UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
______________
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported): April
24, 2015
VENTAS,
INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
|
1-10989
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61-1055020
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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353 N. Clark Street, Suite 3300, Chicago, Illinois
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60654
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s Telephone Number, Including Area Code: (877)
483-6827
Not Applicable
Former
Name or Former Address, if Changed Since Last Report
Check the
appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Registrant under any
of the following provisions:
⃞
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
⃞
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
⃞
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
⃞
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition.
On April 24, 2015, Ventas, Inc. (the “Company”) issued a press release
announcing its results of operations for the quarter ended March 31,
2015. A copy of the press release is furnished herewith as Exhibit 99.1
and incorporated in this Item 2.02 by reference.
Item
9.01. Financial Statements and Exhibits.
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(a)
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Financial Statements of Businesses Acquired.
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Not applicable.
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(b)
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Pro Forma Financial Information.
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Not applicable.
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(c)
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Shell Company Transactions.
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Not applicable.
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(d)
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Exhibits:
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Exhibit
Number
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Description
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99.1
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Press release issued by the Company on April 24, 2015.
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SIGNATURES
Pursuant to
the requirements of the Securities Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
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VENTAS, INC.
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Date:
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April 24, 2015
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By:
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/s/ Kristen M. Benson
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Kristen M. Benson
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Senior Vice President, Associate
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General Counsel and Corporate
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Secretary
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EXHIBIT INDEX
Exhibit
Number
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Description
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99.1
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Press release issued by the Company on April 24, 2015
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Exhibit 99.1
Ventas
Reports Record 2015 First Quarter Results and Increases Guidance
-
Record
2015 First Quarter Normalized FFO Grows Eight Percent to $1.18 Per
Diluted Share
-
Total
2015 First Quarter Investments Exceed $3.5 Billion
-
Increases
2015 Normalized FFO Guidance to $4.67 to $4.75 Per Diluted Share
CHICAGO--(BUSINESS WIRE)--April 24, 2015--Ventas, Inc. (NYSE: VTR)
(“Ventas” or the “Company”) today reported that normalized Funds From
Operations (“FFO”) for the quarter ended March 31, 2015 increased 20
percent to $387.5 million, from $323.4 million for the comparable 2014
period. Normalized FFO per diluted common share grew eight percent to
$1.18 for the quarter ended March 31, 2015, as compared to $1.09 for the
comparable 2014 period. Weighted average diluted shares outstanding for
the first quarter of 2015 increased to 329.2 million, compared to 296.2
million in 2014.
Record Results, Value Creating Acquisitions and Innovative
Transactions
“Once again, we are pleased to report record results, in line with our
expectations, driven by accretive acquisitions, well-executed capital
markets transactions and active asset management of our diverse,
high-quality portfolio,” Ventas Chairman and Chief Executive Officer
Debra A. Cafaro said. “Our recently announced spin-off of most of our
skilled nursing portfolio into a pure-play REIT and our pending Ardent
hospital acquisition will create two focused higher growth companies and
enhance our leading position in healthcare and senior living real
estate.”
Net income attributable to common stockholders for the quarter ended
March 31, 2015 was $120.4 million, or $0.37 per diluted common share.
Net income attributable to common stockholders for the quarter ended
March 31, 2014 was $121.0 million, or $0.41 per diluted common share.
Net income attributable to common stockholders for the quarter ended
December 31, 2014 was $107.2 million, or $0.36 per diluted common share.
FFO, as defined by the National Association of Real Estate Investment
Trusts (“NAREIT”), for the first quarter of 2015 was $358.8 million, or
$1.09 per diluted common share. NAREIT FFO for the first quarter of 2014
was $309.8 million, or $1.05 per diluted common share. NAREIT FFO per
share growth was lower than normalized FFO per share growth for the same
period due principally to the exclusion of transaction costs in both
periods in normalized FFO, consistent with the Company’s guidance and
historical practice.
First Quarter 2015 Highlights
-
Same-store cash net operating income (“NOI”) growth for the Company’s
total portfolio (1,344 assets) was 3.2 percent, expressed in constant
currency, for the quarter ended March 31, 2015 compared to the same
period in 2014.
-
Total seniors housing operating portfolio (“SHOP”) NOI was $148.6
million, an increase of 21 percent over the comparable 2014 period.
Same-store SHOP NOI grew 0.9 percent, expressed in constant currency,
for the 234 same-store properties over first quarter 2014 results. The
year earlier period benefited from $2.2 million in real estate tax
credits; without such credit, same-store NOI growth would have been
2.7%.
-
In January 2015, the Company completed its previously announced
acquisition of 152 healthcare and senior living assets owned by
American Realty Capital Healthcare Trust, Inc. (“HCT”) in a stock and
cash transaction. The transaction was funded with 28.4 million shares
of Ventas common stock, 1.1 million units redeemable for shares of
Ventas common stock, cash and the assumption of debt.
-
Ventas made investments totaling $3.6 billion during the first quarter
of 2015, including five care homes in the U.K., twelve skilled nursing
facilities and development and redevelopment fundings approximating
$33.5 million.
-
In January 2015, Ventas issued and sold $1.1 billion of senior notes
with a weighted average interest rate below 3.7 percent and a weighted
average maturity of 15 years. The issuances were composed of $900
million aggregate principal amount of USD senior notes and CAD notes
of 250 million.
-
During the first quarter of 2015, Ventas issued and sold a total of
3.8 million shares of common stock for aggregate proceeds of
approximately $290 million (before sales commissions) under its “at
the market” (“ATM”) equity offering program. Ventas replaced its
expiring shelf registration statement during the quarter and in
conjunction therewith replaced its prior ATM program with a new ATM
program. The Company has not issued any shares under the new ATM
program.
-
Year-to-date, Ventas has sold 45 properties and received final
repayment on loans receivable for approximately $474 million in
aggregate proceeds. The GAAP yield on the dispositions and loan
repayments was seven percent.
Recent Developments
-
In April 2015, Ventas announced its plan to spin off (the “Spin-Off”)
most of its skilled nursing facility (“SNF”) portfolio into an
independent, publicly traded REIT named Care Capital Properties, Inc.
(“CCP”). The transaction is expected to be completed in the second
half of 2015 and is intended to qualify as a tax-free distribution to
Ventas shareholders. CCP filed its Form 10 registration statement
relating to the Spin-Off with the Securities and Exchange Commission
on April 23, 2015.
-
Ventas also announced in April 2015 its plan to acquire
privately-owned Ardent Medical Services, Inc. (with its affiliates,
“Ardent Health Services”), one of the ten largest for-profit hospital
companies in the U.S. The accretive transaction, which is expected to
close mid-year 2015, will also consist of (a) a buy-out of a minority
partner interest for incremental investment, (b) the separation of
Ardent Health Services’ hospital operations from its owned real estate
and (c) the sale of these hospital operations to one or more newly
formed entities (collectively, “Ardent”), to be owned by current
management of Ardent Health Services, other equity sources, and up to
9.9 percent by Ventas. Ventas and Ardent will enter into pre-agreed
long-term triple-net leases with an expected going in cash yield
exceeding 7 percent on a projected $1.4 billion net real estate
investment value. The transaction is subject to the satisfaction of
certain specified closing conditions, including receipt of regulatory
approvals.
-
The Company’s net debt to Adjusted Pro Forma EBITDA (as defined
herein) at March 31, 2015 is 5.7x. Current debt-to-enterprise value
now stands at 32 percent.
-
The Company currently has a strong liquidity position, with
approximately $1.7 billion available under its revolving credit
facility, as well as $71 million of cash on hand.
-
The Company paid a dividend of $0.79 per share during the first
quarter, in two installments, a nine percent increase over the first
quarter of 2014.
Increasing 2015 Normalized FFO Guidance
Ventas currently expects its 2015 normalized FFO per diluted share to
increase to a range between $4.67 and $4.75. This updated guidance range
represents four to six percent growth in normalized FFO per share over
2014. Second quarter 2015 normalized FFO per diluted share growth is
expected to be below this full-year growth range due to timing of
dispositions, reinvestments and fee income. Ventas currently expects its
2015 NAREIT FFO per diluted share to range between $4.47 and $4.59, due
principally to deal costs related to its investment activity.
The Company’s expectations include its pending acquisition of Ardent
Health Services, funded on a leverage neutral basis, upon the terms and
timing discussed above. This guidance does not take into account any
impact from the Spin-Off of CCP. The Company’s guidance assumes about
$600 million in property dispositions and receipt of loan repayments,
substantially all of which were completed and received in the first
quarter of 2015, with mid-year reinvestment of net proceeds into the
Ardent acquisition. No further investment or disposition activity is
included in the Company’s guidance range.
Same-store cash NOI is forecast to grow 2.5 to 3.5 percent in 2015,
which is consistent with previous guidance.
A reconciliation of the Company’s guidance to the Company’s projected
GAAP earnings is included in this press release.
FIRST QUARTER 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 (866) 700-6293 (or (617) 213-8835 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
(888) 286-8010 (or (617) 801-6888 for international callers), passcode
31511307, beginning at approximately 2:00 p.m. Eastern Time and will
remain available for 35 days.
Ventas, Inc., an S&P 500 company, is a leading real estate investment
trust. Its diverse portfolio of more than 1,600 assets in the United
States, Canada and the United Kingdom consists of seniors housing
communities, medical office buildings, skilled nursing facilities,
hospitals and other properties. 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. More information about Ventas and
Lillibridge can be found at www.ventasreit.com and www.lillibridge.com.
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/financial-information/supplemental-information.
A comprehensive listing of the Company’s properties is available at www.ventasreit.com/our-portfolio/properties-by-location.
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
statements include, but are not limited to, statements regarding the
expected timing of the completion of the proposed transaction with
Ardent Health Services and the Spin-Off, the benefits of the proposed
transaction with Ardent Health Services and the Spin-Off, including
future financial and operating results, statements regarding plans,
objectives, and expectations relating to the proposed transaction with
Ardent Health Services and the Spin-Off and other statements that are
not historical facts. In addition, 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 Securities and Exchange Commission. 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,
including investments in different asset types and outside the United
States; (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 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 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
ended December 31, 2014 and for the year ending December 31, 2015; (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 or manager, and obligations, including
indemnification obligations, the Company may incur in connection with
the replacement of an existing tenant or manager; (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,
to accurately estimate its costs in fixed fee-for-service projects 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) the Company’s ability to
build, maintain and expand its relationships with existing and
prospective hospital and health system clients; (v) 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; (w) the
impact of market or issuer events on the liquidity or value of the
Company’s investments in marketable securities; (x) merger and
acquisition 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; (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; (aa) the inability to complete the acquisition of
Ardent Health Services and the separation and sale of Ardent Health
Services’ hospital operations on terms acceptable to Ventas or at all;
(bb) the failure to satisfy any conditions to completion of the Ardent
Health Services transaction on terms acceptable to Ventas or at all;
(cc) the occurrence of any event, change or other circumstances that
could give rise to the termination of the Ardent Health Services
purchase agreement or any other agreement relating to the transaction;
(dd) the risk that the expected benefits of the Ardent Health Services
transaction, including financial results, may not be fully realized or
may take longer to realize than expected; (ee) risks related to
disruption of management’s attention from ongoing business operations
due to the proposed Ardent Health Services transaction; (ff) the effect
of the announcement of the proposed Ardent Health Services transaction
on Ventas’s or Ardent Health Services’ relationships with their
respective customers, tenants, lenders, operating results and businesses
generally; (gg) uncertainties as to the completion and timing of the
Spin-Off; (hh) the failure to satisfy any conditions to complete the
Spin-Off, (ii) the expected tax treatment of the Spin-Off, (jj) the
inability to obtain certain third party consents required to transfer
certain properties in connection with the Spin-Off; and (kk) the impact
of the Spin-Off on the businesses of Ventas and CCP. Many of
these factors are beyond the control of the Company and its management.
CONSOLIDATED BALANCE SHEETS
|
As of March 31, 2015, December 31, 2014, September 30, 2014, June
30, 2014 and March 31, 2014
|
(In thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
December 31,
|
|
September 30,
|
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June 30,
|
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March 31,
|
|
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2015
|
|
2014
|
|
2014
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2014
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2014
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Assets
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Real estate investments:
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|
|
|
|
|
|
|
|
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Land and improvements
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$
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2,252,402
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|
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$
|
1,956,128
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|
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$
|
1,937,888
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|
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$
|
1,848,922
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|
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$
|
1,867,146
|
|
Buildings and improvements
|
|
21,933,742
|
|
|
19,895,043
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|
|
19,664,973
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|
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18,591,786
|
|
|
18,658,616
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|
Construction in progress
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|
134,195
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|
|
120,123
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|
|
116,975
|
|
|
93,629
|
|
|
71,862
|
|
Acquired lease intangibles
|
|
1,300,654
|
|
|
1,039,651
|
|
|
1,039,949
|
|
|
1,009,474
|
|
|
1,014,711
|
|
|
|
25,620,993
|
|
|
23,010,945
|
|
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22,759,785
|
|
|
21,543,811
|
|
|
21,612,335
|
|
Accumulated depreciation and amortization
|
|
(4,202,334
|
)
|
|
(4,025,386
|
)
|
|
(3,833,974
|
)
|
|
(3,657,541
|
)
|
|
(3,515,868
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)
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Net real estate property
|
|
21,418,659
|
|
|
18,985,559
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|
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18,925,811
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|
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17,886,270
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|
|
18,096,467
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|
Secured loans receivable and investments, net
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|
773,773
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|
|
829,756
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407,551
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414,051
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|
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376,074
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Investments in unconsolidated entities
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|
95,147
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91,872
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88,175
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89,423
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|
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90,929
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Net real estate investments
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22,287,579
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|
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19,907,187
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|
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19,421,537
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|
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18,389,744
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|
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18,563,470
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Cash and cash equivalents
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|
120,225
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|
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55,348
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|
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64,595
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|
|
86,635
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|
|
59,791
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Escrow deposits and restricted cash
|
|
223,772
|
|
|
71,771
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|
|
78,746
|
|
|
75,514
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|
|
76,110
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Deferred financing costs, net
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|
71,386
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|
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60,328
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|
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64,898
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|
|
63,399
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|
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59,726
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Other assets
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|
1,736,909
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|
|
1,131,537
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|
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1,021,389
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|
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1,175,494
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|
|
943,671
|
|
Total assets
|
|
$
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24,439,871
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|
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$
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21,226,171
|
|
|
$
|
20,651,165
|
|
|
$
|
19,790,786
|
|
|
$
|
19,702,768
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and equity
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|
|
|
|
|
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|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
Senior notes payable and other debt
|
|
$
|
11,603,925
|
|
|
$
|
10,888,092
|
|
|
$
|
10,469,106
|
|
|
$
|
9,602,439
|
|
|
$
|
9,481,051
|
|
Accrued interest
|
|
77,359
|
|
|
62,097
|
|
|
69,112
|
|
|
56,722
|
|
|
61,083
|
|
Accounts payable and other liabilities
|
|
1,016,592
|
|
|
1,005,232
|
|
|
965,240
|
|
|
975,282
|
|
|
938,098
|
|
Deferred income taxes
|
|
371,785
|
|
|
344,337
|
|
|
361,454
|
|
|
256,392
|
|
|
252,499
|
|
Total liabilities
|
|
13,069,661
|
|
|
12,299,758
|
|
|
11,864,912
|
|
|
10,890,835
|
|
|
10,732,731
|
|
|
|
|
|
|
|
|
|
|
|
|
Redeemable OP unitholder and noncontrolling interests
|
|
257,246
|
|
|
172,016
|
|
|
163,080
|
|
|
169,292
|
|
|
160,115
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity:
|
|
|
|
|
|
|
|
|
|
|
Ventas stockholders' equity:
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, $1.00 par value; 10,000 shares authorized, unissued
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Common stock, $0.25 par value; 330,913; 298,478; 294,359; 294,358;
and 294,346 shares issued at March 31, 2015, December 31, 2014,
September 30, 2014, June 30, 2014 and March 31, 2014, respectively
|
|
82,718
|
|
|
74,656
|
|
|
73,603
|
|
|
73,602
|
|
|
73,599
|
|
Capital in excess of par value
|
|
12,616,056
|
|
|
10,119,306
|
|
|
9,859,490
|
|
|
9,849,301
|
|
|
9,858,733
|
|
Accumulated other comprehensive income
|
|
4,357
|
|
|
13,121
|
|
|
16,156
|
|
|
26,255
|
|
|
18,464
|
|
Retained earnings (deficit)
|
|
(1,660,856
|
)
|
|
(1,526,388
|
)
|
|
(1,398,378
|
)
|
|
(1,294,048
|
)
|
|
(1,218,967
|
)
|
Treasury stock, 32; 7; 32; 0; and 3 shares at March 31, 2015,
December 31, 2014, September 30, 2014, June 30, 2014 and March 31,
2014, respectively
|
|
(2,385
|
)
|
|
(511
|
)
|
|
(2,075
|
)
|
|
—
|
|
|
(162
|
)
|
Total Ventas stockholders' equity
|
|
11,039,890
|
|
|
8,680,184
|
|
|
8,548,796
|
|
|
8,655,110
|
|
|
8,731,667
|
|
Noncontrolling interest
|
|
73,074
|
|
|
74,213
|
|
|
74,377
|
|
|
75,549
|
|
|
78,255
|
|
Total equity
|
|
11,112,964
|
|
|
8,754,397
|
|
|
8,623,173
|
|
|
8,730,659
|
|
|
8,809,922
|
|
Total liabilities and equity
|
|
$
|
24,439,871
|
|
|
$
|
21,226,171
|
|
|
$
|
20,651,165
|
|
|
$
|
19,790,786
|
|
|
$
|
19,702,768
|
|
|
CONSOLIDATED STATEMENTS OF INCOME
|
For the three months ended March 31, 2015 and 2014
|
(In thousands, except per share amounts)
|
|
|
|
|
|
|
|
For the Three Months Ended
|
|
|
March 31,
|
|
|
2015
|
|
2014
|
Revenues:
|
|
|
|
|
Rental income:
|
|
|
|
|
Triple-net leased
|
|
$
|
266,206
|
|
|
$
|
237,846
|
|
Medical office buildings
|
|
136,990
|
|
|
115,223
|
|
|
|
403,196
|
|
|
353,069
|
|
Resident fees and services
|
|
446,914
|
|
|
371,061
|
|
Medical office building and other services revenue
|
|
10,543
|
|
|
6,300
|
|
Income from loans and investments
|
|
22,899
|
|
|
10,767
|
|
Interest and other income
|
|
472
|
|
|
273
|
|
Total revenues
|
|
884,024
|
|
|
741,470
|
|
Expenses:
|
|
|
|
|
Interest
|
|
106,590
|
|
|
87,841
|
|
Depreciation and amortization
|
|
247,441
|
|
|
193,594
|
|
Property-level operating expenses:
|
|
|
|
|
Senior living
|
|
298,362
|
|
|
248,295
|
|
Medical office buildings
|
|
42,349
|
|
|
39,345
|
|
|
|
340,711
|
|
|
287,640
|
|
Medical office building services costs
|
|
6,918
|
|
|
3,371
|
|
General, administrative and professional fees
|
|
34,330
|
|
|
32,866
|
|
Loss (gain) on extinguishment of debt, net
|
|
21
|
|
|
(259
|
)
|
Merger-related expenses and deal costs
|
|
35,172
|
|
|
10,760
|
|
Other
|
|
5,296
|
|
|
5,229
|
|
Total expenses
|
|
776,479
|
|
|
621,042
|
|
Income before (loss) income from unconsolidated entities, income
taxes, discontinued operations, real estate dispositions and
noncontrolling interest
|
|
107,545
|
|
|
120,428
|
|
(Loss) income from unconsolidated entities
|
|
(251
|
)
|
|
248
|
|
Income tax benefit (expense)
|
|
7,250
|
|
|
(3,433
|
)
|
Income from continuing operations
|
|
114,544
|
|
|
117,243
|
|
Discontinued operations
|
|
(423
|
)
|
|
3,031
|
|
Gain on real estate dispositions
|
|
6,686
|
|
|
1,000
|
|
Net income
|
|
120,807
|
|
|
121,274
|
|
Net income attributable to noncontrolling interest
|
|
365
|
|
|
227
|
|
Net income attributable to common stockholders
|
|
$
|
120,442
|
|
|
$
|
121,047
|
|
Earnings per common share:
|
|
|
|
|
Basic:
|
|
|
|
|
Income from continuing operations attributable to common
stockholders, including real estate dispositions
|
|
$
|
0.37
|
|
|
$
|
0.40
|
|
Discontinued operations
|
|
(0.00
|
)
|
|
0.01
|
|
Net income attributable to common stockholders
|
|
$
|
0.37
|
|
|
$
|
0.41
|
|
Diluted:
|
|
|
|
|
Income from continuing operations attributable to common
stockholders, including real estate dispositions
|
|
$
|
0.37
|
|
|
$
|
0.40
|
|
Discontinued operations
|
|
(0.00
|
)
|
|
0.01
|
|
Net income attributable to common stockholders
|
|
$
|
0.37
|
|
|
$
|
0.41
|
|
|
|
|
|
|
Weighted average shares used in computing earnings per common
share:
|
|
|
|
|
Basic
|
|
325,454
|
|
|
293,875
|
|
Diluted
|
|
329,203
|
|
|
296,245
|
|
|
|
|
|
|
Dividends declared per common share
|
|
$
|
0.79
|
|
|
$
|
0.725
|
|
|
QUARTERLY CONSOLIDATED STATEMENTS OF INCOME
|
(In thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015 First
|
|
2014 Quarters
|
|
|
Quarter
|
|
Fourth
|
|
Third
|
|
Second
|
|
First
|
|
|
|
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
Rental income:
|
|
|
|
|
|
|
|
|
|
|
Triple-net leased
|
|
$
|
266,206
|
|
|
$
|
245,599
|
|
|
$
|
244,206
|
|
|
$
|
242,726
|
|
|
$
|
237,846
|
|
Medical office buildings
|
|
136,990
|
|
|
116,907
|
|
|
116,598
|
|
|
114,890
|
|
|
115,223
|
|
|
|
403,196
|
|
|
362,506
|
|
|
360,804
|
|
|
357,616
|
|
|
353,069
|
|
Resident fees and services
|
|
446,914
|
|
|
411,170
|
|
|
396,247
|
|
|
374,473
|
|
|
371,061
|
|
Medical office building and other services revenue
|
|
10,543
|
|
|
11,124
|
|
|
7,573
|
|
|
4,367
|
|
|
6,300
|
|
Income from loans and investments
|
|
22,899
|
|
|
15,734
|
|
|
14,043
|
|
|
14,625
|
|
|
10,767
|
|
Interest and other income
|
|
472
|
|
|
3,453
|
|
|
368
|
|
|
173
|
|
|
273
|
|
Total revenues
|
|
884,024
|
|
|
803,987
|
|
|
779,035
|
|
|
751,254
|
|
|
741,470
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
Interest
|
|
106,590
|
|
|
99,031
|
|
|
98,469
|
|
|
91,501
|
|
|
87,841
|
|
Depreciation and amortization
|
|
247,441
|
|
|
241,275
|
|
|
201,224
|
|
|
190,818
|
|
|
193,594
|
|
Property-level operating expenses:
|
|
|
|
|
|
|
|
|
|
|
Senior living
|
|
298,362
|
|
|
273,563
|
|
|
265,274
|
|
|
249,424
|
|
|
248,295
|
|
Medical office buildings
|
|
42,349
|
|
|
38,715
|
|
|
41,147
|
|
|
39,335
|
|
|
39,345
|
|
|
|
340,711
|
|
|
312,278
|
|
|
306,421
|
|
|
288,759
|
|
|
287,640
|
|
Medical office building services costs
|
|
6,918
|
|
|
7,527
|
|
|
4,568
|
|
|
1,626
|
|
|
3,371
|
|
General, administrative and professional fees
|
|
34,330
|
|
|
28,108
|
|
|
29,466
|
|
|
31,306
|
|
|
32,866
|
|
Loss (gain) on extinguishment of debt, net
|
|
21
|
|
|
485
|
|
|
2,414
|
|
|
2,924
|
|
|
(259
|
)
|
Merger-related expenses and deal costs
|
|
35,172
|
|
|
7,943
|
|
|
16,749
|
|
|
9,599
|
|
|
10,760
|
|
Other
|
|
5,296
|
|
|
13,604
|
|
|
15,229
|
|
|
4,863
|
|
|
5,229
|
|
Total expenses
|
|
776,479
|
|
|
710,251
|
|
|
674,540
|
|
|
621,396
|
|
|
621,042
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before (loss) income from unconsolidated entities, income
taxes, discontinued operations, real estate dispositions and
noncontrolling interest
|
|
107,545
|
|
|
93,736
|
|
|
104,495
|
|
|
129,858
|
|
|
120,428
|
|
(Loss) income from unconsolidated entities
|
|
(251
|
)
|
|
(688
|
)
|
|
(47
|
)
|
|
348
|
|
|
248
|
|
Income tax benefit (expense)
|
|
7,250
|
|
|
13,552
|
|
|
1,887
|
|
|
(3,274
|
)
|
|
(3,433
|
)
|
Income from continuing operations
|
|
114,544
|
|
|
106,600
|
|
|
106,335
|
|
|
126,932
|
|
|
117,243
|
|
Discontinued operations
|
|
(423
|
)
|
|
(411
|
)
|
|
(259
|
)
|
|
(255
|
)
|
|
3,031
|
|
Gain on real estate dispositions
|
|
6,686
|
|
|
1,456
|
|
|
3,625
|
|
|
11,889
|
|
|
1,000
|
|
Net income
|
|
120,807
|
|
|
107,645
|
|
|
109,701
|
|
|
138,566
|
|
|
121,274
|
|
Net income attributable to noncontrolling interest
|
|
365
|
|
|
455
|
|
|
569
|
|
|
168
|
|
|
227
|
|
Net income attributable to common stockholders
|
|
$
|
120,442
|
|
|
$
|
107,190
|
|
|
$
|
109,132
|
|
|
$
|
138,398
|
|
|
$
|
121,047
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
Basic:
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations attributable to common
stockholders, including real estate dispositions
|
|
$
|
0.37
|
|
|
$
|
0.36
|
|
|
$
|
0.37
|
|
|
$
|
0.47
|
|
|
$
|
0.40
|
|
Discontinued operations
|
|
(0.00
|
)
|
|
(0.00
|
)
|
|
(0.00
|
)
|
|
(0.00
|
)
|
|
0.01
|
|
Net income attributable to common stockholders
|
|
$
|
0.37
|
|
|
$
|
0.36
|
|
|
$
|
0.37
|
|
|
$
|
0.47
|
|
|
$
|
0.41
|
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations attributable to common
stockholders, including real estate dispositions
|
|
$
|
0.37
|
|
|
$
|
0.36
|
|
|
$
|
0.37
|
|
|
$
|
0.47
|
|
|
$
|
0.40
|
|
Discontinued operations
|
|
(0.00
|
)
|
|
(0.00
|
)
|
|
(0.00
|
)
|
|
(0.00
|
)
|
|
0.01
|
|
Net income attributable to common stockholders
|
|
$
|
0.37
|
|
|
$
|
0.36
|
|
|
$
|
0.37
|
|
|
$
|
0.47
|
|
|
$
|
0.41
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares used in computing earnings per common
share:
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
325,454
|
|
|
294,810
|
|
|
294,030
|
|
|
293,988
|
|
|
293,875
|
|
Diluted
|
|
329,203
|
|
|
297,480
|
|
|
296,495
|
|
|
296,504
|
|
|
296,245
|
|
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
For the three months ended March 31, 2015 and 2014
|
(In thousands)
|
|
|
2015
|
|
2014
|
Cash flows from operating activities:
|
|
|
|
|
Net income
|
|
$
|
120,807
|
|
|
$
|
121,274
|
|
Adjustments to reconcile net income to net cash provided by
operating activities:
|
|
|
|
|
Depreciation and amortization (including amounts in discontinued
operations)
|
|
247,453
|
|
|
193,876
|
|
Amortization of deferred revenue and lease intangibles, net
|
|
(6,603
|
)
|
|
(5,383
|
)
|
Other non-cash amortization
|
|
(519
|
)
|
|
(1,965
|
)
|
Stock-based compensation
|
|
6,307
|
|
|
6,044
|
|
Straight-lining of rental income, net
|
|
(8,679
|
)
|
|
(7,914
|
)
|
Loss (gain) on extinguishment of debt, net
|
|
21
|
|
|
(259
|
)
|
Gain on real estate dispositions (including amounts in discontinued
operations)
|
|
(6,686
|
)
|
|
(2,437
|
)
|
Income tax (benefit) expense
|
|
(7,850
|
)
|
|
3,433
|
|
Loss (income) from unconsolidated entities
|
|
251
|
|
|
(248
|
)
|
Other
|
|
2,860
|
|
|
3,076
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
Decrease in other assets
|
|
21,073
|
|
|
6,241
|
|
Increase in accrued interest
|
|
15,792
|
|
|
6,753
|
|
Decrease in accounts payable and other liabilities
|
|
(40,058
|
)
|
|
(38,070
|
)
|
Net cash provided by operating activities
|
|
344,169
|
|
|
284,421
|
|
Cash flows from investing activities:
|
|
|
|
|
Net investment in real estate property
|
|
(1,072,539
|
)
|
|
(181,866
|
)
|
Investment in loans receivable and other
|
|
(39,573
|
)
|
|
(1,192
|
)
|
Proceeds from real estate disposals
|
|
166,341
|
|
|
26,150
|
|
Proceeds from loans receivable
|
|
92,056
|
|
|
1,163
|
|
Purchase of marketable securities
|
|
—
|
|
|
(25,000
|
)
|
Funds held in escrow for future development expenditures
|
|
4,003
|
|
|
2,602
|
|
Development project expenditures
|
|
(33,467
|
)
|
|
(23,948
|
)
|
Capital expenditures
|
|
(21,171
|
)
|
|
(16,134
|
)
|
Other
|
|
(4,180
|
)
|
|
(125
|
)
|
Net cash used in investing activities
|
|
(908,530
|
)
|
|
(218,350
|
)
|
Cash flows from financing activities:
|
|
|
|
|
Net change in borrowings under credit facility
|
|
(452,897
|
)
|
|
181,754
|
|
Proceeds from debt
|
|
1,092,833
|
|
|
—
|
|
Repayment of debt
|
|
(24,647
|
)
|
|
(67,773
|
)
|
Purchase of noncontrolling interest
|
|
(2,660
|
)
|
|
—
|
|
Payment of deferred financing costs
|
|
(14,435
|
)
|
|
(167
|
)
|
Issuance of common stock, net
|
|
285,327
|
|
|
—
|
|
Cash distribution to common stockholders
|
|
(254,910
|
)
|
|
(213,473
|
)
|
Cash distribution to redeemable OP unitholders
|
|
(2,365
|
)
|
|
(1,402
|
)
|
Purchases of redeemable OP units
|
|
(569
|
)
|
|
—
|
|
Distributions to noncontrolling interest
|
|
(1,822
|
)
|
|
(2,237
|
)
|
Other
|
|
5,690
|
|
|
1,641
|
|
Net cash provided by (used in) financing activities
|
|
629,545
|
|
|
(101,657
|
)
|
Net increase (decrease) in cash and cash equivalents
|
|
65,184
|
|
|
(35,586
|
)
|
Effect of foreign currency translation on cash and cash equivalents
|
|
(307
|
)
|
|
561
|
|
Cash and cash equivalents at beginning of period
|
|
55,348
|
|
|
94,816
|
|
Cash and cash equivalents at end of period
|
|
$
|
120,225
|
|
|
$
|
59,791
|
|
|
|
|
|
|
Supplemental schedule of non-cash activities:
|
|
|
|
|
Assets and liabilities assumed from acquisitions:
|
|
|
|
|
Real estate investments
|
|
$
|
2,542,829
|
|
|
$
|
2,952
|
|
Other assets acquired
|
|
16,711
|
|
|
—
|
|
Debt assumed
|
|
177,857
|
|
|
—
|
|
Other liabilities
|
|
45,736
|
|
|
2,952
|
|
Deferred income tax liability
|
|
44,117
|
|
|
—
|
|
Noncontrolling interests
|
|
87,245
|
|
|
—
|
|
Equity issued
|
|
2,204,585
|
|
|
—
|
|
|
QUARTERLY CONSOLIDATED STATEMENTS OF CASH FLOWS
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015 First
|
|
2014 Quarters
|
|
|
Quarter
|
|
Fourth
|
|
Third
|
|
Second
|
|
First
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
120,807
|
|
|
$
|
107,645
|
|
|
$
|
109,701
|
|
|
$
|
138,566
|
|
|
$
|
121,274
|
|
Adjustments to reconcile net income to net cash provided by
operating activities:
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization (including amounts in discontinued
operations)
|
|
247,453
|
|
|
241,291
|
|
|
201,236
|
|
|
192,064
|
|
|
193,876
|
|
Amortization of deferred revenue and lease intangibles, net
|
|
(6,603
|
)
|
|
(4,096
|
)
|
|
(4,896
|
)
|
|
(4,496
|
)
|
|
(5,383
|
)
|
Other non-cash amortization
|
|
(519
|
)
|
|
304
|
|
|
2,312
|
|
|
(963
|
)
|
|
(1,965
|
)
|
Stock-based compensation
|
|
6,307
|
|
|
4,202
|
|
|
5,381
|
|
|
5,367
|
|
|
6,044
|
|
Straight-lining of rental income, net
|
|
(8,679
|
)
|
|
(9,043
|
)
|
|
(12,413
|
)
|
|
(9,317
|
)
|
|
(7,914
|
)
|
Loss (gain) on extinguishment of debt, net
|
|
21
|
|
|
485
|
|
|
2,414
|
|
|
2,924
|
|
|
(259
|
)
|
Gain on real estate dispositions (including amounts in discontinued
operations)
|
|
(6,686
|
)
|
|
(1,457
|
)
|
|
(3,584
|
)
|
|
(11,705
|
)
|
|
(2,437
|
)
|
Gain on real estate loan investments
|
|
—
|
|
|
(1,206
|
)
|
|
(249
|
)
|
|
—
|
|
|
—
|
|
Income tax (benefit) expense
|
|
(7,850
|
)
|
|
(13,851
|
)
|
|
(1,987
|
)
|
|
2,974
|
|
|
3,433
|
|
Loss (income) from unconsolidated entities
|
|
251
|
|
|
688
|
|
|
47
|
|
|
(348
|
)
|
|
(248
|
)
|
Other
|
|
2,860
|
|
|
2,140
|
|
|
7,105
|
|
|
3,418
|
|
|
3,076
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
Decrease (increase) in other assets
|
|
21,073
|
|
|
8,623
|
|
|
(14,514
|
)
|
|
4,967
|
|
|
6,241
|
|
Increase (decrease) in accrued interest
|
|
15,792
|
|
|
(6,877
|
)
|
|
12,461
|
|
|
(4,379
|
)
|
|
6,753
|
|
(Decrease) increase in accounts payable and other liabilities
|
|
(40,058
|
)
|
|
6,025
|
|
|
21,256
|
|
|
(7,791
|
)
|
|
(38,070
|
)
|
Net cash provided by operating activities
|
|
344,169
|
|
|
334,873
|
|
|
324,270
|
|
|
311,281
|
|
|
284,421
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
Net investment in real estate property
|
|
(1,072,539
|
)
|
|
(284,250
|
)
|
|
(912,510
|
)
|
|
(89,660
|
)
|
|
(181,866
|
)
|
Investment in loans receivable and other
|
|
(39,573
|
)
|
|
(432,556
|
)
|
|
(21,948
|
)
|
|
(43,296
|
)
|
|
(1,192
|
)
|
Proceeds from real estate disposals
|
|
166,341
|
|
|
5,500
|
|
|
60,396
|
|
|
26,200
|
|
|
26,150
|
|
Proceeds from loans receivable
|
|
92,056
|
|
|
17,984
|
|
|
49,593
|
|
|
4,817
|
|
|
1,163
|
|
Purchase of marketable securities
|
|
—
|
|
|
(50,000
|
)
|
|
—
|
|
|
(21,689
|
)
|
|
(25,000
|
)
|
Proceeds from sale or maturity of marketable securities
|
|
—
|
|
|
—
|
|
|
21,689
|
|
|
—
|
|
|
—
|
|
Funds held in escrow for future development expenditures
|
|
4,003
|
|
|
1,988
|
|
|
—
|
|
|
—
|
|
|
2,602
|
|
Development project expenditures
|
|
(33,467
|
)
|
|
(35,613
|
)
|
|
(26,952
|
)
|
|
(20,475
|
)
|
|
(23,948
|
)
|
Capital expenditures
|
|
(21,171
|
)
|
|
(31,219
|
)
|
|
(20,709
|
)
|
|
(19,392
|
)
|
|
(16,134
|
)
|
Other
|
|
(4,180
|
)
|
|
(5,177
|
)
|
|
(296
|
)
|
|
—
|
|
|
(125
|
)
|
Net cash used in investing activities
|
|
(908,530
|
)
|
|
(813,343
|
)
|
|
(850,737
|
)
|
|
(163,495
|
)
|
|
(218,350
|
)
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
Net change in borrowings under credit facility
|
|
(452,897
|
)
|
|
693,887
|
|
|
46,267
|
|
|
(381,705
|
)
|
|
181,754
|
|
Proceeds from debt
|
|
1,092,833
|
|
|
—
|
|
|
1,311,046
|
|
|
696,661
|
|
|
—
|
|
Repayment of debt
|
|
(24,647
|
)
|
|
(246,278
|
)
|
|
(632,391
|
)
|
|
(204,953
|
)
|
|
(67,773
|
)
|
Purchase of noncontrolling interest
|
|
(2,660
|
)
|
|
(5,527
|
)
|
|
—
|
|
|
(3,588
|
)
|
|
—
|
|
Payment of deferred financing costs
|
|
(14,435
|
)
|
|
726
|
|
|
(8,100
|
)
|
|
(6,679
|
)
|
|
(167
|
)
|
Issuance of common stock, net
|
|
285,327
|
|
|
242,107
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Cash distribution to common stockholders
|
|
(254,910
|
)
|
|
(235,200
|
)
|
|
(213,462
|
)
|
|
(213,479
|
)
|
|
(213,473
|
)
|
Cash distribution to redeemable OP unitholders
|
|
(2,365
|
)
|
|
(1,548
|
)
|
|
(1,452
|
)
|
|
(1,360
|
)
|
|
(1,402
|
)
|
Purchases of redeemable OP units
|
|
(569
|
)
|
|
(503
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Contributions from noncontrolling interest
|
|
—
|
|
|
491
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Distributions to noncontrolling interest
|
|
(1,822
|
)
|
|
(2,799
|
)
|
|
(1,852
|
)
|
|
(2,671
|
)
|
|
(2,237
|
)
|
Other
|
|
5,690
|
|
|
25,153
|
|
|
23
|
|
|
(2,215
|
)
|
|
1,641
|
|
Net cash provided by (used in) financing activities
|
|
629,545
|
|
|
470,509
|
|
|
500,079
|
|
|
(119,989
|
)
|
|
(101,657
|
)
|
Net increase (decrease) in cash and cash equivalents
|
|
65,184
|
|
|
(7,961
|
)
|
|
(26,388
|
)
|
|
27,797
|
|
|
(35,586
|
)
|
Effect of foreign currency translation on cash and cash equivalents
|
|
(307
|
)
|
|
(1,286
|
)
|
|
4,348
|
|
|
(953
|
)
|
|
561
|
|
Cash and cash equivalents at beginning of period
|
|
55,348
|
|
|
64,595
|
|
|
86,635
|
|
|
59,791
|
|
|
94,816
|
|
Cash and cash equivalents at end of period
|
|
$
|
120,225
|
|
|
$
|
55,348
|
|
|
$
|
64,595
|
|
|
$
|
86,635
|
|
|
$
|
59,791
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental schedule of non-cash activities:
|
|
|
|
|
|
|
|
|
|
|
Assets and liabilities assumed from acquisitions:
|
|
|
|
|
|
|
|
|
|
|
Real estate investments
|
|
$
|
2,542,829
|
|
|
$
|
16,746
|
|
|
$
|
299,713
|
|
|
$
|
51,330
|
|
|
$
|
2,952
|
|
Other assets acquired
|
|
16,711
|
|
|
11,597
|
|
|
2,049
|
|
|
1,634
|
|
|
—
|
|
Debt assumed
|
|
177,857
|
|
|
12,926
|
|
|
177,035
|
|
|
51,115
|
|
|
—
|
|
Other liabilities
|
|
45,736
|
|
|
4,598
|
|
|
15,766
|
|
|
723
|
|
|
2,952
|
|
Deferred income tax liability
|
|
44,117
|
|
|
641
|
|
|
108,961
|
|
|
1,126
|
|
|
—
|
|
Noncontrolling interests
|
|
87,245
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Equity issued
|
|
2,204,585
|
|
|
10,178
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NON-GAAP FINANCIAL MEASURES RECONCILIATION
|
Funds From Operations (FFO) and Funds Available for
Distribution (FAD)(1)
|
(Dollars in thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tentative Estimates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preliminary and
|
|
Midpoint
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
YOY
|
|
Subject to Change
|
|
YOY
|
|
|
2014
|
|
2015
|
|
Growth
|
|
FY2015 - Guidance
|
|
Growth
|
|
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
|
FY
|
|
Q1
|
|
'14-'15
|
|
Low
|
|
High
|
|
'14-'15E
|
Net income attributable to common stockholders
|
|
$
|
121,047
|
|
|
$
|
138,398
|
|
|
$
|
109,132
|
|
|
$
|
107,190
|
|
|
$
|
475,767
|
|
|
$
|
120,442
|
|
|
|
|
$
|
574,045
|
|
|
$
|
603,991
|
|
|
|
Net income attributable to common stockholders per share
|
|
$
|
0.41
|
|
|
$
|
0.47
|
|
|
$
|
0.37
|
|
|
$
|
0.36
|
|
|
$
|
1.60
|
|
|
$
|
0.37
|
|
|
|
|
$
|
1.70
|
|
|
$
|
1.79
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization on real estate assets
|
|
192,043
|
|
|
189,219
|
|
|
199,617
|
|
|
239,465
|
|
|
820,344
|
|
|
245,651
|
|
|
|
|
965,000
|
|
|
985,000
|
|
|
|
Depreciation on real estate assets related to noncontrolling interest
|
|
(2,644
|
)
|
|
(2,661
|
)
|
|
(2,503
|
)
|
|
(2,506
|
)
|
|
(10,314
|
)
|
|
(2,052
|
)
|
|
|
|
(8,000
|
)
|
|
(8,400
|
)
|
|
|
Depreciation on real estate assets related to unconsolidated entities
|
|
1,494
|
|
|
1,495
|
|
|
1,471
|
|
|
1,332
|
|
|
5,792
|
|
|
1,462
|
|
|
|
|
5,600
|
|
|
6,000
|
|
|
|
Gain on real estate dispositions
|
|
(1,000
|
)
|
|
(11,889
|
)
|
|
(3,625
|
)
|
|
(1,456
|
)
|
|
(17,970
|
)
|
|
(6,686
|
)
|
|
|
|
(25,000
|
)
|
|
(35,000
|
)
|
|
|
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Gain) loss on real estate dispositions
|
|
(1,438
|
)
|
|
(45
|
)
|
|
41
|
|
|
(52
|
)
|
|
(1,494
|
)
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
|
Depreciation and amortization on real estate assets
|
|
281
|
|
|
1,247
|
|
|
12
|
|
|
15
|
|
|
1,555
|
|
|
12
|
|
|
|
|
12
|
|
|
12
|
|
|
|
Subtotal: FFO add-backs
|
|
188,736
|
|
|
177,366
|
|
|
195,013
|
|
|
236,798
|
|
|
797,913
|
|
|
238,387
|
|
|
|
|
937,612
|
|
|
947,612
|
|
|
|
Subtotal: FFO add-backs per share
|
|
$
|
0.64
|
|
|
$
|
0.60
|
|
|
$
|
0.66
|
|
|
$
|
0.80
|
|
|
$
|
2.69
|
|
|
$
|
0.72
|
|
|
|
|
$
|
2.77
|
|
|
$
|
2.80
|
|
|
|
FFO
|
|
$
|
309,783
|
|
|
$
|
315,764
|
|
|
$
|
304,145
|
|
|
$
|
343,988
|
|
|
$
|
1,273,680
|
|
|
$
|
358,829
|
|
|
16%
|
|
$
|
1,511,657
|
|
|
$
|
1,551,603
|
|
|
20%
|
FFO per share
|
|
$
|
1.05
|
|
|
$
|
1.07
|
|
|
$
|
1.03
|
|
|
$
|
1.16
|
|
|
$
|
4.29
|
|
|
$
|
1.09
|
|
|
4%
|
|
$
|
4.47
|
|
|
$
|
4.59
|
|
|
6%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of financial instruments
|
|
(68
|
)
|
|
109
|
|
|
4,595
|
|
|
485
|
|
|
5,121
|
|
|
(46
|
)
|
|
|
|
500
|
|
|
(900
|
)
|
|
|
Non-cash income tax expense (benefit)
|
|
3,433
|
|
|
2,974
|
|
|
(1,987
|
)
|
|
(13,851
|
)
|
|
(9,431
|
)
|
|
(7,850
|
)
|
|
|
|
(25,000
|
)
|
|
(31,000
|
)
|
|
|
(Gain) loss on extinguishment of debt, net
|
|
(810
|
)
|
|
2,924
|
|
|
2,414
|
|
|
485
|
|
|
5,013
|
|
|
21
|
|
|
|
|
1,000
|
|
|
2,000
|
|
|
|
Merger-related expenses, deal costs and re-audit costs
|
|
10,761
|
|
|
9,602
|
|
|
23,401
|
|
|
10,625
|
|
|
54,389
|
|
|
36,002
|
|
|
|
|
88,500
|
|
|
81,500
|
|
|
|
Amortization of other intangibles
|
|
256
|
|
|
255
|
|
|
255
|
|
|
480
|
|
|
1,246
|
|
|
591
|
|
|
|
|
2,150
|
|
|
2,650
|
|
|
|
Subtotal: normalized FFO add-backs
|
|
13,572
|
|
|
15,864
|
|
|
28,678
|
|
|
(1,776
|
)
|
|
56,338
|
|
|
28,718
|
|
|
|
|
67,150
|
|
|
54,250
|
|
|
|
Subtotal: normalized FFO add-backs per share
|
|
$
|
0.05
|
|
|
$
|
0.05
|
|
|
$
|
0.10
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.19
|
|
|
$
|
0.09
|
|
|
|
|
$
|
0.20
|
|
|
$
|
0.16
|
|
|
|
Normalized FFO
|
|
$
|
323,355
|
|
|
$
|
331,628
|
|
|
$
|
332,823
|
|
|
$
|
342,212
|
|
|
$
|
1,330,018
|
|
|
$
|
387,547
|
|
|
20%
|
|
$
|
1,578,807
|
|
|
$
|
1,605,853
|
|
|
20%
|
Normalized FFO per share
|
|
$
|
1.09
|
|
|
$
|
1.12
|
|
|
$
|
1.12
|
|
|
$
|
1.15
|
|
|
$
|
4.48
|
|
|
$
|
1.18
|
|
|
8%
|
|
$
|
4.67
|
|
|
$
|
4.75
|
|
|
5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash items included in normalized FFO:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of deferred revenue and lease intangibles, net
|
|
(5,383
|
)
|
|
(4,496
|
)
|
|
(4,896
|
)
|
|
(4,096
|
)
|
|
(18,871
|
)
|
|
(6,603
|
)
|
|
|
|
(26,400
|
)
|
|
(28,400
|
)
|
|
|
Other non-cash amortization, including fair market value of debt
|
|
(1,965
|
)
|
|
(963
|
)
|
|
2,312
|
|
|
304
|
|
|
(312
|
)
|
|
(519
|
)
|
|
|
|
3,400
|
|
|
5,400
|
|
|
|
Stock-based compensation
|
|
6,044
|
|
|
5,367
|
|
|
5,381
|
|
|
4,202
|
|
|
20,994
|
|
|
6,307
|
|
|
|
|
22,300
|
|
|
24,500
|
|
|
|
Straight-lining of rental income, net
|
|
(7,914
|
)
|
|
(9,317
|
)
|
|
(12,413
|
)
|
|
(9,043
|
)
|
|
(38,687
|
)
|
|
(8,679
|
)
|
|
|
|
(32,300
|
)
|
|
(34,300
|
)
|
|
|
Subtotal: non-cash items included in normalized FFO
|
|
(9,218
|
)
|
|
(9,409
|
)
|
|
(9,616
|
)
|
|
(8,633
|
)
|
|
(36,876
|
)
|
|
(9,494
|
)
|
|
|
|
(33,000
|
)
|
|
(32,800
|
)
|
|
|
Capital expenditures
|
|
(17,134
|
)
|
|
(21,445
|
)
|
|
(21,822
|
)
|
|
(32,527
|
)
|
|
(92,928
|
)
|
|
(22,148
|
)
|
|
|
|
(110,000
|
)
|
|
(120,000
|
)
|
|
|
Normalized FAD
|
|
$
|
297,003
|
|
|
$
|
300,774
|
|
|
$
|
301,385
|
|
|
$
|
301,052
|
|
|
$
|
1,200,214
|
|
|
$
|
355,905
|
|
|
20%
|
|
$
|
1,435,807
|
|
|
$
|
1,453,053
|
|
|
20%
|
Normalized FAD per share
|
|
$
|
1.00
|
|
|
$
|
1.01
|
|
|
$
|
1.02
|
|
|
$
|
1.01
|
|
|
$
|
4.05
|
|
|
$
|
1.08
|
|
|
8%
|
|
$
|
4.25
|
|
|
$
|
4.30
|
|
|
6%
|
Merger-related expenses, deal costs and re-audit costs
|
|
(10,761
|
)
|
|
(9,602
|
)
|
|
(23,401
|
)
|
|
(10,625
|
)
|
|
(54,389
|
)
|
|
(36,002
|
)
|
|
|
|
(88,500
|
)
|
|
(81,500
|
)
|
|
|
FAD
|
|
$
|
286,242
|
|
|
$
|
291,172
|
|
|
$
|
277,984
|
|
|
$
|
290,427
|
|
|
$
|
1,145,825
|
|
|
$
|
319,903
|
|
|
12%
|
|
$
|
1,347,307
|
|
|
$
|
1,371,553
|
|
|
19%
|
FAD per share
|
|
$
|
0.97
|
|
|
$
|
0.98
|
|
|
$
|
0.94
|
|
|
$
|
0.98
|
|
|
$
|
3.86
|
|
|
$
|
0.97
|
|
|
0%
|
|
$
|
3.99
|
|
|
$
|
4.06
|
|
|
4%
|
Weighted average diluted shares
|
|
296,245
|
|
|
296,504
|
|
|
296,495
|
|
|
297,480
|
|
|
296,677
|
|
|
329,203
|
|
|
|
|
338,074
|
|
|
338,074
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 Totals and per share amounts may not add due to
rounding. Per share quarterly amounts may not add to annual per
share amounts due to material changes in the Company’s weighted
average diluted share count, if any.
|
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 have historically 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 and FAD to be appropriate 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 unanticipated items and other 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 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. 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 and derivative
transactions that have non-cash mark-to-market impacts on the Company’s
income statement; (d) except as specifically stated in the case of
guidance, the impact of future acquisitions or divestitures (including
pursuant to tenant options to purchase) and capital transactions; (e)
the financial impact of contingent consideration, 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 in 2014 of the Company’s historical financial
statements and related matters. FAD represents normalized FFO excluding
non-cash components, straight-line rental adjustments and capital
expenditures, including tenant allowances and leasing commissions.
FFO, normalized FFO and FAD presented herein may not be comparable to
similar measures presented by other real estate companies due to the
fact that not all real estate companies use the same definitions. FFO,
normalized FFO and FAD should not be considered as alternatives to net
income (determined in accordance with GAAP) as indicators of the
Company’s financial performance or as alternatives to cash flow from
operating activities (determined in accordance with GAAP) as measures of
the Company’s liquidity, nor are they necessarily indicative of
sufficient cash flow to fund all of the Company’s needs. The Company
believes that in order to facilitate a clear understanding of the
consolidated historical operating results of the Company, FFO,
normalized FFO and FAD should be examined in conjunction with net income
as presented elsewhere herein.
|
NON-GAAP FINANCIAL MEASURES RECONCILIATION
|
Net Debt to Adjusted Pro Forma EBITDA
|
|
The following information considers the pro forma effect on net
income, interest, depreciation and amortization, and income tax
benefit of the Company’s investments and other capital
transactions that were completed during the three months ended
March 31, 2015, as if the transactions had been consummated as of
the beginning of the period. The following table illustrates net
debt to pro forma earnings before interest, taxes, depreciation
and amortization (including non-cash stock-based compensation
expense), excluding gains or losses on extinguishment of debt,
income or loss from noncontrolling interest and unconsolidated
entities, merger-related expenses and deal costs, expenses related
to the re-audit and re-review in 2014 of the Company's historical
financial statements, net gains on real estate activity and
changes in the fair value of financial instruments (including
amounts in discontinued operations) (“Adjusted Pro Forma EBITDA”)
(dollars in thousands):
|
|
|
|
|
|
Net income attributable to common stockholders
|
$
|
120,442
|
|
|
Pro forma adjustments for current period investments, capital
transactions and dispositions
|
(10,289
|
)
|
|
Pro forma net income for the three months ended March 31, 2015
|
110,153
|
|
|
Add back:
|
|
|
Pro forma interest
|
108,403
|
|
|
Pro forma depreciation and amortization
|
260,753
|
|
|
Stock-based compensation
|
6,307
|
|
|
Gain on real estate dispositions
|
(6,686
|
)
|
|
Loss on extinguishment of debt, net
|
21
|
|
|
Loss from unconsolidated entities
|
251
|
|
|
Noncontrolling interest
|
365
|
|
|
Pro forma income tax benefit
|
(9,246
|
)
|
|
Change in fair value of financial instruments
|
(46
|
)
|
|
Other taxes
|
(185
|
)
|
|
Merger-related expenses, deal costs and re-audit costs
|
35,893
|
|
|
Adjusted Pro Forma EBITDA
|
505,983
|
|
|
Adjusted Pro Forma EBITDA annualized
|
$
|
2,023,932
|
|
|
|
|
|
|
|
|
As of March 31, 2015:
|
|
|
Debt
|
$
|
11,603,925
|
|
|
Cash, adjusted for cash escrows pertaining to debt and debt related
to assets held for sale
|
(140,705
|
)
|
|
Net debt
|
$
|
11,463,220
|
|
|
|
|
|
Net debt to Adjusted Pro Forma EBITDA
|
5.7
|
|
x
|
|
NON-GAAP FINANCIAL MEASURES RECONCILIATION 1, 2
|
NOI by Segment
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015 First
|
|
2014 Quarters
|
|
|
Quarter
|
|
Fourth
|
|
Third
|
|
Second
|
|
First
|
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Triple-Net
|
|
|
|
|
|
|
|
|
|
|
Triple-Net Rental Income
|
|
$
|
266,206
|
|
|
$
|
245,599
|
|
|
$
|
244,206
|
|
|
$
|
242,726
|
|
|
$
|
237,846
|
|
|
|
|
|
|
|
|
|
|
|
Medical Office Buildings
|
|
|
|
|
|
|
|
|
|
|
Medical Office - Stabilized
|
|
123,211
|
|
|
104,171
|
|
|
103,780
|
|
|
101,795
|
|
|
101,259
|
Medical Office - Lease up
|
|
8,429
|
|
|
6,675
|
|
|
6,767
|
|
|
6,839
|
|
|
7,324
|
Medical Office - Other
|
|
5,350
|
|
|
6,061
|
|
|
6,051
|
|
|
6,256
|
|
|
6,640
|
Total Medical Office Buildings - Rental Income
|
|
136,990
|
|
|
116,907
|
|
|
116,598
|
|
|
114,890
|
|
|
115,223
|
Total Rental Income
|
|
403,196
|
|
|
362,506
|
|
|
360,804
|
|
|
357,616
|
|
|
353,069
|
|
|
|
|
|
|
|
|
|
|
|
Medical Office Building Services Revenue
|
|
8,858
|
|
|
9,218
|
|
|
5,937
|
|
|
2,722
|
|
|
4,652
|
Total Medical Office Buildings - Revenue
|
|
145,848
|
|
|
126,125
|
|
|
122,535
|
|
|
117,612
|
|
|
119,875
|
|
|
|
|
|
|
|
|
|
|
|
Triple-Net Services Revenue
|
|
1,136
|
|
|
1,136
|
|
|
1,136
|
|
|
1,145
|
|
|
1,148
|
Non-Segment Services Revenue
|
|
549
|
|
|
770
|
|
|
500
|
|
|
500
|
|
|
500
|
Total Medical Office Building and Other Services Revenue
|
|
10,543
|
|
|
11,124
|
|
|
7,573
|
|
|
4,367
|
|
|
6,300
|
|
|
|
|
|
|
|
|
|
|
|
Seniors Housing Operating
|
|
|
|
|
|
|
|
|
|
|
Seniors Housing - Stabilized
|
|
431,890
|
|
|
398,855
|
|
|
385,511
|
|
|
363,618
|
|
|
361,404
|
Seniors Housing - Lease up
|
|
15,024
|
|
|
12,083
|
|
|
10,109
|
|
|
10,227
|
|
|
9,018
|
Seniors Housing - Other
|
|
—
|
|
|
232
|
|
|
627
|
|
|
628
|
|
|
639
|
Total Resident Fees and Services
|
|
446,914
|
|
|
411,170
|
|
|
396,247
|
|
|
374,473
|
|
|
371,061
|
|
|
|
|
|
|
|
|
|
|
|
Non-Segment Income from Loans and Investments
|
|
22,899
|
|
|
15,734
|
|
|
14,043
|
|
|
14,625
|
|
|
10,767
|
Total Revenues, excluding Interest and Other Income
|
|
883,552
|
|
|
800,534
|
|
|
778,667
|
|
|
751,081
|
|
|
741,197
|
|
|
|
|
|
|
|
|
|
|
|
Property-Level Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical Office Buildings
|
|
|
|
|
|
|
|
|
|
|
Medical Office - Stabilized
|
|
36,807
|
|
|
33,331
|
|
|
34,807
|
|
|
33,641
|
|
|
33,545
|
Medical Office - Lease up
|
|
3,242
|
|
|
2,509
|
|
|
2,738
|
|
|
2,733
|
|
|
2,783
|
Medical Office - Other
|
|
2,300
|
|
|
2,875
|
|
|
3,602
|
|
|
2,961
|
|
|
3,017
|
Total Medical Office Buildings
|
|
42,349
|
|
|
38,715
|
|
|
41,147
|
|
|
39,335
|
|
|
39,345
|
|
|
|
|
|
|
|
|
|
|
|
Seniors Housing Operating
|
|
|
|
|
|
|
|
|
|
|
Seniors Housing - Stabilized
|
|
286,277
|
|
|
262,915
|
|
|
256,702
|
|
|
241,380
|
|
|
241,298
|
Seniors Housing - Lease up
|
|
12,085
|
|
|
10,421
|
|
|
7,972
|
|
|
7,473
|
|
|
6,420
|
Seniors Housing - Other
|
|
—
|
|
|
227
|
|
|
600
|
|
|
571
|
|
|
577
|
Total Seniors Housing
|
|
298,362
|
|
|
273,563
|
|
|
265,274
|
|
|
249,424
|
|
|
248,295
|
Total Property-Level Operating Expenses
|
|
340,711
|
|
|
312,278
|
|
|
306,421
|
|
|
288,759
|
|
|
287,640
|
|
|
|
|
|
|
|
|
|
|
|
Medical Office Building Services Costs
|
|
6,918
|
|
|
7,527
|
|
|
4,568
|
|
|
1,626
|
|
|
3,371
|
|
|
|
|
|
|
|
|
|
|
|
Net Operating Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Triple-Net
|
|
|
|
|
|
|
|
|
|
|
Triple-Net Properties
|
|
266,206
|
|
|
245,599
|
|
|
244,206
|
|
|
242,726
|
|
|
237,846
|
Triple-Net Services Revenue
|
|
1,136
|
|
|
1,136
|
|
|
1,136
|
|
|
1,145
|
|
|
1,148
|
Total Triple-Net
|
|
267,342
|
|
|
246,735
|
|
|
245,342
|
|
|
243,871
|
|
|
238,994
|
|
|
|
|
|
|
|
|
|
|
|
Medical Office Buildings
|
|
|
|
|
|
|
|
|
|
|
Medical Office - Stabilized
|
|
86,404
|
|
|
70,840
|
|
|
68,973
|
|
|
68,154
|
|
|
67,714
|
Medical Office - Lease up
|
|
5,187
|
|
|
4,166
|
|
|
4,029
|
|
|
4,106
|
|
|
4,541
|
Medical Office - Other
|
|
3,050
|
|
|
3,186
|
|
|
2,449
|
|
|
3,295
|
|
|
3,623
|
Medical Office Building Services
|
|
1,940
|
|
|
1,691
|
|
|
1,369
|
|
|
1,096
|
|
|
1,281
|
Total Medical Office Buildings
|
|
96,581
|
|
|
79,883
|
|
|
76,820
|
|
|
76,651
|
|
|
77,159
|
|
|
|
|
|
|
|
|
|
|
|
Seniors Housing Operating
|
|
|
|
|
|
|
|
|
|
|
Seniors Housing - Stabilized
|
|
145,613
|
|
|
135,940
|
|
|
128,809
|
|
|
122,238
|
|
|
120,106
|
Seniors Housing - Lease up
|
|
2,939
|
|
|
1,662
|
|
|
2,137
|
|
|
2,754
|
|
|
2,598
|
Seniors Housing - Other
|
|
—
|
|
|
5
|
|
|
27
|
|
|
57
|
|
|
62
|
Total Seniors Housing
|
|
148,552
|
|
|
137,607
|
|
|
130,973
|
|
|
125,049
|
|
|
122,766
|
Non-Segment
|
|
23,448
|
|
|
16,504
|
|
|
14,543
|
|
|
15,125
|
|
|
11,267
|
Net Operating Income
|
|
$
|
535,923
|
|
|
$
|
480,729
|
|
|
$
|
467,678
|
|
|
$
|
460,696
|
|
|
$
|
450,186
|
|
|
|
|
|
|
|
|
|
|
|
1 Amounts above are adjusted to exclude discontinued
operations for all periods presented.
|
2 Amounts above are not restated for changes between
categories from quarter to quarter.
|
|
NON-GAAP FINANCIAL MEASURES RECONCILIATION
|
(Dollars in thousands)
|
|
Total Portfolio Same-Store Constant Currency Cash NOI
|
|
|
|
|
|
For the Three Months Ended
|
|
|
March 31,
|
|
|
2015
|
|
2014
|
|
|
|
|
|
Net Operating Income
|
|
$
|
535,923
|
|
|
$
|
450,186
|
|
|
|
|
|
|
Adjustments:
|
|
|
|
|
Lease Modification Fee
|
|
5,200
|
|
|
—
|
|
NOI Not Included in Same-Store
|
|
(79,650
|
)
|
|
(15,372
|
)
|
Straight-Lining of Rental Income
|
|
(8,678
|
)
|
|
(7,898
|
)
|
Non-Cash Rental Income
|
|
(5,809
|
)
|
|
(4,725
|
)
|
Non-Segment NOI
|
|
(23,448
|
)
|
|
(11,267
|
)
|
Constant Currency Adjustment
|
|
—
|
|
|
(585
|
)
|
|
|
(112,385
|
)
|
|
(39,847
|
)
|
|
|
|
|
|
Constant Currency NOI as Reported
|
|
$
|
423,538
|
|
|
$
|
410,339
|
|
|
|
|
|
|
Percentage Increase
|
|
|
|
3.2
|
%
|
|
|
|
|
NON-GAAP FINANCIAL MEASURES RECONCILIATION
|
(Dollars in thousands)
|
|
|
|
|
Senior Housing Operating Portfolio Same-Store Constant Currency
NOI
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended
|
|
|
|
|
March 31,
|
|
Percentage
|
|
|
2015
|
|
2014
|
|
Increase
|
|
|
|
|
|
|
|
|
|
Net Operating Income
|
|
$
|
148,552
|
|
$
|
122,766
|
|
|
|
|
|
|
|
|
|
|
|
Less:
|
|
|
|
|
|
|
|
|
NOI Not Included in Same-Store
|
|
|
26,637
|
|
|
1,306
|
|
|
Constant Currency Adjustment
|
|
|
—
|
|
|
585
|
|
|
|
|
|
26,637
|
|
|
1,891
|
|
|
|
|
|
|
|
|
|
|
|
Constant Currency NOI as Reported
|
|
$
|
121,915
|
|
$
|
120,875
|
|
0.9
|
%
|
|
|
|
|
|
|
|
|
|
Less Real Estate Tax Credits
|
|
|
—
|
|
|
2,138
|
|
|
|
|
|
|
|
|
|
|
|
Constant Currency NOI Excluding Real Estate Tax Credits
|
|
$
|
121,915
|
|
$
|
118,737
|
|
2.7
|
%
|
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