BAML 2015 Global Real Estate Conference September

BAML 2015 Global Real Estate Conference
September 2015
Forward-Looking Statements
This presentation contains “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 forward-looking statements include, among others,
statements of expectations, beliefs, future plans and strategies, anticipated results from operations and developments and other matters
that are not historical facts. The forward-looking statements are based on management’s beliefs as well as on a number of assumptions
concerning future events. Readers of these materials are cautioned not to put undue reliance on these forward-looking statements,
which are not a guarantee of performance and are subject to a number of uncertainties and other factors that could cause actual events
or results to differ materially from those expressed or implied by the forward-looking statements. The most important factors that could
prevent the Company from achieving its stated goals include, but are not limited to: (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 the Company harmless 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 a 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 extent of future or pending healthcare reform and regulation, including cost
containment measures and changes in reimbursement policies, procedures and rates; (f) increases in the Company’s borrowing costs
as a result of changes in interest rates and other factors; (g) 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; (h) the Company’s ability and willingness to maintain its qualification as
a REIT in light of economic, market, legal, tax and other considerations; (i) 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; (j) the impact of the Company’s recently-completed spin-off transaction on the Company’s business; and (k) the other factors
set forth in the Company‘s periodic filings with the Securities and Exchange Commission.
2
Table of Contents
Ventas Investment Thesis (4 – 5)
Ventas Fast Facts (6)
Ventas Overview (7 – 13)
Closed Transactions (14 – 18)
Portfolio Overview (19 – 25)
Appendices:
Leadership Team (27)
Industry Demographic & Demand Fundamentals (28 – 30)
Financial Results & Information (31 – 36)
3
Ventas Investment Thesis
Increased NOI and FFO per share
expected growth rates
Best MOB Platform/Franchise
89% NOI from Assets with Investment Grade
Systems and HCA
Dividend Increase — >10% Q3 (VTR + CCP)1
Best Dividend Payout Ratio Among Big 3 —
Provides Significant Room for Growth
Top Quality SHOP Portfolio
Excellent Markets with Strong Growth Potential
Strong Relationships with Top Operators:
>83% of Seniors Housing, Hospital and Post-Acute
Portfolio NOI from Top 20 Industry Operators
Diverse Business Model with Scale
Including New Strategic Segments — Acute
Care Hospitals
Highest % Private Pay: 83%
Financial Strength, Advantaged Capital
Structure
Leading Post-Acute Q-Mix: >78%
Highly Experienced Management Team
Ventas Positioned to Deliver Outstanding Financial and Operating Results
1. Based on the combined third quarter dividends of $0.73 for VTR and $0.1425 for CCP (on a pre 1:4 adjustment basis) as announced in the respective VTR and
CCP press releases on 09/03/2015.
4
Thought Leadership and Innovation
Spin-Off and Ardent Transactions Will Serve to Solidify
Ventas’s Leading Position
Spin-Off of Post-Acute / SNF Portfolio
>
Enhanced strategic focus at Ventas
>
Improved FFO and NOI growth rate
>
Increased NOI contribution from private
pay assets and leading operators
>
>
Maintain scale, diversification and strong
balance sheet
Superior dividend growth >10% Q3 (VTR
+ CCP)1
Acquisition of Ardent
>
Strategic acquisition in attractive and large
U.S. Hospitals segment
>
Aligned platform built for future growth
>
Accretive
>
High-quality assets and top-ten operator
>
Significant follow-on investment
opportunities
Ventas Positioned to Deliver Outstanding Financial and Operating Results
1. Based on the combined third quarter dividends of $0.73 for VTR and $0.1425 for CCP (on a pre 1:4 adjustment basis) as announced in the respective VTR and
CCP press releases on 09/03/2015.
5
Ventas Fast Facts
Debt / Enterprise Value1
35%
Weighted Average Cost of
Debt
Growing Diversified
Portfolio (PF Spin & Ardent)
Leading S&P 500 Company
3.5% 1,294 $30B
Assets
Enterprise Value2
Credit Rating
2015 GRESB Healthcare
Sector Global Leader3
10-Years of Strong Annual
Dividend Growth
Acquisitions Since 20114
BBB+
#1
9%
$23B
Total Shareholder Return
CAGR Since 12/31/19995
Fixed Charge Coverage
Net Debt to Adj. PF EBITDA
1H’15 Same-Store Cash
NOI Growth6
29%
4.7x
5.6x
2.8%
Note: Data as of the second quarter ended 06/30/2015, unless otherwise noted.
1. As of the Q2 2015 earnings release on 07/24/2015.
4. Includes year-to-date 2015 closed transactions.
2. Current Company estimates.
5. Total shareholder return represents compound annual growth rate through 12/31/2014.
3. As determined by GRESB and announced by the Company on September 8, 2015. 6. Represents constant currency.
6
Ventas Overview
7
Ventas Post-Spin and Ardent
Seniors
Housing
NNN
(Domestic)
International
Loans /
Other
5%
Specialty
4%
Hospitals
25%
7%
Hospitals
Skilled
Nursing
Higher-Quality, Faster-Growing Company
Post-Transactions
ACTUAL
PRO FORMA
2014 FFO
Growth1
8.2%
9.0%
Private Pay
NOI
76%
83%
6%
$1.9B NOI
4%
20%
Medical
Office
29%
Seniors
Housing
Operating
(Domestic)
NNN
82.7%
Occupancy1,2
85.2%
Balanced, Diversified Enterprise
Note: Data as of the second quarter ended 06/30/2015, pro forma for the spin-off of CCP and Ardent acquisition. Totals may not add due to rounding.
1. Excludes Ardent.
2. As of Q1 2015 as reported in Q2 2015.
8
Consistent Superior Results Post-Spin
Normalized FFO/Sh
2015 Guidance
(VTR Pre-Spin)1
L:
Spin Impact ~($0.21)
/ Quarter for 1.5
Quarters
$4.70
Normalized FFO/Sh
2015 Guidance2
L:
$4.39
H:
$4.45
($0.31)
H:
$4.76
Post-Spin Guidance Consistent with Outlook Previously Communicated
1. Based on the Company’s 2015 guidance range provided during the Q2 2015 earnings release on 07/24/2015. Excludes the “reset” of FFO from the spin-off of
Care Capital Properties as discussed during the Q2 2015 earnings conference call.
2. Represents VTR Q2 guidance range, pro forma for the impact of the spin-off of Care Capital Properties.
9
Superior Cash Flow and Dividend Growth While
Maintaining Financial Strength
Cash Flow From Operations
Superior Dividend Growth and
>10% Q3 Increase
Payout Ratio
($3.49 Annualized VTR + CCP)1
$1,435M
$0.57
CCP
$2.92
VTR
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
Ann.
1H
2015
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
Dividend / Share
20% Cash Flow From Operations CAGR Since 2005
9% Dividend/Share CAGR Over 10 Years1,
Top 5 REIT Dividend Growth Over 10 Years2
4.7x Fixed Charge
Coverage
BBB+
Credit Rating
Highest vs. Peers
Top REIT
Note: Data as of the second quarter ended 06/30/2015, unless otherwise noted.
1. Based on the combined third quarter dividends of $0.73 for VTR and $0.1425 for CCP (on a pre 1:4 adjustment basis) as announced in the respective VTR and CCP
press releases on 09/03/2015.
2. Citi Weekly REIT and Lodging Strategy (01/30/2015).
Ann.
Q3
2015
10
Immense Healthcare Real Estate Market
 External Growth
Environment Positive
 Dynamic, Consolidating and
Fragmented Market with
Significant Capital Needs
 Massive Current Deal
Volume – Domestic and
International
$1 Trillion U.S. Healthcare Real Estate
Life Science / Biotech
Facilities
Post-Acute
Facilities
Outpatient
Facilities /
MOBs
5%
10%
39%
Private
Pay
Seniors
Housing
15%
 Runway for Growth and
Diversification with Good
Risk-Adjusted Returns
<15% Owned by
Public REITs1
31%
Hospitals
1. Company estimates.
11
Strong Demand Drivers Continue to Drive Our
Business Success
Strong Senior Population Fundamentals

75+ Growing 8x Faster Than Rest of Population
from 2015 - 2060

75+ Cohort Has $678K Average Net Worth1

75+ Households with $50K+ Income Growing 4x
Faster than The Rest of the Population2

<10% Penetration Rate in Seniors Housing for the
80+ Population3
Projections of the Change in Population by Age for
the United States from 2015 – 20607
Economic and Policy Drivers

Median Existing Home Prices +6.5% Year-OverYear in June 2015, Surpassing Peak Levels Set
July 20064

Uninsured Rate Improved Nearly 6 Percentage
Points Since ACA Went into Effect5

Unemployment Improved to 5.1% in August 2015,
Lowest Levels since Early 20086

Growth in Seniors Population, Policy Drive to
Provide Care in Low Cost Settings (MOBs, SNFs)
Consumer Confidence Index 85% Correlated with
Seniors Housing Occupancy8
213%
134%
2015
2060
1.
2.
3.
4.
12%
24%
Under 18 Yrs
18 to 74 Yrs
75 to 84 Yrs
85+ Yrs
73.6 million
82.3 million
227.5 million
282.1 million
13.9 million
32.7 million
6.3 million
19.7 million
Federal Reserve Survey of Consumer Finances.
Nielsen; represents 2014 – 2019 growth.
Company Estimates, Bank of America Merrill Lynch.
National Association of Realtors (July 2015).
5.
6.
7.
8.
Gallup (July 2015).
Bureau of Labor Statistics.
US Census Bureau, Population Division.
Bank of America Merrill Lynch (September 2014).
12
Leadership in Corporate Responsibility
Sound & Effective Sustainability Practices
 NAREIT Leader in the Light
 GRESB Global Sector Leader
 GRESB Green Star Company
 Added to MSCI World ESG Index
Ventas Charitable Giving
 Over $2M in Charitable Contributions Since Inception
 $12M Total Endowment in Ventas Charitable Foundation
 $1M Partnership with the Greater Chicago Food
Depository to End Senior Hunger
 $100K Contributed to the Alzheimer Association
Sound Corporate Governance &
Shareholder Transparency
 Corporate Governance QuickScore Rating of 3
 Ranked for Best Investor Relations by Institutional
Investor in 2014
Atria Valley View
Atria Senior Living
LEED Silver Certified
13
Closed Transactions
14
Summary of Recent Events
April 6th: Announced planned spin-off of post-acute / skilled nursing facilities and acquisition of Ardent;
closed in Q3 2015
Ardent Health Services Acquisition
 VTR entry into the massive >$300B hospital
sector
 ~7.5% initial lease yield; CPI annual rent
escalators
 Attractive partners in both Ardent management
and EGI for continued growth
 EGI and management team have significant
OpCo equity ownership; Ventas owns 9.9%
 Sound capital structure
Spin-off of Care Capital Properties (“CCP”)
 Enhanced strategic focus at Ventas
 Improved pro forma FFO and NOI growth rate
 Increased NOI contribution from private pay
assets and leading operators
 Maintain scale, diversification and strong
balance sheet
 Superior dividend growth >10% Q3 (VTR +
CCP)1
 Portfolio enhancement + risk management
 Well-articulated capital strategy
Strategic transactions create two faster-growing companies with focused, differentiated strategies
1. Based on the combined third quarter dividends of $0.73 for VTR and $0.1425 for CCP (on a pre 1:4 adjustment basis) as announced in the respective VTR and
CCP press releases on 09/03/2015.
15
Ventas Growing with Leading Tenants and Operators
Post-Acute Care
Seniors Housing
Medical Office
Hospitals
% Segment
NOI From
Top Ranked
Operators
91%
>80%
89%1
100%
% Total VTR
NOI2
12%
58%
20%
6%
Partnerships
with Nation’s
Top
Operating
Partners in
the Industry
1. Represents NOI from assets with investment grade systems and HCA.
2. Segments shown exclude Loan Portfolio and Other assets.
16
Ardent Transaction Update
Hillcrest HealthCare System
Tulsa, OK
>
>
>
>
>
4 hospital facilities with 994 total beds
29% Market Share
Low unemployment of 3.5%
High commercial payor mix
Significant growth in elderly population
BSA Health System
Amarillo, TX
>
>
>
>
>
Lovelace Health System
Albuquerque, NM
1 hospital facilities with 445 total beds
52% Market Share
Market leader in nearly all service lines
State budget surplus
Relationships with 1,000+ providers
>
>
>
>
>
5 hospital facilities with 606 total beds
25% Market Share
Medicaid expansion
State budget surplus
Increasing commercial payor mix
Acquisition closed on August 4th
Fee simple ownership (no purchase options)
EGI and management team have significant
OpCo equity ownership; Ventas owns 9.9% —
~$475M valuation
Long-term master leases
~$1.4B net real estate investment initially financed
via bonds, $900M bank loan, and asset dispositions
2.9x initial cash coverage1
Strong operating performance YTD 2015
~7.5% initial lease yield; CPI annual rent escalators
Long-Term Stable Cash Flows with Excellent Coverage and Embedded Growth
1. Based on post-closing year one EBITDARM and expected rent.
17
Hospital Sector Opportunity
Continued Growth in U.S. Hospital Expenditures
Coupled with Increasing Emergency Room Visits
Strong Performance in the Hospital Sector
Increasing
U.S. Hospital
Expenditures
Q2 2015 Same Store Adjusted Admissions Growth1
+2.9%
Final Net Medicare Rate Increase for FY 20162
Increasing
ER Visits
+0.9%
Q2 2015 Bad Debt Shows Continued Improvement3
Growing
Population
65 and Over
34 BPS
Source: CMS, American Hospital Association Annual Survey data and U.S. Census Bureau.
1. Represents the average y/y change of publicly traded peers: CYH (0.2%), HCA +4.9%, LPNT +1.8%, THC +2.3%, and UHS +5.7% (acute care only).
2. Includes a 2.4% market basket increase offset by (0.2%) ACA mandated reduction, (0.5%) ACA related productivity adjustment, and (0.8%) documentation and
coding adjustment per the American Taxpayer Relief Act of 2012.
3. Represents the average y/y change of publicly traded peers: CYH (60 bps), HCA +230 bps, LPNT (240 bps), THC flat, and UHS (100 bps) (acute care only).
18
Portfolio Overview
19
Top Quality Seniors Housing Operating Portfolio
• Outstanding care providers
• Excellent, high-barrier to entry markets (NY, LA, Boston and San Francisco)
• Need driven business with compelling demographics
Excellent Markets
Compelling U.S. Demographics
25M
$73.2K
$394.7K
10%
9%
11.1%
20M
19M 19M
20M
17M
$53.7K
15M
15M
10.7%
5%
9M
10M
6M
7M
7%
6%
12M
$191.2K
8%
4%
7M
3%
5M
2%
1%
0M
VTR
U.S.
VTR
U.S.
VTR
U.S.
0%
2015 2020 2025 2030 2035 2040 2045 2050 2055 2060
85+ Population
36% higher household
income vs. National
median1,2
2x higher home value
vs. National median1,2
40bps higher 75+
population growth vs.
National median2
% Total Population
85+ growing 8x faster than the rest of the population
from 2015 – 20603
1. Dollar values in thousands.
2. Demographic data provided by Nielsen and reflects 2015 projections, unless otherwise noted. Reflects weighted average for U.S. markets in the respective
categories, based on annualized NOI. Canadian data is excluded from demographic totals due to incomplete information.
3. Source: U.S. Bureau of Census (October 2014).
20
High Quality, Private Pay SHOP
•
305 Private Pay Seniors Housing Communities with 31,572 Units1
•
Q2 2015 Same-Store Occupancy 90.9%, +50bps YoY
•
Q2 2015 Same-Store REVPOR +3.2% YoY
•
2015(E) Same-Store NOI Growth 3%
– Q3 occupancy trending up at a modest pace
Average Monthly Rate1
$5,675
$5,525
$5,525
Same-Store Total NOI & Occupancy1
$127.4
$5,703
$122.5
$5,505
$120.1
91.4%
$120.7
92.2%
90.4%
Q2 2014
Q3 2014
Q4 2014
Q1 2015
Q2 2015
Q2 2014
Q3 2014
1. Excludes sold assets and assets intended for disposition from all periods. Includes de minimis partners’ share. Values reflect constant currency.
$122.0
Q4 2014
91.2%
90.9%
Q1 2015
Q2 2015
21
Growth from Development Activity
$100M+ Ground-Up Seniors Housing Development Joint Venture with Atria,
Experienced Developer and Pension Fund
•
Location: Palm Beach County – last entitled large seniors housing parcel
•
Unlevered Yield: ~9% upon stabilization
•
Demographics: 38% higher average income
and 21% higher home values vs. Miami MSA
$86M Ground-Up Seniors Housing Development Joint Venture with Atria and
Pension Fund
•
Location: Infill barrier-to-entry market in Northern California with superior demographics
•
Unlevered Yield: ~9% upon stabilization
•
Demographics: 31% higher average income
and 42% higher home values vs. San Francisco MSA
22
Best-in-Class Medical Office Building Franchise
•
20% NOI ($380M)1 – scalable platform
–
89% NOI with MOBs affiliated with investment
grade systems + HCA
–
Affiliations with leading hospital systems with
high market share
•
450 properties2 in 32 states / D.C. – 23M sq. ft.2
•
Strong consistent performance
•
>400 hospital and health system clients
•
Strong total occupancy 92.5%
•
Benefits of ACA
Healthcare spend per
person3
$5,200
2.5x
more than the rest of the
population; expected to
grow by 18 million
individuals between 2015
and 20254
2015 Enhanced Portfolio Quality
Newer Assets
65+ cohort visits
physician offices an
average of
→
Half <10 Years Old
$1,000
Longer Lease Terms
→
8 Years Remaining
Stronger Occupancy
→
~97%
< 25 Years Old
65 - 74 Years Old
1. Annualized 2Q15 Ventas NOI assuming all events occurred at the beginning of the period. NOI reflects only Ventas’s portion for joint venture assets. MOB share of
NOI reflects statistic post Ardent and spin-off of CCP.
2. Owned and managed properties; excludes sold assets, discontinued operations, and assets intended for disposition.
3. Source: ISI Real Estate Research and Bureau of Labor Statistics.
4. Source: Marcus and Millichap, CMS.
23
High-Quality Post-Acute Portfolio
Ventas Post-Acute Quality Mix1
FY 2016: Fourth Consecutive
Year-Over-Year Rate Increases2
Medicare
SNFs +1.2%
LTACHs +1.7%
IRFs
+1.8%
Other
<22%
Private Pay &
Medicare
>78%
Medicaid
+/- 1%
Improved 14 Percentage Points
via Spin-Off of CCP
Note: Data as of the second quarter ended 06/30/2015, unless otherwise noted.
1. Based on Ventas’s consolidated post-acute assets, pro forma for the spin-off of CCP.
2. Represents final CMS market basket increase for FY 2016; excludes LTACH patient criteria impact.
Permanent Doc Fix Positive for
Providers
24
Meeting Healthcare Real Estate Needs Globally
* Represents Q2 2015 reported asset count; includes impact of Ardent and spin-off of Care Capital Properties.
25
Appendices: Supplemental Seniors Housing and MOB Industry
Information; FFO Reconciliation, Including Non-Cash Items &
Reg. G Compliance
Note: For further information, please see www.ventasreit.com/investor-relations
Depth of Management Team with Institutional
Experience
Name
Title
Debra A. Cafaro
Chairman of the Board and
CEO
Todd W. Lillibridge
EVP, Medical Property
Operations; President and CEO,
Lillibridge Healthcare Services
Tenure
16
331
“Deep Bench” with Extensive
Industry Expertise
 16-year CEO tenure, >2x S&P 500 average
and >10x healthcare REIT peers
 >13-year average management tenure
EVP, Chief Administrative
Officer and General Counsel
192
Robert F. Probst
EVP, CFO
<1
John D. Cobb
EVP, Chief Investment Officer
4
Christian N. Cummings
SVP, Asset Management
13
Nicholas W. Jacoby
SVP, Asset Management
9
T. Richard Riney
1. Includes tenure at LHS, a wholly owned subsidiary of Ventas.
2. Includes two year tenure at Ventas predecessor Vencor.
 CEO among “Top 25 Women in Healthcare”
(Modern Healthcare, 2015), and “Best
Performing CEOs in the World” (Harvard
Business Review, 2014)
 CFO with seasoned, 25-year experience in
finance, capital markets, strategy, and
international markets
 Board members of industry associations
such as NIC and ASHA
27
Strong Demographic Trends & Fundamentals
Support Growth for Seniors Housing & MOBs
Seniors Housing IL Supply & Demand Forecast1
IL Construction vs. Inventory Forecast1
(Primary Markets: Q1 2006 – Q2 2016P)
(Q4 2005 – Q2 2015)
Seniors Housing AL Supply & Demand Forecast1
AL Construction vs. Inventory Forecast1
(Primary Markets: Q1 2006 – Q2 2016P)
(Q4 2005 – Q2 2015)
1. Source: NIC-MAP Q2 2015 webcast; includes all CCRCs and other entrance fee properties (July 2015).
28
Strong Demographic Trends & Fundamentals
Support Growth for Seniors Housing & MOBs (Cont’d)
Number of Individuals 65+ Will Grow 5x Faster Than Total Population1
There are roughly 79M baby boomers in the U.S today that
just recently began reaching the age of 65 in 2011. As
such, between 2010 and 2030, the number of individuals
age 65+ is projected to nearly double from 39M to 73M
people, a growth rate nearly 5x faster than the 18%
increase expected for the total population. As a result the
percentage of Americans 65+ is estimated to grow from
13% to 20% of the population by 2030.
ACA Should Increase Number of Insured Americans by ~12%, or 25M2
The Affordable Care Act is expected to expand health
insurance coverage to individuals which should increase
the utilization rate at many medical facilities.
According to the Congressional Budget Office, an
additional 25M people will gain access to insurance
coverage by 2016 as a result of the ACA. This would
translate into a ~12% increase from estimated levels prior
to healthcare reform.
1. ISI Group real estate research report and U.S. Bureau of Census (October 2014).
2. ISI Group real estate research report and Congressional Budget Office (October 2014).
29
Strong Demographic Trends & Fundamentals
Support Growth for Seniors Housing & MOBs (Cont’d)
Americans are Spending Over $3T on Healthcare; Equivalent to 18%of Total GDP 1
The healthcare sector is now the fastest growing segment
of the U.S. economy with expenditures expected to grow
6% per annum and account for nearly 20% of GDP by
2020. With ACO’s driving the integration of care and
increased focus on cost efficiency we would expect
increased expenditures to be driven towards the lower cost
setting outpatient settings such as medical office buildings.
Seniors Age 65+ Spend the Most on Healthcare2
People between 65 and 74 years of age spent the highest
amount annually for healthcare with $5,200+ in annual
personal expenditures including health insurance
premiums….
…by contrast, people under 25 years old spend only
$1,000 per year on healthcare.
1. ISI Group real estate research report and Centers for Medicare & Medicaid Services (October 2014).
2. ISI Group real estate research report and Bureau of Labor Statistics (October 2014).
30
Non-GAAP Financial Measures
Funds From Operations (FFO) and Funds Available for Distribution (FAD) Reconciliation1
($ in 000s, except per share amounts)
Note: 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
Note: in the Company’s weighted average diluted share count, if any.
1. The Company’s guidance constitutes forward-looking statements within the meaning of the federal securities laws and is based on a number of assumptions that
are subject to change and many of which are outside the control of the Company. Actual results may differ materially from the Company's expectations depending
on factors discussed in the Company’s filings with the Securities and Exchange Commission.
31
Non-GAAP Financial Measures
For the Six Months Ended June 30, 2015 and 2014 Normalized
Funds from Operations (FFO)
($ in 000s, except per share amounts)
1. Per share amounts may not add due to rounding.
32
Non-GAAP Financial Measures
Adjusted Pro Forma1 EBITDA and Net Debt to Adjusted Pro Forma1 EBITDA
($ in 000s, except per share amounts)
1. The following information considers the pro forma effect on net income, interest, depreciation and amortization, noncontrolling interest and income taxes of the
Company’s investments and other capital transactions that were completed during the three months ended June 30, 2015 and March 31, 2015, as if the transactions had
been consummated as of the beginning of the period. The above 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 of our historical financial statements in 2014, net gains
on real estate activity and changes in the fair value of financial instruments (including amounts in discontinued operations) (“Adjusted Pro Forma EBITDA”).
33
Non-GAAP Financial Measures
Adjusted Pro Forma1 EBITDA and Fixed Charge Coverage Ratio
($ in 000s, except per share amounts)
1. The following information considers the pro forma effect on net income, interest, depreciation and income taxes of the Company’s investments and other capital
transactions that were completed during the trailing twelve months ended June 30, 2015, as if the transactions had been consummated as of the beginning of the
period. The above table illustrates pro forma earnings before interest, taxes, depreciation and amortization (including non-cash stock-based compensation
expense), excluding gains or losses on extinguishment of debt, merger-related expenses and deal costs, expenses related to the re-audit and re-review of our\
historical financial statements in 2014, net gains on real estate activity and changes in the fair value of financial instruments (including amounts in discontinued
operations) (“Adjusted Pro Forma EBITDA”).
34
Non-GAAP Financial Measures
NOI Reconciliation by Segment1,2
($ in 000s, except per share amounts)
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.
35
Non-GAAP Financial Measures
NOI Reconciliation by Segment1,2 (Cont’d)
($ in 000s, except per share amounts)
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.
36
BAML 2015 Global Real Estate Conference
September 2015