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EX-99.2 - EX-99.2 - WELLTOWER INC.Ex-99-2.htm

 

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FOR IMMEDIATE RELEASE

August 4, 2015

For more information contact:

Scott Estes (419) 247-2800

 

HCN Reports Second Quarter

Normalized FFO of $1.09 Per Diluted Share

Announces $3.8 Billion of 2015 Investments To-Date

Completes $627 Million of Second Quarter Investments

Grows U.S. Seniors Housing Operating Same Store Cash NOI 5.2%

 

Toledo, Ohio, August 4, 2015…..Health Care REIT, Inc. (NYSE:HCN) today announced operating results for the quarter ended June 30, 2015.

 

“We are playing a key role in driving the evolution of health care and solving the challenges of caring for an aging population.  We enter the second half of the year having announced $3.8 billion of high-quality investments primarily with our existing partners, new partnerships with three superb operators and a new joint venture partnership with Canada Pension Plan Investment Board that has tremendous growth potential,” said Tom DeRosa, CEO of HCN.  “The resilience of our portfolio and our strong balance sheet has yielded positive outlooks from S&P and Moody’s and positions us to capture future opportunities that will add to our best-in-class portfolio and operator base.” 

 

Earnings Results  For the quarter, we generated normalized FFO and FAD per share of $1.09 and $0.95, respectively.  Second quarter results were positively impacted by $2.9 billion of high-quality year-to-date investments and total same store cash NOI (SSCNOI) growth of 3.2% offset by net debt activity during the quarter and the early closing of the life science portfolio sale.  Seniors housing operating SSCNOI grew 3.3%, driven primarily by strong 5.2% growth in the U.S. portfolio partially offset by occupancy rates in the U.K. that were impacted by a severe flu season.

 

Dividend Growth   As previously announced, the Board of Directors declared a cash dividend for the quarter ended June 30, 2015 of $0.825 per share, as compared to $0.795 per share for the same period in 2014, representing a 4% increase.  On August 20, 2015, we will pay our 177th consecutive quarterly cash dividend.  The declaration and payment of quarterly dividends remains subject to review by and approval of the Board of Directors. 

  

 

Capital Activity   On June 30, 2015, we had $218 million of cash and cash equivalents and $2.15 billion of available borrowing capacity under our primary unsecured credit facility.  In May 2015, we completed the largest single tranche U.S. debt offering in our history: a public offering of $750 million in aggregate principal amount of 4.0% senior unsecured notes due June 1, 2025. The notes were priced at 99.926% of their face amount to yield 4.009%. In June 2015, we discharged all $300 million of our 6.2% senior unsecured notes due June 1, 2016. The combination of newly issued notes and discharged notes helped improve both the weighted average cost to 4.3% and maturities to 9.3 years for senior unsecured notes. In addition, during the quarter, both Moody’s Investors Service and S&P Ratings Services improved our credit rating outlooks to positive from stable.

  

Outlook for 2015  We reaffirm our 2015 earnings guidance and expect to report normalized FFO in a range of $4.25 to $4.35 per diluted share, representing a 3%-5% increase, and normalized FAD in a range of $3.83 to $3.93 per diluted share, representing a 5%-7% increase.  Our guidance is based on the following updated assumptions:

·         Same Store Cash NOI: We continue to expect blended SSCNOI growth of approximately 3.0%-3.5% in 2015.

·         Acquisitions: 2015 earnings guidance includes only those acquisitions which have been completed or announced, comprised of acquisitions completed in the first half of the year, the Revera and Genesis investments discussed below, and investments associated with the Mainstreet partnership.

·         Development: We anticipate funding additional development of $170 million in 2015 relating to projects underway on June 30, 2015.  We expect development conversions of approximately $63 million in the remainder of 2015. These investments are currently expected to generate yields of approximately 9.0%.

·         Dispositions: We continue to expect 2015 dispositions of approximately $1 billion of pro rata proceeds at an average yield on proceeds of 7%.

 

Page 1 of 9 


2Q15 Earnings Release                                                                                                                                                                     August 4, 2015

 

 

 

Net income attributable to common stockholders guidance has been decreased to a range of $2.47 to $2.57 per diluted share from the previous range of $2.62 to $2.72 per diluted share primarily due to second quarter normalizing items. Our guidance does not include any additional 2015 investments or dispositions beyond what we have announced, nor any transaction costs, capital transactions, impairments, unanticipated additions to the loan loss reserve or other additional normalizing items.  Please see the exhibits for a reconciliation of the outlook for net income available to common stockholders to normalized FFO and FAD.  We will provide additional detail regarding our 2015 outlook and assumptions on the second quarter 2015 conference call.

 

Investment Activity   We completed $627 million of pro rata gross investments for the quarter including $527 million in acquisitions/JVs, $76 million in development funding and $23 million in loans. Approximately 77% of these investments were done with existing relationships. The $527 million acquisitions/JVs have a blended yield of 6.4%. The $76 million in development funding is expected to yield 8.2% upon completion and the $23 million of loans were made at a blended rate of 7.9%. In addition to the new investment activity during the quarter, we placed into service seven development property projects totaling $133 million with a blended yield of 7.9%. All investments are consistent with our strategy of investing in modern, high quality properties in major metropolitan markets with favorable supply/demand.

 

Notable Investments with Existing Operating Partners

 

Beverly Hills Portfolio We completed a follow-on transaction with an existing relationship to acquire a portfolio of eight outpatient medical properties. The purchase price based on a 100% ownership interest was $449 million, which represents a projected year one cap rate in the high 5’s. The seller, who retains a 49.5% ownership interest, contributed the portfolio in exchange for a mix of operating partnership units (i.e., DownREIT) priced at an HCN stock price of $78.08 and cash. We consummated the transaction with a new joint venture partner – Canada Pension Plan Investment Board (CPPIB), an investment management organization that invests assets of the Canada Pension Plan on behalf of 18 million contributors and beneficiaries. CPPIB chose HCN as its partner on their first investment into healthcare real estate. The joint venture underscores our leadership position in the sector and enables us to profitably leverage our property and asset management platforms. The HCN/CPPIB joint venture owns 50.5% of the operating partnership and is split 55% (HCN)/45% (CPPIB). HCN’s net ownership is approximately 28% today and will increase to 55% if/when the seller converts their DownREIT units into HCN stock or cash.  The vast majority of the portfolio’s net operating income is located within the Golden Triangle, a highly exclusive market in Beverly Hills, two blocks from Rodeo Drive. The portfolio benefits from high barriers to entry given the lack of available land, which is heightened by a moratorium in the local municipal code that prohibits the expansion and development of medical office space. The remainder of the portfolio is located in La Jolla and Tustin, California. The acquisition increases HCN’s outpatient medical presence in the Southern California market to approximately 1.5 million square feet.

 

Avery Healthcare  We extended our relationship with Avery by acquiring a 100% private pay seniors housing property with 80 units built in 2013 at a purchase price of £12.3 million. Avery is an existing partner and one of our Top 10 operators. The property was added to the existing Avery master lease at an initial lease yield of 6.9% with 3.0% annual escalators. The stabilized payment coverage after management fee is expected to be 1.35x. The property is located in Leeds, the U.K.’s fourth largest market. Since closing our initial $204 million acquisition/leaseback in 2013, we’ve completed $492 million of follow-on pro rata investments with Avery

 

Cascade Living Group  We acquired nine seniors housing properties with 535 units in Oregon from an existing partner in an acquisition/leaseback transaction with Cascade. The purchase price was $75.5 million and the properties were added to the existing master lease with Cascade at an initial lease yield of 7.0% with 3% annual escalators. Since closing our initial $5 million acquisition/leaseback in 2006, we’ve completed $270 million of follow-on pro rata investments with Cascade

 

Genesis Healthcare  We expanded our partnership with Genesis by acquiring a 90-bed PowerBack property in the Dallas MSA for $18.4 million. The property has a 100% quality mix and all private patient rooms. The property was added to the existing master lease with Genesis. The initial lease yield is 8.25% with 3.0% annual escalators. In addition, we extended our relationships through the acquisition of a 100-bed PowerBack property in the Denver MSA for $21.6 million. We acquired the property pursuant to the 17-property Mainstreet pipeline announced in August 2014. The initial lease yield is 7.5% with 2.25% annual escalators and the property has been added to the existing Genesis master lease. Construction was completed in early 2015. The acquisitions will have an accretive impact on the master lease payment coverage. Since closing our initial $2.4 billion acquisition/leaseback in 2011, we’ve completed $721 million of follow-on pro rata investments with Genesis

 

Page 2 of 9 


2Q15 Earnings Release                                                                                                                                                                     August 4, 2015

 

 

 

Legend Senior Living  We acquired two private pay seniors housing properties in an acquisition/leaseback transaction with Legend. The properties contain 148 total units and are located in the Dallas MSA.  The $39.5 million investment was added to an existing master lease at an initial lease yield of 6.0%. Rent will escalate annually by 3.0% in the first two years, 6.0% annually for the following six years and then by 3.0% each year thereafter. The properties are projected to have 1.40x payment coverage after management fee.  Since closing our initial $12.4 million acquisition/leaseback in 2006, we’ve completed $293 million of follow-on pro rata investments with Legend.

 

Senior Star Living We acquired a 67-unit private pay seniors housing property in a joint venture with Senior Star.  The property opened in 2014 and is located in the Kansas City MSA adjacent to a property already owned by the joint venture.  The purchase price based on a 100% ownership interest was $24.4 million, which represents a projected year one cap rate in the mid 6’s.  We own 90% of the joint venture and Senior Star owns the remainder.  Since closing our initial $19.6 million investment in 2009, we’ve completed $446 million of follow-on pro rata investments with Senior Star.

 

Symphony/Mainstreet  We extended our relationship with Mainstreet and established a new relationship with Symphony through the acquisition of a 100-bed post-acute property located in the Chicago MSA for $21 million. The property was acquired from Mainstreet pursuant to the 17-property pipeline announced in August 2014. The property is leased to Symphony under a 15 year lease. Symphony is a leading operator of post-acute properties in metro Chicago and Arizona. The initial lease yield is 7.5% with 2.25% annual escalators. The property was developed by Mainstreet and is a NextGen® building prototype. Construction was completed in 2Q15.

 

Trilogy/Mainstreet  We extended our relationship with Mainstreet through the acquisition of two post-acute properties, a 94-bed property located in an affluent suburb of Indianapolis for $21 million and a 102-bed property for $19 million. The properties were acquired pursuant to the 17-property pipeline announced in August 2014. The initial lease yield for each property is 7.5% with 2.5% annual escalators. The properties were developed by Mainstreet and are NextGen® building prototypes. Construction of each property was completed in 1Q15. Since closing our initial $5.7 million acquisition/leaseback in 2002, we’ve completed $253 million of follow-on pro rata investments with Trilogy.

 

Notable Investments with New Operating Partners

 

EPOCH Senior Living  We partnered with EPOCH to acquire three private pay seniors housing properties with 230 units.  The purchase price based on a 100% ownership interest was $150 million, which represents a projected year one cap rate in the high 5’s.  All three properties are located in high barrier to entry sub-markets of the Boston MSA. The median housing value in these sub-markets is more than two times the national median.  HCN owns 95% of the RIDEA joint venture.  EPOCH is a leading developer and operator of high quality seniors housing properties in New England.  EPOCH developed the properties, which opened in 2012 and 2013, and will continue to strategically develop and operate Class A seniors housing properties in high barrier to entry markets throughout New England. 

 

Notable Development Conversions

 

Brandywine Senior Living  We partnered with Brandywine to fund the development of three seniors housing properties comprising 244 units that were completed during the second quarter. Two are located in the Philadelphia MSA and one is in the New York MSA. Both are core markets for HCN and Brandywine. The total investment amount was $72 million and the properties are all part of the existing Brandywine master lease. The initial lease yield is 8.0% and rent will escalate by 25 basis points annually. The properties are projected to have blended 1.45x stabilized payment coverage after management fee. Brandywine, a highly-regarded operator of luxury private pay seniors housing properties in the mid-Atlantic, currently leases 27 properties from HCN. Since closing our initial $599 million acquisition/leaseback in 2010, we’ve completed $303 million of follow-on pro rata investments with Brandywine.

 

Sagora Senior Living  We completed a 32-unit expansion to a highly occupied seniors housing property that we lease to Sagora in New Braunfels, TX.  The investment amount was $10 million and the initial lease yield on the expansion is 8.25%.  Since closing our initial $8.5 million acquisition/leaseback in 2010, we’ve completed $307 million of follow-on pro rata investments with Sagora.

 

Signature Senior Lifestyle  We completed funding construction of an 85-unit seniors housing property operated by Signature in Greater London. We provided a £13.9 million mortgage loan to fund the construction, and the mortgage loan features an interest rate of 7.0% with 25 basis point escalators during the term of the loan. The mortgage loan provides us an option to

Page 3 of 9 


2Q15 Earnings Release                                                                                                                                                                     August 4, 2015

 

 

 

acquire the property for a fixed price and add it to the existing Signature master lease. Since closing our initial $37 million acquisition/leaseback in 2012, we’ve completed $223 million of follow-on pro rata investments with Signature.

 

Sunrise Senior Living We expanded our relationship with Sunrise through the completion of a £13.3 million, 70-unit seniors housing development located in Birmingham, the U.K.’s third largest market. Sunrise will operate the property under an incentive-based management contract. Since closing our initial $243 million investment in 2012, we’ve completed $4.4 billion of follow-on pro rata investments with Sunrise.

 

Notable Dispositions

 

We sold our 49% interest in seven life science buildings with 1.2 million square feet for $573.5 million and a yield on sale of approximately 5% as previously reported.  We realized a gain on sale of $190 million and an unlevered IRR of 15.1% during our five year holding period.  Our 49% interest was acquired by our joint venture partner, Forest City Enterprises, Inc. (NYSE:FCEA and FCEB).  The disposition is the culmination of an outstanding investment opportunity and the proceeds will be reinvested in strategic, high quality health care real estate.

 

Investments Announced But Not Yet Closed

 

Revera  As previously announced, we entered into a definitive agreement to acquire Regal Lifestyle Communities Inc. (TSX:RLC) through our existing 75/25 joint venture with Revera for CAD$12.00 per share in cash, or a total enterprise value of approximately CAD$766 million. HCN anticipates funding its CAD$575 million interest through a combination of CAD$306 million of cash and CAD$269 million of pro rata assumed debt. The initial cash yield is anticipated to be 6.1%. Regal is a publicly traded Canadian corporation that owns and operates 23 high quality, private pay seniors housing properties with over 3,600 units. Approximately 83% of the portfolio’s net operating income is derived from Toronto, Montreal, Ottawa and Vancouver. The acquisition adds to our sizable existing footprint in these desirable metro markets. Revera is the second largest seniors housing operator in Canada, and is one of our Top 10 operating partners. The transaction is expected to close by year-end. Since closing our initial $1 billion investment in 2013, and including the Regal transaction, we’ve completed $1 billion of follow-on pro rata investments with Revera.

 

Genesis Healthcare  As previously announced, Genesis has entered into a definitive agreement to acquire a portfolio of 24 long-term/post-acute properties in the U.S. from Revera. HCN expects to fund up to $50 million for the acquisition/leaseback of four properties and a bridge loan for approximately $145 million to help fund the acquisition. The four leased properties were selected based on geographic overlap with HCN’s existing portfolio with Genesis and high quality mix. The initial yield on the leased properties will be 8.0% with 3.0% annual escalators. The bridge loan will be secured by a first mortgage against the other 20 properties.  The term of the loan will be two years and the initial rate will be 7.25% escalating by 50 basis points after 150 days and then by 100 basis points every 90 days thereafter. HCN earned a 1.0% commitment fee for committing to fund the bridge loan and will earn a 1.5% funding fee at closing. The loan will be cross-defaulted with the HCN/Genesis master lease and will be guaranteed by the Genesis parent company. Genesis expects to pay off the loan in tranches with proceeds from new HUD loans or other traditional mortgage financing over the course of 2016.  The transaction is expected to close in the fourth quarter of 2015. Since closing our initial $2.4 billion acquisition/leaseback in 2011, and including this transaction, we’ve completed $916 million of follow-on pro rata investments with Genesis

 

Conference Call Information  We have scheduled a conference call on Tuesday, August 4, 2015 at 10:00 a.m. Eastern Time to discuss our second quarter 2015 results, industry trends, portfolio performance and outlook for 2015. Telephone access will be available by dialing 888-346-2469 or 706-758-4923 (international).  For those unable to listen to the call live, a taped rebroadcast will be available beginning two hours after completion of the call through August 18, 2015. To access the rebroadcast, dial 855-859-2056 or 404-537-3406 (international).  The conference ID number is 77229343. To participate in the webcast, log on to www.hcreit.com 15 minutes before the call to download the necessary software.  Replays will be available for 90 days.

  

Supplemental Reporting Measures  We believe that net income attributable to common stockholders (NICS), as defined by U.S. generally accepted accounting principles (U.S. GAAP), is the most appropriate earnings measurement. However, we consider funds from operations (FFO) and funds available for distribution (FAD) to be useful supplemental measures of our operating performance. Historical cost accounting for real estate assets in accordance with U.S. GAAP implicitly assumes that the value of real estate assets diminishes predictably over time as evidenced by the provision for depreciation. However, since real estate values have historically risen or fallen with market conditions, many industry investors and analysts have considered presentations of operating results for real estate companies that use historical cost accounting to be insufficient. In

Page 4 of 9 


2Q15 Earnings Release                                                                                                                                                                     August 4, 2015

 

 

 

response, the National Association of Real Estate Investment Trusts (NAREIT) created FFO as a supplemental measure of operating performance for REITs that excludes historical cost depreciation from net income. FFO, as defined by NAREIT, means net income attributable to common stockholders, computed in accordance with U.S. GAAP, excluding gains (or losses) from sales of real estate and impairments of depreciable assets, plus real estate depreciation and amortization, and after adjustments for unconsolidated entities and noncontrolling interests.   Normalized FFO represents FFO adjusted for certain items detailed in Exhibit 1.  FAD represents FFO excluding net straight-line rental adjustments, amortization related to above/below market leases and amortization of non-cash interest expenses and less cash used to fund capital expenditures, tenant improvements and lease commissions.  Normalized FAD represents FAD adjusted for certain items detailed in Exhibit 1. We believe that normalized FFO and normalized FAD are useful supplemental measures of operating performance because investors and equity analysts may use these measures to compare the operating performance of the company between periods or as compared to other REITs or other companies on a consistent basis without having to account for differences caused by unanticipated and/or incalculable items.  Our supplemental reporting measures and similarly entitled financial measures are widely used by investors and equity analysts in the valuation, comparison and investment recommendations of companies.  Our management uses these financial measures to facilitate internal and external comparisons to historical operating results and in making operating decisions.  Additionally, they are utilized by the Board of Directors to evaluate management.  The supplemental reporting measures do not represent net income or cash flow provided from operating activities as determined in accordance with U.S. GAAP and should not be considered as alternative measures of profitability or liquidity.  Finally, the supplemental reporting measures, as defined by us, may not be comparable to similarly entitled items reported by other real estate investment trusts or other companies.  Please see the exhibits for reconciliations of supplemental reporting measures and the supplemental information package for the quarter ended June 30, 2015, which is available on the company’s website (www.hcreit.com), for information and reconciliations of additional supplemental reporting measures.

  

About Health Care REIT, Inc.  HCN, an S&P 500 company with headquarters in Toledo, Ohio, is a real estate investment trust that invests across the full spectrum of seniors housing and health care real estate.  We also provide an extensive array of property management and development services.  As of June 30, 2015, our broadly diversified portfolio consisted of 1,411 properties in 46 states, the United Kingdom, and Canada.  More information is available on our website at www.hcreit.com.

  

Forward-Looking Statements and Risk Factors  This document contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. When we use words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical matters, we are making forward-looking statements. In particular, these forward-looking statements include, but are not limited to, those relating to our opportunities to acquire, develop or sell properties; our ability to close anticipated acquisitions, investments or dispositions on currently anticipated terms, or within currently anticipated timeframes; the expected performance of our operators/tenants and properties; our expected occupancy rates; our ability to declare and to make distributions to shareholders; our investment and financing opportunities and plans; our continued qualification as a real estate investment trust (“REIT”); our ability to access capital markets or other sources of funds; and our ability to meet our earnings guidance. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause our actual results to differ materially from our expectations discussed in the forward-looking statements. This may be a result of various factors, including, but not limited to: the status of the economy; the status of capital markets, including availability and cost of capital; issues facing the health care industry, including compliance with, and changes to, regulations and payment policies, responding to government investigations and punitive settlements and operators’/tenants’ difficulty in cost-effectively obtaining and maintaining adequate liability and other insurance; changes in financing terms; competition within the health care and seniors housing industries; negative developments in the operating results or financial condition of operators/tenants, including, but not limited to, their ability to pay rent and repay loans; our ability to transition or sell properties with profitable results; the failure to make new investments or acquisitions as and when anticipated; natural disasters and other acts of God affecting our properties; our ability to re-­lease space at similar rates as vacancies occur; our ability to timely reinvest sale proceeds at similar rates to assets sold; operator/tenant or joint venture partner bankruptcies or insolvencies; the cooperation of joint venture partners; government regulations affecting Medicare and Medicaid reimbursement rates and operational requirements; liability or contract claims by or against operators/tenants; unanticipated difficulties and/or expenditures relating to future investments or acquisitions; environmental laws affecting our properties; changes in rules or practices governing our financial reporting; the movement of U.S. and foreign currency exchange rates; our ability to maintain HCN’s qualification as a REIT; key management personnel recruitment and retention; and other risks described in our reports filed from time to time with the Securities and Exchange Commission. Finally, we undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events or otherwise, or to update the reasons why actual results could differ from those projected in any forward-looking statements.

Page 5 of 9 


2Q15 Earnings Release                                                                                                                                                                     August 4, 2015

 

 

 

HEALTH CARE REIT, INC.

Financial Exhibits

Consolidated Balance Sheets (unaudited)

 

(in thousands)

 

 

 

 

 

 

June 30,

 

 

 

 

 

 

2015

 

2014

 

Assets

 

 

 

 

 

 

 

Real estate investments:

 

 

 

 

 

 

 

 

 

Land and land improvements

 

$

2,244,048

 

$

1,916,820

 

 

 

Buildings and improvements

 

 

24,097,963

 

 

21,151,624

 

 

 

Acquired lease intangibles

 

 

1,214,628

 

 

1,084,703

 

 

 

Real property held for sale, net of accumulated depreciation

 

 

352,113

 

 

77,436

 

 

 

Construction in progress

 

 

159,352

 

 

124,073

 

 

 

 

 

 

28,068,104

 

 

24,354,656

 

 

 

Less accumulated depreciation and intangible amortization

 

 

(3,363,834)

 

 

(2,809,530)

 

 

 

 

Net real property owned

 

 

24,704,270

 

 

21,545,126

 

 

 

Real estate loans receivable(1)

 

 

760,543

 

 

367,186

 

 

 

Net real estate investments

 

 

25,464,813

 

 

21,912,312

 

Other assets:

 

 

 

 

 

 

 

 

 

Investments in unconsolidated entities

 

 

569,621

 

 

680,558

 

 

 

Goodwill

 

 

68,321

 

 

68,321

 

 

 

Deferred loan expenses

 

 

65,727

 

 

65,479

 

 

 

Cash and cash equivalents

 

 

217,942

 

 

207,354

 

 

 

Restricted cash

 

 

72,706

 

 

65,139

 

 

 

Straight-line rent receivable

 

 

336,853

 

 

231,668

 

 

 

Receivables and other assets

 

 

611,499

 

 

343,059

 

 

 

 

 

 

1,942,669

 

 

1,661,578

 

Total assets

 

$

27,407,482

 

$

23,573,890

 

 

 

 

 

 

 

 

 

Liabilities and equity

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

Borrowings under primary unsecured credit facility

 

$

350,000

 

$

-

 

 

 

Senior unsecured notes

 

 

8,060,493

 

 

7,411,243

 

 

 

Secured debt

 

 

3,066,633

 

 

2,850,103

 

 

 

Capital lease obligations

 

 

75,240

 

 

83,850

 

 

 

Accrued expenses and other liabilities

 

 

650,437

 

 

678,400

 

Total liabilities

 

 

12,202,803

 

 

11,023,596

 

Redeemable noncontrolling interests

 

 

159,400

 

 

35,404

 

Equity:

 

 

 

 

 

 

 

 

 

Preferred stock

 

 

1,006,250

 

 

1,006,250

 

 

 

Common stock

 

 

351,651

 

 

308,355

 

 

 

Capital in excess of par value

 

 

16,300,841

 

 

13,524,621

 

 

 

Treasury stock

 

 

(41,693)

 

 

(32,289)

 

 

 

Cumulative net income

 

 

3,378,096

 

 

2,484,425

 

 

 

Cumulative dividends

 

 

(6,230,540)

 

 

(5,096,110)

 

 

 

Accumulated other comprehensive income

 

 

(81,670)

 

 

(18,642)

 

 

 

Other equity

 

 

4,238

 

 

6,159

 

 

 

 

Total Health Care REIT, Inc. stockholders’ equity

 

 

14,687,173

 

 

12,182,769

 

 

 

Noncontrolling interests

 

 

358,106

 

 

332,121

 

Total equity

 

 

15,045,279

 

 

12,514,890

 

Total liabilities and equity

 

$

27,407,482

 

$

23,573,890

 

 

 

 

 

 

 

 

 

 

 

 

(1) Includes non-accrual loan balances of $21,000,000 and $0 at June 30, 2015 and 2014, respectively.

  

Page 6 of 9 


2Q15 Earnings Release                                                                                                                                                                     August 4, 2015

 

 

 

Consolidated Statements of Income (unaudited)

(in thousands, except per share data)

 

 

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

 

 

June 30,

 

June 30,

 

 

 

 

 

2015

 

2014

 

2015

 

2014

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental income

 

$

396,626

 

$

347,847

 

$

776,213

 

$

684,303

 

 

Resident fees and service

 

 

535,553

 

 

467,639

 

 

1,028,063

 

 

923,904

 

 

Interest income

 

 

20,576

 

 

8,933

 

 

37,570

 

 

17,527

 

 

Other income

 

 

4,414

 

 

2,027

 

 

9,500

 

 

2,520

Gross revenues

 

 

957,169

 

 

826,446

 

 

1,851,346

 

 

1,628,254

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

118,861

 

 

121,065

 

 

239,942

 

 

241,898

 

 

Property operating expenses

 

 

398,354

 

 

343,754

 

 

774,815

 

 

685,185

 

 

Depreciation and amortization

 

 

208,802

 

 

214,449

 

 

397,631

 

 

447,766

 

 

General and administrative expenses

 

 

38,474

 

 

51,660

 

 

73,612

 

 

84,524

 

 

Transaction costs

 

 

12,491

 

 

7,040

 

 

61,045

 

 

7,993

 

 

Loss (gain) on derivatives, net

 

 

-

 

 

351

 

 

(58,427)

 

 

351

 

 

Loss (gain) on extinguishment of debt, net

 

 

18,887

 

 

531

 

 

34,288

 

 

383

 

 

Impairment of assets

 

 

-

 

 

-

 

 

2,220

 

 

-

 

 

Other expenses

 

 

10,583

 

 

-

 

 

10,583

 

 

-

 

Total expenses

 

 

806,452

 

 

738,850

 

 

1,535,709

 

 

1,468,100

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations before income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

and income from unconsolidated entities

 

 

150,717

 

 

87,596

 

 

315,637

 

 

160,154

Income tax (expense) benefit

 

 

(7,417)

 

 

(1,569)

 

 

(7,113)

 

 

(3,830)

Income (loss) from unconsolidated entities

 

 

(2,952)

 

 

(11,516)

 

 

(15,600)

 

 

(17,073)

Income (loss) from continuing operations

 

 

140,348

 

 

74,511

 

 

292,924

 

 

139,251

Discontinued operations, net

 

 

-

 

 

6,675

 

 

-

 

 

7,135

Gain (loss) on real estate dispositions, net

 

 

190,111

 

 

6,668

 

 

246,956

 

 

6,668

Net income (loss)

 

 

330,459

 

 

87,854

 

 

539,880

 

 

153,054

Less:

Preferred dividends

 

 

16,352

 

 

16,352

 

 

32,703

 

 

32,705

 

 

 

Net income (loss) attributable to noncontrolling interests

 

 

1,534

 

 

(327)

 

 

3,804

 

 

(1,502)

Net income (loss) attributable to common stockholders

 

$

312,573

 

$

71,829

 

$

503,373

 

$

121,851

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average number of common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

350,399

 

 

296,256

 

 

343,624

 

 

293,046

 

 

Diluted

 

 

351,366

 

 

297,995

 

 

344,623

 

 

294,590

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to common stockholders per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.89

 

$

0.24

 

$

1.46

 

$

0.42

 

 

Diluted

 

$

0.89

 

$

0.24

 

$

1.46

 

$

0.41

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common dividends per share

 

$

0.825

 

$

0.795

 

$

1.65

 

$

1.59







  

Page 7 of 9 


2Q15 Earnings Release                                                                                                                                                                     August 4, 2015

 

 

 

 

Normalizing Items

 

 

 

 

 

 

 

 

 

 

Exhibit 1

 

 

(in thousands, except per share data)

Three Months Ended

 

Six Months Ended

 

 

 

 

 

 

June 30,

 

June 30,

 

 

 

 

 

 

2015

 

2014

 

2015

 

2014

 

 

Transaction costs

$

 12,491 (1)

 

$

7,040

 

$

61,045

 

$

7,993

 

 

Loss (gain) on derivatives, net

 

-

 

 

351

 

 

(58,427)

 

 

351

 

 

Loss (gain) on extinguishment of debt, net

 

 18,887 (2)

 

 

531

 

 

34,288

 

 

383

 

 

CEO transition costs

 

-

 

 

19,688

 

 

-

 

 

19,688

 

 

Nonrecurring income tax benefits

 

-

 

 

-

 

 

-

 

 

-

 

 

Other expenses

 

 10,583 (3)

 

 

-

 

 

11,278

 

 

-

 

 

Additional other income

 

-

 

 

-

 

 

(2,144)

 

 

-

 

 

Normalizing items attributable to noncontrolling interests and unconsolidated entities, net

 

 1,151 (4)

 

 

4,502

 

 

2,485

 

 

4,607

 

 

Total

$

43,112

 

$

32,112

 

$

48,525

 

$

33,022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average diluted common shares outstanding

 

351,366

 

 

297,995

 

 

344,623

 

 

294,590

 

 

Net amount per diluted share

$

0.12

 

$

0.11

 

$

0.14

 

$

0.11

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Notes:

(1) Primarily costs incurred with triple-net transactions.

 

 

 

 

 

(2) Primarily related to early extinguishment of 2016 senior unsecured notes.

 

 

 

 

 

(3) Due to the termination of our investment in a strategic medical office partnership and costs associated with the retirement of an executive officer.

 

 

 

 

 

(4) Primarily related to transaction costs incurred with unconsolidated seniors housing investments.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Funds Available for Distribution Reconciliation

 

 

 

 

 

 

 

 

 

 

Exhibit 2

 

 

(in thousands, except per share data)

Three Months Ended

 

Six Months Ended

 

 

 

 

 

 

June 30,

 

June 30,

 

 

 

 

 

 

2015

 

2014

 

2015

 

2014

 

 

Net income (loss) attributable to common stockholders

$

312,573

 

$

71,829

 

$

503,373

 

$

121,851

 

 

Depreciation and amortization

 

208,802

 

 

214,449

 

 

397,631

 

 

447,766

 

 

Losses/impairments (gains) on properties, net

 

(190,111)

 

 

(13,079)

 

 

(244,736)

 

 

(13,079)

 

 

Noncontrolling interests(1)

 

(9,447)

 

 

(8,361)

 

 

(15,786)

 

 

(17,885)

 

 

Unconsolidated entities(2)

 

16,908

 

 

18,881

 

 

42,744

 

 

33,304

 

 

Gross straight-line rental income

 

(31,190)

 

 

(22,958)

 

 

(59,727)

 

 

(39,550)

 

 

Amortization related to above (below) market leases, net

 

757

 

 

280

 

 

870

 

 

365

 

 

Non-cash interest expense

 

(4,202)

 

 

1,649

 

 

(4,082)

 

 

1,980

 

 

Cap-ex, tenant improvements, lease commissions

 

(15,114)

 

 

(13,796)

 

 

(25,599)

 

 

(26,188)

 

 

Funds available for distribution

 

288,976

 

 

248,894

 

 

594,688

 

 

508,564

 

 

Normalizing items, net(3)

 

43,112

 

 

32,112

 

 

48,525

 

 

33,022

 

 

Funds available for distribution - normalized

$

332,088

 

$

281,006

 

$

643,213

 

$

541,586

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average diluted common shares outstanding

 

351,366

 

 

297,995

 

 

344,623

 

 

294,590

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Per share data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to common stockholders

$

0.89

 

$

0.24

 

$

1.46

 

$

0.41

 

 

 

Funds available for distribution

$

0.82

 

$

0.84

 

$

1.73

 

$

1.73

 

 

 

Funds available for distribution - normalized

$

0.95

 

$

0.94

 

$

1.87

 

$

1.84

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Normalized FAD Payout Ratio:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends per common share

$

0.825

 

$

0.795

 

$

1.65

 

$

1.59

 

 

 

FAD per diluted share - normalized

$

0.95

 

$

0.94

 

$

1.87

 

$

1.84

 

 

 

 

Normalized FAD payout ratio

 

87%

 

 

85%

 

 

88%

 

 

86%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Notes:

(1) Represents noncontrolling interests' share of net FAD adjustments.

 

 

 

 

 

 

 

 

 

 

 

(2) Represents HCN's share of net FAD adjustments from unconsolidated entities.

 

 

 

 

 

 

 

 

 

 

 

(3) See Exhibit 1.

 

 

 

Page 8 of 9 


2Q15 Earnings Release                                                                                                                                                                     August 4, 2015

 

 

 

 

Funds From Operations Reconciliation

 

 

 

 

 

 

 

 

 

 

Exhibit 3

 

 

(in thousands, except per share data)

Three Months Ended

 

Six Months Ended

 

 

 

 

 

 

June 30,

 

June 30,

 

 

 

 

 

 

2015

 

2014

 

2015

 

2014

 

 

Net income (loss) attributable to common stockholders

$

312,573

 

$

71,829

 

$

503,373

 

$

121,851

 

 

Depreciation and amortization

 

208,802

 

 

214,449

 

 

397,631

 

 

447,766

 

 

Losses/impairments (gains) on properties, net

 

(190,111)

 

 

(13,079)

 

 

(244,736)

 

 

(13,079)

 

 

Noncontrolling interests(1)

 

(10,467)

 

 

(9,741)

 

 

(17,716)

 

 

(20,259)

 

 

Unconsolidated entities(2)

 

19,791

 

 

20,787

 

 

46,287

 

 

36,770

 

 

Funds from operations - NAREIT

 

340,588

 

 

284,245

 

 

684,839

 

 

573,049

 

 

Normalizing items, net(3)

 

43,112

 

 

32,112

 

 

48,525

 

 

33,022

 

 

Funds from operations - normalized

$

383,700

 

$

316,357

 

$

733,364

 

$

606,071

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average diluted common shares outstanding

 

351,366

 

 

297,995

 

 

344,623

 

 

294,590

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Per share data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to common stockholders

$

0.89

 

$

0.24

 

$

1.46

 

$

0.41

 

 

 

Funds from operations - NAREIT

$

0.97

 

$

0.95

 

$

1.99

 

$

1.95

 

 

 

Funds from operations - normalized

$

1.09

 

$

1.06

 

$

2.13

 

$

2.06

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Normalized FFO Payout Ratio:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends per common share

$

0.825

 

$

0.795

 

$

1.65

 

$

1.59

 

 

 

FFO per diluted share - normalized

$

1.09

 

$

1.06

 

$

2.13

 

$

2.06

 

 

 

 

Normalized FFO payout ratio

 

76%

 

 

75%

 

 

77%

 

 

77%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Notes:

(1) Represents noncontrolling interests' share of net FFO adjustments.

 

 

 

 

 

 

(2) Represents HCN's share of net FFO adjustments from unconsolidated entities.

 

 

 

 

 

 

(3) See Exhibit 1.

 

 

 

 

 

 

 

 

 

 

 

 

  

 

Outlook Reconciliations: Year Ended December 31, 2015

 

 

 

 

 

 

 

Exhibit 4

 

 

(dollars per fully diluted share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Prior Outlook

 

Current Outlook

 

 

 

 

 

 

Low

 

High

 

Low

 

High

 

 

FFO Reconciliation:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to common stockholders

$

2.62

 

$

2.72

 

$

2.47

 

$

2.57

 

 

Losses/impairments (gains) on sales, net(1,2)

 

(0.78)

 

 

(0.78)

 

 

(0.79)

 

 

(0.79)

 

 

Depreciation and amortization(1)

 

2.39

 

 

2.39

 

 

2.43

 

 

2.43

 

 

Funds from operations - NAREIT

$

4.23

 

$

4.33

 

$

4.11

 

$

4.21

 

 

Normalizing items, net(3)

 

0.02

 

 

0.02

 

 

0.14

 

 

0.14

 

 

Funds from operations - normalized

$

4.25

 

$

4.35

 

$

4.25

 

$

4.35

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FAD Reconciliation:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to common stockholders

$

2.62

 

$

2.72

 

$

2.47

 

$

2.57

 

 

Losses/impairments (gains) on sales, net(1,2)

 

(0.78)

 

 

(0.78)

 

 

(0.79)

 

 

(0.79)

 

 

Depreciation and amortization(1)

 

2.39

 

 

2.39

 

 

2.43

 

 

2.43

 

 

FAD-only adjustments(1,4)

 

(0.42)

 

 

(0.42)

 

 

(0.42)

 

 

(0.42)

 

 

Funds available for distribution

$

3.81

 

$

3.91

 

$

3.69

 

$

3.79

 

 

Normalizing items, net(3)

 

0.02

 

 

0.02

 

 

0.14

 

 

0.14

 

 

Funds available for distribution - normalized

$

3.83

 

$

3.93

 

$

3.83

 

$

3.93

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Notes:

(1) Amounts presented net of noncontrolling interests' share and HCN's share of unconsolidated entities.

 

 

 

 

 

(2) Includes estimated gains on expected dispositions.

 

 

 

 

 

(3) See Exhibit 1.

 

 

 

 

 

(4) Includes straight-line rent, above/below amortization, non-cash interest and cap-ex, tenant improvements and lease commissions.

 

 

Page 9 of 9