Company Reaffirms 2004 FFO Guidance of $1.70 to $1.74 Per Share
LOUISVILLE, KY (April 28, 2004) - Ventas, Inc. (NYSE:VTR) ("Ventas" or the "Company") said today that first quarter normalized Funds From Operations ("FFO") rose 22 percent to $34.0 million compared with $27.9 million in the first quarter 2003. Normalized FFO per diluted share increased 17 percent to $0.41 from $0.35 per diluted share for the comparable 2003 period. In the first quarter ended March 31, 2004, the Company had 82.8 million weighted average diluted shares outstanding, compared to 79.3 million weighted average diluted shares outstanding a year earlier.
The quarter benefited from increased rents resulting from Ventas's annual lease escalations, its acquisitions during the quarter of 32 high quality assets, increased rent from the July 1, 2003 amendments to the Kindred Master Leases, and decreased interest expense due to the early pay-off of its settlement with the United States Department of Justice.
Normalized FFO for all periods excludes (a) the benefit of a $20.2 million reversal of a previously recorded contingent liability, which was recorded as income in the first quarter of 2003, (b) losses from early extinguishment of debt, and (c) gains on sales of common stock in the Company's primary tenant, Kindred Healthcare, Inc. (Nasdaq:KIND) ("Kindred").
"Our first quarter was exceptional as we closed on $276 million of acquisitions, reflecting the addition of 32 high quality assets and five new tenants to our growing portfolio and business platform," Ventas Chairman, President and Chief Executive Officer Debra A. Cafaro said. "Our acquisition pipeline remains active and, aided by the capital we successfully raised during the first quarter, we remain confident of our ability to further grow and diversify our portfolio in 2004."
GAAP NET INCOME
Ventas reported first quarter 2004 net income of $23.3 million, or $0.28 per diluted share. Including a benefit of $20.2 million, or $0.26 per diluted share, resulting from the reversal of a previously recorded contingent liability, net income for the first quarter ended March 31, 2003 was $37.3 million, or $0.47 per diluted share after discontinued operations of $1.4 million, or $0.02 per diluted share.
FIRST QUARTER HIGHLIGHTS AND OTHER RECENT DEVELOPMENTS
-- Ventas completed its acquisition of ElderTrust and its sale-leaseback
transaction with Brookdale Living Communities, Inc., successfully
integrating 32 high quality assets into its portfolio.
-- With the closing of these $276 million in acquisitions, Kindred rent
represents 83 percent of the Company's expected real estate revenue on
a forward basis. At March 31, 2004, assets leased to Kindred
represented 75 percent of the Company's properties, based upon gross
book value of the Company's assets.
-- The Company raised more than $51 million of equity with the sale of
2.0 million shares of common stock.
-- Ventas announced a 21.5 percent increase in its first quarter dividend
to $0.325 per share, with an indicated annual dividend of $1.30 per
share, representing a payout ratio of approximately 75 percent of its
expected FFO.
-- With the payment of its 2004 first quarter dividend, the Company
initiated a two percent discount on its Distribution Reinvestment and
Stock Purchase Plan (DRIP).
-- The Company maintains a strong balance sheet, at March 31, 2004, with a
first quarter pro forma annualized net debt-to-EBITDA ratio of 3.7
times.
-- The 227 skilled nursing facilities and hospitals leased by the Company
to its primary tenant, Kindred, produced EBITDAR to rent coverage of
1.7 times (after management fees) for the trailing twelve month period
ended December 31, 2003 (the latest date available).
FIRST QUARTER 2004 RESULTS
Rental revenue for the quarter ended March 31, 2004 was $53.2 million, of which $47.4 million (or 88.9 percent) resulted from leases with Kindred. First quarter expenses totaled $31.0 million, and included $10.9 million of depreciation expense and $15.3 million of total interest expense. General, administrative and professional expenses for the 2004 first quarter totaled $4.3 million.
VENTAS AFFIRMS 2004 NORMALIZED FFO GUIDANCE
Ventas affirmed its 2004 normalized FFO guidance of between $1.70 and $1.74 per diluted share. If achieved, these results would represent approximately 12 percent growth in normalized FFO per share in 2004.
Consistent with its practice, Ventas's FFO guidance (and related GAAP earnings projections) for 2004 exclude the impact of additional acquisitions and divestitures, gains and losses on the sales of assets, and capital transactions. Its guidance also excludes the future impact of (a) any expense the Company records for non-cash "swap ineffectiveness," and (b) any expenses related to the write-off of unamortized deferred financing fees or additional costs, expenses or premiums incurred as a result of early debt retirement.
Reconciliation of the Company's normalized FFO guidance to the Company's projected GAAP earnings is provided on a schedule attached to this Press Release. The Company may from time to time update its publicly announced FFO guidance, but it is not obligated to do so.
ASSUMPTIONS AND QUALIFICATIONS
The Company's FFO guidance and expectation regarding future dividends are based on a number of assumptions, which are subject to change and many of which are outside the control of the Company. If actual results vary from these assumptions, the Company's expectations may change. There can be no assurance that the Company will achieve the projected FFO results or the timing or amount of future dividends.
FIRST QUARTER CONFERENCE CALL
Ventas will hold a conference call to discuss this earnings release on Thursday morning, April 29, 2004, at 10:00 a.m. Eastern Time (9:00 a.m. Central Time). The conference call is being web cast by CCBN and can be accessed at the Ventas website at www.ventasreit.com or www.fulldisclosure.com . An online replay of the web cast will be available at approximately 12:00 p.m. Eastern Time and will be archived for thirty (30) days.
Ventas is a healthcare real estate investment trust that owns 42 hospitals, 199 nursing facilities, 25 senior housing facilities and 11 other facilities in 39 states. The Company also has real estate investments in 25 additional healthcare and senior housing facilities. More information about Ventas can be found on its website at www.ventasreit.com.
This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements regarding Ventas, Inc.'s ("Ventas" or the "Company") and its subsidiaries' expected future financial position, results of operations, cash flows, funds from operations, dividends and dividend plans, financing plans, business strategy, budgets, projected costs, capital expenditures, competitive positions, 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. Such forward-looking statements are inherently uncertain, and security holders must recognize that actual results may differ from the Company's expectations. The Company does not undertake a duty to update such forward-looking statements.
Actual future results and trends for the Company may differ materially depending on a variety of factors discussed in the Company's filings with the Securities and Exchange Commission (the "Commission"). Factors that may affect the plans or results of the Company include, without limitation, (a) the ability and willingness of Kindred Healthcare, Inc. ("Kindred") and certain of its affiliates to continue to meet and/or perform their obligations under their contractual arrangements with the Company and the Company's subsidiaries, including without limitation the lease agreements and various agreements entered into by the Company and Kindred at the time of the Company's spin off of Kindred on May 1, 1998 (the "1998 Spin Off"), as such agreements may have been amended and restated in connection with Kindred's emergence from bankruptcy on April 20, 2001, (b) the ability and willingness of Kindred to continue to meet and/or perform its obligation to indemnify and defend the Company for all litigation and other claims relating to the healthcare operations and other assets and liabilities transferred to Kindred in the 1998 Spin Off, (c) the ability of Kindred and the Company's other operators to maintain the financial strength and liquidity necessary to satisfy their respective obligations and duties under the leases and other agreements with the Company, and their existing credit agreements, (d) the Company's success in implementing its business strategy and the Company's ability to identify and consummate diversifying acquisitions or investments, (e) the nature and extent of future competition, (f) the extent of future healthcare reform and regulation, including cost containment measures and changes in reimbursement policies, procedures and rates, (g) increases in the cost of borrowing for the Company, (h) the ability of the Company's operators to deliver high quality care and to attract patients, (i) the results of litigation affecting the Company, (j) changes in general economic conditions and/or economic conditions in the markets in which the Company may, from time to time, compete, (k) the ability of the Company to pay down, refinance, restructure, and/or extend its indebtedness as it becomes due, (l) the movement of interest rates and the resulting impact on the value of and the accounting for the Company's interest rate swap agreement, (m) the ability and willingness of the Company to maintain its qualification as a REIT due to economic, market, legal, tax or other considerations, (n) final determination of the Company's taxable net income for the years ending December 31, 2003 and 2004, (o) the ability and willingness of the Company's tenants to renew their leases with the Company upon expiration of the leases and the Company's ability to relet its properties on the same or better terms in the event such leases expire and are not renewed by the existing tenants, and (p) the impact on the liquidity, financial condition and results of operations of Kindred and the Company's other operators resulting from increased operating costs and uninsured liabilities for professional liability claims, and the ability of Kindred and the Company's other operators to accurately estimate the magnitude of such liabilities. Many of such factors are beyond the control of the Company and its management.
CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, 2004 and December 31, 2003
(In thousands)
March 31, December 31,
2004 2003
(Unaudited) (Audited)
Assets
Real estate investments:
Land $ 132,433 $ 104,300
Building and improvements 1,233,827 985,881
1,366,260 1,090,181
Accumulated depreciation (419,664) (408,891)
Total net real estate property 946,596 681,290
Loan receivable, net 16,437 16,455
Total net real estate investments 963,033 697,745
Cash and cash equivalents 1,723 82,104
Restricted cash 18,984 7,575
Deferred financing costs, net 12,443 13,465
Notes receivable from employees, former
employees and accrued interest 3,609 3,772
Other 7,527 8,189
Total assets $ 1,007,319 $ 812,850
Liabilities and stockholders' equity
Liabilities:
Senior Notes payable and other debt $ 782,362 $ 640,562
Deferred revenue 14,718 15,308
Interest rate swap agreements 32,041 27,868
Accrued dividend - 21,614
Accrued interest 14,525 5,821
Accounts payable and other accrued liabilities 18,853 14,562
Other liabilities-disputed federal, state
and local tax refunds 533 406
Deferred income taxes 30,394 30,394
Total liabilities 893,426 756,535
Commitments and contingencies
Stockholders' equity:
Preferred stock, unissued - -
Common stock 21,157 20,652
Capital in excess of par value 199,945 162,466
Unearned compensation on restricted stock (1,339) (748)
Accumulated other comprehensive loss (23,341) (18,294)
Retained earnings (deficit) (60,740) (56,790)
135,682 107,286
Treasury stock (21,789) (50,971)
Total stockholders' equity 113,893 56,315
Total liabilities and stockholders'
equity $ 1,007,319 $ 812,850
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
For Three Months Ended March 31, 2004 and 2003
(In thousands, except per share amounts)
(Unaudited)
2004 2003
Revenues:
Rental income $53,240 $45,764
Interest income from loan receivable 756 747
Interest and other income 281 492
Total revenues 54,277 47,003
Expenses:
Property level operating expenses 207 -
General and administrative 3,731 3,140
Professional fees 607 760
Reversal of contingent liability - (20,164)
Amortization of restricted stock grants 271 291
Depreciation 10,858 9,928
Interest 15,328 15,932
Interest on United States Settlement - 1,182
Total expenses 31,002 11,069
Income before discontinued operations 23,275 35,934
Discontinued operations (including gain on
sale of assets) - 1,354
Net income $23,275 $37,288
Earnings per common share:
Basic:
Income before discontinued operations $0.28 $0.46
Net income $0.28 $0.47
Diluted:
Income before discontinued operations $0.28 $0.45
Net income $0.28 $0.47
Weighted average number of shares outstanding,
basic 81,703 78,834
Weighted average number of shares outstanding,
diluted 82,760 79,296
Dividends declared per common share $0.3250 $0.2675
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, 2004 and 2003
(In thousands)
(Unaudited)
2004 2003
Cash flows from operating activities:
Net income $23,275 $37,288
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation (including discontinued
operations) 10,858 10,801
Amortization of deferred financing costs 1,022 1,020
Amortization of restricted stock grants 271 291
Normalized rents (278) (43)
Amortization of deferred revenue (627) (666)
Other (818) (54)
Changes in operating assets and liabilities:
(Increase) decrease in restricted cash (3,607) 378
(Increase) decrease in other assets 474 (914)
Increase in accrued interest 8,704 7,879
Increase (decrease) in accounts payable and
accrued and other liabilities 411 (20,134)
Net cash provided by operating activities 39,685 35,846
Cash flows from investing activities:
Purchase of real estate property (176,670) -
Collection from loan receivable 55 54
Purchase of furniture and equipment (30) (41)
(Increase) decrease in notes receivable
from employees, former employees and
accrued interest 163 (19)
Net cash used in investing activities (176,482) (6)
Cash flows from financing activities:
Net change in borrowings under Revolving
Credit Facility 39,850 43,350
Purchase of Senior Notes - (37,366)
Repayment of debt (789) (617)
Payment on United States Settlement - (2,872)
Proceeds from issuance of equity 51,672 -
Proceeds from stock option exercises 14,521 35
Cash dividends to stockholders (48,838) (37,742)
Net cash provided by (used in) financing
activities 56,416 (35,212)
Increase (decrease) in cash and cash
equivalents (80,381) 628
Cash and cash equivalents at beginning of period 82,104 2,455
Cash and cash equivalents at end of period $1,723 $3,083
Supplemental schedule of noncash activities:
Assets and liabilities assumed from
acquisitions:
Restricted cash $7,802 $-
Other assets acquired 168 -
Assumed debt 102,739 -
Other liabilities assumed 4,640 -
SUPPLEMENTAL DATA
Funds from Operations
FFO and Normalized FFO for the three months ended March 31, 2004 and 2003
(in thousands except per share amounts):
2004 2003
Net Income $ 23,275 $ 37,288
Adjustments:
Depreciation on real estate assets 10,773 10,736
FFO 34,048 48,024
Reversal of contingent liability - (20,164)
Normalized FFO $ 34,048 $ 27,860
Per diluted share:
Net Income $0.28 $0.47
Adjustments:
Depreciation on real estate assets 0.13 0.14
FFO 0.41 0.61
Reversal of contingent liability - (0.26)
Normalized FFO $0.41 $0.35
Projected FFO per diluted share for the year ended December 31, 2004:
Year ended
December 31, 2004
Per diluted share:
Net income $1.14 - $1.18
Adjustments:
Depreciation on real estate assets 0.56 - 0.56
Normalized FFO $1.70 - $1.74
Historical cost accounting for real estate assets implicitly assumes that
the value of real estate assets diminishes predictably over time. Since
real estate values instead have historically risen or fallen with market
conditions, many industry investors have considered presentations of
operating results for real estate companies that use historical cost
accounting to be insufficient by themselves. To overcome this problem,
the Company considers FFO an appropriate measure of performance of an
equity REIT and uses the National Association of Real Estate Investment
Trusts ("NAREIT") definition of FFO. NAREIT defines FFO as net income
(computed in accordance with generally accepted accounting principles),
excluding gains (or losses) from sales of property, plus depreciation and
amortization and after adjustments for unconsolidated partnerships and
joint ventures. Adjustments for unconsolidated partnerships and joint
ventures will be calculated to reflect funds from operations on the same
basis.
FFO presented herein is not necessarily comparable to FFO presented by
other real estate companies due to the fact that not all real estate
companies use the same definition. FFO should not be considered as an
alternative to net income (determined in accordance with accounting
principles generally accepted in the United States ("GAAP")), as an
indicator of the Company's financial performance, as an alternative to
cash flow from operating activities (determined in accordance with GAAP),
as a measure of the Company's liquidity, nor is FFO 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 should
be examined in conjunction with net income as presented elsewhere in this
Press Release.
Pro forma Financial Results
The following table illustrates the effect on net income and earnings per
share if the Company had acquired the ElderTrust Properties and Brookdale
Facilities and issued the 2.0 million shares on January 1 of the three
month periods ended March 31, 2004 and 2003 (in thousands, except per
share amounts):
2004 2003
Revenues $57,653 $54,209
Net income before discontinued operations 24,299 38,483
Net income $24,299 $39,837
Shares used:
Basic 83,263 80,834
Diluted 84,320 81,296
Earnings per common share:
Basic:
Net income before discontinued operations $0.29 $0.48
Net income $0.29 $0.49
Diluted:
Net income from continuing operations $0.29 $0.47
Net income $0.29 $0.49
Net Debt to EBITDA
Earnings before interest, income taxes, depreciation and amortization
("EBITDA") and Normalized EBITDA for the three months ended March 31,
2004 (dollars in thousands):
Quarter Ended
March 31, 2004
Pro forma net income $24,299
Add Back:
Pro forma interest 16,476
Interest on United States Settlement -
Pro forma depreciation 11,860
Swap ineffectiveness -
Amortization of restricted stock grants 271
Pro forma EBITDA 52,906
Pro forma annualized EBITDA $211,624
Debt $782,362
Cash (1,723)
Restricted cash - deposits (6,934)
Net debt $773,705
Net debt to pro forma annualized EBITDA 3.7x
The Company considers EBITDA a profitability measure which indicates the
Company's ability to service debt. Normalized EBITDA excludes income and
expense items that are nonrecurring in the Company's core business. The
Company considers the Net Debt to EBITDA ratio a useful measure to
evaluate the Company's ability to pay its indebtedness. EBITDA presented
herein is not necessarily comparable to EBITDA presented by other
companies due to the fact that not all companies use the same definition.
EBITDA should not be considered as an alternative to net income
(determined in accordance with GAAP), as an indicator of the Company's
financial performance, as an alternative to cash flow from operating
activities (determined in accordance with GAAP), as a measure of the
Company's liquidity, nor is EBITDA necessarily indicative of sufficient
cash flow to fund all of the Company's needs. The Company believes that
in order to facilitate a clear understanding of the consolidated
historical operating results of the Company, EBITDA should be examined in
conjunction with net income as presented elsewhere in this Press Release.
Portfolio of Properties
The following information provides an overview of the Company's portfolio
of healthcare properties as of and for three months ended March 31, 2004
($'s in thousands):
As of and for the First Quarter Ended March 31, 2004
Portfolio by Type # of # of Percent of # of
Properties Beds/Units Revenue Revenue States
Healthcare Property:
Skilled Nursing
Facilities 199 25,150 $32,519 61.1% 31
Hospitals 42 3,629 17,567 33.0% 19
Senior Housing
Facilities 25 3,022 2,464 4.6% 12
Other Facilities 11 122 690 1.3% 3
Total 277 31,923 $53,240 100.0% 39
Other Real Estate
Investments:
Loan Receivable 25 1,983 $756
Kindred Coverage Ratios
The following is based on data provided by Kindred to the Company or
obtained from Kindred's public filings. This information reflects
Kindred's EBITDAR coverage by Master Lease after management fees:
Master TTM(1)
Lease EBITDAR Coverage(2)
1 2.1
2 1.9
3 1.3
4 1.5
5 1.3
Portfolio 1.7
(1) Trailing Twelve Months EBITDAR ended December 31, 2003 (the latest
available data provided by Kindred) to the sum of (a) the Company's
Trailing Twelve Months cash rental revenue, plus (b) a portion of the
$8.6 million in annual rental revenue added by the July 1, 2003 Master
Lease amendments, as if it were in effect as of January 1, 2003.
(2) Coverage reflects the ratio of Kindred's EBITDAR to rent. EBITDAR is
defined as earnings before interest, income taxes, depreciation,
amortization and rent but after deducting a 5 percent management fee.
EBITDAR is adjusted for the first quarter 2003 in order to allocate
certain of Kindred's professional liability insurance expenses to
appropriate periods.
Scheduled Maturities of Borrowing Arrangements
The Company's indebtedness has the following maturities (in thousands):
2004 $7,293
2005 45,367
2006 216,324
2007 59,154
2008 1,987
Thereafter 452,237
Total $782,362
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