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EX-99.2 - EXHIBIT 99.2 SUPPLEMENTAL INFO FOR YE DECEMBER 31, 2014 - PDF - NATIONAL HEALTH INVESTORS INCa201410ksupplementalr85.pdf
8-K - 8-K - NATIONAL HEALTH INVESTORS INCa8-k201410ksupplemental.htm
































SUPPLEMENTAL INFORMATION
 
 
 
 
 
December 31, 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 tenants and borrowers for collection of our lease and interest income;

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

We are exposed to the risk that our tenants and borrowers may become subject to bankruptcy or insolvency proceedings;

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

We are exposed to the risk that the cash flows of our tenants and borrowers would be adversely affected by increased liability claims and 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 fully indemnified by our lessees and borrowers against future litigation;

We depend on the success of our future acquisitions and investments;

We depend on our 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 us;

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 a portion of our debt capital used to finance those investments is 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 for taxation as as a real estate investment trust;

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 December 31st.




 
 
Selective Growth.
Shareholder Value.

 
 
 
 
 

NATIONAL HEALTH INVESTORS, INC. (NYSE: NHI), is a real estate investment trust specializing in sale-leaseback, joint-venture, mortgage and mezzanine financing of need-driven and discretionary senior housing and medical investments. NHI’s portfolio consists of independent, assisted and memory care communities, entrance-fee retirement communities, skilled nursing facilities, medical office buildings and specialty 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
31 States
183 Properties
106

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 2.15x; SNF includes NHC coverage of 4.27x & 3.94x for Q3 '13 & Q3 '14, respectively
(#) indicates the number of properties; excludes development, and lease-up properties
 

Page 5


Financial
 
 
 
 
 
HIGHLIGHTS

CAPITAL STRUCTURE
($ in millions)
December 20141
 
 
 
Unsecured Revolver (2019)
$
149

Unsecured Term Loans (2020 - 2027)
475

Convertible Senior Notes (2021)
193

Total Unsecured Debt
$
817

 
 
HUD Mortgages (2049)
$
46

Total Secured Debt
$
46

 
 
Market Value of Equity
$
2,623

 
 
Less: Cash and Cash Equivalents
$
(3
)
 
 
Enterprise Value
$
3,483

 
 
 
 
Total Debt to Adjusted EBITDA
4.1x

Fixed Charge Coverage
7.9x

Secured Debt / Net Debt1
5.3
%
1 reflects issuance of new term loans on January 15, 2015 used
to reduce outstanding revolver balance
2 Secured & Unsecured Debt less Cash and Cash Equivalents

Page 6


BICKFORD SENIOR LIVING
A Platform for Growth
Trailing 12 Months as of December 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
86.0
%
85.1
%
 
88.3
%
86.6
%
 
71.7
%
75.6
%
 
92.0
%
87.2
%
Average monthly RPU1
$
4,786

$
4,715

 
$
4,795

$
4,706

 
$
4,717

$
4,780

 
$
5,253

$
5,076

 
 
 
 
 
 
 
 
 
 
 
 
Operating revenue
$
61,206

$
59,648

 
$
54,265

$
52,233

 
$
6,941

$
7,415

 
$
19,826

$
18,155

Less: operating expenses
37,626

36,687

 
31,884

30,871

 
5,742

5,816

 
11,456

10,385

EBITDARM
$
23,580

$
22,961


$
22,381

$
21,362


$
1,199

$
1,599


$
8,370

$
7,770


Sequential Quarter
 
Total
 
Same Store
 
Focus Properties
 
Purchase Option Properties3
 
Q4 2014
Q3 2014
 
Q4 2014
Q3 2014
 
Q4 2014
Q3 2014
 
Q4 2014
Q3 2014
Number of properties
31

30

 
25

25

 
6

5

 
6

6

Number of units
1,514

1,456

 
1,068

1,068

 
446

388

 
342

342

Average unit occupancy
84.0
%
83.9
%
 
90.5
%
88.2
%
 
68.5
%
72.1
%
 
96.9
%
94.6
%
Average monthly RPU1
$
4,734

$
4,694

 
$
4,831

$
4,768

 
$
4,428

$
4,442

 
$
5,298

$
5,232

 
 
 
 
 
 
 
 
 
 
 
 
Operating revenue
$
18,065

$
17,203

 
$
14,007

$
13,475

 
$
4,058

$
3,728

 
$
5,266

$
5,076

Less: operating expenses
11,278

10,782

 
8,207

8,158

 
3,071

2,624

 
3,044

2,992

EBITDARM
$
6,787

$
6,421


$
5,800

$
5,317


$
987

$
1,104


$
2,222

$
2,084


1 revenue per occupied unit
2 excludes three new facilities opened during 2013 and 2014 and 1 recently acquired facility
3 6 properties available to NHI under a $97m purchase option

Page 7


 
 
 
 
 
RELATIONSHIP FOCUSED
 
30 OPERATING PARTNERS
 
 
 
25% OF REVENUE FROM PUBLICLY TRADED ENTITIES
 
REPEAT TRANSACTIONS

TOP 10 RELATIONSHIPS

Tenant / Operator (market cap1)
Ownership
Market Focus
5 Yr. Investment $s
% of Cash Revenue2
 ($790mm)
Public
SNF /
Senior Housing
$37.4m
18.9%
Private National
Senior Housing
$492.9m
16.5%
Private
Senior Housing
$491.0m
16.1%
Private
Senior Housing
$338.1m
12.0%
Private
SNF
$124.3m
6.3%
NFP
SNF
$67m
3.5%
Private National
SNF
$27.8m
2.9%
 ($5.9bn)
Public
Senior Housing
$53.5m3
2.5%
Private
Senior Housing
$15.6m
2.1%
 ($1.3bn)
Public
Healthcare REIT
N/A
2.0%

1 Market capitalization as of December 31, 2014
2 based on annualized cash rent; 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 history of outperforming the market has returned significant value to our shareholders.”

Justin Hutchens, President & CEO
 

 
 
 
 
 

Page 9


Balance Sheets
 
 
 
 
 
(in thousands, except share amounts)

As of December 31,
2014

 
2013

Assets:
 
 
 
Real estate properties:
 
 
 
Land
$
127,566

 
$
91,770

Buildings and improvements
1,854,855

 
1,320,567

Construction in progress
6,428

 
9,665

 
1,988,849

 
1,422,002

Less accumulated depreciation
(212,300
)
 
(174,262
)
Real estate properties, net
1,776,549

 
1,247,740

Mortgage and other notes receivable, net
63,630

 
60,639

Investment in preferred stock, at cost
38,132

 
38,132

Cash and cash equivalents
3,287

 
11,312

Marketable securities
15,503

 
12,650

Straight-line rent receivable
35,154

 
18,691

Equity-method investment and other assets
50,705

 
66,656

Total Assets
$
1,982,960

 
$
1,455,820

 
 
 
 
Liabilities and Stockholders' Equity:
 
 
 
Debt
$
862,726

 
$
617,080

Real estate purchase liabilities
3,000

 
2,600

Accounts payable and accrued expenses
15,718

 
8,011

Dividends payable
28,864

 
24,293

Lease deposit liabilities
21,648

 
22,775

Deferred income
1,071

 
3,901

Total Liabilities
933,027

 
678,660

 
 
 
 
Commitments and Contingencies
 
 
 
 
 
 
 
National Health Investors Stockholders' Equity:
 
 
 
Common stock, $.01 par value; 60,000,000 and 40,000,000 shares authorized;
 
 
 
37,485,902 and 33,051,176 shares issued and outstanding, respectively
375

 
330

Capital in excess of par value
1,033,896

 
753,635

Cumulative net income in excess (deficit) of dividends
(569
)
 
3,043

Accumulated other comprehensive income
6,223

 
9,538

Total National Health Investors Stockholders' Equity
1,039,925

 
766,546

Noncontrolling interest
10,008

 
10,614

Total Equity
1,049,933

 
777,160

Total Liabilities and Stockholders' Equity
$
1,982,960

 
$
1,455,820



Page 10


(in thousands, except share and per share amounts)

Year to date as of
December 2014

 
December 2013

 
December 2012

Revenues:
 
 
 
 
 
Rental income
$
166,279

 
$
106,029

 
$
81,482

Interest income from mortgage and other notes
7,013

 
7,633

 
7,426

Investment income and other
4,217

 
4,166

 
4,409

 
177,509

 
117,828

 
93,317

Expenses:
 
 
 
 
 
Depreciation
38,078

 
20,101

 
14,772

Interest, including amortization of debt discount and issuance costs
26,372

 
9,229

 
3,492

Legal
209

 
784

 
766

Franchise, excise and other taxes
620

 
616

 
771

General and administrative
9,107

 
9,254

 
7,799

Loan and realty losses (recoveries), net

 
1,976

 
(2,195
)
 
74,386

 
41,960

 
25,405

Income before equity-method investee, discontinued operations and noncontrolling interest
103,123

 
75,868

 
67,912

Income (loss) from equity-method investee
(71
)
 
324

 
45

Investment and other gains

 
3,306

 
4,877

Income from continuing operations
103,052

 
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
103,052

 
107,182

 
90,898

Net income attributable to noncontrolling interest
(1,443
)
 
(999
)
 
(167
)
Net income attributable to common stockholders
$
101,609

 
$
106,183

 
$
90,731

 
 
 
 
 
 
Weighted average common shares outstanding:
 
 
 
 
 
Basic
33,375,966

 
28,362,398

 
27,811,813

Diluted
33,416,014

 
28,397,702

 
27,838,720

Earnings per common share:
 
 
 
 
 
Basic:
 
 
 
 
 
Income from continuing operations attributable to common stockholders
$
3.04

 
$
2.77

 
$
2.61

Discontinued operations

 
.97

 
.65

Net income attributable to common stockholders
$
3.04

 
$
3.74

 
$
3.26

Diluted:
 
 
 
 
 
Income from continuing operations attributable to common stockholders
$
3.04

 
$
2.77

 
$
2.61

Discontinued operations

 
.97

 
.65

Net income attributable to common stockholders
$
3.04

 
$
3.74

 
$
3.26

 
 
 
 
 
 
Regular dividends declared per common share
$
3.08

 
$
2.90

 
$
2.64



Page 11


(in thousands, except share and per share amounts)

Year to date as of
December 2014

 
December 2013

 
December 2012

Net income attributable to common stockholders
$
101,609

 
$
106,183

 
$
90,731

Elimination of certain non-cash items in net income:
 
 
 
 
 
Depreciation in continuing operations
38,078

 
20,101

 
14,772

Depreciation related to noncontrolling interest
(1,002
)
 
(634
)
 
(87
)
Depreciation in discontinued operations

 
557

 
2,209

Net gain on sales of real estate

 
(22,258
)
 
(11,966
)
Funds from operations
138,685

 
103,949

 
95,659

Investment gains

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

 
416

 

Write-off of unamortized debt premium
(1,655
)
 

 

Non-cash write-off of straight-line rent receivable
932

 

 
963

Write-offs and expenses due to early lease termination

 

 
297

Acquisition costs under business combination accounting
89

 
208

 

Legal settlement

 

 
365

Loan impairment and recoveries of previous write-downs

 
1,976

 
(2,195
)
Other items, net

 

 
(271
)
Normalized FFO
140,196

 
103,293

 
90,058

Straight-line lease revenue, net
(16,463
)
 
(6,560
)
 
(3,664
)
Non-cash write-off of straight-line rent receivable
(932
)
 

 
(963
)
Straight-line lease revenue, net, related to noncontrolling interest
71

 
55

 

Amortization of original issue discount
798

 

 

Amortization of debt issuance costs
1,782

 
663

 
320

Normalized AFFO
125,452

 
97,451

 
85,751

Non-cash share-based compensation
2,020

 
2,339

 
2,168

Normalized FAD
$
127,472

 
$
99,790

 
$
87,919

 
 
 
 
 
 
BASIC
 
 
 
 
 
Weighted average common shares outstanding
33,375,966

 
28,362,398

 
27,811,813

FFO per common share
$
4.16

 
$
3.67

 
$
3.44

Normalized FFO per common share
$
4.20

 
$
3.64

 
$
3.24

Normalized AFFO per common share
$
3.76

 
$
3.44

 
$
3.08

Normalized FAD per common share
$
3.82

 
$
3.52

 
$
3.16

 
 
 
 
 
 
DILUTED
 
 
 
 
 
Weighted average common shares outstanding
33,416,014

 
28,397,702

 
27,838,720

FFO per common share
$
4.15

 
$
3.66

 
$
3.44

Normalized FFO per common share
$
4.20

 
$
3.64

 
$
3.23

Normalized AFFO per common share
$
3.75

 
$
3.43

 
$
3.08

Normalized FAD per common share
$
3.81

 
$
3.51

 
$
3.16

 
 
 
 
 
 
Payout ratios:
 
 
 
 
 
Regular dividends per common share
$
3.08

 
$
2.90

 
$
2.86

Normalized FFO payout ratio per diluted common share
73.3
%
 
79.7
%
 
88.5
%
Normalized AFFO payout ratio per diluted common share
82.1
%
 
84.5
%
 
92.9
%
Normalized FAD payout ratio per diluted common share
80.8
%
 
82.6
%
 
90.5
%


NOTE: FFO per diluted common share for the years ended December 31, 2013 and 2012 differs by $.08 and $.06, respectively, from the amounts previously reported as a result of our revised interpretation of the NAREIT definition of FFO. Normalized FFO per diluted common share for the years ended December 31, 2013 and 2012 differs by $.09 and $.05, respectively, from the amounts previously reported in our periodic filings as a result of our revised interpretation of the NAREIT definition of FFO. Normalized AFFO per diluted common share for the years ended December 31, 2013 and 2012 differ by $.10 and $.07, respectively, from the amounts previously reported as a result of our revised interpretation of the NAREIT definition of FFO. Normalized FAD per diluted common share for the years ended December 31, 2013 and 2012 differs by$.02 and $.01, respectively, from the amounts 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
December 2014

 
December 2013

 
December 2012

 
 
 
 
 
 
Net income
$
103,052

 
$
107,182

 
$
90,898

Interest expense at contractual rates
23,878

 
8,944

 
3,380

Franchise, excise and other taxes
620

 
616

 
771

Depreciation in continuing and discontinued operations
38,078

 
20,658

 
16,981

Amortization of debt issuance costs and bond discount
2,580

 
247

 
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

 

Write-off of unamortized debt premium
(1,655
)
 

 

Non-cash write-off of straight-line rent receivable
932

 

 
963

Write-offs and expenses due to early lease termination

 

 
297

Acquisition costs under business combination accounting
89

 
208

 

Legal settlement

 

 
365

Loan impairment and recoveries of previous write-downs

 
1,976

 
(2,195
)
Other items, net

 

 
(271
)
Adjusted EBITDA
$
169,719

 
$
114,733

 
$
94,783

 
 
 
 
 
 
Interest at contractual rates
$
23,878

 
$
8,944

 
$
3,380

Principal payments
1,248

 
405

 

Fixed Charges
$
25,126

 
$
9,349

 
$
3,380

 
 
 
 
 
 
Fixed Charge Coverage Ratio
6.8x

 
12.3x

 
28.0x


The table above does not include the full year impact of our eight retirement communities we recently acquired from Senior Living Communities. If we were to reflect the full year impact of our Senior Living Portfolio, adjusted EBITDA would have been $209,039,000. Our consolidated debt-to-Adjusted EBITDA ratio of 4.1x is based on this adjusted EBITDA figure.


Debt Maturities
 
 
 
 
 
(in thousands)

 
Rate(s)
 
2015
 
2016
 
2017
 
2018
 
Thereafter
Revolving credit facility - unsecured
1.66%
 

 

 

 

 
374,000

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%
 
743

 
768

 
794

 
821

 
44,226

 
 
 
743

 
768

 
794

 
821

 
868,226




Page 13


(dollars in thousands)
 
 
Properties
 
Units/ Sq. Ft.
 
YTD Billed Rent
 
YTD Straight-Line
 
YTD Revenue
Leases
 
 
 
 
 
 
 
 
 
 
Need-Driven Senior Housing
 
 
 
 
 
 
 
 
 
 
Assisted Living
62

 
3,144

 
$
37,342

 
$
1,597

 
$
38,939

 
Senior Living Campus
6

 
881

 
6,540

 
528

 
7,068

 
Total Need-Driven Senior Housing
68

 
4,025

 
43,882

 
2,125

 
46,007

 
Discretionary Senior Housing
 
 
 
 
 
 
 
 
 
 
Entrance-Fee Communities
7

 
1,587

 
1,184

 
321

 
1,505

 
Independent Living
28

 
3,114

 
33,218

 
11,902

 
45,120

 
Total Discretionary Senior Housing
35

 
4,701

 
34,402

 
12,223

 
46,625

 
Total Senior Housing
103

 
8,726

 
78,284

 
14,348

 
92,632

 
Medical Facilities
 
 
 
 
 
 
 
 
 
 
Skilled Nursing
64

 
8,370

 
63,558

 
1,537

 
65,095

 
Hospitals
3

 
181

 
6,990

 
576

 
7,566

 
Medical Office Buildings
2

 
88,517

 
984

 
2

 
986

 
Total Medical Facilities
69

 
 
 
71,532

 
2,115

 
73,647

 
Total Leases
172

 
 
 
$
149,816

 
$
16,463

 
$
166,279

 
 
 
 
 
 
 
 
 
 
 
Mortgages and Other Notes Receivable
 
 
 
 
 
 
 
 
 
 
Need -Driven Senior Housing
3

 
310

 
 
 
 
 
$
1,022

 
Medical Facilities
8

 
664

 
 
 
 
 
2,589

 
Other Notes Receivable

 

 
 
 
 
 
3,402

 
Total Mortgages
11

 
974

 
 
 
 
 
$
7,013



LEASE MATURITIES
(annualized 2014 cash rent; $s in thousands)


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

 

 
 

 
 
2.1
%
 
 

 
 
 

 

SNF

 
3.4
%
 
 
3.3
%
 
 

 
 

 
 
 
1.9
%
 
0.2
%
HOSP & MOB
0.4
%
 

 
 
1.2
%
 
 
0.9
%
 
 
1.7
%
 
 
 

 

 
0.4
%
 
3.4
%
 
 
4.5
%
 
 
3.0
%
 
 
1.7
%
 
 
 
1.9
%
 
0.2
%

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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.

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