Increased Rent of $33.1 Million Per Year Could Add $0.30 to Normalized FFO Per Share in 2007
Blended Annual Rent Escalators Specified by Final Appraisers Are Approximately 3 Percent If Computed Currently
LOUISVILLE, KY (October 9, 2006) - Ventas, Inc. (NYSE:VTR) ("Ventas" or the "Company") said today that the $33.1 million increase in annual rent determined by the Final Appraisers for all four of the Master Leases ("Master Leases") between it and Kindred Healthcare, Inc. (NYSE:KND) ("Kindred") should add approximately $0.30 per diluted share to the Company's 2007 normalized Funds from Operations (FFO) if Ventas accepts such determination.
Ventas also said that the annual escalator specified by the Final Appraisers for all four Master Leases in the aggregate would be approximately 3 percent if computed currently, using the 2006 year-over-year increase in the Consumer Price Index (CPI) of 3.8 percent for Master Lease 2. The Cushman & Wakefield Final Appraiser has specified an annual rent escalator of 2.7 percent for Master Leases 1, 3, and 4. Under Master Lease 2, the Integra Realty Resources Final Appraiser has specified an annual rent escalator tied to the annual increases in CPI, with a floor of 2.25 percent and a ceiling of 4 percent. As CPI changes, the annual escalator for Master Lease 2 will change, and will affect the blended average annual escalator applicable to Kindred rents.
Additionally, the Company said that rents for the 225 facilities Ventas leases to Kindred, including the $33.1 million increase determined by the Final Appraisers, should account for approximately 50 percent of the Company's run rate total revenues. This calculation is based on the Company's 2006 second quarter annualized revenues, and assumes that both the increased Kindred rents and the previously announced $649 million acquisition of Senior Care assets were effective at the beginning of that period. Ventas expects the Senior Care acquisition to close late in the fourth quarter of 2006, although there can be no assurance that the transaction will close or, if it does, when the closing will occur.
Ventas also said that the total rents from Kindred, including increased annual Kindred rent of $33.1 million specified by the Final Appraisers, for the 225 skilled nursing facilities and hospitals leased by the Company to Kindred would have resulted in EBITDAR to rent coverage of over 1.5 times and EBITDARM to rent coverage of over 2 times for the trailing twelve-month period ended June 30, 2006 (the latest date available). "EBITDAR" is defined as earnings before interest, taxes, depreciation, amortization and rent, and "EBITDARM" is defined as earnings before interest, taxes, depreciation, amortization, rent and a 5 percent management fee, in each case computed consistently with prior periods.
Ventas said that it intends to review carefully the content and methodology of the appraisal reports. Under the Master Leases, Ventas has 30 days to decide whether to accept the new Fair Market Rental and annual escalator, which option Ventas can exercise on a Master Lease-by-Master Lease basis. If Ventas accepts the new Fair Market Rental amount for one or more Master Leases, the new, increased base rental will be effective and payable retroactive to July 19, 2006 for those Master Leases. However, if Ventas decides not to opt into the new Fair Market Rental and escalation schedule for one or more Master Leases, the current annual base rent and 3.5 percent annual escalator will remain in effect for those Master Leases. In all cases, annual base rent is expected to increase on each May 1 during the term of the Master Leases.
The Company said it expects to update its 2006 FFO guidance, introduce 2007 FFO guidance and provide information about its 2007 dividend as soon as it is practicable to do so.
Ventas, Inc. is a leading healthcare real estate investment trust that is the nation's largest owner of seniors housing and long-term care assets. Its diverse portfolio of properties located in 42 states includes independent and assisted living facilities, skilled nursing facilities, hospitals and medical office buildings. More information about Ventas can be found on its website at http://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, which speak only as of the date on which they are made.
The Company's actual future results and trends may differ materially depending on a variety of factors discussed in the Company's filings with the Securities and Exchange Commission. Factors that may affect the Company's plans or results include without limitation: (a) the ability and willingness of the Company's operators, tenants, borrowers and other third parties to meet and/or perform the obligations under their various contractual arrangements with the Company; (b) the ability and willingness of Kindred Healthcare, Inc. (together with its subsidiaries, "Kindred"), Brookdale Living Communities, Inc. (together with its subsidiaries, "Brookdale") and Alterra Healthcare Corporation (together with its subsidiaries, "Alterra") to meet and/or perform their obligations to indemnify, defend and hold the Company harmless from and against various claims, litigation and liabilities under the Company's respective contractual arrangements with Kindred, Brookdale and Alterra; (c) the ability of the Company's operators, tenants and borrowers to maintain the financial strength and liquidity necessary to satisfy their respective obligations and liabilities, including without limitation obligations under their existing credit facilities; (d) the Company's success in implementing its business strategy and the Company's ability to identify, underwrite, finance, consummate and integrate diversifying acquisitions or investments, including those in different asset types and outside the United States; (e) the nature and extent of future competition; (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 cost of borrowing; (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 Company's ability 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 Company's ability and willingness 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 year ending December 31, 2006; (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; (p) year over year changes in the Consumer Price Index and the effect of such changes on the rent escalator for Master Lease 2 with Kindred and the Company's earnings; and (q) the impact on the liquidity, financial condition and results of operations of the Company's operators, tenants and borrowers resulting from increased operating costs and uninsured liabilities for professional liability claims, and the ability of the Company's operators, tenants and borrowers and to accurately estimate the magnitude of such liabilities. Many of such factors are beyond the control of the Company and its management.
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