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EX-99.2 - SUPPLEMENTAL INFORMATION, PDF FORMAT - NATIONAL HEALTH INVESTORS INCa2014q3supplementala02.pdf
8-K - 8-K - NATIONAL HEALTH INVESTORS INCa8-k2014q3supplemental.htm
































SUPPLEMENTAL INFORMATION
 
 
 
 
 
September 30, 2014




Table of Contents
 
 
 
 
 




 
 
 
 
 

This Supplemental Information and other materials we have filed or may file with the Securities and Exchange Commission, as well as information included in oral statements made, or to be made, by our senior management contain certain “forward-looking” statements as that term is defined by the Private Securities Litigation Reform Act of 1995. All statements regarding our expected future financial position, results of operations, cash flows, funds from operations, continued performance improvements, ability to service and refinance our debt obligations, ability to finance growth opportunities, and similar statements including, without limitations, those containing words such as “may,” “will,” “believes,” anticipates,” “expects,” “intends,” “estimates,” “plans,” and other similar expressions are forward-looking statements.

Forward-looking statements involve known and unknown risks and uncertainties that may cause our actual results in future periods to differ materially from those projected or contemplated in the forward-looking. Such risks and uncertainties include, among other things, the following risks, which are described in more detail under the heading “Risk Factors” in Item 1A in our Form 10-K for the year ended December 31, 2013:

We depend on the operating success of our customers (facility operators) for collection of our revenues during this time of uncertain economic conditions in the U.S.;

We are exposed to the risk that our tenants and borrowers may not be able to meet the rent, principal and interest or other payments due us, which may result in an operator bankruptcy or insolvency, or that an operator might become subject to bankruptcy or insolvency proceedings for other reasons;

We are exposed to risks related to governmental regulations and payors, principally Medicare and Medicaid, and the effect that lower reimbursement rates will have on our tenants’ and borrowers’ business;

We are exposed to the risk that the cash flows of our tenants and borrowers will be adversely affected by increased liability claims and general and professional liability insurance costs;

We are exposed to risks related to environmental laws and the costs associated with the liability related to hazardous substances;

We are exposed to the risk that we may not be indemnified by our lessees and borrowers against future litigation;

We depend on the success of future acquisitions and investments;

We depend on the ability to reinvest cash in real estate investments in a timely manner and on acceptable terms;

We may need to incur more debt in the future, which may not be available on terms acceptable to the Company;

We have covenants related to our indebtedness which impose certain operational limitations and a breach of those covenants could materially adversely affect our financial condition and results of operations;

We are exposed to the risk that the illiquidity of real estate investments could impede our ability to respond to adverse changes in the performance of our properties;

We are exposed to risks associated with our investments in unconsolidated entities, including our lack of sole decision-making authority and our reliance on the financial condition of other interests;

We depend on revenues derived mainly from fixed rate investments in real estate assets, while our debt capital used to finance those investments is primarily at variable rates. This circumstance creates interest rate risk to the Company;

We are exposed to the risk that our assets may be subject to impairment charges;

We depend on the ability to continue to qualify as a real estate investment trust;

We depend on the success of property development and construction activities which may fail to achieve the operating results we expect;

We have ownership limits in our charter with respect to our common stock and other classes of capital stock which may delay, defer or prevent a transaction or a change of control that might involve a premium price for our common stock or might otherwise be in the best interests of our stockholders;

We are subject to certain provisions of Maryland law and our charter and bylaws that could hinder, delay or prevent a change in control transaction, even if the transaction involves a premium price for our common stock or our stockholders believe such transaction to be otherwise in their best interests.

In this Supplemental Information, we refer to non-GAAP financial measures. These non-GAAP measures are not prepared in accordance with generally accepted accounting principles. A reconciliation of the non-GAAP financial measures to the most directly comparable GAAP measures is included in this presentation.

Throughout this presentation, certain abbreviations and acronyms are used to simplify the format. A list of definitions is provided at the end of this presentation to clarify the meaning of any reference that may be ambiguous.

Unless otherwise noted, all amounts are unaudited and are as of or for the year to date period ended September 30th.



 
 
Selective Growth.
Shareholder Value.

 
 
 
 
 

NATIONAL HEALTH INVESTORS, INC. (NYSE: NHI), a Maryland corporation incorporated and publicly listed in 1991, is a healthcare real estate investment trust (REIT) specializing in financing healthcare real estate by purchase and leaseback transactions, RIDEA transactions and by mortgage loans. NHI's investments include senior housing (independent living, assisted living & senior living campuses), skilled nursing facilities, medical office buildings, and hospitals.

HIGHLIGHTS
 
Geographic & asset class diversification
Consistent dividend growth since 2001
Low-leverage balance sheet
Cash flow growth from lease escalators
 
STRATEGY
 
Partner with top-tier operators
Prioritize direct referrals and existing customers
Continue focus on need-driven senior care
Prioritize toward AL and newer SNF campuses
Prioritize toward private pay and Medicare potential
Develop assisted living and memory care communities

GEOGRAPHIC DIVERSIFICATION
 
 
 
30 Partners
30 States
174 Properties
97

Senior Housing
71

Skilled Nursing
4

Hospital
2

Medical Office Building
 
 

Page 4


 
 
 
 
 
(in millions)

 
 
 
 
 

Performance
 
 
 
 
 
STABILIZED LEASE PORTFOLIO
EBITDARM Coverage1 
 
1 based on trailing twelve months; full portfolio coverage is 2.20x; SNF for Q2 ’13 & Q2 ’14 includes NHC coverage of 4.16x & 4.18x, respectively
(#) indicates the number of properties; excludes development, and lease-up properties
 

Page 5


Financial
 
 
 
 
 
HIGHLIGHTS

CAPITAL STRUCTURE
($ in millions)

September 2014
 
 
 
Unsecured Revolver - March 2019
$
81

Unsecured Term Loans - June 2020
250

Convertible Senior Notes - April 2021
193

Total Unsecured Debt
$
524

 
 
Fannie Mae Mortgages - July 2015
$
79

HUD Mortgages - August 2049
38

Total Secured Debt
$
117

 
 
Market Value of Equity
$
1,889

 
 
Less: Cash and Cash Equivalents
$
(4
)
 
 
Enterprise Value
$
2,526

 
 
 
 
Net Debt1 / Enterprise Value
25.2
%
Secured Debt / Net Debt1
18.4
%
1 Secured & Unsecured Debt less Cash and Cash Equivalents

Page 6


BICKFORD SENIOR LIVING
A Platform for Growth

Trailing 12 Months as of September 30
 
Total
 
Same Store
 
Focus Properties2
 
Purchase Option Properties3
 
2014
2013
 
2014
2013
 
2014
2013
 
2014
2013
Number of properties
27

27

 
25

25

 
2

2

 
6

6

Number of units
1,239

1,239

 
1,068

1,068

 
171

171

 
342

342

Average unit occupancy
85.4
%
85.2
%
 
87.8
%
86.0
%
 
70.4
%
79.9
%
 
89.4
%
86.9
%
Average monthly RPU1
$
4,777

$
4,648

 
$
4,779

$
4,631

 
$
4,761

$
4,777

 
$
5,229

$
5,001

 
 
 
 
 
 
 
 
 
 
 
 
Operating revenue
$
60,658

$
58,879

 
$
53,780

$
51,047

 
$
6,878

$
7,832

 
$
19,197

$
17,836

Less: operating expenses
37,169

35,686

 
31,483

29,905

 
5,686

5,781

 
11,129

10,201

EBITDARM
$
23,489

$
23,193


$
22,297

$
21,142


$
1,192

$
2,051


$
8,068

$
7,635


Sequential Quarter
 
Total
 
Same Store
 
Focus Properties
 
Purchase Option Properties3
 
Q3 2014
Q2 2014
 
Q3 2014
Q2 2014
 
Q3 2014
Q2 2014
 
Q3 2014
Q2 2014
Number of properties
29

29

 
25

25

 
4

4

 
6

6

Number of units
1,355

1,355

 
1,068

1,068

 
287

287

 
342

342

Average unit occupancy
83.5
%
80.8
%
 
88.2
%
86.6
%
 
65.1
%
59.4
%
 
94.6
%
90.6
%
Average monthly RPU1
$
4,783

$
4,822

 
$
4,768

$
4,800

 
$
4,921

$
4,931

 
$
5,232

$
5,198

 
 
 
 
 
 
 
 
 
 
 
 
Operating revenue
$
16,234

$
15,839

 
$
13,475

$
13,318

 
$
2,758

$
2,522

 
$
5,076

$
4,832

Less: operating expenses
10,239

9,834

 
8,158

7,747

 
2,082

2,086

 
2,992

2,781

EBITDARM
$
5,995

$
6,005


$
5,317

$
5,571


$
676

$
436


$
2,084

$
2,051


1 revenue per occupied unit
2 excludes two facilities opened during Q4 2013
3 6 properties available to NHI under a $97m purchase option

Page 7


 
 
 
 
 

TOP 10 RELATIONSHIPS

Tenant / Operator (market cap1)
Ownership
Market Focus
5 Yr. Investment $s
% of Cash Revenue2
 ($790mm)
Public
SNF /
Senior Housing
$37.4 m
23.0%
Private National
Senior Housing
$492.9 m
20.1%
Private
Senior Housing
$266.1 m
13.7%
Private
SNF
$124.3m
7.7%
NFP
SNF
$67m
4.3%
Private National
SNF
$27.8
3.5%
 ($5.9bn)
Public
Senior Housing
$53.5m3
3.1%
Private
Senior Housing
$15.6m
2.5%
 ($1.3bn)
Public
Healthcare REIT
N/A
2.4%
Private
Senior Housing / Trans. Rehab
$38.9m
2.2%

1 Market capitalization as of September 30, 2014
2 Cash revenue includes REIT dividends and interest income on mortgage and note investments
3 Includes $38.2m of existing property transitioned to Brookdale during 2010

Page 8


 
 
 
 
 

The Board of Directors approves a regular quarterly dividend which is reflective of expected taxable income on a recurring basis. Company transactions that are infrequent and non-recurring that generate additional taxable income have been distributed to shareholders in the form of special dividends. Taxable income is determined in accordance with the Internal Revenue Code and differs from net income for financial statement purposes determined in accordance with US GAAP.

 
 
 
 
 

“NHI's long history of outperforming the market has returned significant value to our shareholders.”

Justin Hutchens, President & CEO
 

 
 
 
 
 

Justin Hutchens
President & CEO
 
Kristin S. Gaines
Chief Credit Officer
 
Mandi Hogan
National Director,
Marketing

Roger R. Hopkins
Chief Accounting
Officer
Kevin Pascoe
Senior VP,
Investments
Ron Reel
Controller
 

(615) 890-9100    -    investorrelations@nhireit.com

Page 9


Balance Sheets
 
 
 
 
 
(in thousands, except share amounts)

As of
September 30, 2014

 
September 30, 2013

Assets:
 
 
 
Real estate properties:
 
 
 
Land
$
94,320

 
$
70,844

Buildings and improvements
1,380,623

 
854,915

Construction in progress
18,197

 
19,469

 
1,493,140

 
945,228

Less accumulated depreciation
(202,605
)
 
(177,820
)
Real estate properties, net
1,290,535

 
767,408

Mortgage and other notes receivable, net
60,728

 
59,367

Investment in preferred stock, at cost
38,132

 
38,132

Cash and cash equivalents
3,559

 
7,450

Marketable securities
13,275

 
13,577

Straight-line rent receivable
31,383

 
16,778

Equity-method investment and other assets
50,556

 
14,402

Assets held for sale, net

 

Total Assets
$
1,488,168

 
$
917,114

 
 
 
 
Liabilities and Stockholders' Equity:
 
 
 
Debt
$
640,963

 
$
391,362

Real estate purchase liabilities
4,000

 
5,856

Accounts payable and accrued expenses
12,583

 
7,809

Dividends payable
25,455

 
20,489

Lease deposit liabilities
22,775

 

Deferred income
1,372

 
1,185

Total Liabilities
707,148

 
426,701

 
 
 
 
Commitments and Contingencies
 
 
 
 
 
 
 
National Health Investors Stockholders' Equity:
 
 
 
Common stock, $.01 par value; 60,000,000 and 40,000,000 shares authorized;
 
 
 
33,058,124 and 27,876,176 shares issued and outstanding, respectively
331

 
279

Capital in excess of par value
762,918

 
470,892

Cumulative net income in excess (deficit) of dividends
765

 
(439
)
Accumulated other comprehensive income
7,109

 
8,970

Total National Health Investors Stockholders' Equity
771,123

 
479,702

Noncontrolling interest
9,897

 
10,711

Total Equity
781,020

 
490,413

Total Liabilities and Stockholders' Equity
$
1,488,168

 
$
917,114



Page 10


(in thousands, except share and per share amounts)

Year to date as of
September 2014

 
December 2013

 
December 2012

Revenues:
 
 
 
 
 
Rental income
$
123,335

 
$
106,029

 
$
81,482

Interest income from mortgage and other notes
5,258

 
7,633

 
7,426

Investment income and other
3,182

 
4,166

 
4,409

 
131,775

 
117,828

 
93,317

Expenses:
 
 
 
 
 
Depreciation
28,373

 
20,101

 
14,772

Interest, including amortization of debt discount and issuance costs
20,720

 
9,229

 
3,492

Legal
149

 
784

 
766

Franchise, excise and other taxes
790

 
616

 
771

General and administrative
6,948

 
9,254

 
7,799

Loan and realty losses (recoveries), net

 
1,976

 
(2,195
)
 
56,980

 
41,960

 
25,405

Income before equity-method investee, discontinued operations and noncontrolling interest
74,795

 
75,868

 
67,912

Income from equity-method investee
157

 
324

 
45

Investment and other gains

 
3,306

 
4,877

Income from continuing operations
74,952

 
79,498

 
72,834

Discontinued operations
 
 
 
 
 
Income from discontinued operations

 
5,426

 
6,098

Gain on sales of real estate

 
22,258

 
11,966

Income from discontinued operations

 
27,684

 
18,064

Net income
74,952

 
107,182

 
90,898

Net income attributable to noncontrolling interest
(872
)
 
(999
)
 
(167
)
Net income attributable to common stockholders
$
74,080

 
$
106,183

 
$
90,731

 
 
 
 
 
 
Weighted average common shares outstanding:
 
 
 
 
 
Basic
33,053,386

 
28,362,398

 
27,811,813

Diluted
33,087,029

 
28,397,702

 
27,838,720

Earnings per common share:
 
 
 
 
 
Basic:
 
 
 
 
 
Income from continuing operations attributable to common stockholders
$
2.24

 
$
2.77

 
$
2.61

Discontinued operations

 
.97

 
.65

Net income attributable to common stockholders
$
2.24

 
$
3.74

 
$
3.26

Diluted:
 
 
 
 
 
Income from continuing operations attributable to common stockholders
$
2.24

 
$
2.77

 
$
2.61

Discontinued operations

 
.97

 
.65

Net income attributable to common stockholders
$
2.24

 
$
3.74

 
$
3.26

 
 
 
 
 
 
Regular dividends declared per common share
$
2.31

 
$
2.90

 
$
2.64



Page 11


(in thousands, except share and per share amounts)

Year to date as of
September 2014

 
December 2013

 
December 2012

Net income attributable to common stockholders
$
74,080

 
$
106,183

 
$
90,731

Elimination of certain non-cash items in net income:
 
 
 
 
 
Depreciation in continuing operations
28,373

 
20,101

 
14,772

Depreciation related to noncontrolling interest
(742
)
 
(634
)
 
(87
)
Depreciation in discontinued operations

 
557

 
2,209

Net gain on sales of real estate

 
(22,258
)
 
(11,966
)
Funds from operations
101,711

 
103,949

 
95,659

Investment gains

 
(3,256
)
 
(4,760
)
Debt issuance costs expensed due to credit facility modifications
2,145

 
416

 

Non-cash write-off of straight-line rent receivable

 

 
963

Write-offs and expenses due to early lease termination

 

 
297

Acquisition costs under business combination accounting

 
208

 

Legal settlement

 

 
365

Loan impairment and recoveries of previous write-downs

 
1,976

 
(2,195
)
Other items, net

 

 
(271
)
Normalized FFO
103,856

 
103,293

 
90,058

Straight-line lease revenue, net
(12,692
)
 
(6,560
)
 
(4,627
)
Straight-line lease revenue, net, related to noncontrolling interest
47

 
55

 

Amortization of original issue discount
530

 

 

Amortization of debt issuance costs
1,363

 
290

 
320

Normalized AFFO
93,104

 
97,078

 
85,751

Non-cash share-based compensation
1,796

 
2,339

 
2,168

Normalized FAD
$
94,900

 
$
99,417

 
$
87,919

 
 
 
 
 
 
BASIC
 
 
 
 
 
Weighted average common shares outstanding
33,053,386

 
28,362,398

 
27,811,813

FFO per common share
$
3.08

 
$
3.67

 
$
3.44

Normalized FFO per common share
$
3.14

 
$
3.64

 
$
3.24

Normalized AFFO per common share
$
2.82

 
$
3.42

 
$
3.08

Normalized FAD per common share
$
2.87

 
$
3.51

 
$
3.16

 
 
 
 
 
 
DILUTED
 
 
 
 
 
Weighted average common shares outstanding
33,087,029

 
28,397,702

 
27,838,720

FFO per common share
$
3.07

 
$
3.66

 
$
3.44

Normalized FFO per common share
$
3.14

 
$
3.64

 
$
3.23

Normalized AFFO per common share
$
2.81

 
$
3.42

 
$
3.08

Normalized FAD per common share
$
2.87

 
$
3.50

 
$
3.16

 
 
 
 
 
 
Payout ratios:
 
 
 
 
 
Regular dividends per common share (YTD 2014 annualized1)
$
3.08

 
$
2.90

 
$
2.64

Normalized FFO payout ratio per diluted common share
73.6
%
 
79.7
%
 
81.7
%
Normalized AFFO payout ratio per diluted common share
82.2
%
 
84.8
%
 
85.7
%
Normalized FAD payout ratio per diluted common share
80.5
%
 
82.9
%
 
83.5
%

1 Through September 30, 2014, we declared dividends of $2.31 per common share.

NOTE: FFO and Normalized FFO per diluted common share for the three months ended September 30, 2013 both differ by $.02, respectively, and for the nine months ended September 30, 2013 both differ by $.06, respectively, from the amounts previously reported as a result of our revised interpretation of the NAREIT definition of FFO. Normalized FAD per diluted common share for the three and nine months ended September 30, 2013 differs by $.02, from the amount previously reported as a result of changes we made to our definition of FAD.

See our Form 8-K dated May 5, 2014 which describes these revisions.

Page 12


(dollars in thousands)
Year to date as of
September 2014

 
December 2013

 
December 2012

 
 
 
 
 
 
Net income
$
74,952

 
$
107,182

 
$
90,898

Interest expense at contractual rates
16,683

 
8,523

 
3,172

Franchise, excise and other taxes
790

 
616

 
771

Depreciation in continuing and discontinued operations
28,373

 
20,658

 
16,981

Amortization of debt issuance costs and bond discount
1,892

 
290

 
320

Net gain on sales of real estate

 
(22,258
)
 
(11,966
)
Investment gains

 
(3,256
)
 
(4,760
)
Debt issuance costs expensed due to credit facility modifications
2,145

 
416

 

Non-cash write-off of straight-line rent receivable

 

 
963

Write-offs and expenses due to early lease termination

 

 
297

Acquisition costs under business combination accounting

 
208

 

Legal settlement

 

 
365

Loan impairment and recoveries of previous write-downs

 
1,976

 
(2,195
)
Other items, net

 

 
(271
)
Adjusted EBITDA
$
124,835

 
$
114,355

 
$
94,575

 
 
 
 
 
 
Interest at contractual rates
$
16,683

 
$
8,523

 
$
3,172

Principal payments
782

 
405

 

Fixed Charges
$
17,465

 
$
8,928

 
$
3,172

 
 
 
 
 
 
Fixed Charge Coverage Ratio
7.1x

 
12.8x

 
29.8x



Debt Maturities
 
 
 
 
 
(in millions)

 
Rate(s)
 
2014
 
2015
 
2016
 
2017
 
Thereafter
Revolving credit facility - unsecured
1.66%
 

 

 

 

 
81,000

Convertible senior notes - unsecured
3.25%
 

 

 

 

 
200,000

Bank term loans - unsecured
3.29% - 3.91%
 

 

 

 

 
250,000

HUD mortgage loans -secured
4.30% - 4.65%
 
125

 
553

 
570

 
595

 
36,130

Fannie Mae term loans - secured
6.85% - 7.17%
 
274

 
77,268

 

 

 

 
 
 
399

 
77,821

 
570

 
595

 
567,130




Page 13


(dollars in thousands)
 
 
Properties
 
Units/ Sq. Ft.
 
YTD Billed Rent
 
YTD Straight-Line
 
YTD Revenue
Leases
 
 
 
 
 
 
 
 
 
 
Skilled Nursing1
64

 
8,370

 
$
47,412

 
$
1,068

 
$
48,480

 
Senior Housing
94

 
6,954

 
57,285

 
11,175

 
68,460

 
Hospitals
3

 
181

 
5,211

 
448

 
5,659

 
Medical Office Buildings
2

 
88,517

 
734

 
2

 
736

 
Total Leases
163

 
 
 
$
110,642

 
$
12,693

 
$
123,335

 
 
 
 
 
 
 
 
 
 
 
1 
Skilled Nursing
 
 
 
 
 
 
 
 
 
 
NHC facilities
39

 
5,404

 
$
27,337

 
$

 
$
27,337

 
All other facilities
25

 
2,966

 
20,075

 
1,068

 
21,143

 
 
64

 
8,370

 
$
47,412

 
$
1,068

 
$
48,480

 
 
 
 
 
 
 
 
 
 
 
Mortgages and Other Notes Receivable
 
 
 
 
 
 
 
 
 
 
Skilled Nursing
7

 
594

 
 
 
 
 
$
1,041

 
Senior Housing
3

 
386

 
 
 
 
 
794

 
Hospital
1

 
70

 
 
 
 
 
900

 
Other Notes Receivable

 

 
 
 
 
 
2,523

 
Total Mortgages
11

 
1,050

 
 
 
 
 
$
5,258



LEASE MATURITIES
(annualized 2014 cash rent; in thousands)

TENANT PURCHASE OPTIONS
(% of annualized 2014 cash rent)
Property Type
 
Option Open Date
 
 
 
2014
 
2015
 
2016
 
2017
 
2018
 
2019
 
2020
 
2021
 
2022
 
2023
 
2024
 
2025
 
Thereafter
SHO
 

 
 

 
 

 
 
3.3
%
 
 

 
 
 

 

SNF
 

 
 
4.1
%
 
 
4.0
%
 
 

 
 

 
 
 
2.3
%
 
0.3
%
HOSP
 

 
 

 
 
1.4
%
 
 
1.1
%
 
 
2.1
%
 
 
 

 

MOB
 
0.4
%
 
 

 
 

 
 

 
 

 
 
 

 

 
 
0.4
%
 
 
4.1
%
 
 
5.4
%
 
 
4.4
%
 
 
2.1
%
 
 
 
2.3
%
 
0.3
%

Page 14


The term Annualized Revenue refers to the amount of revenue that our portfolio would generate if all leases and mortgages were in effect for the twelve-month calendar year, regardless of the commencement date, maturity date, or renewals. Therefore, annualized revenue is used for financial analysis purposes, and is not indicative of actual or expected results.

Adjusted EBITDA & EBITDARM
We consider Adjusted EBITDA to be an important supplemental measure because it provides information which we use to evaluate our performance and serves as an indication of our ability to service debt. We define Adjusted EBITDA as consolidated earnings before interest, taxes, depreciation and amortization, including amounts in discontinued operations, excluding real estate asset impairments and gains on dispositions and certain items which, due to their infrequent or unpredictable nature, may create some difficulty in comparing Adjusted EBITDA for the current period to similar prior periods, and may include, but are not limited to, impairment of non-real estate assets, gains and losses attributable to the acquisition and disposition of assets and liabilities, and recoveries of previous write-downs. Since others may not use our definition of Adjusted EBITDA, caution should be exercised when comparing our Adjusted EBITDA to that of other companies.

EBITDARM is earnings before interest, taxes, depreciation, amortization, rent and management fees.

SHO - Senior housing                 HOSP - Hospital
MOB - Medical office building            SNF -Skilled nursing facility

The term Fixed Charges refers to interest expense and debt principal.

Focus Properties
The term Focus Properties refers to those properties that currently receive additional management attention. Such facilities may include underperforming or repositioned assets as well as newly acquired or new facilities in lease-up.

These operating performance measures may not be comparable to similarly titled measures used by other REITs. Consequently, our FFO, normalized FFO, normalized AFFO & normalized FAD may not provide a meaningful measure of our performance as compared to that of other REITs. Since other REITs may not use our definition of these operating performance measures, caution should be exercised when comparing our Company's FFO, normalized FFO, normalized AFFO & normalized FAD to that of other REITs. These financial performance measures do not represent cash generated from operating activities in accordance with generally accepted accounting principles (“GAAP”) (these measures do not include changes in operating assets and liabilities) and therefore should not be considered an alternative to net earnings as an indication of operating performance, or to net cash flow from operating activities as determined by GAAP as a measure of liquidity, and are not necessarily indicative of cash available to fund cash needs.

FFO, as defined by the National Association of Real Estate Investment Trusts ("NAREIT") and applied by us, is net income (computed in accordance with GAAP), excluding gains (or losses) from sales of real estate property, plus real estate depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures, if any. The Company’s computation of FFO may not be comparable to FFO reported by other REITs that do not define the term in accordance with the current NAREIT definition or have a different interpretation of the current NAREIT definition from that of the Company; therefore, caution should be exercised when comparing our Company’s FFO to that of other REITs. Diluted FFO assumes the exercise of stock options and other potentially dilutive securities. Normalized FFO excludes from FFO certain items which, due to their infrequent or unpredictable nature, may create some difficulty in comparing FFO for the current period to similar prior periods, and may include, but are not limited to, impairment of non-real estate assets, gains and losses attributable to the acquisition and disposition of assets and liabilities, and recoveries of previous write-downs.

We believe that FFO and normalized FFO are important supplemental measures of operating performance for a REIT. Because the historical cost accounting convention used for real estate assets requires depreciation (except on land), such accounting presentation implies that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen and fallen with market conditions, presentations of operating results for a REIT that uses historical cost accounting for depreciation could be less informative, and should be supplemented with a measure such as FFO. The term FFO was designed by the REIT industry to address this issue.

We believe that normalized AFFO is an important supplemental measure of operating performance for a REIT. GAAP requires a lessor to recognize contractual lease payments into income on a straight-line basis over the expected term of the lease.

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This straight-line adjustment has the effect of reporting lease income that is significantly more or less than the contractual cash flows received pursuant to the terms of the lease agreement. GAAP also requires the original issue discount of our convertible senior notes and debt issuance costs to be amortized as a non-cash adjustment to earnings. Normalized AFFO is useful to our investors as it reflects the growth inherent in our contractual lease payments without the distortion caused by non-cash amortization.

We believe that normalized FAD is an important supplemental measure of operating performance for a REIT, also providing a useful indicator of the ability to distribute dividends to shareholders.

A newly acquired triple-net lease property is generally considered stabilized upon lease-up (typically when senior-care residents occupy at least 80% of the total number of certified units). Newly completed developments, including redevelopments, are considered stabilized upon lease-up, as described above.

The term Total Return refers to the total return an investor would have realized on an annual basis over a certain period assuming that all dividends are reinvested on the dividend payment date.

Our joint ventures are designed to be compliant with the provisions of the REIT Diversification and Empowerment Act of 2007, or RIDEA.

The term WACY refers to Weighted Average Cash Yield, which is the anticipated rate of return upon initial investment excluding the impact of any discounts received or premiums paid.