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8-K - 8-K - Ventas, Inc.a2225758z8-k.htm
EX-2.1 - EX-2.1 - Ventas, Inc.a2225758zex-2_1.htm
EX-10.2 - EX-10.2 - Ventas, Inc.a2225758zex-10_2.htm
EX-99.1 - EX-99.1 - Ventas, Inc.a2225758zex-99_1.htm
EX-10.3 - EX-10.3 - Ventas, Inc.a2225758zex-10_3.htm
EX-10.1 - EX-10.1 - Ventas, Inc.a2225758zex-10_1.htm

Exhibit 99.2

 

VENTAS, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of and For the Six Months Ended June 30, 2015 and For the Year Ended December 31, 2014

 

On August 17, 2015, Ventas, Inc. (“Ventas” or the “Company”), entered into a Separation and Distribution Agreement with Care Capital Properties, Inc. (“CCP”), pursuant to which the Company agreed to transfer most of its post-acute / skilled nursing facility portfolio to CCP (the “Separation”) and distribute all of the Company-owned common stock of CCP to the Company’s stockholders in a distribution intended to be tax-free to the Company’s stockholders (the “Distribution”). The Distribution was effective at 11:59 p.m., Eastern Time, on August 17, 2015 (the “Effective Time”) to the Company’s stockholders of record as of the close of business on August 10, 2015. As a result of the Distribution, CCP is now an independent public company and its common stock is listed under the symbol “CCP” on the New York Stock Exchange.

 

The following unaudited pro forma condensed consolidated financial information sets forth:

 

·             The historical consolidated financial information of Ventas as of and for the six months ended June 30, 2015, derived from Ventas’s unaudited consolidated financial statements, and the historical consolidated statement of income information of Ventas for the year ended December 31, 2014, derived from Ventas’s audited consolidated financial statements;

 

·             Pro forma adjustments to give effect of the spin-off of CCP on August 17, 2015 on Ventas’s consolidated balance sheet as of June 30, 2015, as if the spin-off occurred on June 30, 2015;

 

·             Pro forma adjustments to give effect to Ventas’s other 2015 and 2014 transactions, including the 2015 acquisitions of American Realty Capital Healthcare Trust, Inc. (“HCT”) and 12 skilled nursing facilities, and other 2015 and 2014 significant debt activity, on Ventas’s consolidated statements of income for the six months ended June 30, 2015 and for the year ended December 31, 2014, as if these transactions occurred on January 1, 2014; and

 

·             Pro forma adjustments to give effect of the spin-off of CCP on August 17, 2015 on Ventas’s consolidated statements of income for the six months ended June 30, 2015 and for the year ended December 31, 2014, as if the spin-off occurred on January 1, 2014.

 

These unaudited pro forma condensed consolidated financial statements have been prepared for informational purposes only and are based on assumptions and estimates considered appropriate by Ventas’s management; however, they are not necessarily indicative of what Ventas’s consolidated financial condition or results of operations actually would have been assuming the transactions had been consummated as of the dates indicated, nor do they purport to represent Ventas’s consolidated financial position or results of operations for future periods. These unaudited pro forma condensed consolidated financial statements do not include the impact of any synergies that may be achieved in the transactions or any strategies that management may consider in order to continue to efficiently manage Ventas’s operations.  This pro forma condensed consolidated financial information should be read in conjunction with:

 

·             Ventas’s unaudited consolidated financial statements and the related notes thereto as of and for the six months ended June 30, 2015 included in the Company’s Quarterly Report on Form 10-Q for the quarter then ended, filed with the Securities and Exchange Commission (“SEC”) on July 27, 2015;

 

·             Ventas’s audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2014 included in the Company’s Annual Report on Form 10-K for the year then ended, filed with the SEC on February 13, 2015; and

 

·             CCP’s Predecessors combined consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2014 included in its information statement on Form 10 filed with the SEC on July 30, 2015.

 



 

VENTAS, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

As of June 30, 2015

(In thousands)

 

 

 

Ventas
Historical

 

CCP Spin-Off
Adjustments
(A)

 

Total Pro
Forma

 

Assets

 

 

 

 

 

 

 

Net real estate investments

 

$

22,239,965

 

$

(2,597,111

)

$

19,642,854

 

Cash and cash equivalents

 

60,532

 

206,584

 

267,116

 

Escrow deposits and restricted cash

 

193,960

 

 

193,960

 

Deferred financing costs, net

 

68,284

 

(1,642

)

66,642

 

Other assets

 

1,712,421

 

(159,768

)

1,552,653

 

Total assets

 

$

24,275,162

 

$

(2,551,937

)

$

21,723,225

 

Liabilities and equity

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

Senior notes payable and other debt

 

$

11,507,861

 

$

(1,059,680

)

$

10,448,181

 

Accrued interest

 

77,631

 

 

77,631

 

Accounts payable and other liabilities

 

1,026,359

 

(205,941

)

820,418

 

Deferred income taxes

 

370,161

 

 

370,161

 

Total liabilities

 

12,982,012

 

(1,265,621

)

11,716,391

 

Redeemable OP unitholder and noncontrolling interests

 

199,404

 

 

199,404

 

Commitments and contingencies

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

 

 

Total Ventas stockholders’ equity

 

11,027,483

 

(1,281,556

)

9,745,927

 

Noncontrolling interest

 

66,263

 

(4,760

)

61,503

 

Total equity

 

11,093,746

 

(1,286,316

)

9,807,430

 

Total liabilities and equity

 

$

24,275,162

 

$

(2,551,937

)

$

21,723,225

 

 

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

 


 

VENTAS, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

 

For the Six Months Ended June 30, 2015 (In thousands, except per share amounts)

 

 

 

Ventas
Historical

 

Other 2015
Transactions (B)

 

Pro Forma for
Other 2015
Transactions

 

CCP Spin-Off
Adjustments (A)

 

Total Pro Forma

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

Rental income:

 

 

 

 

 

 

 

 

 

 

 

Triple-net leased

 

$

526,768

 

$

2,816

 

$

529,584

 

$

(159,152

)

$

370,432

 

Medical office buildings

 

277,393

 

5,004

 

282,397

 

 

282,397

 

 

 

804,161

 

7,820

 

811,981

 

(159,152

)

652,829

 

Resident fees and services

 

901,559

 

6,402

 

907,961

 

 

907,961

 

Medical office building and other services revenue

 

19,951

 

 

19,951

 

 

19,951

 

Income from loans and investments

 

48,967

 

37

 

49,004

 

(1,725

)

47,279

 

Interest and other income

 

708

 

 

708

 

(63

)

645

 

Total revenues

 

1,775,346

 

14,259

 

1,789,605

 

(160,940

)

1,628,665

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

Interest

 

214,181

 

(3,774

)

210,407

 

(12,463

)

197,944

 

Depreciation and amortization

 

496,636

 

14,430

 

511,066

 

(67,192

)

443,874

 

Property-level operating expenses:

 

 

 

 

 

 

 

 

 

 

 

Senior living

 

597,614

 

4,826

 

602,440

 

 

602,440

 

Medical office buildings

 

85,670

 

883

 

86,553

 

 

86,553

 

 

 

683,284

 

5,709

 

688,993

 

 

688,993

 

Medical office building services costs

 

12,682

 

 

12,682

 

 

12,682

 

General, administrative and professional fees

 

68,292

 

3,364

 

71,656

 

(5,000

)

66,656

 

Gain on extinguishment of debt, net

 

(434

)

 

(434

)

 

(434

)

Merger-related expenses and deal costs

 

49,757

 

 

49,757

 

(3,755

)

46,002

 

Other

 

10,387

 

 

10,387

 

(1,019

)

9,368

 

Total expenses

 

1,534,785

 

19,729

 

1,554,514

 

(89,429

)

1,465,085

 

Income (loss) before loss from unconsolidated entities, income taxes, discontinued operations, real estate dispositions and noncontrolling interest

 

240,561

 

(5,470

)

235,091

 

(71,511

)

163,580

 

Loss from unconsolidated entities

 

(242

)

 

(242

)

 

(242

)

Income tax benefit

 

17,039

 

2,262

 

19,301

 

 

19,301

 

Income (loss) from continuing operations

 

257,358

 

(3,208

)

254,150

 

(71,511

)

182,639

 

Gain on real estate dispositions

 

14,155

 

 

14,155

 

 

14,155

 

Income (loss) from continuing operations, including real estate dispositions

 

271,513

 

(3,208

)

268,305

 

(71,511

)

196,794

 

Net income (loss) attributable to noncontrolling interest

 

894

 

 

894

 

(112

)

782

 

Income (loss) from continuing operations attributable to common stockholders, including real estate dispositions

 

$

270,619

 

$

(3,208

)

$

267,411

 

$

(71,399

)

$

196,012

 

Income from continuing operations attributable to common stockholders per common share, including real estate dispositions:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.82

 

N/A

 

$

0.81

 

N/A

 

$

0.59

 

Diluted

 

$

0.82

 

N/A

 

$

0.81

 

N/A

 

$

0.59

 

Weighted average shares used in computing earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

327,890

 

N/A

 

327,890

 

N/A

 

327,890

 

Diluted

 

331,424

 

N/A

 

331,424

 

N/A

 

331,424

 

 

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

 


 

VENTAS, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

For the Year Ended December 31, 2014

(In thousands, except per share amounts)

 

 

 

Ventas
Historical

 

Other 2015 and
2014
Transactions (B)

 

Pro Forma for
Other 2015 and
2014
Transactions

 

CCP Spin-Off
Adjustments (A)

 

Total Pro
Forma

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

Rental income:

 

 

 

 

 

 

 

 

 

 

 

Triple-net leased

 

$

970,377

 

$

44,987

 

$

1,015,364

 

$

(327,490

)

$

687,874

 

Medical office buildings

 

463,618

 

110,167

 

573,785

 

 

573,785

 

 

 

1,433,995

 

155,154

 

1,589,149

 

(327,490

)

1,261,659

 

Resident fees and services

 

1,552,951

 

155,454

 

1,708,405

 

 

1,708,405

 

Medical office building and other services revenue

 

29,364

 

 

29,364

 

2,500

 

31,864

 

Income from loans and investments

 

55,169

 

880

 

56,049

 

(3,400

)

52,649

 

Interest and other income

 

4,267

 

11

 

4,278

 

(2

)

4,276

 

Total revenues

 

3,075,746

 

311,499

 

3,387,245

 

(328,392

)

3,058,853

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

Interest

 

376,842

 

53,568

 

430,410

 

(24,895

)

405,515

 

Depreciation and amortization

 

826,911

 

167,115

 

994,026

 

(116,953

)

877,073

 

Property-level operating expenses:

 

 

 

 

 

 

 

 

 

 

 

Senior living

 

1,036,556

 

105,736

 

1,142,292

 

 

1,142,292

 

Medical office buildings

 

158,542

 

20,939

 

179,481

 

 

179,481

 

 

 

1,195,098

 

126,675

 

1,321,773

 

 

1,321,773

 

Medical office building services costs

 

17,092

 

 

17,092

 

 

17,092

 

General, administrative and professional fees

 

121,746

 

11,756

 

133,502

 

(10,000

)

123,502

 

Loss on extinguishment of debt, net

 

5,564

 

 

5,564

 

6,881

 

12,445

 

Merger-related expenses and deal costs

 

45,051

 

 

45,051

 

(1,547

)

43,504

 

Other

 

38,925

 

 

38,925

 

(13,183

)

25,742

 

Total expenses

 

2,627,229

 

359,114

 

2,986,343

 

(159,697

)

2,826,646

 

Income (loss) before loss from unconsolidated entities, income taxes, discontinued operations, real estate dispositions and noncontrolling interest

 

448,517

 

(47,615

)

400,902

 

(168,695

)

232,207

 

Loss from unconsolidated entities

 

(139

)

 

(139

)

 

(139

)

Income tax benefit

 

8,732

 

21,409

 

30,141

 

 

30,141

 

Income (loss) from continuing operations

 

457,110

 

(26,206

)

430,904

 

(168,695

)

262,209

 

Gain on real estate dispositions

 

17,970

 

 

17,970

 

61

 

18,031

 

Income (loss) from continuing operations, including real estate dispositions

 

475,080

 

(26,206

)

448,874

 

(168,634

)

280,240

 

Net income (loss) attributable to noncontrolling interest

 

1,419

 

 

1,419

 

(185

)

1,234

 

Income (loss) from continuing operations attributable to common stockholders

 

$

473,661

 

$

(26,206

)

$

447,455

 

$

(168,449

)

$

279,006

 

Income from continuing operations attributable to common stockholders per common share, including real estate dispositions:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

1.61

 

N/A

 

$

1.39

 

N/A

 

$

0.86

 

Diluted

 

$

1.59

 

N/A

 

$

1.37

 

N/A

 

$

0.86

 

Weighted average shares used in computing earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

294,175

 

28,415

 

322,590

 

N/A

 

322,590

 

Diluted

 

296,677

 

29,533

 

326,210

 

N/A

 

326,210

 

 

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

 



 

VENTAS, INC.

NOTES AND MANAGEMENT’S ASSUMPTIONS TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

NOTE 1 - BASIS OF PRO FORMA PRESENTATION

 

Ventas, Inc. (“Ventas” or the “Company”) is a real estate investment trust (“REIT”) with a geographically diverse portfolio of seniors housing and healthcare properties in the United States, Canada and the United Kingdom.  The historical consolidated financial statements of Ventas include the accounts of the Company and its wholly owned subsidiaries and joint venture entities over which it exercises control.

 

On August 17, 2015, Ventas, Inc. (“Ventas” or the “Company”), entered into a Separation and Distribution Agreement with Care Capital Properties, Inc. (“CCP”), pursuant to which the Company agreed to transfer most of its post-acute / skilled nursing facility portfolio to CCP (the “Separation”) and distribute all of the Company-owned common stock of CCP to the Company’s stockholders in a distribution intended to be tax-free to the Company’s stockholders (the “Distribution”). The Distribution was effective at 11:59 p.m., Eastern Time, on August 17, 2015 (the “Effective Time”) to the Company’s stockholders of record as of the close of business on August 10, 2015. As a result of the Distribution, CCP is now an independent public company and its common stock is listed under the symbol “CCP” on the New York Stock Exchange.

 

NOTE 2 - ADJUSTMENTS TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

(A)  Reflects the financial statement effects of the spin-off of CCP on August 17, 2015.  Adjustments also reflect the financial statement effects of the transition services arrangement entered into with CCP, a $1.3 billion distribution received by Ventas from CCP and the repayment of $1.1 billion of Ventas indebtedness and related fees.

 

(B)  Adjustments reflect the financial statement effects of Ventas’s January 2015 acquisitions of American Realty Capital Healthcare Trust, Inc. (“HCT”) and 12 skilled nursing facilities, of which certain HCT properties and all 12 skilled nursing facilities were included in the spin-off of CCP on August 17, 2015.  Adjustments also reflect the Company’s 2015 and 2014 senior note debt issuances and maturities, as if those transactions were consummated on January 1, 2014.

 

The adjustment to general, administrative and professional fees reflects the actual savings that Ventas expects to realize after the spin-off, which is lower than its allocation of historical expenses to CCP, due to costs related to corporate functions that both CCP and Ventas will incur as independent publicly traded companies, such as executive oversight, treasury, finance, legal, human resources, tax planning, internal audit, financial reporting, information technology and investor relations.

 


 

NOTE 3 - FUNDS FROM OPERATIONS AND NORMALIZED FUNDS FROM OPERATIONS

 

VENTAS, INC.

UNAUDITED PRO FORMA FFO AND NORMALIZED FFO(1)

For the Six Months Ended June 30, 2015

(In thousands, except per share amounts)

 

 

 

Ventas
Historical

 

Other 2015
Transactions

 

Pro Forma
for Other
2015
Transactions

 

CCP
Spin-Off
Adjustments

 

Total Pro
Forma

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations attributable to common stockholders, including real estate dispositions

 

$

270,619

 

$

(3,208

)

$

267,411

 

$

(71,399

)

$

196,012

 

Discontinued operations

 

(356

)

 

(356

)

 

(356

)

Net income (loss) attributable to common stockholders

 

270,263

 

(3,208

)

267,055

 

(71,399

)

195,656

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

Real estate depreciation and amortization

 

493,043

 

14,430

 

507,473

 

(67,192

)

440,281

 

Real estate depreciation related to noncontrolling interest

 

(4,016

)

 

(4,016

)

134

 

(3,882

)

Real estate depreciation related to unconsolidated entities

 

2,926

 

 

2,926

 

 

2,926

 

Gain on real estate dispositions

 

(14,155

)

 

(14,155

)

 

(14,155

)

Discontinued operations:

 

 

 

 

 

 

 

 

 

 

 

Gain on real estate dispositions

 

(277

)

 

(277

)

 

(277

)

Depreciation on real estate assets

 

24

 

 

24

 

 

24

 

FFO

 

747,808

 

11,222

 

759,030

 

(138,457

)

620,573

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

Change in fair value of financial instruments

 

24

 

 

24

 

 

24

 

Non-cash income tax benefit

 

(18,239

)

(2,262

)

(20,501

)

 

(20,501

)

Gain on extinguishment of debt, net

 

(18

)

 

(18

)

 

(18

)

Merger-related expenses, deal costs and re-audit costs

 

51,137

 

 

51,137

 

(3,755

)

47,382

 

Amortization of other intangibles

 

1,182

 

 

1,182

 

 

1,182

 

Normalized FFO

 

$

781,894

 

$

8,960

 

$

790,854

 

$

(142,212

)

$

648,642

 

 

 

 

 

 

 

 

 

Ventas
Historical

 

Total Pro
Forma

 

 

 

 

 

 

 

Income from continuing operations attributable to common stockholders, including real estate dispositions

 

$

0.82

 

$

0.59

 

Discontinued operations

 

(0.00

)

(0.00

)

Net income attributable to common stockholders

 

0.82

 

0.59

 

Adjustments:

 

 

 

 

 

Real estate depreciation and amortization

 

1.49

 

1.33

 

Real estate depreciation related to noncontrolling interest

 

(0.01

)

(0.01

)

Real estate depreciation related to unconsolidated entities

 

0.01

 

0.01

 

Gain on real estate dispositions

 

(0.04

)

(0.04

)

Discontinued operations:

 

 

 

 

 

Gain on real estate dispositions

 

(0.00

)

(0.00

)

Depreciation on real estate assets

 

0.00

 

0.00

 

FFO

 

2.26

 

1.87

 

Adjustments:

 

 

 

 

 

Change in fair value of financial instruments

 

0.00

 

0.00

 

Non-cash income tax benefit

 

(0.06

)

(0.06

)

Gain on extinguishment of debt, net

 

(0.00

)

(0.00

)

Merger-related expenses, deal costs and re-audit costs

 

0.15

 

0.14

 

Amortization of other intangibles

 

0.00

 

0.00

 

Normalized FFO

 

$

2.36

 

$

1.96

 

 

 

 

 

 

 

Dilutive shares outstanding used in computing FFO and normalized FFO per common share

 

331,424

 

331,424

 

 


(1) Per share amounts may not add due to rounding.

 


 

VENTAS, INC.

UNAUDITED PRO FORMA FFO AND NORMALIZED FFO(1)

For the Year Ended December 31, 2014

(In thousands, except per share amounts)

 

 

 

Ventas
Historical

 

Other 2015
and 2014
Transactions

 

Pro Forma
for Other
2015 and
2014
Transactions

 

CCP
Spin-Off
Adjustments

 

Total Pro
Forma

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations attributable to common stockholders, including real estate dispositions

 

$

473,661

 

$

(26,206

)

$

447,455

 

$

(168,449

)

$

279,006

 

Discontinued operations

 

2,106

 

 

2,106

 

 

2,106

 

Net income (loss) attributable to common stockholders

 

475,767

 

(26,206

)

449,561

 

(168,449

)

281,112

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

Real estate depreciation and amortization

 

820,344

 

167,115

 

987,459

 

(116,953

)

870,506

 

Real estate depreciation related to noncontrolling interest

 

(10,314

)

 

(10,314

)

427

 

(9,887

)

Real estate depreciation related to unconsolidated entities

 

5,792

 

 

5,792

 

 

5,792

 

Gain on real estate dispositions

 

(17,970

)

 

(17,970

)

(61

)

(18,031

)

Discontinued operations:

 

 

 

 

 

 

 

 

 

 

 

Gain on real estate dispositions

 

(1,494

)

 

(1,494

)

 

(1,494

)

Depreciation on real estate assets

 

1,555

 

 

1,555

 

 

1,555

 

FFO

 

1,273,680

 

140,909

 

1,414,589

 

(285,036

)

1,129,553

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

Change in fair value of financial instruments

 

5,121

 

 

5,121

 

 

5,121

 

Non-cash income tax benefit

 

(9,431

)

(21,409

)

(30,840

)

 

(30,840

)

Loss on extinguishment of debt, net

 

5,013

 

 

5,013

 

 

5,013

 

Merger-related expenses, deal costs and re-audit fees

 

54,389

 

 

54,389

 

(1,547

)

52,842

 

Amortization of other intangibles

 

1,246

 

 

1,246

 

 

1,246

 

Normalized FFO

 

$

1,330,018

 

$

119,500

 

$

1,449,518

 

$

(286,583

)

$

1,162,935

 

 

 

 

 

 

 

 

 

Ventas
Historical

 

Total Pro
Forma

 

 

 

 

 

 

 

Income from continuing operations attributable to common stockholders, including real estate dispositions

 

$

1.59

 

$

0.86

 

Discontinued operations

 

0.01

 

0.01

 

Net income attributable to common stockholders

 

1.60

 

0.86

 

Adjustments:

 

 

 

 

 

Real estate depreciation and amortization

 

2.77

 

2.67

 

Real estate depreciation related to noncontrolling interest

 

(0.03

)

(0.03

)

Real estate depreciation related to unconsolidated entities

 

0.02

 

0.02

 

Gain on real estate dispositions

 

(0.06

)

(0.06

)

Discontinued operations:

 

 

 

 

 

Gain on real estate dispositions

 

(0.01

)

(0.00

)

Depreciation on real estate assets

 

0.01

 

0.00

 

FFO

 

4.29

 

3.46

 

Adjustments:

 

 

 

 

 

Change in fair value of financial instruments

 

0.02

 

0.02

 

Non-cash income tax benefit

 

(0.03

)

(0.09

)

Loss on extinguishment of debt, net

 

0.02

 

0.02

 

Merger-related expenses, deal costs and re-audit costs

 

0.18

 

0.16

 

Amortization of other intangibles

 

0.00

 

0.00

 

Normalized FFO

 

$

4.48

 

$

3.56

 

 

 

 

 

 

 

Dilutive shares outstanding used in computing FFO and normalized FFO per common share

 

296,677

 

326,210

 

 


(1) Per share amounts may not add due to rounding.

 



 

Unaudited pro forma Funds From Operations (“FFO”) and normalized FFO are presented herein for informational purposes only and are based on available information and assumptions that the Company’s management believes to be reasonable; however, they are not necessarily indicative of what Ventas’s FFO or normalized FFO actually would have been assuming the transactions had occurred as of the dates indicated.

 

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.  To overcome this problem, Ventas considers FFO and normalized FFO to be appropriate measures of operating performance of an equity REIT.  In particular, Ventas believes that normalized FFO is useful because it allows investors, analysts and Ventas management to compare Ventas’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 unanticipated items and other events such as transactions and litigation.  In some cases, Ventas provides information about identified non-cash components of FFO and normalized FFO because it allows investors, analysts and Ventas management to assess the impact of those items on Ventas’s financial results.

 

Ventas uses the National Association of Real Estate Investment Trusts (“NAREIT”) definition of FFO.  NAREIT defines FFO as net income (computed in accordance with GAAP), excluding gains (or losses) from sales of real estate property, including gain 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.  Ventas 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 the Company’s 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 and derivative transactions that have non-cash mark-to-market impacts on the Company’s consolidated statements of income; (d) the impact of future acquisitions or divestitures (including pursuant to tenant options to purchase) and capital transactions; (e) the financial impact of contingent consideration, severance-related costs, charitable donations made to the Ventas Charitable Foundation, gains and losses for non-operational foreign currency hedge agreements and changes in the fair value of financial instruments; and (f) expenses related to the re-audit and re-review of the Company’s historical financial statements and related matters.

 

FFO and normalized FFO presented herein may not be identical to FFO and normalized FFO presented by other real estate companies due to the fact that not all real estate companies use the same definitions.  FFO and normalized FFO should not be considered as alternatives to net income (determined in accordance with GAAP) as indicators of Ventas’s financial performance or as alternatives to cash flow from operating activities (determined in accordance with GAAP) as measures of Ventas’s liquidity, nor is FFO and normalized FFO necessarily indicative of sufficient cash flow to fund all of Ventas’s needs.  Ventas believes that in order to facilitate a clear understanding of Ventas’s consolidated historical operating results, FFO and normalized FFO should be examined in conjunction with net income as presented in the unaudited pro forma condensed consolidated financial statements.