Ventas Reports 2022 Second Quarter Results
Ventas, Inc. (NYSE: VTR) announced its Q2 2022 results, reporting a per-share Attributable Net Income (Loss) of ($0.11) and Normalized Funds from Operations (FFO) of $0.72. The company achieved a 3.5% year-over-year growth in same-store cash Net Operating Income (NOI), with the Senior Housing Operating Portfolio (SHOP) segment growing nearly 9%. The company anticipates continued growth in Q3 2022, bolstered by HHS grants and strong demand in its SHOP segment. Ventas also reported $1.3 billion in investments year-to-date, with notable projects underway in partnership with major research institutions.
- Q2 2022 same-store cash NOI growth of 3.5%.
- SHOP segment growth of nearly 9% driven by over 10% revenue growth.
- Continued investment momentum with $1.3 billion in activity year-to-date.
- Increased occupancy rate to 83.7%, up 390 basis points year-over-year.
- Attributable Net Income (Loss) per share decreased by $0.34 year-over-year.
- Nareit FFO decreased 23.1% year-over-year.
- Operating expenses grew 11% year-over-year due to inflationary pressures.
Second Quarter 2022 Highlights
-
Net Income (Loss) Attributable to Common Stockholders (“Attributable Net Income (Loss)”) per share of (
)$0.11 -
Normalized Funds from Operations* (“Normalized FFO”) per share of
$0.72 -
Total Company year-over-year same-store cash Net Operating Income* (“NOI”) growth of3.5% , above the high end of the guidance range -
Senior Housing Operating Portfolio (“SHOP”) segment year-over-year same-store cash NOI* growth of nearly
9% , at the high end of the guidance range, driven by same-store revenue growth exceeding10%
*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.
CEO Remarks
“Ventas delivered strong results in the second quarter of 2022, with business performance at the high end of our expectations. We drove attractive year-over-year top and bottom-line growth in our SHOP portfolio, which benefitted from strong demand and expanding pricing power, offsetting anticipated expense growth caused by broad inflationary pressures,” said
“In the third quarter of 2022, we are again projecting that our earnings will benefit from outstanding year-over-year growth in our SHOP segment. Third quarter earnings will also reflect the benefit of HHS grants received during the quarter.
“We continue to find compelling investment opportunities, with
“We believe Ventas is in an advantaged position to deliver value in a dynamic business environment because of our high quality, diversified portfolio and our differentiated industry insights and deep experience,” Cafaro concluded.
Second Quarter 2022 Enterprise Results
For the second quarter 2022, reported per share results were:
|
Quarter Ended |
|||
|
20222 |
20211 |
$ Change |
% Change |
Attributable Net Income (Loss) |
( |
|
( |
n/a |
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. |
1 |
The 2Q21 period included a benefit of |
2 |
The 2Q22 period includes a non-cash mark to market charge of ( |
Second Quarter 2022 Property Results
|
|
2Q22 (Quarterly Pools) Year-Over-Year Same-Store Cash NOI* Growth |
|
Business Segment |
|
Properties |
% Growth |
SHOP |
|
321 |
|
Office |
|
331 |
|
Triple-Net |
|
330 |
( |
|
|
982 |
|
* |
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. |
SHOP Portfolio (
SHOP year-over-year same-store (321 assets) cash NOI growth of nearly
-
Same-store SHOP revenue in the second quarter grew year-over-year by over
10% due to positive trends in occupancy and accelerating RevPOR growth. -
Same-store average occupancy grew year-over-year by 390 basis points to
83.7% in the second quarter 2022, in-line with the guidance of 400 basis points. Robust demand continued a trend of positive net move-ins each month in the second quarter. -
Same-store RevPOR increased by
5% versus the prior year, the largest increase in the past decade, driven by growth in base rent and care pricing, and re-leasing spreads that continue to trend favorably and ended the quarter at nearly flat. -
Operating expenses were consistent with the Company’s guidance. Year-over-year same-store operating expenses grew
11% , driven by continued macro inflationary impacts throughout the quarter on labor, utilities and other operating expenses. - Resident confirmed COVID-19 cases and employee absences due to COVID-19 increased during the quarter. The increase in COVID-19 cases affected move-ins and staffing at certain communities.
-
On a sequential basis, SHOP same-store (536 assets) cash NOI outperformed pre-COVID seasonal trends, and grew over
6% , led by 70 basis points of occupancy growth and strong performance across the portfolio. Net hiring improved, and contract labor costs declined, modestly from the first quarter 2022. Cash NOI margins also increased sequentially by 110 basis points to23.0% in the second quarter 2022.
Office Portfolio (
-
Office year-over-year same-store cash NOI increased by
3.2% , above the high end of the Company’s guidance range, driven by contractual escalators, strong retention, new leasing and favorable expense controls.
Triple-Net Portfolio (
-
Triple-Net year-over-year same-store cash NOI decreased by (
0.6% ), better than the high end of the Company’s guidance range, driven by the previously communicated lease resolutions with several smaller senior housing triple-net tenants who were materially affected by the COVID-19 pandemic.
Select Investment Activity
-
Ventas continues to expand its advantaged university-based life science, research & innovation (“R&I”) platform by committing to additional attractive development projects that will generate future growth. Ventas has
of life science, R&I developments in progress, including two exciting new projects announced today. These new projects demonstrate Ventas’s ability to leverage strong relationships with the nation’s leaders in research, medicine and higher education to execute on high-quality, large-scale transactions:$1.6 billion -
Atrium Health/Wake Forest University School of Medicine : Ventas, together with JV partnersWexford and Atrium Health , expect to break ground on a new 637k square foot development (the “Pearl Project”) inCharlotte, North Carolina , one of the fastest growing cities in theU.S. The Pearl Project will include research, lab, medical and academic uses and is ~70% pre-leased to Aa3 rated non-profit health systemAtrium Health and toWake Forest University School of Medicine .The Pearl Project has an expected completion date of 2025 and is expected to achieve a7.5% GAAP yield upon stabilization on estimated project costs of .$0.4 billion -
Atrium Health is an integrated, non-profit health system and, following the completion of its announced merger withAdvocate Aurora Health , will be among the Top 10 largest health systems in theU.S. with nearly 70 hospitals and in annual revenue.$27 billion Wake Forest University School of Medicine is one of the top ranked medical schools in theU.S. and is expected to become the academic core of the combinedAtrium Health system inCharlotte . -
IRCAD, the renowned training institute in advanced surgical techniques and robotics for world-class surgeons, plans to open its exclusive North American headquarters in the
Pearl Project via a public-private partnership withAtrium Health .
-
-
University of Washington : Ventas andWexford have been selected by theUniversity of Washington to develop a project exceeding 300k square feet inSeattle anchored by theUniversity of Washington and designated as itsCenter for Advanced Materials and Clean Energy Testbeds . TheUniversity of Washington is a world-class research university, receiving more federal research funding than any otherU.S. public university.Seattle is the nation’s #6 ranked life science market. The building is expected to support a planned mix of research programming in clean energy, medicine and life science.
-
-
In July, Ventas delivered the
Drexel University Health Science Building , a100% -leased, 450k square foot development in Philadelphia’s renowned University City submarket.Drexel University Health Science Building , which was developed in collaboration with Ventas and its strategic partnerWexford , was delivered on-budget and ahead of schedule. The project is within Ventas’s institutional third-party capital management platform (VIM), with GIC as a partner. The project is expected to generate an attractive cash and GAAP yield of7% and10% , respectively. -
The Company expects to acquire a newly developed 88-unit Class A assisted living and memory care community in the
Charlotte, NC MSA for at an attractive in-place yield of nearly$33 million 6% . Favorable local market dynamics, including attractive demographics and limited existing or new competition, underpin the community’s strong occupancy and financial performance. The current manager, a well-regarded regional operator, will continue to manage the community. -
Additionally, the
Ventas Life Science and Healthcare Real Estate Fund, LP (the “Fund”) continued its momentum in identifying attractive core investments and successfully generating strong returns for investment partners. In the second quarter, the Fund acquired a high-quality medical office building leased to leadingPortland, Oregon healthcare providerLegacy Health System for . This off-market transaction was acquired at an attractive expected GAAP yield of$53 million 5.7% . In just two years since inception, the Fund now has over in assets under management across 12 properties principally in life science and ranks among the most successful fund launches in the real estate space.$3 billion
Financial Strength and Flexibility
-
During and subsequent to the second quarter of 2022, Ventas strengthened its liquidity and debt maturity profile, received positive credit rating actions and enjoyed a strong financial position:
-
Three credit rating agencies –
S&P Global Ratings , Fitch Ratings and Moody’s – took positive actions regarding Ventas’s credit. The agencies attributed their actions to the sustained SHOP recovery that is underway, the durable cashflows from our diversified portfolio and Ventas’s commitment to a strong financial position. S&P and Fitch reaffirmed Ventas’s BBB+ investment grade credit rating and Moody’s reaffirmed Ventas’s Baa1 investment grade credit rating, and all three rating agencies improved their outlook for Ventas to Stable. -
In June, Ventas extended its debt duration and committed capital at more attractive pricing by refinancing an existing
term loan maturing in 2023 with a new$200 million term loan facility that matures in 2027. The new term loan was supported by twenty lending relationships.$500 million -
Key financial statistics at quarter-end include:
-
quarter-end liquidity$2.5 billion -
Weighted average cost of debt of
3.5% with a total weighted average maturity of 6 years -
89% of consolidated debt outstanding is at fixed rates - Limited total enterprise debt maturities through year-end 2024
-
-
Three credit rating agencies –
Corporate Leadership
-
Women Corporate Directors (“WCD”) announced that
Debra A. Cafaro , Ventas Chairman and CEO, will receive its annual Visionary Award for Strategic Leadership. Through this award, WCD identifies women CEOs or board chairs who demonstrate leadership through innovation, board and management team diversity and the successful pursuit of long-term strategic growth, while developing programs to mentor and promote female employees and playing a role in their community.
Third Quarter 2022 Guidance
The Company currently expects to report third quarter 2022 Attributable Net Income (Loss), Nareit FFO and Normalized FFO per share within the following ranges, which include
|
|
3Q22 Guidance |
||
|
|
Per Share |
||
|
|
Low |
|
High |
|
|
|
|
|
Attributable Net Income (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. |
Third quarter 2022 same-store cash NOI growth guidance ranges are as follows, with the SHOP same-store cash NOI outlook excluding the benefit of the HHS grants:
|
|
3Q22 Guidance: Same-Store Cash NOI* Growth |
||
|
|
(vs. 3Q21, Quarterly Pools) |
||
|
|
Percentage Change |
||
Business Segment |
|
Low |
|
High |
SHOP |
|
|
- |
|
Office |
|
|
- |
|
Triple-Net |
|
( |
- |
|
|
|
|
- |
|
* |
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. |
Key assumptions underlying the third quarter 2022 guidance include:
-
SHOP: SHOP same-store cash NOI is expected to grow in the range of
9% to15% year-over-year. Ventas anticipates year-over-year revenue growth of approximately8% at the midpoint of the same-store cash NOI guidance range, driven by the expected combination of 250 to 300 basis points of occupancy growth and improved rates. Year-over-year revenue growth is expected to be partially mitigated by continued broad inflationary expense pressure. Sequential SHOP cash NOI is expected to outperform pre-pandemic seasonal patterns. SHOP same-store cash NOI results and guidance do not include the benefit of the HHS grants in any period. - Office: Same-store cash NOI growth year-over-year is expected to be driven by contractual escalators and new leasing partially offset by expense growth and frictional vacancy in R&I.
- Triple-Net: Same-store cash NOI growth year-over-year is driven by previously announced lease resolutions with senior housing triple-net tenants who were materially affected by the COVID-19 pandemic. Ventas expects to receive the benefit of upward future performance in its assets over time through revenue- or NOI-based payments.
-
HHS grants: In the third quarter 2022, to date, the Company has received approximately
of HHS grants. The Company’s guidance assumes that no additional HHS grants are received during the quarter.$20 million -
Interest Rates and Foreign Exchange: Rising interest rates on floating rate debt and a strengthening
U.S. Dollar are expected to reduce Normalized FFO by approximately ( ) per share in the third quarter versus the second quarter 2022.$0.02 -
General and Administrative Expenses: The Normalized FFO impact of third quarter general and administrative expenses is expected to range from approximately
to$36 million .$38 million - Transactions: The guidance does not assume any new or unannounced material acquisitions or capital markets activities.
-
Dispositions: Disposition proceeds of
are anticipated in the second half of 2022.$100 million - The guidance assumes no material changes in the impact of COVID-19 on the Company’s business. The trajectory and future impact of COVID-19 on various aspects of the business remain highly uncertain and may change rapidly.
Please see below for further discussion and our definitions of non-GAAP measures along with reconciliations to the most directly comparable GAAP measure. Ventas will provide additional detail regarding its third quarter outlook and assumptions on the second quarter 2022 conference call.
Investor Presentation
A second quarter business update 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 second 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 any reference into, and is not part of, this document.
Second Quarter 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 “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. You are urged 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 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, and effectively integrate, our acquisitions and investments, including our acquisition of
CONSOLIDATED BALANCE SHEETS |
|||||||
(In thousands, except per share amounts; dollars in USD; unaudited) |
|||||||
|
|
|
|
||||
|
|
|
|
||||
|
|
2022 |
|
|
|
2021 |
|
Assets |
|
|
|
||||
Real estate investments: |
|
|
|
||||
Land and improvements |
$ |
2,444,519 |
|
|
$ |
2,432,065 |
|
Buildings and improvements |
|
26,186,712 |
|
|
|
25,778,490 |
|
Construction in progress |
|
251,300 |
|
|
|
269,315 |
|
Acquired lease intangibles |
|
1,361,671 |
|
|
|
1,369,747 |
|
Operating lease assets |
|
315,896 |
|
|
|
317,858 |
|
|
|
30,560,098 |
|
|
|
30,167,475 |
|
Accumulated depreciation and amortization |
|
(8,834,315 |
) |
|
|
(8,350,637 |
) |
Net real estate property |
|
21,725,783 |
|
|
|
21,816,838 |
|
Secured loans receivable and investments, net |
|
529,630 |
|
|
|
530,126 |
|
Investments in unconsolidated real estate entities |
|
533,705 |
|
|
|
523,465 |
|
Net real estate investments |
|
22,789,118 |
|
|
|
22,870,429 |
|
Cash and cash equivalents |
|
127,073 |
|
|
|
149,725 |
|
Escrow deposits and restricted cash |
|
48,958 |
|
|
|
46,872 |
|
|
|
1,044,509 |
|
|
|
1,046,140 |
|
Assets held for sale |
|
31,768 |
|
|
|
28,399 |
|
Deferred income tax assets, net |
|
11,152 |
|
|
|
11,152 |
|
Other assets |
|
575,577 |
|
|
|
565,069 |
|
Total assets |
$ |
24,628,155 |
|
|
$ |
24,717,786 |
|
Liabilities and equity |
|
|
|
||||
Liabilities: |
|
|
|
||||
Senior notes payable and other debt |
$ |
12,328,140 |
|
|
$ |
12,027,544 |
|
Accrued interest |
|
104,419 |
|
|
|
106,602 |
|
Operating lease liabilities |
|
194,241 |
|
|
|
197,234 |
|
Accounts payable and other liabilities |
|
1,062,935 |
|
|
|
1,090,254 |
|
Liabilities related to assets held for sale |
|
5,871 |
|
|
|
10,850 |
|
Deferred income tax liabilities |
|
46,613 |
|
|
|
59,259 |
|
Total liabilities |
|
13,742,219 |
|
|
|
13,491,743 |
|
Redeemable OP unitholder and noncontrolling interests |
|
282,542 |
|
|
|
280,283 |
|
Commitments and contingencies |
|
|
|
||||
Equity: |
|
|
|
||||
Ventas stockholders’ equity: |
|
|
|
||||
Preferred stock, |
|
— |
|
|
|
— |
|
Common stock, |
|
99,913 |
|
|
|
99,838 |
|
Capital in excess of par value |
|
15,514,015 |
|
|
|
15,498,956 |
|
Accumulated other comprehensive loss |
|
(56,355 |
) |
|
|
(64,520 |
) |
Retained earnings (deficit) |
|
(5,044,569 |
) |
|
|
(4,679,889 |
) |
|
|
(408 |
) |
|
|
— |
|
Total Ventas stockholders’ equity |
|
10,512,596 |
|
|
|
10,854,385 |
|
Noncontrolling interests |
|
90,798 |
|
|
|
91,375 |
|
Total equity |
|
10,603,394 |
|
|
|
10,945,760 |
|
Total liabilities and equity |
$ |
24,628,155 |
|
|
$ |
24,717,786 |
|
CONSOLIDATED STATEMENTS OF INCOME |
|||||||||||||||
(In thousands, except per share amounts; dollars in USD; unaudited) |
|||||||||||||||
|
|
|
|
|
|
|
|
||||||||
|
For the Three Months Ended
|
|
For the Six Months Ended
|
||||||||||||
|
|
2022 |
|
|
|
2021 |
|
|
|
2022 |
|
|
|
2021 |
|
Revenues |
|
|
|
|
|
|
|
||||||||
Rental income: |
|
|
|
|
|
|
|
||||||||
Triple-net leased |
$ |
149,397 |
|
|
$ |
159,223 |
|
|
$ |
300,958 |
|
|
$ |
319,108 |
|
Office |
|
199,241 |
|
|
|
200,388 |
|
|
|
399,781 |
|
|
|
397,843 |
|
|
|
348,638 |
|
|
|
359,611 |
|
|
|
700,739 |
|
|
|
716,951 |
|
Resident fees and services |
|
658,056 |
|
|
|
535,952 |
|
|
|
1,309,177 |
|
|
|
1,064,602 |
|
Office building and other services revenue |
|
4,326 |
|
|
|
5,381 |
|
|
|
8,275 |
|
|
|
10,331 |
|
Income from loans and investments |
|
10,752 |
|
|
|
17,665 |
|
|
|
20,599 |
|
|
|
36,675 |
|
Interest and other income |
|
1,166 |
|
|
|
585 |
|
|
|
1,702 |
|
|
|
926 |
|
Total revenues |
|
1,022,938 |
|
|
|
919,194 |
|
|
|
2,040,492 |
|
|
|
1,829,485 |
|
Expenses |
|
|
|
|
|
|
|
||||||||
Interest |
|
113,951 |
|
|
|
110,051 |
|
|
|
224,745 |
|
|
|
220,818 |
|
Depreciation and amortization |
|
283,075 |
|
|
|
250,700 |
|
|
|
572,139 |
|
|
|
564,848 |
|
Property-level operating expenses: |
|
|
|
|
|
|
|
||||||||
Senior housing |
|
507,446 |
|
|
|
424,813 |
|
|
|
982,976 |
|
|
|
842,642 |
|
Office |
|
63,328 |
|
|
|
64,950 |
|
|
|
126,511 |
|
|
|
128,896 |
|
Triple-net leased |
|
3,585 |
|
|
|
4,432 |
|
|
|
7,593 |
|
|
|
9,257 |
|
|
|
574,359 |
|
|
|
494,195 |
|
|
|
1,117,080 |
|
|
|
980,795 |
|
Office building and other services costs |
|
1,410 |
|
|
|
658 |
|
|
|
2,723 |
|
|
|
1,276 |
|
General, administrative and professional fees |
|
32,915 |
|
|
|
30,588 |
|
|
|
75,913 |
|
|
|
70,897 |
|
Loss (gain) on extinguishment of debt, net |
|
7 |
|
|
|
(74 |
) |
|
|
7 |
|
|
|
27,016 |
|
Transaction expenses and deal costs |
|
13,078 |
|
|
|
721 |
|
|
|
33,070 |
|
|
|
5,338 |
|
Allowance on loans receivable and investments |
|
(62 |
) |
|
|
(59 |
) |
|
|
(116 |
) |
|
|
(8,961 |
) |
Other |
|
48,116 |
|
|
|
(13,490 |
) |
|
|
20,926 |
|
|
|
(22,918 |
) |
Total expenses |
|
1,066,849 |
|
|
|
873,290 |
|
|
|
2,046,487 |
|
|
|
1,839,109 |
|
(Loss) income before unconsolidated entities, real estate dispositions, income taxes and noncontrolling interests |
|
(43,911 |
) |
|
|
45,904 |
|
|
|
(5,995 |
) |
|
|
(9,624 |
) |
(Loss) income from unconsolidated entities |
|
(1,047 |
) |
|
|
4,767 |
|
|
|
(5,316 |
) |
|
|
4,517 |
|
(Loss) gain on real estate dispositions |
|
(34 |
) |
|
|
41,258 |
|
|
|
2,421 |
|
|
|
43,791 |
|
Income tax benefit (expense) |
|
3,790 |
|
|
|
(3,641 |
) |
|
|
8,280 |
|
|
|
(5,794 |
) |
(Loss) income from continuing operations |
|
(41,202 |
) |
|
|
88,288 |
|
|
|
(610 |
) |
|
|
32,890 |
|
Net (loss) income |
|
(41,202 |
) |
|
|
88,288 |
|
|
|
(610 |
) |
|
|
32,890 |
|
Net income attributable to noncontrolling interests |
|
1,214 |
|
|
|
1,897 |
|
|
|
3,074 |
|
|
|
3,708 |
|
Net (loss) income attributable to common stockholders |
$ |
(42,416 |
) |
|
$ |
86,391 |
|
|
$ |
(3,684 |
) |
|
$ |
29,182 |
|
Earnings per common share |
|
|
|
|
|
|
|
||||||||
Basic: |
|
|
|
|
|
|
|
||||||||
(Loss) income from continuing operations |
$ |
(0.10 |
) |
|
$ |
0.24 |
|
|
$ |
— |
|
|
$ |
0.09 |
|
Net (loss) income attributable to common stockholders |
|
(0.11 |
) |
|
|
0.23 |
|
|
|
(0.01 |
) |
|
|
0.08 |
|
Diluted:1 |
|
|
|
|
|
|
|
||||||||
(Loss) income from continuing operations |
$ |
(0.10 |
) |
|
$ |
0.23 |
|
|
$ |
— |
|
|
$ |
0.09 |
|
Net (loss) income attributable to common stockholders |
|
(0.11 |
) |
|
|
0.23 |
|
|
|
(0.01 |
) |
|
|
0.08 |
|
Weighted average shares used in computing earnings per common share |
|
|
|
|
|
|
|
||||||||
Basic |
|
399,592 |
|
|
|
375,067 |
|
|
|
399,445 |
|
|
|
374,869 |
|
Diluted |
|
403,526 |
|
|
|
378,408 |
|
|
|
403,393 |
|
|
|
378,161 |
|
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) |
||||||||||
|
|
|
|
|
|
|||||
|
|
|
|
|
Q2 YoY |
|||||
|
|
2022 |
|
|
|
2021 |
|
|
Change |
|
|
Q2 |
|
Q2 |
|
’22-’21 |
|||||
Net (loss) income attributable to common stockholders |
$ |
(42,416 |
) |
|
$ |
86,391 |
|
|
(149 |
%) |
Net (loss) income attributable to common stockholders per share 1 |
$ |
(0.11 |
) |
|
$ |
0.23 |
|
|
N/A |
|
Adjustments: |
|
|
|
|
|
|||||
Depreciation and amortization on real estate assets |
|
282,313 |
|
|
|
249,527 |
|
|
|
|
Depreciation on real estate assets related to noncontrolling interests |
|
(4,335 |
) |
|
|
(4,678 |
) |
|
|
|
Depreciation on real estate assets related to unconsolidated entities |
|
7,621 |
|
|
|
4,615 |
|
|
|
|
Loss (gain) on real estate dispositions |
|
34 |
|
|
|
(41,258 |
) |
|
|
|
Loss on real estate dispositions related to noncontrolling interests |
|
— |
|
|
|
(7 |
) |
|
|
|
Gain on real estate dispositions related to unconsolidated entities |
|
(301 |
) |
|
|
— |
|
|
|
|
Subtotal: Nareit FFO adjustments |
|
285,332 |
|
|
|
208,199 |
|
|
|
|
Subtotal: Nareit FFO adjustments per share |
$ |
0.71 |
|
|
$ |
0.55 |
|
|
|
|
Nareit FFO attributable to common stockholders |
$ |
242,916 |
|
|
$ |
294,590 |
|
|
(18 |
%) |
Nareit FFO attributable to common stockholders per share |
$ |
0.60 |
|
|
$ |
0.78 |
|
|
(23 |
%) |
|
|
|
|
|
|
|||||
Adjustments: |
|
|
|
|
|
|||||
Change in fair value of financial instruments |
|
37,837 |
|
|
|
(23,211 |
) |
|
|
|
Non-cash income tax (benefit) expense |
|
(5,379 |
) |
|
|
1,166 |
|
|
|
|
Loss (gain) on extinguishment of debt, net of noncontrolling interests and including Ventas’ share attributable to unconsolidated entities |
|
7 |
|
|
|
(74 |
) |
|
|
|
Gain on transactions related to unconsolidated entities |
|
— |
|
|
|
(10 |
) |
|
|
|
Transaction expenses and deal costs, net of noncontrolling interests and including Ventas’ share attributable to unconsolidated entities |
|
15,027 |
|
|
|
1,769 |
|
|
|
|
Amortization of other intangibles including Ventas’ share attributable to unconsolidated entities |
|
268 |
|
|
|
116 |
|
|
|
|
Other items related to unconsolidated entities |
|
(1,285 |
) |
|
|
43 |
|
|
|
|
Non-cash impact of changes to equity plan |
|
(2,389 |
) |
|
|
(2,298 |
) |
|
|
|
Materially disruptive events, net including Ventas’ share attributable to unconsolidated entities |
|
2,074 |
|
|
|
3,128 |
|
|
|
|
Allowance on loan investments, net of noncontrolling interests |
|
(61 |
) |
|
|
(57 |
) |
|
|
|
Subtotal: Normalized FFO adjustments |
|
46,099 |
|
|
|
(19,428 |
) |
|
|
|
Subtotal: Normalized FFO adjustments per share |
$ |
0.11 |
|
|
$ |
(0.05 |
) |
|
|
|
Normalized FFO attributable to common stockholders |
$ |
289,015 |
|
|
$ |
275,162 |
|
|
5 |
% |
Normalized FFO attributable to common stockholders per share |
$ |
0.72 |
|
|
$ |
0.73 |
|
|
(1 |
%) |
Weighted average diluted shares |
|
403,526 |
|
|
|
378,408 |
|
|
|
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 Third Quarter 2022 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) |
||||||||
|
|
Q3 2022 |
|
Q3 2022 - Per Share |
||||
|
|
Low |
|
High |
|
Low |
|
High |
|
|
|
|
|
|
|
|
|
Net income attributable to common stockholders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization adjustments |
|
283 |
|
281 |
|
0.70 |
|
0.70 |
Gain on real estate dispositions |
|
— |
|
— |
|
0.00 |
|
0.00 |
Other adjustments2 |
|
— |
|
— |
|
0.00 |
|
0.00 |
|
|
|
|
|
|
|
|
|
Nareit FFO attributable to common stockholders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other adjustments2 |
|
(4) |
|
(4) |
|
(0.01) |
|
(0.01) |
|
|
|
|
|
|
|
|
|
Normalized FFO attributable to common stockholders |
|
|
|
|
|
|
|
|
% Year-over-year growth |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Memo: Net HHS grants included in above earnings measures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 Net Operating Income (NOI) and Same-Store Cash NOI by Segment (Constant Currency) (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 |
|
|
|
|
|
|
|
|
|
$ |
(42,416 |
) |
||||||||
Adjustments: |
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest and other income |
|
|
|
|
|
|
|
|
|
|
(1,166 |
) |
||||||||
Interest expense |
|
|
|
|
|
|
|
|
|
|
113,951 |
|
||||||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
283,075 |
|
||||||||
General, administrative and professional fees |
|
|
|
|
|
|
|
|
|
|
32,915 |
|
||||||||
Loss on extinguishment of debt, net |
|
|
|
|
|
|
|
|
|
|
7 |
|
||||||||
Transaction expenses and deal costs |
|
|
|
|
|
|
|
|
|
|
13,078 |
|
||||||||
Allowance on loans receivable and investments |
|
|
|
|
|
|
|
|
|
|
(62 |
) |
||||||||
Other |
|
|
|
|
|
|
|
|
|
|
48,116 |
|
||||||||
Loss from unconsolidated entities |
|
|
|
|
|
|
|
|
|
|
1,047 |
|
||||||||
Loss on real estate dispositions |
|
|
|
|
|
|
|
|
|
|
34 |
|
||||||||
Income tax benefit |
|
|
|
|
|
|
|
|
|
|
(3,790 |
) |
||||||||
Net income attributable to noncontrolling interests |
|
|
|
|
|
|
|
|
|
|
1,214 |
|
||||||||
NOI |
|
$ |
150,610 |
|
|
$ |
136,583 |
|
|
$ |
145,812 |
|
|
$ |
12,998 |
|
|
$ |
446,003 |
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
||||||||||
Straight-lining of rental income |
|
|
— |
|
|
|
(2,747 |
) |
|
|
(971 |
) |
|
|
— |
|
|
|
(3,718 |
) |
Non-cash rental income |
|
|
— |
|
|
|
(3,493 |
) |
|
|
(12,610 |
) |
|
|
— |
|
|
|
(16,103 |
) |
NOI not included in Cash NOI1 |
|
|
(317 |
) |
|
|
(576 |
) |
|
|
(197 |
) |
|
|
— |
|
|
|
(1,090 |
) |
Non-segment NOI |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(12,998 |
) |
|
|
(12,998 |
) |
Cash NOI |
|
$ |
150,293 |
|
|
$ |
129,767 |
|
|
$ |
132,034 |
|
|
$ |
— |
|
|
$ |
412,094 |
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash NOI not included in same-store |
|
|
(31,830 |
) |
|
|
(7,065 |
) |
|
|
(1,559 |
) |
|
|
— |
|
|
|
(40,454 |
) |
Same-store Cash NOI - constant currency |
|
$ |
118,463 |
|
|
$ |
122,702 |
|
|
$ |
130,475 |
|
|
$ |
— |
|
|
$ |
371,640 |
|
Percentage increase (decrease) - constant currency |
|
|
8.7 |
% |
|
|
3.2 |
% |
|
|
(0.6 |
%) |
|
|
|
|
3.5 |
% |
|
||||||||||||||||||||
|
|
For the Three Months Ended |
||||||||||||||||||
|
|
SHOP |
|
Office |
|
Triple-Net |
|
Non-Segment |
|
Total |
||||||||||
Net income attributable to common stockholders |
|
|
|
|
|
|
|
|
|
$ |
86,391 |
|
||||||||
Adjustments: |
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest and other income |
|
|
|
|
|
|
|
|
|
|
(585 |
) |
||||||||
Interest expense |
|
|
|
|
|
|
|
|
|
|
110,051 |
|
||||||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
250,700 |
|
||||||||
General, administrative and professional fees |
|
|
|
|
|
|
|
|
|
|
30,588 |
|
||||||||
Gain on extinguishment of debt, net |
|
|
|
|
|
|
|
|
|
|
(74 |
) |
||||||||
Transaction expenses and deal costs |
|
|
|
|
|
|
|
|
|
|
721 |
|
||||||||
Allowance on loans receivable and investments |
|
|
|
|
|
|
|
|
|
|
(59 |
) |
||||||||
Other |
|
|
|
|
|
|
|
|
|
|
(13,490 |
) |
||||||||
Income from unconsolidated entities |
|
|
|
|
|
|
|
|
|
|
(4,767 |
) |
||||||||
Gain on real estate dispositions |
|
|
|
|
|
|
|
|
|
|
(41,258 |
) |
||||||||
Income tax expense |
|
|
|
|
|
|
|
|
|
|
3,641 |
|
||||||||
Net income attributable to noncontrolling interests |
|
|
|
|
|
|
|
|
|
|
1,897 |
|
||||||||
NOI |
|
$ |
111,139 |
|
|
$ |
137,320 |
|
|
$ |
154,791 |
|
|
$ |
20,506 |
|
|
$ |
423,756 |
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
||||||||||
Straight-lining of rental income |
|
|
— |
|
|
|
(1,496 |
) |
|
|
(1,808 |
) |
|
|
— |
|
|
|
(3,304 |
) |
Non-cash rental income |
|
|
— |
|
|
|
(4,478 |
) |
|
|
(11,905 |
) |
|
|
— |
|
|
|
(16,383 |
) |
Cash modification/termination fees |
|
|
— |
|
|
|
12,037 |
|
|
|
— |
|
|
|
— |
|
|
|
12,037 |
|
NOI not included in Cash NOI1 |
|
|
(1,313 |
) |
|
|
(9,583 |
) |
|
|
(9,127 |
) |
|
|
— |
|
|
|
(20,023 |
) |
Non-segment NOI |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(20,506 |
) |
|
|
(20,506 |
) |
NOI impact from change in FX |
|
|
(1,687 |
) |
|
|
— |
|
|
|
(695 |
) |
|
|
— |
|
|
|
(2,382 |
) |
Cash NOI |
|
$ |
108,139 |
|
|
$ |
133,800 |
|
|
$ |
131,256 |
|
|
$ |
— |
|
|
$ |
373,195 |
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash termination fees not in same-store |
|
|
— |
|
|
|
(12,037 |
) |
|
|
— |
|
|
|
— |
|
|
|
(12,037 |
) |
Cash NOI not included in same-store |
|
|
784 |
|
|
|
(2,922 |
) |
|
|
— |
|
|
|
— |
|
|
|
(2,138 |
) |
NOI impact from change in FX not in same-store |
|
|
29 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
29 |
|
Same-store Cash NOI - constant currency |
|
$ |
108,952 |
|
|
$ |
118,841 |
|
|
$ |
131,256 |
|
|
$ |
— |
|
|
$ |
359,049 |
|
1 |
Excludes sold assets, assets held for sale, development properties not yet operational and land parcels. |
NON-GAAP FINANCIAL MEASURES RECONCILIATION Sequential Net Operating Income (NOI) and Same-Store Cash NOI by Segment (Constant Currency) (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 |
|
|
|
|
|
|
|
|
|
$ |
(42,416 |
) |
||||||||
Adjustments: |
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest and other income |
|
|
|
|
|
|
|
|
|
|
(1,166 |
) |
||||||||
Interest expense |
|
|
|
|
|
|
|
|
|
|
113,951 |
|
||||||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
283,075 |
|
||||||||
General, administrative and professional fees |
|
|
|
|
|
|
|
|
|
|
32,915 |
|
||||||||
Loss on extinguishment of debt, net |
|
|
|
|
|
|
|
|
|
|
7 |
|
||||||||
Transaction expenses and deal costs |
|
|
|
|
|
|
|
|
|
|
13,078 |
|
||||||||
Allowance on loans receivable and investments |
|
|
|
|
|
|
|
|
|
|
(62 |
) |
||||||||
Other |
|
|
|
|
|
|
|
|
|
|
48,116 |
|
||||||||
Loss from unconsolidated entities |
|
|
|
|
|
|
|
|
|
|
1,047 |
|
||||||||
Loss on real estate dispositions |
|
|
|
|
|
|
|
|
|
|
34 |
|
||||||||
Income tax benefit |
|
|
|
|
|
|
|
|
|
|
(3,790 |
) |
||||||||
Net income attributable to noncontrolling interests |
|
|
|
|
|
|
|
|
|
|
1,214 |
|
||||||||
NOI |
|
$ |
150,610 |
|
|
$ |
136,583 |
|
|
$ |
145,812 |
|
|
$ |
12,998 |
|
|
$ |
446,003 |
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
||||||||||
Straight-lining of rental income |
|
|
— |
|
|
|
(2,747 |
) |
|
|
(971 |
) |
|
|
— |
|
|
|
(3,718 |
) |
Non-cash rental income |
|
|
— |
|
|
|
(3,493 |
) |
|
|
(12,610 |
) |
|
|
— |
|
|
|
(16,103 |
) |
NOI not included in Cash NOI1 |
|
|
(317 |
) |
|
|
(576 |
) |
|
|
(197 |
) |
|
|
— |
|
|
|
(1,090 |
) |
Non-segment NOI |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(12,998 |
) |
|
|
(12,998 |
) |
Cash NOI |
|
$ |
150,293 |
|
|
$ |
129,767 |
|
|
$ |
132,034 |
|
|
$ |
— |
|
|
$ |
412,094 |
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash NOI not included in same-store |
|
|
(2,276 |
) |
|
|
(6,283 |
) |
|
|
— |
|
|
|
— |
|
|
|
(8,559 |
) |
Same-store Cash NOI - constant currency |
|
$ |
148,017 |
|
|
$ |
123,484 |
|
|
$ |
132,034 |
|
|
$ |
— |
|
|
$ |
403,535 |
|
Percentage increase (decrease) - constant currency |
|
|
6.1 |
% |
|
|
(0.6 |
%) |
|
|
(1.3 |
%) |
|
|
|
|
1.5 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
For the Three Months Ended |
||||||||||||||||||
|
|
SHOP |
|
Office |
|
Triple-Net |
|
Non-Segment |
|
Total |
||||||||||
Net income attributable to common stockholders |
|
|
|
|
|
|
|
|
|
$ |
38,732 |
|
||||||||
Adjustments: |
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest and other income |
|
|
|
|
|
|
|
|
|
|
(536 |
) |
||||||||
Interest expense |
|
|
|
|
|
|
|
|
|
|
110,794 |
|
||||||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
289,064 |
|
||||||||
General, administrative and professional fees |
|
|
|
|
|
|
|
|
|
|
42,998 |
|
||||||||
Transaction expenses and deal costs |
|
|
|
|
|
|
|
|
|
|
19,992 |
|
||||||||
Allowance on loans receivable and investments |
|
|
|
|
|
|
|
|
|
|
(54 |
) |
||||||||
Other |
|
|
|
|
|
|
|
|
|
|
(27,190 |
) |
||||||||
Loss from unconsolidated entities |
|
|
|
|
|
|
|
|
|
|
4,269 |
|
||||||||
Gain on real estate dispositions |
|
|
|
|
|
|
|
|
|
|
(2,455 |
) |
||||||||
Income tax benefit |
|
|
|
|
|
|
|
|
|
|
(4,490 |
) |
||||||||
Net income attributable to noncontrolling interests |
|
|
|
|
|
|
|
|
|
|
1,860 |
|
||||||||
NOI |
|
$ |
175,591 |
|
|
$ |
137,974 |
|
|
$ |
147,553 |
|
|
$ |
11,866 |
|
|
$ |
472,984 |
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
||||||||||
Straight-lining of rental income |
|
|
— |
|
|
|
(2,785 |
) |
|
|
(1,056 |
) |
|
|
— |
|
|
|
(3,841 |
) |
Non-cash rental income |
|
|
— |
|
|
|
(5,698 |
) |
|
|
(11,716 |
) |
|
|
— |
|
|
|
(17,414 |
) |
NOI not included in Cash NOI1 |
|
|
(654 |
) |
|
|
(564 |
) |
|
|
(538 |
) |
|
|
— |
|
|
|
(1,756 |
) |
Non-segment NOI |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(11,866 |
) |
|
|
(11,866 |
) |
NOI impact from change in FX |
|
|
(351 |
) |
|
|
— |
|
|
|
(433 |
) |
|
|
— |
|
|
|
(784 |
) |
HHS grants received |
|
|
(32,821 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(32,821 |
) |
Cash NOI |
|
$ |
141,765 |
|
|
$ |
128,927 |
|
|
$ |
133,810 |
|
|
$ |
— |
|
|
$ |
404,502 |
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash NOI not included in same-store |
|
|
(2,798 |
) |
|
|
(4,710 |
) |
|
|
— |
|
|
|
— |
|
|
|
(7,508 |
) |
HHS grants not included in same-store |
|
|
558 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
558 |
|
NOI impact from change in FX not in same-store |
|
|
13 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
13 |
|
Same-store Cash NOI - constant currency |
|
$ |
139,538 |
|
|
$ |
124,217 |
|
|
$ |
133,810 |
|
|
$ |
— |
|
|
$ |
397,565 |
|
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 Three Months
Ended |
||
Net loss attributable to common stockholders |
|
$ |
(42,416 |
) |
Adjustments: |
|
|
||
Interest |
|
|
113,951 |
|
Loss on extinguishment of debt, net |
|
|
7 |
|
Taxes (including tax amounts in general, administrative and professional fees) |
|
|
(2,032 |
) |
Depreciation and amortization |
|
|
283,075 |
|
Non-cash stock-based compensation expense |
|
|
6,805 |
|
Transaction expenses and deal costs |
|
|
13,078 |
|
Net income attributable to noncontrolling interests, adjusted for partners’ share of consolidated entity EBITDA |
|
|
(6,959 |
) |
Loss from unconsolidated entities, adjusted for Ventas’ share of EBITDA from unconsolidated entities |
|
|
17,981 |
|
Loss on real estate dispositions |
|
|
34 |
|
Unrealized foreign currency loss |
|
|
371 |
|
Change in fair value of financial instruments |
|
|
37,863 |
|
Materially disruptive events, net |
|
|
2,852 |
|
Allowance on loan investments, net of noncontrolling interests |
|
|
(60 |
) |
Adjusted EBITDA |
|
$ |
424,550 |
|
Adjustment for current period activity |
|
|
(1,394 |
) |
Adjusted Pro Forma EBITDA |
|
$ |
423,156 |
|
|
|
|
||
Adjusted Pro Forma EBITDA annualized |
|
$ |
1,692,624 |
|
|
|
|
||
Total debt |
|
$ |
12,328,140 |
|
Cash |
|
|
(127,073 |
) |
Restricted cash pertaining to debt |
|
|
(24,387 |
) |
Partners’ share of consolidated debt |
|
|
(271,372 |
) |
Ventas’ share of unconsolidated debt |
|
|
424,561 |
|
Net debt |
|
$ |
12,329,869 |
|
|
|
|
||
Net debt to Adjusted Pro Forma EBITDA |
|
7.3 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 office building and other services costs.
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.
NON-GAAP FINANCIAL MEASURES RECONCILIATION Same-Store Cash NOI Guidance by Segment1,2 (Dollars in millions USD, unless otherwise noted; totals may not sum due to rounding; unaudited) |
||||||||||||||||||||
|
|
|
||||||||||||||||||
|
|
For the Three Months Ended |
||||||||||||||||||
|
|
SHOP |
|
Office |
|
Triple-Net |
|
Non-Segment |
|
Total |
||||||||||
High End |
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income attributable to common stockholders |
|
|
|
|
|
|
|
|
|
$ |
38 |
|
||||||||
Depreciation and amortization3 |
|
|
|
|
|
|
|
|
|
|
282 |
|
||||||||
Interest expense, G&A, other income and expenses4 |
|
|
|
|
|
|
|
|
|
|
151 |
|
||||||||
NOI |
|
$ |
175 |
|
|
$ |
135 |
|
|
$ |
146 |
|
|
$ |
15 |
|
|
|
471 |
|
Net HHS grants |
|
|
(20 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(20 |
) |
Non-cash and non-same-store adjustments |
|
|
(34 |
) |
|
|
(12 |
) |
|
|
(14 |
) |
|
|
(15 |
) |
|
|
(76 |
) |
Same-store Cash NOI |
|
$ |
120 |
|
|
$ |
123 |
|
|
$ |
132 |
|
|
$ |
— |
|
|
$ |
375 |
|
Percentage increase |
|
|
15.0 |
% |
|
|
2.0 |
% |
|
|
0.0 |
% |
|
|
NM |
|
|
|
5.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Low End |
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income attributable to common stockholders |
|
|
|
|
|
|
|
|
|
$ |
16 |
|
||||||||
Depreciation and amortization3 |
|
|
|
|
|
|
|
|
|
|
284 |
|
||||||||
Interest expense, G&A, other income and expenses4 |
|
|
|
|
|
|
|
|
|
|
155 |
|
||||||||
NOI |
|
$ |
162 |
|
|
$ |
133 |
|
|
$ |
145 |
|
|
$ |
15 |
|
|
|
455 |
|
Net HHS grants |
|
|
(20 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(20 |
) |
Non-cash and non-same-store adjustments |
|
|
(28 |
) |
|
|
(12 |
) |
|
|
(15 |
) |
|
|
(15 |
) |
|
|
(70 |
) |
Same-store Cash NOI |
|
$ |
114 |
|
|
$ |
121 |
|
|
$ |
130 |
|
|
$ |
— |
|
|
$ |
365 |
|
Percentage increase (decrease) |
|
|
9.0 |
% |
|
|
1.0 |
% |
|
|
(1.0 |
%) |
|
|
NM |
|
|
|
2.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
For the Three Months Ended |
||||||||||||||||||
|
|
SHOP |
|
Office |
|
Triple-Net |
|
Non-Segment |
|
Total |
||||||||||
Prior Year |
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income attributable to common stockholders |
|
|
|
|
|
|
|
|
|
$ |
61 |
|
||||||||
Depreciation and amortization3 |
|
|
|
|
|
|
|
|
|
|
314 |
|
||||||||
Interest expense, G&A, other income and expenses4 |
|
|
|
|
|
|
|
|
|
|
78 |
|
||||||||
NOI |
|
$ |
104 |
|
|
$ |
138 |
|
|
$ |
178 |
|
|
$ |
32 |
|
|
|
452 |
|
Non-cash and non-same-store adjustments |
|
|
1 |
|
|
|
(17 |
) |
|
|
(46 |
) |
|
|
(32 |
) |
|
|
(94 |
) |
NOI impact from change in FX |
|
|
(1 |
) |
|
|
— |
|
|
|
(1 |
) |
|
|
— |
|
|
|
(2 |
) |
Same-store Cash NOI |
|
$ |
105 |
|
|
$ |
120 |
|
|
$ |
132 |
|
|
$ |
— |
|
|
$ |
356 |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
3Q22 |
|
|
|
|
|
|
|
|
|
||||||||
GBP (£) to USD ($) |
|
|
1.19 |
|
|
|
|
|
|
|
|
|
||||||||
USD ($) to CAD (C$) |
|
|
1.30 |
|
|
|
|
|
|
|
|
|
1 |
See table titled “Net Operating Income (NOI) and Same-Store Cash NOI by Segment” for a detailed breakout of adjustments for each respective category. |
2 |
Total may not sum across due to minor corporate-level adjustments. |
3 |
Includes real estate depreciation and amortization, corporate depreciation and amortization and amortization of other intangibles. |
4 |
Includes interest expense, general, administrative and professional fees (including stock-based compensation), loss (gain) on extinguishment of debt, transaction expenses and deal costs, loss (income) from unconsolidated entities, income tax (expense) benefit, and other income and expenses. |
View source version on businesswire.com: https://www.businesswire.com/news/home/20220803006093/en/
BJ Grant
(877) 4-VENTAS
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