Ventas Reports 2018 Third Quarter Results

Ventas Reports 2018 Third Quarter Results

Ventas, Inc. (NYSE: VTR) today announced its results for the third quarter ended September 30, 2018.

“Ventas continued to deliver solid results in the third quarter. We grew property cash flows from our high-quality, balanced portfolio, further strengthened our financial position and drove positive investment momentum, including with existing best-in-class developer and operator relationships in our outpatient and medical office building footprint and university-based research platform,” said Debra A. Cafaro, Ventas Chairman and Chief Executive Officer. “Our talented team is sharply focused on executing on our key priorities, achieving our stated financial goals and positioning Ventas for a strong and profitable future.”

Third Quarter Performance

• Income from continuing operations per share was $0.29 compared to $0.44 in the same period in 2017. The change from the third quarter 2017 was principally due to the factors set forth below for normalized FFO, in addition to charges from the successful early refinancing of debt.
• Normalized Funds From Operations (“FFO”) per share was $0.99 compared to $1.04 in the same period in 2017. The change from the third quarter 2017 was principally due to the cumulative impact of using proceeds from asset divestitures and loan receivable collections to retire and reduce the Company’s debt balance. This impact was partially offset by growing property performance and the expected receipt of a $12 million, or $0.03 per share, fee in connection with Kindred Healthcare, Inc.’s “go private” transaction in July.
• Reported FFO per share, as defined by the National Association of Real Estate Investment Trusts (“Nareit FFO”) was $0.88 compared to $1.02 in the same period in 2017. The change from the third quarter 2017 was principally due to the factors set forth above for income from continuing operations.
• For the third quarter 2018, the Company’s same-store total property portfolio (1,063 assets) cash NOI grew 1.3 percent compared to the same period in 2017. Same-store cash NOI growth by segment follows:

• The year-over-year changes in the Company’s quarterly same-store property results were driven by:
  • In the NNN portfolio, growth was due largely to in-place lease escalations.
  • For SHOP, performance was in-line with expectations and driven by the elevated number of new community openings in certain markets.
  • Office portfolio growth was principally due to excellent performance from Ventas’s university-based life science properties in addition to strong medical office building (“MOB”) in-place lease escalations and best-in-class tenant retention.

Third Quarter 2018 and Recent Highlights

• Expanded Relationships with Best-in-Class Platforms
  • The Company made approximately $100 million in new investments during and immediately following the quarter, including: the purchase of a $21 million MOB that is 100 percent leased to Ardent Health Services (“Ardent”) and located on-campus of an existing Ventas-owned Ardent hospital; and the purchase of four on-campus MOBs for $79 million from leading MOB developer Pacific Medical Buildings (“PMB”), with a fifth MOB currently under contract for an additional expected investment exceeding $15 million.
  • The Company announced its pending acquisition of a premier independent living seniors housing community located in the appealing Battery Park City neighborhood of downtown New York City for $194 million from Brookdale Senior Living. The acquisition firmly establishes Ventas’s leadership in the high-end Manhattan market. The acquisition remains subject to customary closing conditions.
  • During the quarter, Ventas completed nearly $75 million in funding for development and redevelopment projects currently underway. In addition, Ventas made new commitments of approximately $50 million for development and redevelopment projects in its Office and Seniors Housing portfolios, including an MOB development with PMB in Phoenix, AZ on the campus of and affiliated with Dignity Health (Moody’s: A3) and Phoenix Children’s Hospital (Moody’s: A1).
• Advanced Ventas’s Attractive University-Based Life Science Business: The Company’s 3675 Market Street development at its exciting University of Pennsylvania life science campus officially opened in September and is nearly 70 percent leased. Ventas expects the property to be approximately 90 percent leased by year-end 2018. The Company’s pipeline of high-quality projects with top-tier research universities is robust and growing.
• Extended Exclusive Relationship with PMB: Ventas extended for a ten year term its exclusive MOB development relationship with PMB, which has nearly 50 years of experience in MOB development with top health systems in the U.S. including leading not-for-profits and academic medical centers.
• Significant Financial Strength
  • The Company’s financial strength was robust at quarter end, including a sector-leading net debt to Adjusted Pro Forma EBITDA ratio of 5.4x and fixed charge coverage ratio of 4.6x.
  • In August, Ventas issued $750 million of 4.4 percent senior notes due 2029 to tender and refinance $700 million of 4.75 percent senior notes due 2021, thereby extending its debt maturity schedule and minimizing intermediate-term interest rate exposure. The Company has refinanced or repaid $3.2 billion in debt since December 31, 2017.

• Demonstrated Leadership Excellence and Commitment to Environmental, Social and Governance (ESG) Principles
  • Ms. Cafaro was again recognized as a top global CEO and leader in the real estate and healthcare industries, including being named by: Harvard Business Review as one of the Top 100 Best Performing CEOs in the World, her fifth consecutive year on the list and one of only three women included in 2018, with Ventas’s financial performance ranking in the top 5 percent of 870 companies globally for Ms. Cafaro’s tenure; and Modern Healthcare as one of 2018’s 100 Most Influential People in Healthcare, the only representative from the real estate industry and Ms. Cafaro’s fourth consecutive year and fifth appearance on the prestigious list.
  • Ventas published its inaugural Corporate Sustainability Report (“CSR”) in October, which further demonstrates the Company’s long-held commitment to ESG. A digital copy of the CSR can be found on the Company’s website at www.ventasreit.com/corporate-responsibility.
  • The Company retained its sustainability leadership position as ranked by two prominent global ESG benchmarking organizations, including:
    • A first place ranking among the three listed healthcare real estate company participants in the 2018 GRESB real estate assessment. Ventas performed in the top 30 percent of the 874 global public and private real estate company participants in the assessment, and also retained its Green Star designation for the fifth straight year and its “A” ranking, the highest possible score, on the GRESB Public Disclosure Assessment.
    • Inclusion in the Dow Jones Sustainability^TM North America Index for the second consecutive year, improving its overall score and ranking in the top 20 percent of publicly traded real estate industry participants across a broad spectrum of ESG metrics.
• Update on Recent Natural Disasters: The Company reported that all residents, staff and patients at its properties affected by Hurricanes Michael and Florence are safe. Two of the Company’s consolidated MOBs and one Ardent-owned hospital in or near Panama City, Florida experienced substantial damage. Ventas and Ardent have appropriate insurance coverage. However, it is too early to determine the financial impacts of the hurricanes and therefore they are not reflected in the Company’s current guidance.

Updated 2018 Guidance

Ventas improved the range of its previously provided 2018 expectations for per share normalized FFO, Nareit FFO and income from continuing operations. The Company also confirmed its 2018 expectations for total portfolio and segment-level same-store cash NOI growth provided on July 27, 2018. The Company’s updated guidance ranges are as follows:

Assumptions included within Ventas’s 2018 normalized FFO per share expectations are largely consistent with the Company’s previously disclosed guidance, including the dilutive effect of receiving approximately $1.3 billion in proceeds for the full year 2018 from asset dispositions and loan receivable collections and using these proceeds principally to retire indebtedness. The Company’s updated guidance does not include new unannounced acquisitions or impacts from recent natural disasters. The 2018 outlook assumes 359 million weighted average fully-diluted shares, consistent with the Company’s previously disclosed guidance.

A reconciliation of the Company’s 2018 guidance to the Company’s projected GAAP measures is included in this press release. The Company’s 2018 guidance is based on a number of other assumptions that are subject to change and many of which are outside the control of the Company. If actual results vary from these assumptions, the Company’s expectations may change. There can be no assurance that the Company will achieve these results.

Third Quarter 2018 Conference Call

Ventas will hold a conference call to discuss this earnings release today at 10:00 a.m. Eastern Time (9:00 a.m. Central Time). The dial-in number for the conference call is (844) 776-7841 (or +1 (661) 378-9542 for international callers). The participant passcode is “Ventas.” The conference call is being webcast live by NASDAQ OMX and can be accessed at the Company’s website at www.ventasreit.com. A replay of the webcast will be available following the call online, or by calling (855) 859-2056 (or +1 (404) 537-3406 for international callers), passcode 7493513, beginning at approximately 2:00 p.m. Eastern Time and will remain for 36 days.

Ventas, Inc., an S&P 500 company, is a leading real estate investment trust. Its diverse portfolio of approximately 1,200 assets in the United States, Canada and the United Kingdom consists of seniors housing communities, medical office buildings, life science and innovation centers, inpatient rehabilitation and long-term acute care facilities, health systems and skilled nursing facilities. Through its Lillibridge subsidiary, Ventas provides management, leasing, marketing, facility development and advisory services to highly rated hospitals and health systems throughout the United States. References to “Ventas” or the “Company” mean Ventas, Inc. and its consolidated subsidiaries unless otherwise expressly noted. More information about Ventas and Lillibridge can be found at www.ventasreit.com and www.lillibridge.com.

The Company routinely announces material information to investors and the marketplace using press releases, Securities and Exchange Commission (“SEC”) filings, public conference calls, webcasts and the Company’s website at www.ventasreit.com/investor-relations. The information that the Company posts to its website may be deemed to be material. Accordingly, the Company encourages investors and others interested in the Company to routinely monitor and review the information that the Company posts on its website, in addition to following the Company’s press releases, SEC filings and public conference calls and webcasts. Supplemental information regarding the Company can be found on the Company’s website under the “Investor Relations” section or at www.ventasreit.com/investor-relations/annual-reports---supplemental-information. A comprehensive listing of the Company’s properties is available at www.ventasreit.com/our-portfolio/properties-by-stateprovince.

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements regarding the Company’s or its tenants’, operators’, borrowers’ or managers’ expected future financial condition, results of operations, cash flows, funds from operations, dividends and dividend plans, financing opportunities and plans, capital markets transactions, business strategy, budgets, projected costs, operating metrics, capital expenditures, competitive positions, acquisitions, investment opportunities, dispositions, merger or acquisition integration, growth opportunities, expected lease income, continued qualification as a real estate investment trust (“REIT”), plans and objectives of management for future operations and statements that include words such as “anticipate,” “if,” “believe,” “plan,” “estimate,” “expect,” “intend,” “may,” “could,” “should,” “will” and other similar expressions are forward-looking statements. These forward-looking statements are inherently uncertain, and actual results may differ from the Company’s expectations. The Company does not undertake a duty to update these forward-looking statements, which speak only as of the date on which they are made.

The Company’s actual future results and trends may differ materially from expectations depending on a variety of factors discussed in the Company’s filings with the SEC. These factors include without limitation: (a) the ability and willingness of the Company’s tenants, operators, borrowers, managers and other third parties to satisfy their obligations under their respective contractual arrangements with the Company, including, in some cases, their obligations to indemnify, defend and hold harmless the Company from and against various claims, litigation and liabilities; (b) the ability of the Company’s tenants, operators, borrowers and managers to maintain the financial strength and liquidity necessary to satisfy their respective obligations and liabilities to third parties, including without limitation obligations under their existing credit facilities and other indebtedness; (c) the Company’s success in implementing its business strategy and the Company’s ability to identify, underwrite, finance, consummate and integrate diversifying acquisitions and investments; (d) macroeconomic conditions such as a disruption of or lack of access to the capital markets, changes in the debt rating on U.S. government securities, default or delay in payment by the United States of its obligations, and changes in the federal or state budgets resulting in the reduction or nonpayment of Medicare or Medicaid reimbursement rates; (e) the nature and extent of future competition, including new construction in the markets in which the Company’s seniors housing communities and medical office buildings (“MOBs”) are located; (f) the extent and effect of future or pending healthcare reform and regulation, including cost containment measures and changes in reimbursement policies, procedures and rates; (g) increases in the Company’s borrowing costs as a result of changes in interest rates and other factors; (h) the ability of the Company’s tenants, operators and managers, as applicable, to comply with laws, rules and regulations in the operation of the Company’s properties, to deliver high-quality services, to attract and retain qualified personnel and to attract residents and patients; (i) changes in general economic conditions or economic conditions in the markets in which the Company may, from time to time, compete, and the effect of those changes on the Company’s revenues, earnings and funding sources; (j) the Company’s ability to pay down, refinance, restructure or extend its indebtedness as it becomes due; (k) the Company’s ability and willingness to maintain its qualification as a REIT in light of economic, market, legal, tax and other considerations; (l) final determination of the Company’s taxable net income for the year ending December 31, 2018; (m) the ability and willingness of the Company’s tenants to renew their leases with the Company upon expiration of the leases, the Company’s ability to reposition its properties on the same or better terms in the event of nonrenewal or in the event the Company exercises its right to replace an existing tenant, and obligations, including indemnification obligations, the Company may incur in connection with the replacement of an existing tenant; (n) risks associated with the Company’s senior living operating portfolio, such as factors that can cause volatility in the Company’s operating income and earnings generated by those properties, including without limitation national and regional economic conditions, costs of food, materials, energy, labor and services, employee benefit costs, insurance costs and professional and general liability claims, and the timely delivery of accurate property-level financial results for those properties; (o) changes in exchange rates for any foreign currency in which the Company may, from time to time, conduct business; (p) year-over-year changes in the Consumer Price Index or the UK Retail Price Index and the effect of those changes on the rent escalators contained in the Company’s leases and the Company’s earnings; (q) the Company’s ability and the ability of its tenants, operators, borrowers and managers to obtain and maintain adequate property, liability and other insurance from reputable, financially stable providers; (r) the impact of increased operating costs and uninsured professional liability claims on the Company’s liquidity, financial condition and results of operations or that of the Company’s tenants, operators, borrowers and managers, and the ability of the Company and the Company’s tenants, operators, borrowers and managers to accurately estimate the magnitude of those claims; (s) risks associated with the Company’s MOB portfolio and operations, including the Company’s ability to successfully design, develop and manage MOBs and to retain key personnel; (t) the ability of the hospitals on or near whose campuses the Company’s MOBs are located and their affiliated health systems to remain competitive and financially viable and to attract physicians and physician groups; (u) risks associated with the Company’s investments in joint ventures and unconsolidated entities, including its lack of sole decision-making authority and its reliance on its joint venture partners’ financial condition; (v) the Company’s ability to obtain the financial results expected from its development and redevelopment projects; (w) the impact of market or issuer events on the liquidity or value of the Company’s investments in marketable securities; (x) consolidation activity in the seniors housing and healthcare industries resulting in a change of control of, or a competitor’s investment in, one or more of the Company’s tenants, operators, borrowers or managers or significant changes in the senior management of the Company’s tenants, operators, borrowers or managers; (y) the impact of litigation or any financial, accounting, legal or regulatory issues that may affect the Company or its tenants, operators, borrowers or managers; and (z) changes in accounting principles, or their application or interpretation, and the Company’s ability to make estimates and the assumptions underlying the estimates, which could have an effect on the Company’s earnings.

Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. However, since real estate values historically have risen or fallen with market conditions, many industry investors deem presentations of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. For that reason, the Company considers FFO, normalized FFO, FAD and normalized FAD to be appropriate supplemental measures of operating performance of an equity REIT. In particular, the Company believes that normalized FFO is useful because it allows investors, analysts and Company management to compare the Company’s operating performance to the operating performance of other real estate companies and between periods on a consistent basis without having to account for differences caused by non-recurring items and other non-operational events such as transactions and litigation. In some cases, the Company provides information about identified non-cash components of FFO and normalized FFO because it allows investors, analysts and Company management to assess the impact of those items on the Company’s financial results.

The Company uses the National Association of Real Estate Investment Trusts (“NAREIT”) definition of FFO. NAREIT defines FFO as net income attributable to common stockholders (computed in accordance with GAAP), excluding gains or losses from sales of real estate property, including gains or losses on re-measurement of equity method investments, and impairment write-downs of depreciable real estate, plus real estate depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect FFO on the same basis. The Company defines normalized FFO as FFO excluding the following income and expense items (which may be recurring in nature): (a) merger-related costs and expenses, including amortization of intangibles, transition and integration expenses, and deal costs and expenses, including expenses and recoveries relating to acquisition lawsuits; (b) the impact of any expenses related to asset impairment and valuation allowances, the write-off of unamortized deferred financing fees, or additional costs, expenses, discounts, make-whole payments, penalties or premiums incurred as a result of early retirement or payment of the Company’s debt; (c) the non-cash effect of income tax benefits or expenses, the non-cash impact of changes to the Company’s executive equity compensation plan, derivative transactions that have non-cash mark-to-market impacts on the Company’s income statement and non-cash charges related to lease terminations; (d) the financial impact of contingent consideration, severance-related costs and charitable donations made to the Ventas Charitable Foundation; (e) gains and losses for non-operational foreign currency hedge agreements and changes in the fair value of financial instruments; (f) gains and losses on non-real estate dispositions and other unusual items related to unconsolidated entities; (g) expenses related to the re-audit and re-review in 2014 of the Company’s historical financial statements and related matters; and (h) net expenses or recoveries related to natural disasters. Normalized FAD represents normalized FFO excluding non-cash components, which include straight-line rental adjustments, and deducting capital expenditures, including certain tenant allowances and leasing commissions. FAD represents normalized FAD after subtracting merger-related expenses, deal costs and re-audit costs and other unusual items related to unconsolidated entities.

FFO, normalized FFO, FAD and normalized FAD presented herein may not be comparable to those presented by other real estate companies due to the fact that not all real estate companies use the same definitions. FFO, normalized FFO, FAD and normalized FAD should not be considered as alternatives to net income or income from continuing operations (both determined in accordance with GAAP) as indicators of the Company’s financial performance or as alternatives to cash flow from operating activities (determined in accordance with GAAP) as measures of the Company’s liquidity, nor are they necessarily indicative of sufficient cash flow to fund all of the Company’s needs. The Company believes that income from continuing operations is the most comparable GAAP measure because it provides insight into the Company’s continuing operations. The Company believes that in order to facilitate a clear understanding of the consolidated historical operating results of the Company, FFO, normalized FFO, FAD and normalized FAD should be examined in conjunction with net income and income from continuing operations as presented elsewhere herein.

¹ The Company’s guidance constitutes forward-looking statements within the meaning of the federal securities laws and is based on a number of assumptions that are subject to change and many of which are outside the control of the Company. Actual results may differ materially from the Company’s expectations depending on factors discussed in the Company’s filings with the Securities and Exchange Commission.

² Per share quarterly amounts may not add to annual per share amounts due to changes in the Company's weighted average diluted share count, if any.

³ See table titled “Funds From Operations (FFO) and Funds Available for Distribution (FAD)” for detailed breakout of adjustments for each respective category.

⁴ Includes adjustments related to one-time write-offs of straight-line rent, market lease intangibles and deferred revenue, all related to the Company's agreements with Brookdale Senior Living in April 2018.

¹ The Company’s guidance constitutes forward-looking statements within the meaning of the federal securities laws and is based on a number of assumptions that are subject to change and many of which are outside the control of the Company. Actual results may differ materially from the Company’s expectations depending on factors discussed in the Company’s filings with the Securities and Exchange Commission.

² See tables titled “Net Operating Income (NOI) and Same-Store Cash NOI by Segment” for the three months ended September 30, 2018 for a detailed breakout of adjustments for each respective category.

³ Includes real estate depreciation and amortization, corporate depreciation and amortization, and amortization of other intangibles.

⁴ Includes interest expense, general and administrative expenses (including stock-based compensation), loss on extinguishment of debt, merger-related expenses and deal costs, income from unconsolidated entities, income tax benefit, and other income and expenses.

⁵ Totals may not add across due to minor corporate-level adjustments and rounding.

⁶ Represents costs expensed by one operator related to implementation of new software.

Ventas, Inc.
Ryan K. Shannon
(877) 4-VENTAS

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