating expenses: |
|
|
|
|
|
|
|
||||||||
Senior living |
|
521,472 |
|
|
|
515,427 |
|
|
|
2,004,420 |
|
|
|
1,811,728 |
|
Office |
|
64,394 |
|
|
|
61,704 |
|
|
|
257,003 |
|
|
|
257,001 |
|
Triple-net leased |
|
3,952 |
|
|
|
2,810 |
|
|
|
15,301 |
|
|
|
15,335 |
|
|
|
589,818 |
|
|
|
579,941 |
|
|
|
2,276,724 |
|
|
|
2,084,064 |
|
Third party capital management expenses |
|
1,721 |
|
|
|
2,635 |
|
|
|
6,194 |
|
|
|
4,433 |
|
General, administrative and professional fees |
|
33,540 |
|
|
|
28,602 |
|
|
|
144,874 |
|
|
|
129,758 |
|
Loss on extinguishment of debt, net |
|
— |
|
|
|
2,491 |
|
|
|
581 |
|
|
|
59,299 |
|
Transaction expenses and deal costs |
|
13,725 |
|
|
|
19,318 |
|
|
|
51,577 |
|
|
|
47,318 |
|
Allowance on loans receivable and investments |
|
19,936 |
|
|
|
(61 |
) |
|
|
19,757 |
|
|
|
(9,082 |
) |
Other |
|
28,180 |
|
|
|
26,355 |
|
|
|
58,268 |
|
|
|
37,110 |
|
Total expenses |
|
1,134,497 |
|
|
|
1,088,695 |
|
|
|
4,223,330 |
|
|
|
3,990,392 |
|
(Loss) before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests |
|
(83,072 |
) |
|
|
(66,251 |
) |
|
|
(94,137 |
) |
|
|
(162,385 |
) |
Income (loss) from unconsolidated entities |
|
31,846 |
|
|
|
(2,306 |
) |
|
|
28,500 |
|
|
|
4,983 |
|
Gain on real estate dispositions |
|
5,223 |
|
|
|
24,705 |
|
|
|
7,780 |
|
|
|
218,788 |
|
Income tax benefit (expense) |
|
2,619 |
|
|
|
4,747 |
|
|
|
16,926 |
|
|
|
(4,827 |
) |
(Loss) income from continuing operations |
|
(43,384 |
) |
|
|
(39,105 |
) |
|
|
(40,931 |
) |
|
|
56,559 |
|
Net (loss) income |
|
(43,384 |
) |
|
|
(39,105 |
) |
|
|
(40,931 |
) |
|
|
56,559 |
|
Net income attributable to noncontrolling interests |
|
1,635 |
|
|
|
1,749 |
|
|
|
6,516 |
|
|
|
7,551 |
|
Net (loss) income attributable to common stockholders |
$ |
(45,019 |
) |
|
$ |
(40,854 |
) |
|
$ |
(47,447 |
) |
|
$ |
49,008 |
|
Earnings per common share |
|
|
|
|
|
|
|
||||||||
Basic: |
|
|
|
|
|
|
|
||||||||
(Loss) income from continuing operations |
$ |
(0.11 |
) |
|
$ |
(0.10 |
) |
|
$ |
(0.10 |
) |
|
$ |
0.15 |
|
Net (loss) income attributable to common stockholders |
|
(0.11 |
) |
|
|
(0.10 |
) |
|
|
(0.12 |
) |
|
|
0.13 |
|
Diluted:1 |
|
|
|
|
|
|
|
||||||||
(Loss) income from continuing operations |
$ |
(0.11 |
) |
|
$ |
(0.10 |
) |
|
$ |
(0.10 |
) |
|
$ |
0.15 |
|
Net (loss) income attributable to common stockholders |
|
(0.11 |
) |
|
|
(0.10 |
) |
|
|
(0.12 |
) |
|
|
0.13 |
|
Weighted average shares used in computing earnings per common share |
|
|
|
|
|
|
|
||||||||
Basic |
|
399,655 |
|
|
|
399,142 |
|
|
|
399,549 |
|
|
|
382,785 |
|
Diluted |
|
403,570 |
|
|
|
403,108 |
|
|
|
403,454 |
|
|
|
386,304 |
|
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. |
NON-GAAP FINANCIAL MEASURES RECONCILIATION
Funds From Operations Attributable to Common Stockholders (FFO) (In thousands, except per share amounts; dollars in USD; totals may not sum due to rounding; unaudited) |
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
Q4 YoY |
|
|
|
|||||||||
|
2022 |
|
2021 |
|
Change |
|
|
|
|||||||||
|
Q4 |
|
Q4 |
|
’22-’21 |
|
2022 |
2021 |
|||||||||
Net (loss) income attributable to common stockholders |
$ |
(45,019 |
) |
|
$ |
(40,854 |
) |
|
(10 |
%) |
|
$ |
(47,447 |
) |
$ |
49,008 |
|
Net (loss) income attributable to common stockholders per share 1 |
$ |
(0.11 |
) |
|
$ |
(0.10 |
) |
|
(10 |
%) |
|
$ |
(0.12 |
) |
$ |
0.13 |
|
Adjustments: |
|
|
|
|
|
|
|
|
|||||||||
Depreciation and amortization on real estate assets |
|
323,539 |
|
|
|
317,936 |
|
|
|
|
|
1,194,751 |
|
|
1,192,856 |
|
|
Depreciation on real estate assets related to noncontrolling interests |
|
(4,352 |
) |
|
|
(4,561 |
) |
|
|
|
|
(17,451 |
) |
|
(18,498 |
) |
|
Depreciation on real estate assets related to unconsolidated entities |
|
7,074 |
|
|
|
4,781 |
|
|
|
|
|
30,940 |
|
|
17,888 |
|
|
Gain on real estate dispositions |
|
(5,223 |
) |
|
|
(24,705 |
) |
|
|
|
|
(7,780 |
) |
|
(218,788 |
) |
|
(Gain) loss on real estate dispositions related to noncontrolling interests |
|
(6 |
) |
|
|
77 |
|
|
|
|
|
32 |
|
|
302 |
|
|
Gain on real estate dispositions and other related to unconsolidated entities |
|
(11,857 |
) |
|
|
— |
|
|
|
|
|
(14,546 |
) |
|
— |
|
|
Subtotal: Nareit FFO adjustments |
|
309,175 |
|
|
|
293,528 |
|
|
|
|
|
1,185,946 |
|
|
973,760 |
|
|
Subtotal: Nareit FFO adjustments per share |
$ |
0.77 |
|
|
$ |
0.73 |
|
|
|
|
$ |
2.94 |
|
$ |
2.52 |
|
|
Nareit FFO attributable to common stockholders |
$ |
264,156 |
|
|
$ |
252,674 |
|
|
5 |
% |
|
$ |
1,138,499 |
|
$ |
1,022,768 |
|
Nareit FFO attributable to common stockholders per share |
$ |
0.65 |
|
|
$ |
0.63 |
|
|
3 |
% |
|
$ |
2.82 |
|
$ |
2.65 |
|
|
|
|
|
|
|
|
|
|
|||||||||
Adjustments: |
|
|
|
|
|
|
|
|
|||||||||
Change in fair value of financial instruments |
|
13,637 |
|
|
|
19,975 |
|
|
|
|
|
22,008 |
|
|
1,207 |
|
|
Non-cash income tax benefit |
|
(4,276 |
) |
|
|
(5,880 |
) |
|
|
|
|
(21,237 |
) |
|
(1,224 |
) |
|
Loss on extinguishment of debt, net of noncontrolling interests and including Ventas’ share attributable to unconsolidated entities |
|
205 |
|
|
|
2,888 |
|
|
|
|
|
786 |
|
|
64,558 |
|
|
(Gain) loss on transactions related to unconsolidated entities |
|
(26,278 |
) |
|
|
2,511 |
|
|
|
|
|
(26,281 |
) |
|
(6,328 |
) |
|
Transaction expenses and deal costs, net of noncontrolling interests and including Ventas’ share attributable to unconsolidated entities |
|
15,242 |
|
|
|
22,214 |
|
|
|
|
|
58,108 |
|
|
54,874 |
|
|
Amortization of other intangibles including Ventas’ share attributable to unconsolidated entities |
|
169 |
|
|
|
226 |
|
|
|
|
|
973 |
|
|
(21,627 |
) |
|
Other items related to unconsolidated entities |
|
297 |
|
|
|
348 |
|
|
|
|
|
(687 |
) |
|
1,479 |
|
|
Non-cash impact of changes to equity plan |
|
(2,565 |
) |
|
|
(2,288 |
) |
|
|
|
|
(313 |
) |
|
1,796 |
|
|
Materially disruptive events, net including Ventas’ share attributable to unconsolidated entities |
|
10,856 |
|
|
|
340 |
|
|
|
|
|
11,203 |
|
|
10,147 |
|
|
Allowance on loan investments and impairment of unconsolidated entities, net of noncontrolling interests |
|
24,087 |
|
|
|
(59 |
) |
|
|
|
|
23,912 |
|
|
(9,074 |
) |
|
Subtotal: Normalized FFO adjustments |
|
31,374 |
|
|
|
40,275 |
|
|
|
|
|
68,472 |
|
|
95,808 |
|
|
Subtotal: Normalized FFO adjustments per share |
$ |
0.08 |
|
|
$ |
0.10 |
|
|
|
|
$ |
0.17 |
|
$ |
0.25 |
|
|
Normalized FFO attributable to common stockholders |
$ |
295,530 |
|
|
$ |
292,949 |
|
|
1 |
% |
|
$ |
1,206,971 |
|
$ |
1,118,576 |
|
Normalized FFO attributable to common stockholders per share |
$ |
0.73 |
|
|
$ |
0.73 |
|
|
— |
% |
|
$ |
2.99 |
|
$ |
2.90 |
|
Weighted average diluted shares |
|
403,570 |
|
|
|
403,108 |
|
|
|
|
|
403,454 |
|
|
386,304 |
|
|
|
|
|
|
|
|
|
|
|
|||||||||
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. |
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 Nareit FFO and Normalized FFO 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 Nareit 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), Nareit 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 across 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 Nareit 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.
Nareit Funds from Operations Attributable to Common Stockholders (“Nareit FFO”)
The Company uses the
Normalized FFO
The Company defines Normalized FFO as Nareit FFO excluding the following income and expense items, without duplication: (a) transaction expenses and deal costs, including transaction, integration and severance-related costs and expenses, and amortization of intangibles, in each case net of noncontrolling interests’ share of these items and including Ventas’ share of these items from unconsolidated entities; (b) the impact of 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, derivative transactions that have non-cash mark-to-market impacts on the Company’s income statement and non-cash charges related to leases; (d) the financial impact of contingent consideration; (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 items related to unconsolidated entities; (g) net expenses or recoveries related to materially disruptive events; and (h) other items set forth in the Normalized FFO reconciliation included herein.
Nareit FFO and Normalized FFO 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. Nareit FFO and Normalized FFO 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, Nareit FFO and Normalized FFO should be examined in conjunction with net income attributable to common stockholders as presented elsewhere herein.
NON-GAAP FINANCIAL MEASURES RECONCILIATION Full Year 2023 Guidance1 Net Income and FFO Attributable to Common Stockholders (In millions, except per share amounts; dollars in USD; totals may not sum due to rounding; unaudited) |
||||||||
|
|
FY 2023 |
|
FY 2023 - Per Share |
||||
|
|
Low |
|
High |
|
Low |
|
High |
|
|
|
|
|
|
|
|
|
Net income attributable to common stockholders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization adjustments |
|
1,122 |
|
1,130 |
|
2.78 |
|
2.80 |
Gain on real estate dispositions |
|
(5) |
|
(13) |
|
(0.01) |
|
(0.03) |
Other adjustments2 |
|
— |
|
— |
|
0.00 |
|
0.00 |
|
|
|
|
|
|
|
|
|
Nareit FFO attributable to common stockholders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other adjustments2 |
|
(26) |
|
(26) |
|
(0.07) |
|
(0.07) |
|
|
|
|
|
|
|
|
|
Normalized FFO attributable to common stockholders |
|
|
|
|
|
|
|
|
% Year-over-year growth |
|
|
|
|
|
( |
|
|
|
|
|
|
|
|
|
|
|
Weighted average diluted shares (in millions) |
|
404 |
|
404 |
|
|
|
|
1 Per share amounts may not add to total 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. 2 Other adjustments include the categories of adjustments presented in our “Non-GAAP Financial Measures Reconciliation – Funds From Operations Attributable to Common Stockholders (FFO)”. |
NON-GAAP FINANCIAL MEASURES RECONCILIATION Fourth Quarter 2022 Same-Store Cash NOI by Segment (Dollars in thousands USD, unless otherwise noted; totals may not sum due to rounding; unaudited) |
||||||||||||||||||||
|
|
For the Three Months Ended |
||||||||||||||||||
|
|
SHOP |
|
Office |
|
Triple-Net |
|
Non-Segment |
|
Total |
||||||||||
Net loss attributable to common stockholders |
|
|
|
|
|
|
|
|
|
$ |
(45,019 |
) |
||||||||
Adjustments: |
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest and other income |
|
|
|
|
|
|
|
|
|
|
(1,444 |
) |
||||||||
Interest expense |
|
|
|
|
|
|
|
|
|
|
123,399 |
|
||||||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
324,178 |
|
||||||||
General, administrative and professional fees |
|
|
|
|
|
|
|
|
|
|
33,540 |
|
||||||||
Transaction expenses and deal costs |
|
|
|
|
|
|
|
|
|
|
13,725 |
|
||||||||
Allowance on loans receivable and investments |
|
|
|
|
|
|
|
|
|
|
19,936 |
|
||||||||
Other |
|
|
|
|
|
|
|
|
|
|
28,180 |
|
||||||||
Income from unconsolidated entities |
|
|
|
|
|
|
|
|
|
|
(31,846 |
) |
||||||||
Gain on real estate dispositions |
|
|
|
|
|
|
|
|
|
|
(5,223 |
) |
||||||||
Income tax benefit |
|
|
|
|
|
|
|
|
|
|
(2,619 |
) |
||||||||
Net income attributable to noncontrolling interests |
|
|
|
|
|
|
|
|
|
|
1,635 |
|
||||||||
NOI |
|
$ |
152,654 |
|
|
$ |
136,731 |
|
|
$ |
143,129 |
|
|
$ |
25,928 |
|
|
$ |
458,442 |
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
||||||||||
Straight-lining of rental income |
|
|
— |
|
|
|
(2,040 |
) |
|
|
1,076 |
|
|
|
— |
|
|
|
(964 |
) |
Non-cash rental income |
|
|
— |
|
|
|
(2,537 |
) |
|
|
(12,550 |
) |
|
|
— |
|
|
|
(15,087 |
) |
NOI not included in cash NOI1 |
|
|
1,584 |
|
|
|
(260 |
) |
|
|
(756 |
) |
|
|
— |
|
|
|
568 |
|
Non-segment NOI |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(25,928 |
) |
|
|
(25,928 |
) |
Cash NOI |
|
$ |
154,238 |
|
|
$ |
131,894 |
|
|
$ |
130,899 |
|
|
$ |
— |
|
|
$ |
417,031 |
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash NOI not included in same-store |
|
|
(3,710 |
) |
|
|
(6,551 |
) |
|
|
(1,966 |
) |
|
|
— |
|
|
|
(12,227 |
) |
Same-store Cash NOI - constant currency |
|
$ |
150,528 |
|
|
$ |
125,343 |
|
|
$ |
128,933 |
|
|
$ |
— |
|
|
$ |
404,804 |
|
Percentage increase - constant currency |
|
|
19.1 |
% |
|
|
4.3 |
% |
|
|
1.8 |
% |
|
|
|
|
8.5 |
% |
|
|
For the Three Months Ended |
||||||||||||||||||
|
|
SHOP |
|
Office |
|
Triple-Net |
|
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 |
|
||||||||
NOI |
|
$ |
131,933 |
|
|
$ |
133,704 |
|
|
$ |
150,526 |
|
|
$ |
10,239 |
|
|
$ |
426,402 |
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
||||||||||
Straight-lining of rental income |
|
|
— |
|
|
|
(2,429 |
) |
|
|
(1,873 |
) |
|
|
— |
|
|
|
(4,302 |
) |
Non-cash rental income |
|
|
— |
|
|
|
(5,482 |
) |
|
|
(11,705 |
) |
|
|
— |
|
|
|
(17,187 |
) |
NOI not included in cash NOI1 |
|
|
229 |
|
|
|
(1,435 |
) |
|
|
(5,367 |
) |
|
|
— |
|
|
|
(6,573 |
) |
Non-segment NOI |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(10,239 |
) |
|
|
(10,239 |
) |
NOI impact from change in FX |
|
|
(3,076 |
) |
|
|
— |
|
|
|
(859 |
) |
|
|
— |
|
|
|
(3,935 |
) |
HHS grants received |
|
|
(1,869 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1,869 |
) |
Cash NOI |
|
$ |
127,217 |
|
|
$ |
124,358 |
|
|
$ |
130,722 |
|
|
$ |
— |
|
|
$ |
382,297 |
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash NOI not included in same-store |
|
|
(1,037 |
) |
|
|
(4,220 |
) |
|
|
(4,033 |
) |
|
|
— |
|
|
|
(9,290 |
) |
NOI impact from change in FX not in same-store |
|
|
192 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
192 |
|
Same-store Cash NOI - constant currency |
|
$ |
126,372 |
|
|
$ |
120,138 |
|
|
$ |
126,689 |
|
|
$ |
— |
|
|
$ |
373,199 |
|
1 Excludes sold assets, assets held for sale, development properties not yet operational and land parcels. |
NON-GAAP FINANCIAL MEASURES RECONCILIATION Full Year 2022 Same-Store Cash NOI by Segment (Dollars in thousands USD, unless otherwise noted; totals may not sum due to rounding; unaudited) |
||||||||||||||||||||
|
|
For the Year Ended |
||||||||||||||||||
|
|
SHOP |
|
Office |
|
Triple-Net |
|
Non-Segment |
|
Total |
||||||||||
Net loss attributable to common stockholders |
|
|
|
|
|
|
|
|
|
$ |
(47,447 |
) |
||||||||
Adjustments: |
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest and other income |
|
|
|
|
|
|
|
|
|
|
(3,635 |
) |
||||||||
Interest expense |
|
|
|
|
|
|
|
|
|
|
467,557 |
|
||||||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
1,197,798 |
|
||||||||
General, administrative and professional fees |
|
|
|
|
|
|
|
|
|
|
144,874 |
|
||||||||
Loss on extinguishment of debt, net |
|
|
|
|
|
|
|
|
|
|
581 |
|
||||||||
Transaction expenses and deal costs |
|
|
|
|
|
|
|
|
|
|
51,577 |
|
||||||||
Allowance on loans receivable and investments |
|
|
|
|
|
|
|
|
|
|
19,757 |
|
||||||||
Other |
|
|
|
|
|
|
|
|
|
|
58,268 |
|
||||||||
Income from unconsolidated entities |
|
|
|
|
|
|
|
|
|
|
(28,500 |
) |
||||||||
Gain on real estate dispositions |
|
|
|
|
|
|
|
|
|
|
(7,780 |
) |
||||||||
Income tax benefit |
|
|
|
|
|
|
|
|
|
|
(16,926 |
) |
||||||||
Net income attributable to noncontrolling interests |
|
|
|
|
|
|
|
|
|
|
6,516 |
|
||||||||
NOI |
|
$ |
647,466 |
|
|
$ |
546,604 |
|
|
$ |
582,853 |
|
|
$ |
65,717 |
|
|
$ |
1,842,640 |
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
||||||||||
Straight-lining of rental income |
|
|
— |
|
|
|
(9,499 |
) |
|
|
(1,595 |
) |
|
|
— |
|
|
|
(11,094 |
) |
Non-cash rental income |
|
|
— |
|
|
|
(14,359 |
) |
|
|
(49,229 |
) |
|
|
— |
|
|
|
(63,588 |
) |
NOI not included in cash NOI1 |
|
|
4,382 |
|
|
|
(1,622 |
) |
|
|
(7,435 |
) |
|
|
— |
|
|
|
(4,675 |
) |
Non-segment NOI |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(65,717 |
) |
|
|
(65,717 |
) |
HHS grants received |
|
|
(53,070 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(53,070 |
) |
Cash NOI |
|
$ |
598,778 |
|
|
$ |
521,124 |
|
|
$ |
524,594 |
|
|
$ |
— |
|
|
$ |
1,644,496 |
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash NOI not included in same-store |
|
|
(135,852 |
) |
|
|
(26,021 |
) |
|
|
(6,161 |
) |
|
|
— |
|
|
|
(168,034 |
) |
Same-store Cash NOI - constant currency |
|
$ |
462,926 |
|
|
$ |
495,103 |
|
|
$ |
518,433 |
|
|
$ |
— |
|
|
$ |
1,476,462 |
|
Percentage increase - constant currency |
|
|
13.4 |
% |
|
|
3.8 |
% |
|
|
2.4 |
% |
|
|
|
|
6.1 |
% |
|
|
For the Year Ended |
||||||||||||||||||
|
|
SHOP |
|
Office |
|
Triple-Net |
|
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 |
|
||||||||
NOI |
|
$ |
458,273 |
|
|
$ |
543,882 |
|
|
$ |
638,488 |
|
|
$ |
84,058 |
|
|
$ |
1,724,701 |
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
||||||||||
Straight-lining of rental income |
|
|
— |
|
|
|
(7,654 |
) |
|
|
(7,382 |
) |
|
|
— |
|
|
|
(15,036 |
) |
Non-cash rental income |
|
|
— |
|
|
|
(17,898 |
) |
|
|
(47,225 |
) |
|
|
— |
|
|
|
(65,123 |
) |
Cash modification/termination fees |
|
|
— |
|
|
|
12,037 |
|
|
|
— |
|
|
|
— |
|
|
|
12,037 |
|
Non-cash impact of lease termination |
|
|
— |
|
|
|
— |
|
|
|
(22,309 |
) |
|
|
— |
|
|
|
(22,309 |
) |
NOI not included in cash NOI1 |
|
|
2,297 |
|
|
|
(27,631 |
) |
|
|
(36,294 |
) |
|
|
— |
|
|
|
(61,628 |
) |
Non-segment NOI |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(84,058 |
) |
|
|
(84,058 |
) |
NOI impact from change in FX |
|
|
(6,316 |
) |
|
|
— |
|
|
|
(2,734 |
) |
|
|
— |
|
|
|
(9,050 |
) |
HHS grants received |
|
|
(15,427 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(15,427 |
) |
Cash NOI |
|
$ |
438,827 |
|
|
$ |
502,736 |
|
|
$ |
522,544 |
|
|
$ |
— |
|
|
$ |
1,464,107 |
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash termination fees not in same-store |
|
|
— |
|
|
|
(12,037 |
) |
|
|
— |
|
|
|
— |
|
|
|
(12,037 |
) |
Cash NOI not included in same-store |
|
|
(31,122 |
) |
|
|
(13,809 |
) |
|
|
(16,085 |
) |
|
|
— |
|
|
|
(61,016 |
) |
NOI impact from change in FX not in same-store |
|
|
429 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
429 |
|
Same-store Cash NOI - constant currency |
|
$ |
408,134 |
|
|
$ |
476,890 |
|
|
$ |
506,459 |
|
|
$ |
— |
|
|
$ |
1,391,483 |
|
1 Excludes sold assets, assets held for sale, development properties not yet operational and land parcels. |
NON-GAAP FINANCIAL MEASURES RECONCILIATION Net Debt to Adjusted Pro Forma EBITDA (Dollars in thousands USD; totals may not sum due to rounding; unaudited) |
||||||||||||
|
|
For the Year Ended |
|
For the Three Months Ended |
||||||||
|
|
|
|
|
|
|
||||||
Net (loss) income attributable to common stockholders |
|
$ |
(47,447 |
) |
|
$ |
(45,019 |
) |
|
$ |
1,256 |
|
Adjustments: |
|
|
|
|
|
|
||||||
Interest |
|
|
467,557 |
|
|
|
123,399 |
|
|
|
119,413 |
|
Loss on extinguishment of debt, net |
|
|
581 |
|
|
|
— |
|
|
|
574 |
|
Taxes (including tax amounts in general, administrative and professional fees) |
|
|
(11,863 |
) |
|
|
(1,619 |
) |
|
|
(5,067 |
) |
Depreciation and amortization |
|
|
1,197,798 |
|
|
|
324,178 |
|
|
|
301,481 |
|
Non-cash stock-based compensation expense |
|
|
30,714 |
|
|
|
1,929 |
|
|
|
6,185 |
|
Transaction expenses and deal costs |
|
|
51,577 |
|
|
|
13,725 |
|
|
|
4,782 |
|
Net income attributable to noncontrolling interests, adjusted for partners’ share of consolidated entity EBITDA |
|
|
(24,947 |
) |
|
|
(6,557 |
) |
|
|
(5,014 |
) |
Loss (income) from unconsolidated entities, adjusted for Ventas’ share of EBITDA from unconsolidated entities |
|
|
47,873 |
|
|
|
(7,317 |
) |
|
|
18,664 |
|
Gain on real estate dispositions |
|
|
(7,780 |
) |
|
|
(5,223 |
) |
|
|
(136 |
) |
Unrealized foreign currency loss (gain) |
|
|
326 |
|
|
|
(537 |
) |
|
|
416 |
|
Change in fair value of financial instruments |
|
|
23,615 |
|
|
|
14,192 |
|
|
|
1,419 |
|
Materially disruptive events, net |
|
|
12,451 |
|
|
|
11,106 |
|
|
|
1,966 |
|
Allowance on loan investments and impairment of unconsolidated entities, net of noncontrolling interest |
|
|
23,912 |
|
|
|
24,087 |
|
|
|
(61 |
) |
Adjusted EBITDA |
|
$ |
1,764,367 |
|
|
$ |
446,344 |
|
|
$ |
445,878 |
|
Adjustment for current period activity |
|
|
9,869 |
|
|
|
(3,044 |
) |
|
|
(1,307 |
) |
Adjusted Pro Forma EBITDA |
|
$ |
1,774,236 |
|
|
$ |
443,300 |
|
|
$ |
444,571 |
|
|
|
|
|
|
|
|
||||||
Adjusted Pro Forma EBITDA annualized |
|
$ |
1,774,236 |
|
|
$ |
1,773,200 |
|
|
$ |
1,778,284 |
|
|
|
|
|
|
|
|
||||||
Total debt |
|
$ |
12,296,780 |
|
|
$ |
12,296,780 |
|
|
$ |
12,210,984 |
|
Cash |
|
|
(122,564 |
) |
|
|
(122,564 |
) |
|
|
(145,146 |
) |
Restricted cash pertaining to debt |
|
|
(25,958 |
) |
|
|
(25,958 |
) |
|
|
(26,401 |
) |
Partners’ share of consolidated debt |
|
|
(279,013 |
) |
|
|
(279,013 |
) |
|
|
(274,203 |
) |
Ventas’ share of unconsolidated debt |
|
|
454,376 |
|
|
|
454,376 |
|
|
|
431,810 |
|
Net debt |
|
$ |
12,323,621 |
|
|
$ |
12,323,621 |
|
|
$ |
12,197,044 |
|
|
|
|
|
|
|
|
||||||
Net debt to Adjusted Pro Forma EBITDA |
|
6.9 x |
|
6.9 x |
|
6.9 x |
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.
Adjusted EBITDA
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 (a) gains or losses on extinguishment of debt; (b) noncontrolling interests’ share of adjusted EBITDA; (c) transaction expenses and deal costs; (d) net gains or losses on real estate activity; (e) gains or losses on re-measurement of equity interest upon acquisition; (f) changes in the fair value of financial instruments; (g) unrealized foreign currency gains or losses; (h) net expenses or recoveries related to materially disruptive events; and (i) non-cash charges related to leases, and including (x) Ventas’ share of adjusted EBITDA from unconsolidated entities and (y) the impact of other items set forth in the Adjusted EBITDA reconciliation included herein.
Adjusted Pro Forma EBITDA
Adjusted Pro Forma EBITDA considers the pro forma effect on Adjusted EBITDA of transactions and events that were completed during the period, as if the transaction or event had been consummated at the beginning of the relevant period and considers any other incremental items set forth in the Adjusted Pro Forma EBITDA reconciliation included herein.
The Company considers NOI and 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.
NOI
The Company defines NOI as total revenues, less interest and other income, property-level operating expenses and third party capital management expenses.
Cash NOI
The Company defines Cash NOI as NOI for its reportable business segments (i.e., SHOP, Office and Triple-Net), determined on a Constant Currency basis, excluding the impact of, without duplication (i) non-cash items such as straight-line rent and the amortization of lease intangibles, (ii) sold assets, assets held for sale, development properties not yet operational and land parcels and (iii) other items set forth in the Cash NOI reconciliation included herein. In certain cases, results may be adjusted to reflect the receipt of cash payments, fees, and other consideration that is not fully recognized as NOI in the period.
Same-store
The Company defines same-store as properties owned, consolidated and operational for the full period in both comparison periods and that 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 segment performance. Newly acquired development properties and recently developed or redeveloped properties in the Company’s SHOP reportable business segment 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 operations and triple-net leased properties reportable business segments, 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 NOI, 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 SHOP and triple-net leased properties reportable business segments, 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.
Constant Currency
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.
View source version on businesswire.com: https://www.businesswire.com/news/home/20230209005645/en/
BJ Grant
(877) 4-VENTAS
Source:
FAQ
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