WELLTOWER INC.
10-Ks and 10-Qs
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Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
| þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
March 31, 2011
or
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from
to
Commission File number 1-8923
HEALTH CARE REIT, INC.
(Exact name of registrant as specified in its charter
)
| Delaware | 34-1096634 | |
|
(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
|
| 4500 Dorr Street, Toledo, Ohio | 43615 | |
| (Address of principal executive office) | (Zip Code) |
(419) 247-2800
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to the filing requirements for at least the past 90 days. Yes
þ
No
o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files).
Yes
þ
No
o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o | |||
|
(Do not check if a smaller reporting company)
|
||||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). Yes
o
No
þ
As of April 30, 2011, the registrant had 176,757,398 shares of common stock outstanding.
TABLE OF CONTENTS
2
Table of Contents
Item 1.
Financial Statements
HEALTH CARE REIT, INC. AND SUBSIDIARIES
| March 31, | December 31, | |||||||
| 2011 | 2010 | |||||||
| (Unaudited) | (Note) | |||||||
| (In thousands) | ||||||||
|
Assets
|
||||||||
|
Real estate investments:
|
||||||||
|
Real property owned:
|
||||||||
|
Land and land improvements
|
$ | 819,622 | $ | 727,050 | ||||
|
Buildings and improvements
|
8,707,973 | 7,627,132 | ||||||
|
Acquired lease intangibles
|
347,620 | 258,079 | ||||||
|
Real property held for sale, net of accumulated depreciation
|
71,126 | 23,441 | ||||||
|
Construction in progress
|
353,812 | 356,793 | ||||||
|
|
||||||||
|
Gross real property owned
|
10,300,153 | 8,992,495 | ||||||
|
Less accumulated depreciation and amortization
|
(867,050 | ) | (836,966 | ) | ||||
|
|
||||||||
|
Net real property owned
|
9,433,103 | 8,155,529 | ||||||
|
Real estate loans receivable:
|
||||||||
|
Real estate loans receivable
|
447,351 | 436,580 | ||||||
|
Less allowance for losses on loans receivable
|
(1,524 | ) | (1,276 | ) | ||||
|
|
||||||||
|
Net real estate loans receivable
|
445,827 | 435,304 | ||||||
|
|
||||||||
|
Net real estate investments
|
9,878,930 | 8,590,833 | ||||||
|
Other assets:
|
||||||||
|
Equity investments
|
250,111 | 237,107 | ||||||
|
Goodwill
|
51,207 | 51,207 | ||||||
|
Deferred loan expenses
|
48,620 | 32,960 | ||||||
|
Cash and cash equivalents
|
2,667,995 | 131,570 | ||||||
|
Restricted cash
|
38,722 | 79,069 | ||||||
|
Receivables and other assets
|
322,459 | 328,988 | ||||||
|
|
||||||||
|
Total other assets
|
3,379,114 | 860,901 | ||||||
|
|
||||||||
|
Total assets
|
$ | 13,258,044 | $ | 9,451,734 | ||||
|
|
||||||||
|
|
||||||||
|
Liabilities and equity
|
||||||||
|
Liabilities:
|
||||||||
|
Borrowings under unsecured line of credit arrangement
|
$ | — | $ | 300,000 | ||||
|
Senior unsecured notes
|
4,427,850 | 3,034,949 | ||||||
|
Secured debt
|
1,711,973 | 1,125,906 | ||||||
|
Captial lease obligations
|
8,813 | 8,881 | ||||||
|
Accrued expenses and other liabilities
|
334,259 | 244,345 | ||||||
|
|
||||||||
|
Total liabilities
|
6,482,895 | 4,714,081 | ||||||
|
Redeemable noncontrolling interests
|
4,546 | 4,553 | ||||||
|
Equity:
|
||||||||
|
Preferred stock
|
1,010,417 | 291,667 | ||||||
|
Common stock
|
176,563 | 147,155 | ||||||
|
Capital in excess of par value
|
6,280,906 | 4,932,468 | ||||||
|
Treasury stock
|
(13,480 | ) | (11,352 | ) | ||||
|
Cumulative net income
|
1,708,248 | 1,676,196 | ||||||
|
Cumulative dividends
|
(2,538,601 | ) | (2,427,881 | ) | ||||
|
Accumulated other comprehensive income (loss)
|
(10,295 | ) | (11,099 | ) | ||||
|
Other equity
|
6,383 | 5,697 | ||||||
|
|
||||||||
|
Total Health Care REIT, Inc. stockholders’ equity
|
6,620,141 | 4,602,851 | ||||||
|
Noncontrolling interests
|
150,462 | 130,249 | ||||||
|
|
||||||||
|
Total equity
|
6,770,603 | 4,733,100 | ||||||
|
|
||||||||
|
|
||||||||
|
Total liabilities and equity
|
$ | 13,258,044 | $ | 9,451,734 | ||||
|
|
||||||||
NOTE: The consolidated balance sheet at December 31, 2010 has been derived from the audited
financial statements at that date but does not include all of the information and footnotes
required by U.S. generally accepted accounting principles for complete financial statements.
See notes to unaudited consolidated financial statements
3
Table of Contents
HEALTH CARE REIT, INC. AND SUBSIDIARIES
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2011 | 2010 | |||||||
| (In thousands, except per share data) | ||||||||
|
Revenues:
|
||||||||
|
Rental income
|
$ | 169,658 | $ | 135,333 | ||||
|
Resident fees and services
|
71,286 | — | ||||||
|
Interest income
|
11,709 | 9,048 | ||||||
|
Other income
|
2,824 | 996 | ||||||
|
|
||||||||
|
Total revenues
|
255,477 | 145,377 | ||||||
|
Expenses:
|
||||||||
|
Interest expense
|
58,897 | 28,425 | ||||||
|
Property operating expenses
|
64,485 | 12,513 | ||||||
|
Depreciation and amortization
|
73,476 | 40,652 | ||||||
|
Transaction costs
|
36,065 | 7,714 | ||||||
|
General and administrative
|
17,714 | 16,821 | ||||||
|
Loss (gain) on extinguishment of debt
|
— | 18,038 | ||||||
|
Provision for loan losses
|
248 | — | ||||||
|
|
||||||||
|
Total expenses
|
250,885 | 124,163 | ||||||
|
|
||||||||
|
Income from continuing operations before income taxes
and income from unconsolidated joint ventures
|
4,592 | 21,214 | ||||||
|
Income tax (expense) benefit
|
(129 | ) | (84 | ) | ||||
|
Income from unconsolidated joint ventures
|
1,543 | 768 | ||||||
|
|
||||||||
|
Income from continuing operations
|
6,006 | 21,898 | ||||||
|
Discontinued operations:
|
||||||||
|
Gain (loss) on sales of properties
|
26,156 | 6,718 | ||||||
|
Impairment of assets
|
(202 | ) | — | |||||
|
Income (loss) from discontinued operations, net
|
(150 | ) | 3,078 | |||||
|
|
||||||||
|
Discontinued operations, net
|
25,804 | 9,796 | ||||||
|
|
||||||||
|
Net income
|
31,810 | 31,694 | ||||||
|
Less: Preferred stock dividends
|
8,680 | 5,509 | ||||||
|
Less: Net income (loss) attributable to
noncontrolling interests
(1)
|
(242 | ) | 373 | |||||
|
|
||||||||
|
Net income attributable to common stockholders
|
$ | 23,372 | $ | 25,812 | ||||
|
|
||||||||
|
Average number of common shares outstanding:
|
||||||||
|
Basic
|
154,945 | 123,270 | ||||||
|
Diluted
|
155,485 | 123,790 | ||||||
|
|
||||||||
|
Earnings per share:
|
||||||||
|
Basic:
|
||||||||
|
Income from continuing operations
attributable to common stockholders
|
$ | (0.02 | ) | $ | 0.13 | |||
|
Discontinued operations, net
|
0.17 | 0.08 | ||||||
|
|
||||||||
|
Net income attributable to common stockholders*
|
$ | 0.15 | $ | 0.21 | ||||
|
|
||||||||
|
Diluted:
|
||||||||
|
Income from continuing operations
attributable to common stockholders
|
$ | (0.02 | ) | $ | 0.13 | |||
|
Discontinued operations, net
|
0.17 | 0.08 | ||||||
|
|
||||||||
|
Net income attributable to common stockholders*
|
$ | 0.15 | $ | 0.21 | ||||
|
|
||||||||
|
Dividends declared and paid per common share
|
$ | 0.69 | $ | 0.68 | ||||
| * | Amounts may not sum due to rounding | |
| (1) | Includes amounts attributable to redeemable noncontrolling interests. |
See notes to unaudited consolidated financial statements
4
Table of Contents
CONSOLIDATED STATEMENTS OF EQUITY
(UNAUDITED)
HEALTH CARE REIT, INC. AND SUBSIDIARIES
HEALTH CARE REIT, INC. AND SUBSIDIARIES
| Three Months Ended March 31, 2011 | ||||||||||||||||||||||||||||||||||||||||
| Accumulated | ||||||||||||||||||||||||||||||||||||||||
| Capital in | Other | |||||||||||||||||||||||||||||||||||||||
| Preferred | Common | Excess of | Treasury | Cumulative | Cumulative | Comprehensive | Other | Noncontrolling | ||||||||||||||||||||||||||||||||
| (in thousands) | Stock | Stock | Par Value | Stock | Net Income | Dividends | Income (Loss) | Equity | Interests | Total | ||||||||||||||||||||||||||||||
|
Balances at beginning of period
|
$ | 291,667 | $ | 147,155 | $ | 4,932,468 | $ | (11,352 | ) | $ | 1,676,196 | $ | (2,427,881 | ) | $ | (11,099 | ) | $ | 5,697 | $ | 130,249 | $ | 4,733,100 | |||||||||||||||||
|
Comprehensive income:
|
||||||||||||||||||||||||||||||||||||||||
|
Net income (loss)
|
32,052 | (250 | ) | 31,802 | ||||||||||||||||||||||||||||||||||||
|
Other comprehensive income:
|
||||||||||||||||||||||||||||||||||||||||
|
Unrealized gain (loss)
on equity investments
|
322 | 322 | ||||||||||||||||||||||||||||||||||||||
|
Cash flow hedge activity
|
482 | 482 | ||||||||||||||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||||||
|
Total comprehensive income
|
32,606 | |||||||||||||||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||||||
|
Contributions by noncontrolling interests
|
6,017 | 27,486 | 33,503 | |||||||||||||||||||||||||||||||||||||
|
Distributions to noncontrolling interests
|
(7,023 | ) | (7,023 | ) | ||||||||||||||||||||||||||||||||||||
|
Amounts related to issuance of common stock
from dividend reinvestment and stock
incentive plans, net of forfeitures
|
658 | 34,486 | (2,128 | ) | (353 | ) | 32,663 | |||||||||||||||||||||||||||||||||
|
Proceeds from issuance of common stock
|
28,750 | 1,329,944 | 1,358,694 | |||||||||||||||||||||||||||||||||||||
|
Proceeds from issuance of preferred stock
|
718,750 | (22,009 | ) | 696,741 | ||||||||||||||||||||||||||||||||||||
|
Option compensation expense
|
1,039 | 1,039 | ||||||||||||||||||||||||||||||||||||||
|
Cash dividends paid:
|
||||||||||||||||||||||||||||||||||||||||
|
Common stock cash dividends
|
(102,040 | ) | (102,040 | ) | ||||||||||||||||||||||||||||||||||||
|
Preferred stock cash dividends
|
(8,680 | ) | (8,680 | ) | ||||||||||||||||||||||||||||||||||||
|
Balances at end of period
|
$ | 1,010,417 | $ | 176,563 | $ | 6,280,906 | $ | (13,480 | ) | $ | 1,708,248 | $ | (2,538,601 | ) | $ | (10,295 | ) | $ | 6,383 | $ | 150,462 | $ | 6,770,603 | |||||||||||||||||
| Three Months Ended March 31, 2010 | ||||||||||||||||||||||||||||||||||||||||
| Accumulated | ||||||||||||||||||||||||||||||||||||||||
| Capital in | Other | |||||||||||||||||||||||||||||||||||||||
| Preferred | Common | Excess of | Treasury | Cumulative | Cumulative | Comprehensive | Other | Noncontrolling | ||||||||||||||||||||||||||||||||
| Stock | Stock | Par Value | Stock | Net Income | Dividends | Income (Loss) | Equity | Interests | Total | |||||||||||||||||||||||||||||||
|
Balances at beginning of period
|
$ | 288,683 | $ | 123,385 | $ | 3,900,666 | $ | (7,619 | ) | $ | 1,547,669 | $ | (2,057,658 | ) | $ | (2,891 | ) | $ | 4,804 | $ | 10,412 | $ | 3,807,451 | |||||||||||||||||
|
Comprehensive income:
|
||||||||||||||||||||||||||||||||||||||||
|
Net income (loss)
|
31,321 | 373 | 31,694 | |||||||||||||||||||||||||||||||||||||
|
Other comprehensive income:
|
||||||||||||||||||||||||||||||||||||||||
|
Unrealized gain (loss)
on equity investments
|
90 | 90 | ||||||||||||||||||||||||||||||||||||||
|
Cash flow hedge activity
|
(1,291 | ) | (1,291 | ) | ||||||||||||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||||||
|
Total comprehensive income
|
30,493 | |||||||||||||||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||||||
|
Contributions by noncontrolling interests
|
1,359 | 1,359 | ||||||||||||||||||||||||||||||||||||||
|
Distributions to noncontrolling interests
|
(2,462 | ) | (2,462 | ) | ||||||||||||||||||||||||||||||||||||
|
Amounts related to issuance of common stock
from dividend reinvestment and stock
incentive plans, net of forfeitures
|
577 | 24,044 | (3,684 | ) | (238 | ) | 20,699 | |||||||||||||||||||||||||||||||||
|
Conversion of preferred stock
|
(709 | ) | 17 | 692 | — | |||||||||||||||||||||||||||||||||||
|
Equity component of convertible debt
|
(8,565 | ) | (8,565 | ) | ||||||||||||||||||||||||||||||||||||
|
Option compensation expense
|
973 | 973 | ||||||||||||||||||||||||||||||||||||||
|
Cash dividends paid:
|
||||||||||||||||||||||||||||||||||||||||
|
Common stock cash dividends
|
(84,523 | ) | (84,523 | ) | ||||||||||||||||||||||||||||||||||||
|
Preferred stock cash dividends
|
(5,509 | ) | (5,509 | ) | ||||||||||||||||||||||||||||||||||||
|
Balances at end of period
|
$ | 287,974 | $ | 123,979 | $ | 3,916,837 | $ | (11,303 | ) | $ | 1,578,990 | $ | (2,147,690 | ) | $ | (4,092 | ) | $ | 5,539 | $ | 9,682 | $ | 3,759,916 | |||||||||||||||||
See notes to unaudited consolidated financial statements
5
Table of Contents
HEALTH CARE REIT, INC. AND SUBSIDIARIES
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2011 | 2010 | |||||||
| (In thousands) | ||||||||
|
Operating activities
|
||||||||
|
Net income
|
$ | 31,810 | $ | 31,694 | ||||
|
Adjustments to reconcile net income to
net cash provided from (used in) operating activities:
|
||||||||
|
Depreciation and amortization
|
74,768 | 43,581 | ||||||
|
Other amortization expenses
|
4,338 | 3,414 | ||||||
|
Provision for loan losses
|
248 | — | ||||||
|
Impairment of assets
|
202 | — | ||||||
|
Stock-based compensation expense
|
5,593 | 7,550 | ||||||
|
Loss (gain) on extinguishment of debt
|
— | 18,038 | ||||||
|
Income from unconsolidated joint ventures
|
(1,543 | ) | (768 | ) | ||||
|
Rental income in excess of cash received
|
(1,418 | ) | (2,715 | ) | ||||
|
Amortization related to above (below) market leases, net
|
(658 | ) | (487 | ) | ||||
|
Loss (gain) on sales of properties
|
(26,156 | ) | (6,718 | ) | ||||
|
Increase (decrease) in accrued expenses and other liabilities
|
57,901 | 5,824 | ||||||
|
Decrease (increase) in receivables and other assets
|
(29,973 | ) | (6,925 | ) | ||||
|
|
||||||||
|
Net cash provided from (used in) operating activities
|
115,112 | 92,488 | ||||||
|
|
||||||||
|
Investing activities
|
||||||||
|
Investment in real property, net of cash acquired
|
(684,677 | ) | (161,811 | ) | ||||
|
Capitalized interest
|
(4,665 | ) | (7,076 | ) | ||||
|
Investment in real estate loans receivable
|
(23,112 | ) | (11,151 | ) | ||||
|
Other investments, net of payments
|
(2,815 | ) | (114 | ) | ||||
|
Principal collected on real estate loans receivable
|
12,341 | 4,666 | ||||||
|
Contributions to unconsolidated joint ventures
|
(602 | ) | (159,981 | ) | ||||
|
Distributions from unconsolidated joint ventures
|
980 | — | ||||||
|
Decrease in restricted cash
|
45,797 | 5,545 | ||||||
|
Proceeds from sales of real property
|
44,048 | 38,059 | ||||||
|
|
||||||||
|
Net cash provided from (used in) investing activities
|
(612,705 | ) | (291,863 | ) | ||||
|
|
||||||||
|
Financing activities
|
||||||||
|
Net increase (decrease) under unsecured lines of credit arrangements
|
(300,000 | ) | 285,000 | |||||
|
Proceeds from issuance of senior unsecured notes
|
1,381,086 | 335,212 | ||||||
|
Payments to extinguish senior unsecured notes
|
— | (342,394 | ) | |||||
|
Payments on secured debt
|
(5,906 | ) | (3,378 | ) | ||||
|
Net proceeds from the issuance of common stock
|
1,388,118 | 17,791 | ||||||
|
Net proceeds from the issuance of preferred stock
|
696,741 | — | ||||||
|
Decrease (increase) in deferred loan expenses
|
(8,339 | ) | (639 | ) | ||||
|
Contributions by noncontrolling interests
(1)
|
95 | 1,359 | ||||||
|
Distributions to noncontrolling interests
(1)
|
(7,057 | ) | (2,462 | ) | ||||
|
Cash distributions to stockholders
|
(110,720 | ) | (90,032 | ) | ||||
|
|
||||||||
|
Net cash provided from (used in) financing activities
|
3,034,018 | 200,457 | ||||||
|
|
||||||||
|
Increase (decrease) in cash and cash equivalents
|
2,536,425 | 1,082 | ||||||
|
Cash and cash equivalents at beginning of period
|
131,570 | 35,476 | ||||||
|
|
||||||||
|
Cash and cash equivalents at end of period
|
$ | 2,667,995 | $ | 36,558 | ||||
|
|
||||||||
|
|
||||||||
|
Supplemental cash flow information:
|
||||||||
|
Interest paid
|
$ | 35,081 | $ | 25,215 | ||||
|
Income taxes paid
|
31 | 94 | ||||||
| (1) | Includes amounts attributable to redeemable noncontrolling interests. |
See notes to unaudited consolidated financial statements
6
Table of Contents
HEALTH CARE REIT, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. Business
Health Care REIT, Inc., an S&P 500 company with headquarters in Toledo, Ohio, is an equity
real estate investment trust (“REIT”) that invests in senior housing and health care real estate.
Our full service platform also offers property management and development services to our
customers. As of March 31, 2011, our broadly diversified portfolio consisted of 727 properties in
44 states. Founded in 1970, we were the first real estate investment trust to invest exclusively in
health care facilities. More information is available on our website at www.hcreit.com.
2. Accounting Policies and Related Matters
Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared in accordance
with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information
and with instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for
complete financial statements. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been included. Operating
results for the three months ended March 31, 2011 are not necessarily an indication of the results
that may be expected for the year ending December 31, 2011. For further information, refer to the
financial statements and footnotes thereto included in our Annual Report on Form 10-K for the year
ended December 31, 2010.
New Accounting Standards
In April 2011, FASB issued ASU No. 2011-02, A Creditor’s Determination of Whether a
Restructuring Is a Troubled Debt Restructuring (“TDR”). It intended to provide additional guidance
to assist creditors in determining whether a restructuring of a receivable meets the criteria to be
considered a troubled debt restructuring. The amendments in this ASU are effective for the first
interim or annual period beginning on or after June 15, 2011, and are to be applied retrospectively
to the beginning of the annual period of adoption. As a result of applying these amendments, an
entity may identify receivables that are newly considered impaired. Early adoption is permitted. We
are continuing to evaluate the impact of adoption of this ASU.
3. Real Property Acquisitions and Development
Silverado Partnership
During the three months ended March 31, 2011, we completed the formation of our partnership
with Silverado Senior Living, Inc. to own and operate a portfolio of 18 combination senior housing
and care communities located in California, Texas, Arizona and Utah. We own a 95.4% partnership
interest and Silverado owns the remaining 4.6% interest and continues to manage the communities.
The partnership owns and operates six communities previously owned by us and 12 additional
communities previously owned by Silverado. The transaction took advantage of the structure
authorized by the REIT Investment Diversification and Empowerment Act of 2007 (“RIDEA”). The
results of operations for this partnership have been included in our consolidated results of
operations beginning as of January 1, 2011 and are a component of our senior housing operating
segment. Consolidation is based on a combination of ownership interest and operational
decision-making control authority.
In conjunction with the formation of the partnership, we contributed $163,368,000 of cash and
the six properties previously owned by us. Silverado contributed the remaining 12 properties to
the partnership and the secured debt relating to these properties in exchange for their 4.6%
interest in the partnership. The six properties are recorded at their historical carrying values
and the noncontrolling interest was established based on such values. The difference between the
fair value of the consideration received relating to these properties and the historical allocation
of the 4.6% noncontrolling interest was recorded in capital in excess of par value. The total
purchase price for the 12 communities acquired has been allocated to the tangible and identifiable
intangible assets and liabilities based upon their respective fair values in accordance with the
company’s accounting policies. Such allocations have not been finalized as we await final asset
valuations and, as such, the allocation of the purchase consideration included in the accompanying
Consolidated Balance Sheet at March 31, 2011 is preliminary and subject to adjustment. The 4.6%
noncontrolling interest relating to the acquired 12 properties is also reflected at estimated fair
value. The weighted average useful life of the acquired intangibles was 6.2 years as of March 31,
2011. The following table presents the preliminary allocation of the purchase price to assets
acquired and liabilities assumed, based on their estimated fair values (in thousands):
7
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HEALTH CARE REIT, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
|
Land and land improvements
|
$ | 11,170 | ||
|
Buildings and improvements
|
173,841 | |||
|
Acquired lease intangibles
|
19,305 | |||
|
Investment in unconsolidated subsidiary
|
14,960 | |||
|
Cash and cash equivalents
|
4,084 | |||
|
|
||||
|
Total assets acquired
|
223,360 | |||
|
Secured debt
|
60,667 | |||
|
|
||||
|
Total liabilities assumed
|
60,667 | |||
|
Capital in excess of par
|
6,017 | |||
|
Noncontrolling interests
|
7,836 | |||
|
|
||||
|
Net assets acquired
|
$ | 148,840 | ||
|
|
||||
Benchmark Partnership
During the three months ended March 31, 2011, we completed the formation of our partnership
with Benchmark Senior Living to own and operate a portfolio of 34 senior housing communities
located in New England. We own a 95% partnership interest and Benchmark owns the remaining 5%
interest and continues to manage the communities. The 34 communities included in the partnership
were previously owned by The GPT Group and Benchmark. The transaction took advantage of the
structure authorized by RIDEA. The results of operations for this partnership have been included
in our consolidated results of operations beginning as of March 28, 2011 and are a component of our
senior housing operating segment. Consolidation is based on a combination of ownership interest
and operational decision-making control authority.
In conjunction with the formation of the partnership, we contributed $380,278,000 of cash and
the partnership assumed the secured debt relating to these properties. Benchmark contributed the
34 properties to the partnership and the secured debt relating to these properties in exchange for
their 5% interest in the partnership. The total purchase price for the communities acquired has
been allocated to the tangible and identifiable intangible assets and liabilities based upon their
respective fair values in accordance with the company’s accounting policies. Such allocations have
not been finalized as we await final asset valuations and, as such, the allocation of the purchase
consideration included in the accompanying Consolidated Balance Sheet at March 31, 2011 is
preliminary and subject to adjustment. The 5% noncontrolling interest relating to the acquired
properties is also reflected at estimated fair value. The weighted average useful life of the
acquired intangibles was approximately 1.5 years as of March 31, 2011. The following table
presents the preliminary allocation of the purchase price to assets acquired and liabilities
assumed, based on their estimated fair values (in thousands):
|
Land and land improvements
|
$ | 60,440 | ||
|
Buildings and improvements
|
792,394 | |||
|
Acquired lease intangibles
|
68,980 | |||
|
Cash and cash equivalents
|
28,258 | |||
|
Restricted cash
|
5,451 | |||
|
|
||||
|
Total assets acquired
|
955,523 | |||
|
Secured debt
|
524,989 | |||
|
Accrued expenses and other liabilities
|
17,412 | |||
|
Entrance fee liability
|
13,269 | |||
|
|
||||
|
Total liabilities assumed
|
555,670 | |||
|
Noncontrolling interests
|
19,575 | |||
|
|
||||
|
Net assets acquired
|
$ | 380,278 | ||
|
|
||||
Real Property Investment Activity
The following is a summary of our real property investment activity for the periods presented
(in thousands):
8
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HEALTH CARE REIT, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
| Three Months Ended | ||||||||||||||||
| March 31, 2011 | March 31, 2010 | |||||||||||||||
| Properties | Amount | Properties | Amount | |||||||||||||
|
Real property acquisitions:
|
||||||||||||||||
|
Senior housing operating
|
46 | $ | 1,126,130 | — | $ | — | ||||||||||
|
Senior housing triple-net
|
7 | 113,364 | — | — | ||||||||||||
|
Medical facilities
|
— | — | 17 | 223,152 | ||||||||||||
|
Land parcels
|
1 | 9,396 | — | — | ||||||||||||
|
|
||||||||||||||||
|
Total acquisitions
|
54 | 1,248,890 | 17 | 223,152 | ||||||||||||
|
Less: Assumed debt
|
(592,711 | ) | (108,244 | ) | ||||||||||||
|
Assumed other items, net
|
(71,788 | ) | (31,048 | ) | ||||||||||||
|
|
||||||||||||||||
|
Cash disbursed for acquisitions
|
584,391 | 83,860 | ||||||||||||||
|
Construction in progress additions:
|
||||||||||||||||
|
Senior housing triple-net
|
31,893 | 27,445 | ||||||||||||||
|
Medical facilities
|
82,590 | 54,597 | ||||||||||||||
|
|
||||||||||||||||
|
Total construction in progress additions
|
114,483 | 82,042 | ||||||||||||||
|
Less: Capitalized interest
|
(4,665 | ) | (7,076 | ) | ||||||||||||
|
Accruals
(1)
|
(19,130 | ) | (4,475 | ) | ||||||||||||
|
|
||||||||||||||||
|
Cash disbursed for construction in progress
|
90,688 | 70,491 | ||||||||||||||
|
Capital improvements to existing properties
|
9,598 | 7,460 | ||||||||||||||
|
|
||||||||||||||||
|
Total cash invested in real property
|
$ | 684,677 | $ | 161,811 | ||||||||||||
|
|
||||||||||||||||
| (1) | Represents non-cash accruals for amounts to be paid in future periods relating to properties that converted in the period noted above. |
The following is a summary of the construction projects that were placed into
service and began generating revenues during the periods presented:
| Three Months Ended | ||||||||
| March 31, 2011 | March 31, 2010 | |||||||
|
Development projects:
|
||||||||
|
Senior housing triple-net
|
$ | — | $ | 149,075 | ||||
|
Medical facilities
|
105,940 | 13,652 | ||||||
|
|
||||||||
|
Total development projects
|
105,940 | 162,727 | ||||||
|
Expansion projects
|
11,524 | 1,298 | ||||||
|
|
||||||||
|
Total construction in progress conversions
|
$ | 117,464 | $ | 164,025 | ||||
|
|
||||||||
Transaction costs for the three months ended March 31, 2011 primarily represent costs
incurred with the Genesis (see Note 18), Silverado and Benchmark transactions (including due
diligence costs, fees for legal and valuation services, and termination of a pre-existing
relationship computed based on the fair value of the assets acquired), lease termination fees and
costs incurred in connection with the new property acquisitions.
9
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HEALTH CARE REIT, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
4. Real Estate Intangibles
The following is a summary of our real estate intangibles, excluding those classified as held
for sale, as of the dates indicated (dollars in thousands):
| March 31, 2011 | December 31, 2010 | |||||||
|
Assets:
|
||||||||
|
In place lease intangibles
|
$ | 270,121 | $ | 182,030 | ||||
|
Above market tenant leases
|
24,084 | 24,089 | ||||||
|
Below market ground leases
|
46,992 | 46,992 | ||||||
|
Lease commissions
|
6,423 | 4,968 | ||||||
|
|
||||||||
|
Gross historical cost
|
347,620 | 258,079 | ||||||
|
Accumulated amortization
|
(64,455 | ) | (49,145 | ) | ||||
|
|
||||||||
|
Net book value
|
$ | 283,165 | $ | 208,934 | ||||
|
|
||||||||
|
Weighted-average amortization period in years
|
15.5 | 18.2 | ||||||
|
|
||||||||
|
Liabilities:
|
||||||||
|
Below market tenant leases
|
$ | 57,127 | $ | 57,261 | ||||
|
Above market ground leases
|
5,020 | 5,020 | ||||||
|
|
||||||||
|
Gross historical cost
|
62,147 | 62,281 | ||||||
|
Accumulated amortization
|
(17,366 | ) | (15,992 | ) | ||||
|
|
||||||||
|
Net book value
|
$ | 44,781 | $ | 46,289 | ||||
|
|
||||||||
|
Weighted-average amortization period in years
|
12.6 | 14.0 | ||||||
5. Dispositions, Assets Held for Sale and Discontinued Operations
During the three months ended March 31, 2011, we sold 14 senior housing triple-net properties
for net gains of $26,156,000. At March 31, 2011, we had one medical facility and 18 senior housing
triple-net facilities that satisfied the requirements for held for sale treatment and such
properties were properly recorded at the lesser of their estimated fair values less costs to sell
or carrying values. During the three months ended March 31, 2011, we recorded an impairment charge
of $202,000 related to two senior housing triple-net facilities to adjust the carrying values to
estimated fair values less costs to sell based on current sales price expectations. The following
is a summary of our real property disposition activity for the periods presented (in thousands):
| Three Months Ended | ||||||||
| March 31, 2011 | March 31, 2010 | |||||||
|
Real property dispositions:
|
||||||||
|
Senior housing triple-net
|
$ | 17,892 | $ | 25,097 | ||||
|
Medical facilities
|
— | 6,244 | ||||||
|
|
||||||||
|
Total dispositions
|
17,892 | 31,341 | ||||||
|
Add: Gain on sales of real property
|
26,156 | 6,718 | ||||||
|
|
||||||||
|
Proceeds from real property sales
|
$ | 44,048 | $ | 38,059 | ||||
|
|
||||||||
We have reclassified the income and expenses attributable to all properties sold and
attributable to properties held for sale at March 31, 2011 to discontinued operations. Expenses
include an allocation of interest expense based on property carrying values and our weighted
average cost of debt. The following illustrates the reclassification impact as a result of
classifying properties as discontinued operations for the periods presented (in thousands):
10
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HEALTH CARE REIT, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2011 | 2010 | |||||||
|
Revenues:
|
||||||||
|
Rental income
|
$ | 2,404 | $ | 8,774 | ||||
|
Expenses:
|
||||||||
|
Interest expense
|
433 | 1,560 | ||||||
|
Property operating expenses
|
829 | 1,207 | ||||||
|
Provision for depreciation
|
1,292 | 2,929 | ||||||
|
|
||||||||
|
Income (loss) from discontinued operations, net
|
$ | (150 | ) | $ | 3,078 | |||
|
|
||||||||
6. Real Estate Loans Receivable
The following is a summary of our real estate loan activity for the periods presented (in
thousands):
| Three Months Ended | ||||||||||||||||||||||||
| March 31, 2011 | March 31, 2010 | |||||||||||||||||||||||
| Senior Housing | Medical | Senior Housing | Medical | |||||||||||||||||||||
| Triple-net | Facilities | Totals | Triple-net | Facilities | Totals | |||||||||||||||||||
|
Advances on real estate loans receivable:
|
||||||||||||||||||||||||
|
Investments in new loans
|
$ | 11,807 | $ | — | $ | 11,807 | $ | 634 | $ | — | $ | 634 | ||||||||||||
|
Draws on existing loans
|
8,824 | 2,481 | 11,305 | 10,517 | — | 10,517 | ||||||||||||||||||
|
|
||||||||||||||||||||||||
|
Net cash advances on real estate loans
|
20,631 | 2,481 | 23,112 | 11,151 | — | 11,151 | ||||||||||||||||||
|
Receipts on real estate loans receivable:
|
||||||||||||||||||||||||
|
Loan payoffs
|
7,607 | — | 7,607 | 1,599 | — | 1,599 | ||||||||||||||||||
|
Principal payments on loans
|
2,653 | 2,081 | 4,734 | 3,067 | — | 3,067 | ||||||||||||||||||
|
|
||||||||||||||||||||||||
|
Total receipts on real estate loans
|
10,260 | 2,081 | 12,341 | 4,666 | — | 4,666 | ||||||||||||||||||
|
|
||||||||||||||||||||||||
|
Net advances (receipts) on real estate loans
|
$ | 10,371 | $ | 400 | $ | 10,771 | $ | 6,485 | $ | — | $ | 6,485 | ||||||||||||
|
|
||||||||||||||||||||||||
We recorded $248,000 of provision for loan losses during the three months ended March 31,
2011, resulting in an allowance for loan losses of $1,524,000 relating to real estate loans with
outstanding balances of $9,478,000, all of which were on non-accrual status at March 31, 2011.
7. Investments in Unconsolidated Joint Ventures
During the six months ended June 30, 2010, we entered into a joint venture investment with
Forest City Enterprises (NYSE:FCE.A and FCE.B). We acquired a 49% interest in a seven-building
life science campus located in University Park in Cambridge, MA, which is immediately adjacent to
the campus of the Massachusetts Institute of Technology. Six buildings closed on February 22, 2010
and the seventh closed on June 30, 2010. The portfolio is 100% leased. In connection with these
transactions, we invested $174,692,000 of cash which is recorded as an equity investment on the
balance sheet. Our share of the non-recourse secured debt assumed by the joint venture was
approximately $156,729,000 with weighted-average interest rates of 7.1%. The aggregate remaining
unamortized basis difference of our investment in this joint venture of $12,992,000 at March 31,
2011 is primarily attributable to real estate and related intangible assets and will be amortized
over the life of the related properties and included in the reported amount of income from
unconsolidated joint ventures.
In December 2010, we entered into a strategic joint venture relationship with a national
medical office building company. In connection with this transaction, we invested $21,321,000 of cash
which is recorded as an equity investment on the balance sheet. Our share of the non-recourse
secured debt assumed by the joint venture was approximately $24,609,000 with weighted-average
interest rates of 6.06%. The aggregate remaining unamortized basis difference of our investment in
this joint venture of $1,531,000 at March 31, 2011 is primarily attributable to real estate and
related intangible assets and will be amortized over the life of the related properties and
included in the reported amount of income from unconsolidated joint ventures.
In addition, in January 2011, we completed the formation of a partnership with Silverado
Senior Living, Inc. See Note 3 for additional information.
The results of operations for these investments have been included in our consolidated results
of operations from the date of acquisition by the joint venture and are reflected in our income
statement as income from unconsolidated joint ventures.
11
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HEALTH CARE REIT, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
8. Customer Concentration
The following table summarizes certain information about our customer concentration as of
March 31, 2011 (dollars in thousands):
| Number of | Total | Percent of | ||||||||||
| Properties (2) | Investment (2) | Investment (3) | ||||||||||
|
Concentration by investment:
(1)
|
||||||||||||
|
Benchmark Senior Living
|
34 | $ | 923,506 | 9 | % | |||||||
|
Merrill Gardens LLC
|
38 | 720,947 | 7 | % | ||||||||
|
Brandywine Senior Living, LLC
|
19 | 608,847 | 6 | % | ||||||||
|
Senior Living Communities, LLC
|
12 | 601,303 | 6 | % | ||||||||
|
Senior Star Living
|
10 | 461,969 | 5 | % | ||||||||
|
Remaining portfolio
|
601 | 6,563,882 | 67 | % | ||||||||
|
Totals
|
714 | $ | 9,880,454 | 100 | % | |||||||
| (1) | All of our top five customers are in our senior housing operating segment, except for Brandywine and Senior Living, which are in our senior housing triple-net segment. | |
| (2) | Excludes our share of unconsolidated joint venture investments. Please see Note 7 for additional information. | |
| (3) | Investments with our top five customers comprised 32% of total investments at December 31, 2010. |
9. Borrowings Under Line of Credit Arrangement and Related Items
At March 31, 2011, we had an unsecured line of credit arrangement with a consortium of sixteen
banks in the amount of $1,150,000,000. On January 24, 2011, we provided notice to KeyBank National
Association, as administrative agent, of our desire to extend the line of credit. Under the terms
of the loan agreement, we had the right to extend the revolving line of credit for one year if we
were in compliance with all covenants and paid an extension fee of $1,725,000. As a result of the
extension, the line of credit will now expire on August 6, 2012. Borrowings under the agreement are
subject to interest payable in periods no longer than three months at either the agent bank’s prime
rate of interest or the applicable margin over LIBOR interest rate, at our option (0.85% at March
31, 2011). The applicable margin is based on certain of our debt ratings and was 0.6% at March 31,
2011. In addition, we pay a facility fee annually to each bank based on the bank’s commitment
amount. The facility fee depends on certain of our debt ratings and was 0.15% at March 31, 2011. We
also pay an annual agent’s fee of $50,000. Principal is due upon expiration of the agreement.
The following information relates to aggregate borrowings under the unsecured line of credit
arrangement for the periods presented (dollars in thousands):
| Three Months Ended March 31, | ||||||||
| 2011 | 2010 | |||||||
|
Balance outstanding at quarter end
|
$ | — | $ | 425,000 | ||||
|
Maximum amount outstanding at any month end
|
$ | 495,000 | $ | 425,000 | ||||
|
Average amount outstanding (total of daily
principal balances divided by days in period)
|
$ | 319,222 | $ | 283,111 | ||||
|
Weighted average interest rate (actual interest
expense divided by average borrowings
outstanding)
|
1.59 | % | 1.47 | % | ||||
We have $4,427,850,000 of senior unsecured notes with annual stated interest rates ranging
from 3.00% to 8.00%. The carrying amounts of the senior unsecured notes represent the par value of
$4,464,930,000 adjusted for any unamortized premiums or discounts and other basis adjustments
related to hedging the debt with derivative instruments. See Note 11 for further discussion
regarding derivative instruments.
During the three months ended December 31, 2006, we issued $345,000,000 of 4.75% senior
unsecured convertible notes due December 2026. The notes are convertible, in certain circumstances,
into cash and, if applicable, shares of common stock at an initial conversion rate of 20.8833
shares per $1,000 principal amount of notes, which represents an initial conversion price of
approximately $47.89 per share. In general, upon conversion, the holder of each note would receive,
in respect of the conversion value of such note, cash up to the principal amount of such note and
common stock for the note’s conversion value in excess of such principal amount. In addition, on
each of December 1, 2011, December 1, 2016 and December 1, 2021, holders may require us to purchase
all or a portion of their notes at a purchase price in cash equal to 100% of the principal amount
of the notes to be purchased, plus any accrued and unpaid interest. During the three months ended
March 31, 2009, we extinguished $5,000,000 of these notes and recognized a gain of
12
Table of Contents
HEALTH CARE REIT, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
$446,000. During the six months ended June 30, 2010, we extinguished $214,412,000 of these
notes, recognized a loss of $8,837,000 and paid $18,552,000 to reacquire the equity component of
convertible debt. As of March 31, 2011, we had $125,588,000 of these notes outstanding.
In July 2007, we issued $400,000,000 of 4.75% senior unsecured convertible notes due July
2027. The notes are convertible, in certain circumstances, into cash and, if applicable, shares of
our common stock at an initial conversion rate of 20.0000 shares per $1,000 principal amount of
notes, which represents an initial conversion price of approximately $50.00 per share. In general,
upon conversion, the holder of each note would receive, in respect of the conversion value of such
note, cash up to the principal amount of such note and common stock for the note’s conversion value
in excess of such principal amount. In addition, on each of July 15, 2012, July 15, 2017 and July
15, 2022, holders may require us to purchase all or a portion of their notes at a purchase price in
cash equal to 100% of the principal amount of the notes to be purchased, plus any accrued and
unpaid interest. During the three months ended March 31, 2009, we extinguished $5,000,000 of these
notes and recognized a gain of $594,000. During the six months ended June 30, 2010, we
extinguished $226,914,000 of these notes, recognized a loss of $16,235,000 and paid $21,062,000 to
reacquire the equity component of convertible debt. As of March 31, 2011, we had $168,086,000 of
these notes outstanding.
During the year ended December 31, 2010, we issued $494,403,000 of 3.00% senior unsecured
convertible notes due December 2029. The notes are convertible, in certain circumstances, into cash
and, if applicable, shares of common stock at an initial conversion rate of 19.5064 shares per
$1,000 principal amount of notes, which represents an initial conversion price of approximately
$51.27 per share. In general, upon conversion, the holder of each note would receive, in respect of
the conversion value of such note, cash up to the principal amount of such note and common stock
for the note’s conversion value in excess of such principal amount. In addition, on each of
December 1, 2014, December 1, 2019 and December 1, 2024, holders may require us to purchase all or
a portion of their notes at a purchase price in cash equal to 100% of the principal amount of the
notes to be purchased, plus any accrued and unpaid interest. In connection with this issuance, we
recognized $29,925,000 of equity component of convertible debt.
During the three months ended June 30, 2010, we issued $450,000,000 of 6.125% senior unsecured
notes due 2020, generating net proceeds of $446,328,000. During the three months ended September
30, 2010, we issued $450,000,000 of 4.70% senior unsecured notes due 2017, generating net proceeds
of $445,768,000. During the three months ended March 31, 2011, we issued $400,000,000 of 3.625%
senior unsecured notes due 2016, $600,000,000 of 5.25% senior unsecured notes due 2022 and
$400,000,000 of 6.50% senior unsecured notes due 2041, generating net proceeds of $1,381,086,000.
We have secured debt totaling $1,711,973,000, collateralized by owned properties, with annual
interest rates ranging from 3.86% to 10.00%. The carrying amounts of the secured debt represent the
par value of $1,691,706,000 adjusted for any unamortized fair value adjustments on loan
assumptions. The carrying values of the properties securing the debt totaled $2,807,594,000 at
March 31, 2011. During the three months ended March 31, 2010, we assumed $106,140,000 of first
mortgage loans principal with an average rate of 7.35% secured by 17 medical office buildings.
During the three months ended March 31, 2011, we assumed $563,829,000 of first mortgage loans
principal with an average rate of 5.412% secured by 27 senior housing properties.
Our debt agreements contain various covenants, restrictions and events of default. Certain
agreements require us to maintain certain financial ratios and minimum net worth and impose certain
limits on our ability to incur indebtedness, create liens and make investments or acquisitions. As
of March 31, 2011, we were in compliance with all of the covenants under our debt agreements.
At March 31, 2011, the annual principal payments due on these debt obligations are as follows
(in thousands):
| Senior | Secured | |||||||||||
| Unsecured Notes (1) | Debt (1) | Totals | ||||||||||
|
2011
|
$ | — | $ | 19,761 | $ | 19,761 | ||||||
|
2012
|
76,853 | 185,766 | 262,619 | |||||||||
|
2013
|
300,000 | 105,111 | 405,111 | |||||||||
|
2014
|
— | 184,690 | 184,690 | |||||||||
|
2015
|
250,000 | 164,793 | 414,793 | |||||||||
|
Thereafter
|
3,838,077 | 1,031,585 | 4,869,662 | |||||||||
|
|
||||||||||||
|
Totals
|
$ | 4,464,930 | $ | 1,691,706 | $ | 6,156,636 | ||||||
|
|
||||||||||||
| (1) | Amounts represent principal amounts due and do not include unamortized premiums/discounts or other fair value adjustments as reflected on the balance sheet. |
13
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HEALTH CARE REIT, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
11. Derivative Instruments
We are exposed to various market risks, including the potential loss arising from adverse
changes in interest rates. We may elect to use financial derivative instruments to hedge interest
rate exposure. These decisions are principally based on our policy to manage the general trend in
interest rates at the applicable dates and our perception of the future volatility of interest
rates. Derivates are recorded at fair value on the balance sheet as assets or liabilities. The
valuation of derivative instruments requires us to make estimates and judgments that affect the
fair value of the instruments. Fair values of our derivatives are estimated by pricing models that
consider the forward yield curves and discount rates. Such amounts and the recognition of such
amounts are subject to significant estimates that may change in the future.
The following is a summary of the fair value of our derivative instruments (dollars in
thousands):
| Balance Sheet | Fair Value | |||||||||
| Location | March 31, 2011 | December 31, 2010 | ||||||||
|
Cash flow hedge interest rate swaps
|
Other liabilities | $ | 379 | $ | 482 | |||||
Cash Flow Hedges
For instruments that are designated and qualify as a cash flow hedge, the effective portion of
the gain or loss on the derivative is reported as a component of other comprehensive income
(“OCI”), and reclassified into earnings in the same period, or periods, during which the hedged
transaction affects earnings. Gains and losses on the derivative representing either hedge
ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in
earnings. Approximately $1,983,000 of losses, which are included in accumulated other
comprehensive income (“AOCI”), are expected to be reclassified into earnings in the next 12 months.
The following presents the impact of derivative instruments on the statement of operations and
OCI for the periods presented (dollars in thousands):
| Three Months Ended | ||||||||||
| Location | March 31, 2011 | March 31, 2010 | ||||||||
|
Gain (loss) on interest rate swap recognized in
OCI (effective portion)
|
n/a | $ | 892 | $ | (2,054 | ) | ||||
|
Gain (loss) reclassified from AOCI into
income (effective portion)
|
Interest expense | 410 | (804 | ) | ||||||
|
Gain (loss) recognized in income (ineffective portion
and amount excluded from
effectiveness testing)
|
Realized loss | — | — | |||||||
On August 7, 2009, we entered into an interest rate swap (the “August 2009 Swap”)
for a total notional amount of $52,198,000 to hedge seven years of interest payments associated
with long-term LIBOR based borrowings. This swap was terminated on September 30, 2010 for a cash
payment of $6,645,000 which has been deferred and included as a component of accumulated other
comprehensive income. The effective portion is being amortized over the remaining term of the
original swap as an adjustment to the yield on our LIBOR-based debt. The August 2009 Swap had an
effective date of August 12, 2009 and a maturity date of September 1, 2016. The August 2009 Swap
had the economic effect of fixing $52,198,000 at 3.93% plus a credit spread for seven years. The
August 2009 Swap had been designated as a cash flow hedge and we expected it to be highly effective
at offsetting changes in cash flows of interest payments on $52,198,000 of long-term debt due to
changes in the LIBOR swap rate.
On September 28, 2009, we entered into an interest rate swap (the “September 2009 Swap”) for a
total notional amount of $48,155,000 to hedge seven years of interest payments associated with
long-term LIBOR based borrowings. This swap was terminated on September 30, 2010 for a cash
payment of $4,365,000 which has been deferred and included as a component of accumulated other
comprehensive income. The effective portion is being amortized over the remaining term of the
original swap as an adjustment to the yield on our LIBOR-based debt. The September 2009 Swap had
an effective date of September 30, 2009 and a maturity date of October 1, 2016. The September 2009
Swap had the economic effect of fixing $48,155,000 at 3.2675% plus a credit spread for seven years.
The September 2009 Swap had been designated as a cash flow hedge and we expected it to be highly
effective at offsetting changes in cash flows of interest payments on $48,155,000 of long-term debt
due to changes in the LIBOR swap rate.
On December 31, 2010, we assumed an interest rate swap (the “December 2010 Swap”) for a total
notional amount of $12,650,000 to hedge interest payments associated with long-term LIBOR based
borrowings. The December 2010 Swap has an effective date of December 31, 2010 and a maturity date
of December 31, 2013. The December 2010 Swap has the economic effect of fixing $12,650,000
14
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HEALTH CARE REIT, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
at 5.50% plus a credit spread through the swap’s maturity. In January 2011, the December 2010 Swap
was designated as a cash flow hedge and we expect it to be highly effective at offsetting changes
in cash flows of interest payments on $12,650,000 of long-term debt due to changes in the LIBOR
swap rate.
Fair Value Hedges
For derivative instruments that are designated as a fair value hedge, the gain or loss on the
derivative as well as the offsetting loss or gain on the hedged risk are recognized in current
earnings. There were no outstanding fair value hedges at March 31, 2011 or December 31, 2010.
12. Commitments and Contingencies
We have two outstanding letters of credit issued for the benefit of certain insurance
companies that provide workers’ compensation insurance to one of our tenants. Our obligation to
provide the letters of credit terminates in 2013. At March 31, 2011, our obligation under the
letters of credit was $4,200,000.
We have an outstanding letter of credit issued for the benefit of certain insurance companies
that provide liability and property insurance to one of our tenants. Our obligation to provide the
letter of credit terminates in 2013. At March 31, 2011, our obligation under the letter of credit
was $1,000,000.
We have an outstanding letter of credit issued for the benefit of a city in Wisconsin that
secures the completion and installation of certain public improvements by one of our tenants in
connection with the development of a property. Our obligation to provide the letter of credit
terminates in October 2013. At March 31, 2011, our obligation under the letter of credit was
$215,000.
We have an outstanding letter of credit issued for the benefit of a village in Illinois that
secures the completion and installation of certain public improvements by one of our tenants in
connection with the development of a property. Our obligation to provide the letter of credit
terminates in August 2011. At March 31, 2011, our obligation under the letter of credit was
$67,932.
At March 31, 2011, we had outstanding construction in process of $353,812,000 for leased
properties and were committed to providing additional funds of approximately $193,552,000 to
complete construction. At March 31, 2011, we had contingent purchase obligations totaling
$30,989,000. These contingent purchase obligations relate to unfunded capital improvement
obligations. Rents due from the tenant are increased to reflect the additional investment in the
property.
We evaluate our leases for operating versus capital lease treatment in accordance with ASC
Topic 840 “Leases.” A lease is classified as a capital lease if it provides for transfer of
ownership of the leased asset at the end of the lease term, contains a bargain purchase option, has
a lease term greater than 75% of the economic life of the leased asset, or if the net present value
of the future minimum lease payments are in excess of 90% of the fair value of the leased asset.
One lease related to a senior housing triple-net facility contains a bargain purchase option and
has been classified as a capital lease. At March 31, 2011, we had operating lease obligations of
$230,190,000 relating to certain ground leases and company office space. We incurred rental expense
relating to company office space of $515,000 for the three months ended March 31, 2011 as compared
to $333,000 for the same period in 2010. Regarding the ground leases, we have sublease agreements
with certain of our operators that require the operators to reimburse us for our monthly operating
lease obligations. At March 31, 2011, aggregate future minimum rentals to be received under these
noncancelable subleases totaled $31,980,000.
At March 31, 2011, future minimum lease payments due under operating and capital leases are as
follows (in thousands):
| Operating Leases | Capital Leases (1) | |||||||
|
2011
|
$ | 4,714 | $ | 85 | ||||
|
2012
|
5,324 | 136 | ||||||
|
2013
|
5,334 | 163 | ||||||
|
2014
|
5,355 | 193 | ||||||
|
2015
|
5,101 | 8,236 | ||||||
|
Thereafter
|
204,362 | — | ||||||
|
|
||||||||
|
Totals
|
$ | 230,190 | $ | 8,813 | ||||
|
|
||||||||
| (1) | Related to gross assets of $17,815,000 recorded in real property. |
15
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HEALTH CARE REIT, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
13. Stockholders’ Equity
The following is a summary of our stockholder’s equity capital accounts as of the dates
indicated:
| March 31, 2011 | December 31, 2010 | |||||||
|
Preferred Stock:
|
||||||||
|
Authorized shares
|
50,000,000 | 50,000,000 | ||||||
|
Issued shares
|
25,724,854 | 11,349,854 | ||||||
|
Outstanding shares
|
25,724,854 | 11,349,854 | ||||||
|
|
||||||||
|
Common Stock, $1.00 par value:
|
||||||||
|
Authorized shares
|
225,000,000 | 225,000,000 | ||||||
|
Issued shares
|
176,948,234 | 147,381,191 | ||||||
|
Outstanding shares
|
176,619,623 | 147,097,381 | ||||||
Preferred Stock.
During the three months ended March 31, 2010, certain holders of
our Series G Cumulative Convertible Preferred Stock converted 23,986 shares into 17,166 shares of
our common stock, leaving 375,727 of such shares outstanding at March 31, 2010. The remaining
Series G shares were subsequently converted into common shares on or prior to September 30, 2010.
During the three months ended March 31, 2011, we issued 14,375,000 of 6.50% Series I Cumulative
Convertible Perpetual Preferred Stock. These shares have a liquidation value of $50.00 per share.
Dividends are payable quarterly in arrears. The Series I preferred stock is not redeemable by us.
The preferred shares are convertible, at the holder’s option, into 0.8460 shares of common stock
(equal to an initial conversion price of approximately $59.10).
Common Stock.
The following is a summary of our common stock issuances during the three months
ended March 31, 2011 and 2010 (dollars in thousands, except per share amounts):
| Shares Issued | Average Price | Gross Proceeds | Net Proceeds | |||||||||||||
|
2010 Dividend
reinvestment plan
issuances
|
385,875 | $ | 42.00 | $ | 16,208 | $ | 16,208 | |||||||||
|
2010 Option exercises
|
42,287 | 37.43 | 1,583 | 1,583 | ||||||||||||
|
|
||||||||||||||||
|
2010 Totals
|
428,162 | $ | 17,791 | $ | 17,791 | |||||||||||
|
|
||||||||||||||||
|
|
||||||||||||||||
|
March 2011 public issuance
|
28,750,000 | $ | 49.25 | $ | 1,415,938 | $ | 1,358,694 | |||||||||
|
2011 Dividend
reinvestment plan
issuances
|
574,652 | 48.42 | 27,822 | 27,822 | ||||||||||||
|
2011 Option exercises
|
37,922 | 42.24 | 1,602 | 1,602 | ||||||||||||
|
|
||||||||||||||||
|
2011 Totals
|
29,362,574 | $ | 1,445,362 | $ | 1,388,118 | |||||||||||
|
|
||||||||||||||||
Dividends
. The following is a summary of our dividend payments (dollars in
thousands, except per share amounts):
| Three Months Ended | ||||||||||||||||
| March 31, 2011 | March 31, 2010 | |||||||||||||||
| Per Share | Amount | Per Share | Amount | |||||||||||||
|
Common Stock
|
$ | 0.6900 | $ | 102,040 | $ | 0.6800 | $ | 84,523 | ||||||||
|
Series D Preferred Stock
|
0.4922 | 1,969 | 0.4922 | 1,969 | ||||||||||||
|
Series E Preferred Stock
|
— | — | 0.3750 | 28 | ||||||||||||
|
Series F Preferred Stock
|
0.4766 | 3,336 | 0.4766 | 3,336 | ||||||||||||
|
Series G Preferred Stock
|
— | — | 0.4688 | 176 | ||||||||||||
|
Series H Preferred Stock
|
0.3750 | 131 | ||||||||||||||
|
Series I Preferred Stock
|
0.2257 | 3,244 | ||||||||||||||
|
|
||||||||||||||||
|
Totals
|
$ | 110,720 | $ | 90,032 | ||||||||||||
|
|
||||||||||||||||
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HEALTH CARE REIT, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Comprehensive Income
The following is a summary of accumulated other comprehensive income/(loss) as of the dates
indicated (in thousands):
| March 31, 2011 | December 31, 2010 | |||||||
|
Unrecognized losses on cash flow hedges
|
$ | (9,487 | ) | $ | (9,969 | ) | ||
|
Unrecognized losses on equity investments
|
(175 | ) | (497 | ) | ||||
|
Unrecognized actuarial losses
|
(633 | ) | (633 | ) | ||||
|
|
||||||||
|
Totals
|
$ | (10,295 | ) | $ | (11,099 | ) | ||
|
|
||||||||
The following is a summary of comprehensive income/(loss) for the periods indicated
(in thousands):
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2011 | 2010 | |||||||
|
Unrecognized gains (losses) on cash flow hedges
|
$ | 482 | $ | (1,291 | ) | |||
|
Unrecognized gains on equity investments
|
322 | 90 | ||||||
|
|
||||||||
|
Total other comprehensive income (loss)
|
804 | (1,201 | ) | |||||
|
Net income attributable to controlling interests
|
32,052 | 31,321 | ||||||
|
|
||||||||
|
Comprehensive income attributable to controlling interests
|
32,856 | 30,120 | ||||||
|
Net and comprehensive income (loss) attributable to noncontrolling interests
(1)
|
(242 | ) | 373 | |||||
|
|
||||||||
|
Total comprehensive income
|
$ | 32,614 | $ | 30,493 | ||||
|
|
||||||||
| (1) | Includes amounts attributable to redeemable noncontrolling interests. |
Other Equity
Other equity consists of accumulated option compensation expense which represents the amount
of amortized compensation costs related to stock options awarded to employees and directors.
Expense, which is recognized as the options vest based on the market value at the date of the
award, totaled $1,039,000 for the three months ended March 31, 2011 as compared to $973,000 for the
same period in 2010.
14. Stock Incentive Plans
Our Amended and Restated 2005 Long-Term Incentive Plan authorizes up to 6,200,000 shares of
common stock to be issued at the discretion of the Compensation Committee of the Board of
Directors. The 2005 Plan replaced the 1995 Stock Incentive Plan and the Stock Plan for Non-Employee
Directors. The options granted to officers and key employees under the 1995 Plan continued to vest
through 2010 and expire ten years from the date of grant. Our non-employee directors, officers and
key employees are eligible to participate in the 2005 Plan. The 2005 Plan allows for the issuance
of, among other things, stock options, restricted stock, deferred stock units and dividend
equivalent rights. Vesting periods for options, deferred stock units and restricted shares
generally range from three years for non-employee directors to five years for officers and key
employees. Options expire ten years from the date of grant.
Valuation Assumptions
The fair value of each option grant is estimated on the date of grant using the
Black-Scholes-Merton option pricing model with the following weighted-average assumptions:
| Three Months Ended | ||||||||
| March 31, 2011 | March 31, 2010 | |||||||
|
Dividend yield
|
5.74 | % | 6.28 | % | ||||
|
Expected volatility
|
34.80 | % | 34.08 | % | ||||
|
Risk-free interest rate
|
2.87 | % | 3.23 | % | ||||
|
Expected life (in years)
|
7.0 | 7.0 | ||||||
|
Weighted-average fair value
|
$ | 9.60 | $ | 7.82 | ||||
The dividend yield represented the dividend yield of our common stock on the dates
of grant. Our computation of expected
17
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HEALTH CARE REIT, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
volatility was based on historical volatility. The risk-free
interest rates used were the 7-year U.S. Treasury Notes yield on the date of grant. The expected
life was based on historical experience of similar awards, giving consideration to the contractual
terms, vesting schedules and expectations regarding future employee behavior.
Option Award Activity
The following table summarizes information about stock option activity for the three months
ended March 31, 2011:
| Number of | Weighted | Weighted Average | Aggregate | |||||||||||||
| Shares | Average | Remaining | Intrinsic | |||||||||||||
| Stock Options | (000’s) | Exercise Price | Contract Life (years) | Value ($000’s) | ||||||||||||
|
Options at beginning of year
|
1,207 | $ | 39.45 | 8.0 | ||||||||||||
|
Options granted
|
289 | 49.17 | ||||||||||||||
|
Options exercised
|
(38 | ) | 36.47 | |||||||||||||
|
Options terminated
|
(5 | ) | 41.64 | |||||||||||||
|
|
||||||||||||||||
|
Options at end of period
|
1,453 | $ | 41.45 | 7.6 | $ | 15,969 | ||||||||||
|
|
||||||||||||||||
|
|
||||||||||||||||
|
Options exercisable at end of period
|
621 | $ | 38.68 | 6.0 | $ | 8,544 | ||||||||||
|
Weighted average fair value of
options granted during the period
|
$ | 9.60 | ||||||||||||||
The aggregate intrinsic value is calculated as the difference between the exercise price
of the underlying options and the quoted price of our common stock for the options that were
in-the-money at March 31, 2011. During the three months ended March 31, 2011 and 2010, the
aggregate intrinsic value of options exercised under our stock incentive plans was $789,000 and
$307,000, respectively (determined as of the date of option exercise). Cash received from option
exercises under our stock incentive plans was $1,602,000 for the three months ended March 31, 2011.
As of March 31, 2011, there was approximately $4,852,000 of total unrecognized compensation
cost related to unvested stock options granted under our stock incentive plans. That cost is
expected to be recognized over a weighted average period of four years. As of March 31, 2011, there
was approximately $17,497,000 of total unrecognized compensation cost related to unvested
restricted stock granted under our stock incentive plans. That cost is expected to be recognized
over a weighted average period of three years.
The following table summarizes information about non-vested stock incentive awards as of March
31, 2011 and changes for the three months ended March 31, 2011:
| Stock Options | Restricted Stock | |||||||||||||||
| Number of | Weighted Average | Number of | Weighted Average | |||||||||||||
| Shares | Grant Date | Shares | Grant Date | |||||||||||||
| (000’s) | Fair Value | (000’s) | Fair Value | |||||||||||||
|
Non-vested at December 31,
2010
|
768 | $ | 6.19 | 420 | $ | 41.09 | ||||||||||
|
Vested
|
(220 | ) | 6.12 | (144 | ) | 41.85 | ||||||||||
|
Granted
|
289 | 9.60 | 241 | 49.19 | ||||||||||||
|
Terminated
|
(5 | ) | 6.61 | (4 | ) | 40.66 | ||||||||||
|
|
||||||||||||||||
|
Non-vested at March 31, 2011
|
832 | $ | 7.39 | 513 | $ | 44.68 | ||||||||||
|
|
||||||||||||||||
18
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HEALTH CARE REIT, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
15. Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share (in
thousands, except per share data):
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2011 | 2010 | |||||||
|
Numerator for basic and diluted earnings
per share — net income attributable to
common stockholders
|
$ | 23,372 | $ | 25,812 | ||||
|
|
||||||||
|
|
||||||||
|
Denominator for basic earnings per
share — weighted average shares
|
154,945 | 123,270 | ||||||
|
Effect of dilutive securities:
|
||||||||
|
Employee stock options
|
190 | 105 | ||||||
|
Non-vested restricted shares
|
215 | 415 | ||||||
|
Convertible senior unsecured notes
|
135 | — | ||||||
|
|
||||||||
|
Dilutive potential common shares
|
540 | 520 | ||||||
|
|
||||||||
|
Denominator for diluted earnings per
share — adjusted weighted average
shares
|
155,485 | 123,790 | ||||||
|
|
||||||||
|
|
||||||||
|
Basic earnings per share
|
$ | 0.15 | $ | 0.21 | ||||
|
|
||||||||
|
Diluted earnings per share
|
$ | 0.15 | $ | 0.21 | ||||
|
|
||||||||
The diluted earnings per share calculations exclude the dilutive effect of 0 and 381,000
stock options for the three months ended March 31, 2011 and 2010, respectively, because the
exercise prices were less than the average market price. The Series H Cumulative Convertible and
Redeemable Preferred Stock and Series I Cumulative Convertible Perpetual Preferred Stock were not
included in the 2011 calculation as the effect of conversions into common stock was anti-dilutive
for that period. The outstanding convertible senior unsecured notes due 2029 were not included in
the 2011 calculation as the effect of the conversions into common stock was anti-dilutive for that
period.
16. Disclosure about Fair Value of Financial Instruments
The following methods and assumptions were used to estimate the fair value of each class of
financial instruments for which it is practicable to estimate that value.
Mortgage Loans and Other Real Estate Loans Receivable
— The fair value of mortgage loans and other
real estate loans receivable is generally estimated by discounting the estimated future cash flows
using the current rates at which similar loans would be made to borrowers with similar credit
ratings and for the same remaining maturities.
Cash and Cash Equivalents
— The carrying amount approximates fair value.
Available-for-sale Equity Investments
— Available-for-sale equity investments are recorded at
their fair value based on publicly available trading prices.
Borrowings Under Unsecured Lines of Credit Arrangements
— The carrying amount of the unsecured
line of credit arrangement approximates fair value because the borrowings are interest rate
adjustable.
Senior Unsecured Notes
— The fair value of the senior unsecured notes payable was estimated based
on publicly available trading prices.
Secured Debt
— The fair value of fixed rate secured debt is estimated by discounting the estimated
future cash flows using the current rates at which similar loans would be made with similar credit
ratings and for the same remaining maturities. The carrying amount of variable rate secured debt
approximates fair value because the borrowings are interest rate adjustable.
Interest Rate Swap Agreements
— Interest rate swap agreements are recorded as assets or
liabilities on the balance sheet at fair market value. Fair market value is estimated by utilizing
pricing models that consider forward yield curves and discount rates.
19
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HEALTH CARE REIT, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
The carrying amounts and estimated fair values of our financial instruments are as follows (in
thousands):
| March 31, 2011 | December 31, 2010 | |||||||||||||||
| Carrying | Fair | Carrying | Fair | |||||||||||||
| Amount | Value | Amount | Value | |||||||||||||
|
Financial Assets:
|
||||||||||||||||
|
Mortgage loans receivable
|
$ | 118,323 | $ | 121,119 | $ | 109,283 | $ | 111,255 | ||||||||
|
Other real estate loans receivable
|
329,028 | 329,054 | 327,297 | 333,003 | ||||||||||||
|
Available-for-sale equity investments
|
1,425 | 1,425 | 1,103 | 1,103 | ||||||||||||
|
Cash and cash equivalents
|
2,667,995 | 2,667,995 | 131,570 | 131,570 | ||||||||||||
|
|
||||||||||||||||
|
Financial Liabilities:
|
||||||||||||||||
|
Borrowings under unsecured lines of
credit arrangements
|
$ | — | $ | — | $ | 300,000 | $ | 300,000 | ||||||||
|
Senior unsecured notes
|
4,427,850 | 4,691,831 | 3,034,949 | 3,267,638 | ||||||||||||
|
Secured debt
|
1,711,973 | 1,769,075 | 1,125,906 | 1,178,081 | ||||||||||||
|
Interest rate swap agreements
|
379 | 379 | 482 | 482 | ||||||||||||
U.S. GAAP provides authoritative guidance for measuring and disclosing fair value
measurements of assets and liabilities. The guidance for financial assets and liabilities was
previously adopted as the standard for those assets and liabilities as of January 1, 2008.
Additional guidance for non-financial assets and liabilities is effective for fiscal years
beginning after November 15, 2008, and was adopted as the standard for those assets and liabilities
as of January 1, 2009. The impact of adoption was not significant. The guidance defines fair
value as the exchange price that would be received for an asset or paid to transfer a liability (an
exit price) in the principal or most advantageous market for the asset or liability in an orderly
transaction between market participants on the measurement date. The guidance also establishes a
fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize
the use of unobservable inputs when measuring fair value. The guidance describes three levels of
inputs that may be used to measure fair value:
Level 1 — Quoted prices in active markets for identical assets or liabilities.
Level 2 — Observable inputs other than Level 1 prices such as quoted prices for similar
assets or liabilities; quoted prices in markets that are not active; or other inputs that are
observable or can be corroborated by observable market data for substantially the full term
of the assets or liabilities. Interest rate swap agreements are valued using models that
assume a hypothetical transaction to sell the asset or transfer the liability in the
principal market for the asset or liability based on market data derived from interest rates
and yield curves observable at commonly quoted intervals, volatilities, prepayment timing,
loss severities, credit risks and default rates.
Level 3 — Unobservable inputs that are supported by little or no market activity and that are
significant to the fair value of the assets or liabilities.
Items Measured at Fair Value on a Recurring Basis
The market approach is utilized to measure fair value for our financial assets and liabilities
reported at fair value on a recurring basis. The market approach uses prices and other relevant
information generated by market transactions involving identical or comparable assets or
liabilities.
| Fair Value Measurements as of March 31, 2011 | ||||||||||||||||
| Total | Level 1 | Level 2 | Level 3 | |||||||||||||
|
Available-for-sale equity investments
(1)
|
$ | 1,425 | $ | 1,425 | $ | — | $ | — | ||||||||
|
Assets held for sale
(2)
|
71,126 | — | 71,126 | — | ||||||||||||
|
Interest rate swap agreements
(3)
|
(379 | ) | — | (379 | ) | — | ||||||||||
|
|
||||||||||||||||
|
Totals
|
$ | 72,172 | $ | 1,425 | $ | 70,747 | $ | — | ||||||||
|
|
||||||||||||||||
| (1) | Unrealized gains or losses on equity investments are recorded in accumulated other comprehensive income (loss) at each measurement date. | |
| (2) | Please see Note 5 for additional information. | |
| (3) | Please see Note 11 for additional information. |
20
Table of Contents
HEALTH CARE REIT, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Items Measured at Fair Value on a Nonrecurring Basis
In addition to items that are measured at fair value on a recurring basis, we also have assets
and liabilities on our balance sheet that are measured at fair value on a nonrecurring basis. As
these assets and liabilities are not measured at fair value on a recurring basis, they are not
included in the table above. Assets and liabilities that are measured at fair value on a
nonrecurring basis include assets acquired and liabilities assumed in business combinations (see
Note 3) and asset impairments (see Note 5 for impairments of real property and Note 6 for
impairments of loans receivable). We have determined that the fair value measurements included in
each of these assets and liabilities rely primarily on company-specific inputs and our assumptions
about the use of the assets and settlement of liabilities, as observable inputs are not available.
As such, we have determined that each of these fair value measurements generally reside within
Level 3 of the fair value hierarchy. We estimate the fair value of real estate using unobservable
data such as net operating income and estimated capitalization and discount rates. We also
consider local and national industry market data including comparable sales, and commonly engage an
external real estate appraiser to assist us in our estimation of fair value.
17. Segment Reporting
During the three months ended March 31, 2011, we changed the name of our senior housing and
care segment to senior housing triple-net. Additionally, we added a new senior housing operating
segment. There was no activity related to this segment for the three months ended March 31, 2010.
We invest in senior housing and health care real estate. We evaluate our business and make resource
allocations on our three business segments: senior housing triple-net, senior housing operating and
medical facilities. Our primary senior housing triple-net properties include skilled nursing
facilities, assisted living facilities, independent living/continuing care retirement communities
and combinations thereof. Under the senior housing triple-net segment, we invest in senior housing
and health care real estate through acquisition and financing of primarily single tenant
properties. Properties acquired are primarily leased under triple-net leases and we are not
involved in the management of the property. Our senior housing operating properties include
assisted living facilities and independent living/continuing care retirement communities that are
owned and/or operated through RIDEA partnership structures. Our primary medical facility
properties include medical office buildings, hospitals and life science buildings. Our medical
office buildings are typically leased to multiple tenants and generally require a certain level of
property management. Our hospital investments are structured similar to our senior housing
triple-net investments. Our life science investments represent investments in an unconsolidated
joint venture (see Note 7 for additional information). The accounting policies of the segments are
the same as those described in the summary of significant accounting policies (see Note 1 to the
financial statements included in our Annual Report on Form 10-K for the year ended December 31,
2010). There are no intersegment sales or transfers. We evaluate performance based upon net
operating income of the combined properties in each segment. Non-segment revenue consists mainly of
interest income on non-real estate investments and other income. Non-segment assets consist of
corporate assets including cash, deferred loan expenses and corporate offices and equipment among
others. Non-property specific revenues and expenses are not allocated to individual segments in
determining net operating income.
Summary information for the reportable segments during the three months ended March 31, 2011
and 2010 is as follows (in thousands and includes amounts from discontinued operations):
| Property | Net | Real Estate | ||||||||||||||||||||||||||||||||||||||
| Rental | Resident Fees | Interest | Other | Total | Operating | Operating | Depreciation/ | Interest | Total | |||||||||||||||||||||||||||||||
| Income | and Services | Income | Income | Revenues | Expenses | Income (1) | Amortization | Expense | Assets | |||||||||||||||||||||||||||||||
|
Three Months Ended March 31,
2011
|
||||||||||||||||||||||||||||||||||||||||
|
Senior housing triple-net
|
$ | 105,741 | $ | 9,378 | $ | 507 | $ | 115,626 | $ | — | $ | 115,626 | $ | 30,956 | $ | 2,066 | $ | 4,801,976 | ||||||||||||||||||||||
|
Senior housing operating
|
— | $ | 71,286 | — | — | 71,286 | 49,272 | 22,014 | 20,131 | 6,527 | 2,291,468 | |||||||||||||||||||||||||||||
|
Medical facilities
(2)
|
66,321 | 2,331 | 1,786 | 70,438 | 16,042 | 54,396 | 23,681 | 7,292 | 3,376,362 | |||||||||||||||||||||||||||||||
|
Non-segment/Corporate
|
— | — | 531 | 531 | — | 531 | — | 43,445 | 2,788,238 | |||||||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||||||
|
|
$ | 172,062 | $ | 71,286 | $ | 11,709 | $ | 2,824 | $ | 257,881 | $ | 65,314 | $ | 192,567 | $ | 74,768 | $ | 59,330 | $ | 13,258,044 | ||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||||||
|
Three Months Ended March 31,
2010
|
||||||||||||||||||||||||||||||||||||||||
|
Senior housing triple-net
|
$ | 93,238 | $ | 8,575 | $ | 494 | $ | 102,307 | $ | — | $ | 102,307 | $ | 26,399 | $ | 4,671 | ||||||||||||||||||||||||
|
Medical facilities
(2)
|
50,869 | 473 | 271 | 51,613 | 13,720 | 37,893 | 17,182 | 5,577 | ||||||||||||||||||||||||||||||||
|
Non-segment/Corporate
|
— | — | 231 | 231 | — | 231 | — | 19,737 | ||||||||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||||||
|
|
$ | 144,107 | $ | — | $ | 9,048 | $ | 996 | $ | 154,151 | $ | 13,720 | $ | 140,431 | $ | 43,581 | $ | 29,985 | ||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||||||
| (1) | Net operating income (“NOI”) is used to evaluate the operating performance of our properties. We define NOI as total revenues, including tenant reimbursements, less property level operating expenses, which exclude depreciation and amortization, general and administrative expenses, impairments and interest expense. We believe NOI provides investors relevant and useful information because it measures the operating performance of our properties at the property level on an unleveraged basis. We use NOI to make decisions about resource allocations and to assess the property level performance of our properties. | |
| (2) | Excludes income and expense amounts related to properties held in unconsolidated joint ventures. Please see Note 7 for additional information. |
21
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HEALTH CARE REIT, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
18. Subsequent Events
Genesis Acquisition.
On April 1, 2011, we completed the acquisition of substantially all of
the real estate assets of privately-owned Genesis HealthCare Corporation. The total purchase price
of approximately $2,475,144,000 is comprised of the $2,400,000,000 cash consideration and the fair
value of capital lease obligations totaling approximately $75,144,000. We expect that
substantially the entire purchase price will be allocated to the tangible and intangible
assets relating to the 147 properties acquired. Based on the preliminary purchase price allocation,
depreciation expense is expected to be approximately $63,500,000 on an annual basis. We funded the
cash consideration and other associated costs of the acquisition primarily through the proceeds of
the offerings of common stock, preferred stock and senior unsecured notes completed in March 2011.
Effective April 1, 2011, we began leasing the acquired facilities to Genesis pursuant to a master
lease. In addition to rent, the triple net master lease requires Genesis to pay all operating
costs, utilities, real estate taxes, insurance, building repairs, maintenance costs and all
obligations under the ground leases. All obligations under the master lease have been guaranteed by
FC-GEN Operations Investment, LLC, which was spun-off by Genesis prior to closing the acquisition.
The initial term is fifteen years. Genesis has one option to renew for an additional term of
fifteen years. The master lease provides that the base rent for the first year is $198,000,000 and
will increase at least 1.75% but no more than 3.50% (subject to CPI changes) for each of the years
two through six during the initial term and at least 1.50% but no more than 3.00% per year
thereafter (subject to CPI changes). We expect to recognize rental income based on the minimum
rent escalators during the initial term.
22
Table of Contents
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis is based primarily on the consolidated financial
statements of Health Care REIT, Inc. for the periods presented and should be read together with the
notes thereto contained in this Quarterly Report on Form 10-Q. Other important factors are
identified in our Annual Report on Form 10-K for the year ended December 31, 2010, including
factors identified under the headings “Business,” “Risk Factors,” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations.”
Executive Summary
Company Overview
Health Care REIT, Inc. is a real estate investment trust (“REIT”) that has been at the
forefront of senior housing and health care real estate since the company was founded in 1970. We
are an S&P 500 company headquartered in Toledo, Ohio and our portfolio spans the full spectrum of
senior housing and health care real estate, including senior housing communities, skilled nursing
facilities, medical office buildings, inpatient and outpatient medical centers and life science
facilities. Our capital programs, when combined with comprehensive planning, development and
property management services, make us a single-source solution for acquiring, planning, developing,
managing, repositioning and monetizing real estate assets. The following table summarizes our
portfolio as of March 31, 2011:
| Investments | Percentage of | Number of | # Beds/Units | Investment per | ||||||||||||||||||||
| Type of Property | (in thousands) | Investments | Properties | or Sq. Ft. | metric (1) | States | ||||||||||||||||||
|
Senior housing triple-net
|
$ | 3,386,716 | 32.9 | % | 247 | 21,794 | units | $181,141 | per unit | 35 | ||||||||||||||
|
Skilled nursing facilities
|
1,253,655 | 12.2 | % | 181 | 24,220 | beds | 51,761 | per bed | 26 | |||||||||||||||
|
Senior housing operating
|
2,240,442 | 21.8 | % | 99 | 9,908 | units | 226,125 | per unit | 21 | |||||||||||||||
|
Hospitals
|
806,902 | 7.9 | % | 31 | 1,857 | beds | 444,928 | per bed | 13 | |||||||||||||||
|
Medical office buildings
(2)
|
2,240,199 | 21.8 | % | 162 | 9,047,275 | sq. ft. | 254 | per sq. ft. | 28 | |||||||||||||||
|
Life science buildings
(2)
|
344,413 | 3.4 | % | 7 | n/a | 1 | ||||||||||||||||||
|
|
||||||||||||||||||||||||
|
Totals
|
$ | 10,272,327 | 100.0 | % | 727 | 44 | ||||||||||||||||||
|
|
||||||||||||||||||||||||
| (1) | Investment per metric was computed by using the total committed investment amount of $10,465,879,000, which includes net real estate investments, our share of unconsolidated joint venture investments and unfunded construction commitments for which initial funding has commenced which amounted to $9,880,454,000, $391,873,000 and $193,552,000, respectively. | |
| (2) | Includes our share of unconsolidated joint venture investments. Please see Note 7 to our unaudited financial statements for additional information. |
Health Care Industry
The demand for health care services, and consequently health care properties, is projected to
reach unprecedented levels in the near future. The Centers for Medicare and Medicaid Services
(“CMS”) projects that national health expenditures will rise to $3.5 trillion in 2015 or 18.2% of
gross domestic product (“GDP”). The average annual growth in national health expenditures for 2009
through 2019 is expected to be 6.3%, which is 0.2% faster than pre-health care reform estimates.
While demographics are the primary driver of demand, economic conditions and availability of
services contribute to health care service utilization rates. We believe the health care property
market may be less susceptible to fluctuations and economic downturns relative to other property
sectors. Investor interest in the market remains strong, especially in specific sectors such as
medical office buildings, regardless of the current stringent lending environment. As a REIT, we
believe we are situated to benefit from any turbulence in the capital markets due to our access to
capital.
The total U.S. population is projected to increase by 20.4% through 2030. The elderly
population aged 65 and over is projected to increase by 79.2% through 2030. The elderly are an
important component of health care utilization, especially independent living services, assisted
living services, skilled nursing services, inpatient and outpatient hospital services and physician
ambulatory care. Most health care services are provided within a health care facility such as a
hospital, a physician’s office or a senior housing facility. Therefore, we believe there will be
continued demand for companies, such as ours, with expertise in health care real estate.
The following chart illustrates the projected increase in the elderly population aged 65 and
over:
23
Table of Contents
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
| Source: U.S. Census Bureau | ||
Health care real estate investment opportunities tend to increase as demand for
health care services increases. We recognize the need for health care real estate as it correlates
to health care service demand. Health care providers require real estate to house their businesses
and expand their services. We believe that investment opportunities in health care real estate
will continue to be present due to:
| • | The specialized nature of the industry, which enhances the credibility and experience of our company; | ||
| • | The projected population growth combined with stable or increasing health care utilization rates, which ensures demand; and | ||
| • | The on-going merger and acquisition activity. |
Current Economic and Capital Market Outlook
In the commercial real estate market, property prices generally continue to fluctuate.
Likewise, the U.S. credit markets have experienced significant price volatility, dislocations and
liquidity disruptions, which sometimes impact access to and cost of capital. In spite of these
challenges, we successfully raised over $3 billion of debt and equity capital during the first
quarter of 2011 in order to fund our attractive investment opportunities. We believe our success
in sourcing capital is due to our strategic deal sourcing and the significant growth underlying the
health care real estate sector in general.
We will continue to be selective as further income-enhancing acquisition opportunities are
pursued. Investment opportunities must adhere to our strict underwriting and risk allocation
criteria. In addition, we will continue to monitor the commercial real estate and U.S. credit
markets carefully and, if required will make decisions to adjust our business strategy accordingly.
See our discussion of “Risk Factors” in our Annual Report on Form 10-K for the year ended December
31, 2010 for further discussion.
Business Strategy
Our primary objectives are to protect stockholder capital and enhance stockholder value. We
seek to pay consistent cash dividends to stockholders and create opportunities to increase dividend
payments to stockholders as a result of annual increases in rental and interest income and
portfolio growth. To meet these objectives, we invest across the full spectrum of senior housing
and health care real estate and diversify our investment portfolio by property type, customer and
geographic location.
Substantially all of our revenues and sources of cash flows from operations are derived from
operating lease rentals and interest earned on outstanding loans receivable. These items represent
our primary source of liquidity to fund distributions and are dependent upon our obligors’
continued ability to make contractual rent and interest payments to us. To the extent that our
obligors experience operating difficulties and are unable to generate sufficient cash to make
payments to us, there could be a material adverse impact on our consolidated results of operations,
liquidity and/or financial condition. To mitigate this risk, we monitor our investments through a
variety of methods determined by the type of property and operator/tenant. Our asset management
process includes review of monthly financial statements for each property, periodic review of
obligor credit, periodic property inspections and review of covenant compliance relating to
licensure, real estate taxes, letters of credit and other collateral. In monitoring our portfolio,
our personnel use a proprietary database to collect and analyze property-specific data.
Additionally, we conduct extensive research to ascertain industry trends and risks. Through these
asset management and research efforts, we are typically able to intervene at an early stage to
address payment risk, and in so doing, support both the collectability of revenue and the value of
our investment.
In addition to our asset management and research efforts, we also structure our investments to
help mitigate payment risk. Operating leases and loans are normally credit enhanced by guaranties
and/or letters of credit. In addition, operating leases are
24
Table of Contents
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
typically structured as master leases
and loans are generally cross-defaulted and cross-collateralized with other loans, operating leases
or agreements between us and the obligor and its affiliates.
For the three months ended March 31, 2011, rental income, resident fees and services and
interest income represented 67%, 28% and 5%, respectively, of total gross revenues (including
revenues from discontinued operations). Substantially all of our operating leases are designed with
either fixed or contingent escalating rent structures. Leases with fixed annual rental escalators
are generally recognized on a straight-line basis over the initial lease period, subject to a
collectability assessment. Rental income related to leases with contingent rental escalators is
generally recorded based on the contractual cash rental payments due for the period. Our yield on
loans receivable depends upon a number of factors, including the stated interest rate, the average
principal amount outstanding during the term of the loan and any interest rate adjustments.
Depending upon the availability and cost of external capital, we believe our liquidity is
sufficient to fund operations, meet debt service obligations (both principal and interest), make
dividend distributions and complete construction projects in process. We also anticipate
evaluating opportunities to finance future investments. New investments are generally funded from
temporary borrowings under our unsecured line of credit arrangement, internally generated cash and
the proceeds from sales of real property. Our investments generate internal cash from rent and
interest receipts and principal payments on loans receivable. Permanent financing for future
investments, which replaces funds drawn under the unsecured line of credit arrangement, has
historically been provided through a combination of public and private offerings of debt and equity
securities and the incurrence or assumption of secured debt.
Our primary sources of cash include rent and interest receipts, resident fees and services,
borrowings under the unsecured line of credit arrangement, public and private offerings of debt and
equity securities, proceeds from the sales of real property and principal payments on loans
receivable. Our primary uses of cash include dividend distributions, debt service payments
(including principal and interest), real property investments (including construction advances),
loan advances, property operating expenses and general and administrative expenses. Depending upon
market conditions, we believe that new investments will be available in the future with spreads
over our cost of capital that will generate appropriate returns to our stockholders. We expect to
complete gross new investments of $4,040,300,000 in 2011, comprised of acquisitions/joint ventures
totaling $3,786,961,000 and funded new development of $253,339,000. We anticipate the sale of real
property and the repayment of loans receivable totaling approximately $300,000,000 during 2011. It
is possible that additional loan repayments or sales of real property may occur in the future. To
the extent that loan repayments and real property sales exceed new investments, our revenues and
cash flows from operations could be adversely affected. We expect to reinvest the proceeds from any
loan repayments and real property sales in new investments. To the extent that new investment
requirements exceed our available cash on-hand, we expect to borrow under our unsecured line of
credit arrangement. At March 31, 2011, we had $2,667,995,000 of cash and cash equivalents,
$38,722,000 of restricted cash and $1,150,000,000 of available borrowing capacity under our
unsecured line of credit arrangement.
Key Transactions in 2011
We have completed the following key transactions to date in 2011:
| • | our Board of Directors increased the quarterly cash dividend to $0.715 per common share, as compared to $0.69 per common share for 2010, beginning in May 2011. The dividend declared for the quarter ended March 31, 2011 represents the 160 th consecutive quarterly dividend payment; | ||
| • | we raised $3,534,688,000 of equity and unsecured debt capital in March; | ||
| • | we completed $1,375,404,000 of gross investments and had $25,499,000 of investment payoffs during the three months ended March 31, 2011; and | ||
| • | we completed the $2,400,000,000 Genesis acquisition in April. |
Key Performance Indicators, Trends and Uncertainties
We utilize several key performance indicators to evaluate the various aspects of our business.
These indicators are discussed below and relate to operating performance, concentration risk and
credit strength. Management uses these key performance indicators to facilitate internal and
external comparisons to our historical operating results, in making operating decisions and for
budget planning purposes.
Operating Performance
. We believe that net income attributable to common stockholders (“NICS”)
is the most appropriate earnings measure. Other useful supplemental measures of our operating
performance include funds from operations (“FFO”) and net operating income (“NOI”); however, these
supplemental measures are not defined by U.S. generally accepted accounting principles (“U.S.
GAAP”). Please refer to the section entitled “Non-GAAP Financial Measures” for further discussion
and reconciliations of FFO and NOI. These earnings measures and their relative per share amounts
are widely used by investors and analysts in the valuation, comparison and investment
recommendations of companies. The following table reflects the recent historical trends of our
operating performance measures for the periods presented (in thousands, except per share data):
25
Table of Contents
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
| Three Months Ended | ||||||||||||||||||||
| March 31, | June 30, | September 30, | December 31, | March 31, | ||||||||||||||||
| 2010 | 2010 | 2010 | 2010 | 2011 | ||||||||||||||||
|
Net income attributable to
common stockholders
|
$ | 25,812 | $ | 45,646 | $ | 1,124 | $ | 34,301 | $ | 23,372 | ||||||||||
|
Funds from operations
|
63,087 | 92,214 | 41,108 | 82,670 | 70,851 | |||||||||||||||
|
Net operating income
(1)
|
143,055 | 157,415 | 164,292 | 175,585 | 201,084 | |||||||||||||||
|
|
||||||||||||||||||||
|
Per share data (fully diluted):
|
||||||||||||||||||||
|
Net income attributable to
common stockholders
|
$ | 0.21 | $ | 0.37 | $ | 0.01 | $ | 0.25 | $ | 0.15 | ||||||||||
|
Funds from operations
|
0.51 | 0.74 | 0.33 | 0.60 | 0.46 | |||||||||||||||
| (1) | Includes our share of net operating income from unconsolidated joint ventures. |
Concentration Risk
. We evaluate our concentration risk in terms of asset mix,
investment mix, customer mix and geographic mix. Concentration risk is a valuable measure in
understanding what portion of our investments could be at risk if certain sectors were to
experience downturns. Asset mix measures the portion of our investments that are real property. In
order to qualify as an equity REIT, at least 75% of our real estate investments must be real
property whereby each property, which includes the land, buildings,
improvements, intangibles and related rights, is owned by us and leased to a tenant pursuant to a
long-term operating lease. Investment mix measures the portion of our investments that relate to
our various property types. Customer mix measures the portion of our investments that relate to our
top five customers. Geographic mix measures the portion of our investments that relate to our top
five states. The following table reflects our recent historical trends of concentration risk for
the periods presented:
| March 31, | June 30, | September 30, | December 31, | March 31, | ||||||||||||||||
| 2010 | 2010 | 2010 | 2010 | 2011 | ||||||||||||||||
|
Asset mix:
|
||||||||||||||||||||
|
Real property
|
88 | % | 88 | % | 90 | % | 91 | % | 92 | % | ||||||||||
|
Real estate loans receivable
|
7 | % | 7 | % | 5 | % | 5 | % | 4 | % | ||||||||||
|
Joint venture investments
|
5 | % | 5 | % | 5 | % | 4 | % | 4 | % | ||||||||||
|
|
||||||||||||||||||||
|
Investment mix:
(1)
|
||||||||||||||||||||
|
Senior housing triple-net
|
38 | % | 39 | % | 34 | % | 37 | % | 33 | % | ||||||||||
|
Skilled nursing facilities
|
22 | % | 21 | % | 18 | % | 14 | % | 12 | % | ||||||||||
|
Senior housing operating
|
0 | % | 0 | % | 10 | % | 12 | % | 22 | % | ||||||||||
|
Hospitals
|
10 | % | 10 | % | 10 | % | 9 | % | 8 | % | ||||||||||
|
Medical office buildings
|
25 | % | 25 | % | 23 | % | 24 | % | 22 | % | ||||||||||
|
Life science buildings
|
5 | % | 5 | % | 5 | % | 4 | % | 3 | % | ||||||||||
|
|
||||||||||||||||||||
|
Customer mix:
(1)
|
||||||||||||||||||||
|
Benchmark Senior Living
|
9 | % | ||||||||||||||||||
|
Merrill Gardens LLC
|
10 | % | 8 | % | 7 | % | ||||||||||||||
|
Brandywine Senior Living, LLC
|
7 | % | 6 | % | ||||||||||||||||
|
Senior Living Communities, LLC
|
8 | % | 8 | % | 8 | % | 7 | % | 6 | % | ||||||||||
|
Senior Star Living
|
5 | % | 5 | % | ||||||||||||||||
|
Brookdale Senior Living, Inc.
|
5 | % | 4 | % | 4 | % | 4 | % | ||||||||||||
|
Aurora Health Care, Inc.
|
5 | % | 5 | % | 4 | % | ||||||||||||||
|
Signature Healthcare LLC
|
4 | % | 4 | % | 4 | % | ||||||||||||||
|
Emeritus Corporation
|
4 | % | 3 | % | ||||||||||||||||
|
Remaining customers
|
74 | % | 76 | % | 70 | % | 69 | % | 67 | % | ||||||||||
|
|
||||||||||||||||||||
|
Geographic mix:
(1)
|
||||||||||||||||||||
|
California
|
9 | % | 9 | % | 11 | % | 10 | % | 10 | % | ||||||||||
|
Massachusetts
|
11 | % | 11 | % | 9 | % | 7 | % | 10 | % | ||||||||||
|
Florida
|
12 | % | 11 | % | 10 | % | 10 | % | 9 | % | ||||||||||
|
Texas
|
10 | % | 10 | % | 9 | % | 8 | % | 8 | % | ||||||||||
|
Washington
|
7 | % | 6 | % | 6 | % | ||||||||||||||
|
Wisconsin
|
7 | % | 7 | % | ||||||||||||||||
|
Remaining states
|
51 | % | 52 | % | 54 | % | 59 | % | 57 | % | ||||||||||
| (1) | Includes our share of unconsolidated joint venture investments. |
26
Table of Contents
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Credit Strength.
We measure our credit strength both in terms of leverage ratios and
coverage ratios. Our leverage ratios include debt to book capitalization and debt to market
capitalization. The leverage ratios indicate how much of our balance sheet capitalization is
related to long-term debt. The coverage ratios indicate our ability to service interest and fixed
charges (interest, secured debt principal amortization and preferred dividends). We expect to
maintain capitalization ratios and coverage ratios sufficient to maintain compliance with our debt
covenants. The coverage ratios are based on earnings before interest, taxes, depreciation and
amortization (“EBITDA”) which is discussed in further detail, and reconciled to net income, below
in “Non-GAAP Financial Measures.” Leverage ratios and coverage ratios are widely used by investors,
analysts and rating agencies in the valuation, comparison, investment recommendations and rating of
companies. The following table reflects the recent historical trends for our credit strength
measures for the periods presented:
| Three Months Ended | ||||||||||||||||||||
| March 31, | June 30, | September 30, | December 31, | March 31, | ||||||||||||||||
| 2010 | 2010 | 2010 | 2010 | 2011 | ||||||||||||||||
|
Debt to book capitalization ratio
|
43 | % | 46 | % | 45 | % | 49 | % | 48 | % | ||||||||||
|
Debt to undepreciated book
capitalization ratio
|
39 | % | 41 | % | 41 | % | 45 | % | 45 | % | ||||||||||
|
Debt to market capitalization ratio
|
32 | % | 36 | % | 34 | % | 38 | % | 37 | % | ||||||||||
|
|
||||||||||||||||||||
|
Interest coverage ratio
|
3.08 | x | 3.48 | x | 2.25 | x | 3.02 | x | 2.75 | x | ||||||||||
|
Fixed charge coverage ratio
|
2.44 | x | 2.78 | x | 1.86 | x | 2.51 | x | 2.22 | x | ||||||||||
We evaluate our key performance indicators in conjunction with current expectations
to determine if historical trends are indicative of future results. Our expected results may not be
achieved and actual results may differ materially from our expectations. Factors that may cause
actual results to differ from expected results are described in more detail in “Forward-Looking
Statements and Risk Factors” and other sections of this Quarterly Report on Form 10-Q. Management
regularly monitors economic and other factors to develop strategic and tactical plans designed to
improve performance and maximize our competitive position. Our ability to achieve our financial
objectives is dependent upon our ability to effectively execute these plans and to appropriately
respond to emerging economic and company-specific trends. Please refer to our Annual Report on Form
10-K for the year ended December 31, 2010 under the headings “Business,” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” for further discussion of
these risk factors.
Portfolio Update
Net operating income
. The primary performance measure for our properties is net operating
income (“NOI”) as discussed below in “Non-GAAP Financial Measures.” The following table summarizes
our net operating income for the periods indicated (in thousands):
| Three Months Ended | ||||||||||||||||||||
| March 31, | June 30, | September 30, | December 31, | March 31, | ||||||||||||||||
| 2010 | 2010 | 2010 | 2010 | 2011 | ||||||||||||||||
|
Net operating income:
|
||||||||||||||||||||
|
Senior housing triple-net
|
$ | 102,307 | $ | 107,620 | $ | 107,535 | $ | 105,008 | $ | 115,626 | ||||||||||
|
Senior housing operating
|
— | — | 4,816 | 13,569 | 22,014 | |||||||||||||||
|
Medical facilities
(1)
|
40,517 | 48,983 | 51,710 | 55,411 | 62,913 | |||||||||||||||
|
Non-segment/corporate
|
231 | 812 | 231 | 1,597 | 531 | |||||||||||||||
|
Net operating income
|
$ | 143,055 | $ | 157,415 | $ | 164,292 | $ | 175,585 | $ | 201,084 | ||||||||||
| (1) | Includes our share of net operating income from unconsolidated joint ventures. |
Payment coverage
. Payment coverage of our triple-net operators continues to remain
strong. Our overall payment coverage is at 2.07 times. The table below reflects our recent
historical trends of portfolio coverage. Coverage data reflects the 12 months ended for the periods
presented. CBMF represents the ratio of our customers’ earnings before interest, taxes,
depreciation, amortization, rent and management fees to contractual rent or interest due us. CAMF
represents the ratio of our customers’ earnings before interest, taxes, depreciation, amortization
and rent (but after imputed management fees) to contractual rent or interest due us.
27
Table of Contents
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
| December 31, 2008 | December 31, 2009 | December 31, 2010 | ||||||||||||||||||||||
| CBMF | CAMF | CBMF | CAMF | CBMF | CAMF | |||||||||||||||||||
|
Senior housing triple-net
|
1.49x | 1.27x | 1.49x | 1.28x | 1.55x | 1.33x | ||||||||||||||||||
|
Skilled nursing facilities
|
2.25x | 1.64x | 2.29x | 1.68x | 2.38x | 1.76x | ||||||||||||||||||
|
Hospitals
|
2.36x | 1.95x | 2.39x | 2.07x | 2.57x | 2.24x | ||||||||||||||||||
|
Weighted averages
|
1.97x | 1.53x | 1.99x | 1.57x | 2.07x | 1.65x | ||||||||||||||||||
Corporate Governance
Maintaining investor confidence and trust has become increasingly important in today’s
business environment. Our Board of Directors and management are strongly committed to policies and
procedures that reflect the highest level of ethical business practices. Our corporate governance
guidelines provide the framework for our business operations and emphasize our commitment to
increase stockholder value while meeting all applicable legal requirements. These guidelines meet
the listing standards adopted by the New York Stock Exchange and are available on our website at
www.hcreit.com.
Liquidity and Capital Resources
Sources and Uses of Cash
Our primary sources of cash include rent and interest receipts, borrowings under the unsecured
line of credit arrangement, public and private offerings of debt and equity securities, proceeds
from the sales of real property and principal payments on loans receivable. Our primary uses of
cash include dividend distributions, debt service payments (including principal and interest), real
property investments (including construction advances), loan advances and general and
administrative expenses. These sources and
uses of cash are reflected in our Consolidated Statements of Cash Flows and are discussed in
further detail below.
The following is a summary of our sources and uses of cash flows (dollars in thousands):
| Three Months Ended | Change | |||||||||||||||
| March 31, 2011 | March 31, 2010 | $ | % | |||||||||||||
|
Cash and cash equivalents at beginning of period
|
$ | 131,570 | $ | 35,476 | $ | 96,094 | 271 | % | ||||||||
|
Cash provided from operating activities
|
115,112 | 92,488 | 22,624 | 24 | % | |||||||||||
|
Cash used in investing activities
|
(612,705 | ) | (291,863 | ) | (320,842 | ) | 110 | % | ||||||||
|
Cash provided from financing activities
|
3,034,018 | 200,457 | 2,833,561 | 1,414 | % | |||||||||||
|
Cash and cash equivalents at end of period
|
$ | 2,667,995 | $ | 36,558 | $ | 2,631,437 | 7,198 | % | ||||||||
Operating Activities
. The change in net cash provided from operating activities is
primarily attributable to an increase in net income, excluding gains/losses on sales of properties,
depreciation and amortization and debt extinguishment charges. These items are discussed below in
“Results of Operations.” The following is a summary of our straight-line rent and above/below
market lease amortization (dollars in thousands):
| Three Months Ended | Change | |||||||||||||||
| March 31, 2011 | March 31, 2010 | $ | % | |||||||||||||
|
Gross straight-line rental income
|
$ | 5,030 | $ | 4,453 | $ | 577 | 13 | % | ||||||||
|
Cash receipts due to real property sales
|
(250 | ) | — | (250 | ) | n/a | ||||||||||
|
Prepaid rent receipts
|
(3,362 | ) | (1,738 | ) | (1,624 | ) | 93 | % | ||||||||
|
Amortization related to below (above) market leases, net
|
658 | 487 | 171 | 35 | % | |||||||||||
|
|
||||||||||||||||
|
|
$ | 2,076 | $ | 3,202 | $ | (1,126 | ) | -35 | % | |||||||
|
|
||||||||||||||||
Gross straight-line rental income represents the non-cash difference between contractual
cash rent due and the average rent recognized pursuant to U.S. GAAP for leases with fixed rental
escalators, net of collectability reserves. This amount is positive in the first half of a lease
term (but declining every year due to annual increases in cash rent due) and is negative in the
second half of a lease term. The fluctuation in cash receipts due to real property sales is
attributable to the lack of straight-line rent receivable balances on properties sold during the
current year. The fluctuation in prepaid rent receipts is primarily due to changes in prepaid rent
received at certain construction projects.
28
Table of Contents
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Investing Activities
. The changes in net cash used in investing activities are primarily
attributable to net changes in real property and real estate loans receivable. The following is a
summary of our investment and disposition activities (dollars in thousands):
| Three Months Ended | ||||||||||||||||||||||||
| March 31, 2011 | March 31, 2010 | |||||||||||||||||||||||
| Senior Housing | Medical | Senior Housing | Medical | |||||||||||||||||||||
| Triple-net | Facilities | Totals | Triple-net | Facilities | Totals | |||||||||||||||||||
|
Advances on real estate loans receivable:
|
||||||||||||||||||||||||
|
Investments in new loans
|
$ | 11,807 | $ | — | $ | 11,807 | $ | 634 | $ | — | $ | 634 | ||||||||||||
|
Draws on existing loans
|
8,824 | 2,481 | 11,305 | 10,517 | — | 10,517 | ||||||||||||||||||
|
|
||||||||||||||||||||||||
|
Net cash advances on real estate loans
|
20,631 | 2,481 | 23,112 | 11,151 | — | 11,151 | ||||||||||||||||||
|
Receipts on real estate loans receivable:
|
||||||||||||||||||||||||
|
Loan payoffs
|
7,607 | — | 7,607 | 1,599 | — | 1,599 | ||||||||||||||||||
|
Principal payments on loans
|
2,653 | 2,081 | 4,734 | 3,067 | — | 3,067 | ||||||||||||||||||
|
|
||||||||||||||||||||||||
|
Total receipts on real estate loans
|
10,260 | 2,081 | 12,341 | 4,666 | — | 4,666 | ||||||||||||||||||
|
|
||||||||||||||||||||||||
|
Net advances (receipts) on real estate loans
|
$ | 10,371 | $ | 400 | $ | 10,771 | $ | 6,485 | $ | — | $ | 6,485 | ||||||||||||
|
|
||||||||||||||||||||||||
| Three Months Ended | ||||||||||||||||
| March 31, 2011 | March 31, 2010 | |||||||||||||||
| Properties | Amount | Properties | Amount | |||||||||||||
|
Real property acquisitions:
|
||||||||||||||||
|
Senior housing operating
|
46 | $ | 1,126,130 | — | $ | — | ||||||||||
|
Senior housing triple-net
|
7 | 113,364 | — | — | ||||||||||||
|
Medical office buildings
|
— | — | 17 | 223,152 | ||||||||||||
|
Land parcels
|
1 | 9,396 | — | — | ||||||||||||
|
|
||||||||||||||||
|
Total acquisitions
|
54 | 1,248,890 | 17 | 223,152 | ||||||||||||
|
Less: Assumed debt
|
(592,711 | ) | (108,244 | ) | ||||||||||||
|
Assumed other items, net
|
(71,788 | ) | (31,048 | ) | ||||||||||||
|
|
||||||||||||||||
|
Cash disbursed for acquisitions
|
584,391 | 83,860 | ||||||||||||||
|
Construction in progress cash additions
|
90,688 | 70,491 | ||||||||||||||
|
Capital improvements to existing properties
|
9,598 | 7,460 | ||||||||||||||
|
|
||||||||||||||||
|
Total cash invested in real property
|
684,677 | 161,811 | ||||||||||||||
|
|
||||||||||||||||
|
Real property dispositions:
|
||||||||||||||||
|
Senior housing triple-net
|
14 | 17,892 | 2 | 25,097 | ||||||||||||
|
Medical facilities
|
— | — | 2 | 6,244 | ||||||||||||
|
|
||||||||||||||||
|
Total dispositions
|
14 | 17,892 | 4 | 31,341 | ||||||||||||
|
Less: Gains (losses) on sales of real property
|
26,156 | 6,718 | ||||||||||||||
|
|
||||||||||||||||
|
Proceeds from real property sales
|
44,048 | 38,059 | ||||||||||||||
|
|
||||||||||||||||
|
|
||||||||||||||||
|
Net cash investments in real property
|
40 | $ | 640,629 | 13 | $ | 123,752 | ||||||||||
|
|
||||||||||||||||
Financing Activities
. The changes in net cash provided from or used in financing
activities are primarily attributable to changes related to our long-term debt arrangements,
proceeds from the issuance of common stock and dividend payments.
For the three months ended March 31, 2011, we had a net decrease of $300,000,000 on our
unsecured line of credit arrangement as compared to a net increase of $285,000,000 for the same
period in 2010. The change in our senior unsecured notes is due to (i) the issuance of $400,000,000
of 3.625% senior unsecured notes due 2016, $600,000,000 of 5.25% senior unsecured notes due 2022
and $400,000,000 of 6.50% senior unsecured notes due 2041 in March 2011; (ii) the issuance of
$342,394,000 of convertible senior unsecured notes in March 2010; and (iii) the repurchase of
$302,118,000 of convertible senior unsecured notes in March 2010.
We may repurchase, redeem or refinance convertible and non-convertible senior unsecured notes
from time to time, taking advantage of favorable market conditions when available. We may purchase
senior notes for cash through open market purchases, privately negotiated transactions, a tender
offer or, in some cases, through the early redemption of such securities pursuant to their terms.
The non-convertible senior unsecured notes are redeemable at our option, at any time in whole or
from time to time in part, at a redemption price equal to the sum of (1) the principal amount of
the notes (or portion of such notes) being redeemed plus accrued
29
Table of Contents
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
and unpaid interest thereon up to
the redemption date and (2) any “make-whole” amount due under the terms of the notes in connection
with early redemptions. We cannot redeem the March and June 2010 convertible senior unsecured
notes prior to December 1, 2014 unless such redemption is necessary to preserve our status as a
REIT. However, on or after December 1, 2014, we may from time to time at our option redeem those
notes, in whole or in part, for cash, at a redemption price equal to 100% of the principal amount
of the notes we redeem, plus any accrued and unpaid interest to, but excluding, the redemption
date. Redemptions and repurchases of debt, if any, will depend on prevailing market conditions,
our liquidity requirements, contractual restrictions and other factors.
The following is a summary of our common stock issuances for the three months ended March 31,
2011 and 2010 (dollars in thousands, except per share amounts):
| Shares Issued | Average Price | Gross Proceeds | Net Proceeds | |||||||||||||
|
2010 Dividend reinvestment plan issuances
|
385,875 | $ | 42.00 | $ | 16,208 | $ | 16,208 | |||||||||
|
2010 Option exercises
|
42,287 | 37.43 | 1,583 | 1,583 | ||||||||||||
|
|
||||||||||||||||
|
2010 Totals
|
428,162 | $ | 17,791 | $ | 17,791 | |||||||||||
|
|
||||||||||||||||
|
|
||||||||||||||||
|
March 2011 public issuance
|
28,750,000 | $ | 49.25 | $ | 1,415,938 | $ | 1,358,694 | |||||||||
|
2011 Dividend reinvestment plan issuances
|
574,652 | 48.42 | 27,822 | 27,822 | ||||||||||||
|
2011 Option exercises
|
37,922 | 42.24 | 1,602 | 1,602 | ||||||||||||
|
|
||||||||||||||||
|
2011 Totals
|
29,362,574 | $ | 1,445,362 | $ | 1,388,118 | |||||||||||
|
|
||||||||||||||||
In order to qualify as a REIT for federal income tax purposes, we must distribute at
least 90% of our taxable income (including 100% of capital gains) to our stockholders. The increase
in dividends is primarily attributable to an increase in our common shares outstanding. The
following is a summary of our dividend payments (in thousands, except per share amounts):
| Three Months Ended | ||||||||||||||||
| March 31, 2011 | March 31, 2010 | |||||||||||||||
| Per Share | Amount | Per Share | Amount | |||||||||||||
|
Common Stock
|
$ | 0.6900 | $ | 102,040 | $ | 0.6800 | $ | 84,523 | ||||||||
|
Series D Preferred Stock
|
0.4922 | 1,969 | 0.4922 | 1,969 | ||||||||||||
|
Series E Preferred Stock
|
— | — | 0.3750 | 28 | ||||||||||||
|
Series F Preferred Stock
|
0.4766 | 3,336 | 0.4766 | 3,336 | ||||||||||||
|
Series G Preferred Stock
|
— | — | 0.4688 | 176 | ||||||||||||
|
Series H Preferred Stock
|
0.3750 | 131 | ||||||||||||||
|
Series I Preferred Stock
|
0.2257 | 3,244 | ||||||||||||||
|
|
||||||||||||||||
|
Totals
|
$ | 110,720 | $ | 90,032 | ||||||||||||
|
|
||||||||||||||||
Off-Balance Sheet Arrangements
During the three months ended March 31, 2010, we entered into a joint venture investment with
Forest City Enterprises (NYSE:FCE.A and FCE.B). In connection with this transaction, we invested
$174,692,000 of cash which is recorded as an equity investment on the balance sheet. Our share of
the non-recourse secured debt assumed by the joint venture was approximately $156,729,000 with
weighted-average interest rates of 7.1%. Also during the year ended December 31, 2010, we entered
into a joint venture investment with a national medical office building company. In connection
with this transaction, we invested $21,321,000 of cash which is recorded as an equity investment on
our balance sheet. Our share of non-recourse debt was approximately $24,609,000 with weighted
average interest rates of 6.06%. Please see Note 7 to our unaudited consolidated financial
statements for additional information.
We are exposed to various market risks, including the potential loss arising from adverse
changes in interest rates. We may or may not elect to use financial derivative instruments to hedge
interest rate exposure. These decisions are principally based on the general trend in interest
rates at the applicable dates, our perception of the future volatility of interest rates and our
relative levels of variable rate debt and variable rate investments. Please see Note 11 to our
unaudited consolidated financial statements for additional information.
At March 31, 2011, we had five outstanding letter of credit obligations totaling $5,482,932
and expiring between 2011 and 2013. Please see Note 12 to our unaudited consolidated financial
statements for additional information.
30
Table of Contents
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Contractual Obligations
The following table summarizes our payment requirements under contractual obligations as of
March 31, 2011 (in thousands):
| Payments Due by Period | ||||||||||||||||||||
| Contractual Obligations | Total | 2011 | 2012-2013 | 2014-2015 | Thereafter | |||||||||||||||
|
Unsecured line of credit arrangement
|
$ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||
|
Senior unsecured notes
(1)
|
4,464,930 | — | 376,853 | 250,000 | 3,838,077 | |||||||||||||||
|
Secured debt
(1)
|
1,691,706 | 19,761 | 290,877 | 349,483 | 1,031,585 | |||||||||||||||
|
Contractual interest obligations
|
3,214,516 | 234,185 | 630,924 | 545,119 | 1,804,288 | |||||||||||||||
|
Capital lease obligations
|
8,813 | 85 | 299 | 8,429 | — | |||||||||||||||
|
Operating lease obligations
|
230,190 | 4,714 | 10,658 | 10,456 | 204,362 | |||||||||||||||
|
Purchase obligations
|
2,624,541 | 2,510,882 | 95,613 | 18,046 | — | |||||||||||||||
|
Other long-term liabilities
|
4,890 | 1,614 | — | 866 | 2,410 | |||||||||||||||
|
|
||||||||||||||||||||
|
Total contractual obligations
|
$ | 12,239,586 | $ | 2,771,241 | $ | 1,405,224 | $ | 1,182,399 | $ | 6,880,722 | ||||||||||
|
|
||||||||||||||||||||
| (1) | Amounts represent principal amounts due and do not reflect unamortized premiums/discounts or other fair value adjustments as reflected on the balance sheet. |
At March 31, 2011, we had an unsecured line of credit arrangement with a consortium
of sixteen banks in the amount of $1.15 billion, which is scheduled to expire on August 6, 2012.
Borrowings under the agreement are subject to interest payable in periods no longer than three
months at either the agent bank’s prime rate of interest or the applicable margin over LIBOR
interest rate, at our option (0.85% at March 31, 2011). The applicable margin is based on certain
of our debt ratings and was 0.6% at March 31, 2011. In addition, we pay a facility fee annually to
each bank based on the bank’s commitment amount. The facility fee depends on certain of our debt
ratings and was 0.15% at March 31, 2011. We also pay an annual agent’s fee of $50,000. Principal is
due upon expiration of the agreement.
We have $4,464,930,000 of senior unsecured notes principal outstanding with fixed annual
interest rates ranging from 3.00% to
8.00%, payable semi-annually. Total contractual interest obligations on senior unsecured notes
totaled $2,560,151,700 at March 31, 2011. A total of $788,077,000 of our senior unsecured notes are
convertible notes that also contain put features. Please see Note 10 to our unaudited consolidated
financial statements for additional information.
Additionally, we have secured debt with total outstanding principal of $1,691,706,000,
collateralized by owned properties, with fixed annual interest rates ranging from 3.86% to 10.00%,
payable monthly. The carrying values of the properties securing the debt totaled $2,807,594,000 at
March 31, 2011. Total contractual interest obligations on secured debt totaled $654,363,962 at
March 31, 2011.
At March 31, 2011, we had operating lease obligations of $230,190,000 relating primarily to
ground leases at certain of our properties and office space leases. One lease related to a senior
housing triple-net facility contains a bargain purchase option and has been classified as a capital
lease.
Purchase obligations include $2,400,000,000 representing the cash portion of the Genesis
HealthCare Corporation acquisition price. This acquisition was completed on April 1, 2011. See
Note 18 to our consolidated financial statements for additional information. Purchase obligations
also include unfunded construction commitments and contingent purchase obligations. At March 31,
2011, we had outstanding construction financings of $353,812,000 for leased properties and were
committed to providing additional financing of approximately $193,552,000 to complete construction.
At March 31, 2011, we had contingent purchase obligations totaling $30,989,000. These contingent
purchase obligations relate to unfunded capital improvement obligations. Upon funding, amounts due
from the tenant are increased to reflect the additional investment in the property.
Other long-term liabilities relate to our Supplemental Executive Retirement Plan (“SERP”) and
a non-compete agreement. We have a SERP, a non-qualified defined benefit pension plan, which
provides certain executive officers with supplemental deferred retirement benefits. The SERP
provides an opportunity for participants to receive retirement benefits that cannot be paid under
our tax-qualified plans because of the restrictions imposed by ERISA and the Internal Revenue Code
of 1986, as amended. Benefits are based on compensation and length of service and the SERP is
unfunded. We expect to contribute $1,500,000 to the SERP during the 2011 fiscal year. Benefit
payments are expected to total $2,367,000 during the next five fiscal years and $2,410,000
thereafter. We use a December 31 measurement date for the SERP. The accrued liability on our
balance sheet for the SERP was $4,230,000 and $4,066,000 at March 31, 2011 and December 31, 2010,
respectively.
In connection with the Windrose merger, we entered into a consulting agreement with Frederick
L. Farrar, which expired in
31
Table of Contents
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
December 2008. We entered into a new consulting agreement with Mr.
Farrar in December 2008, which expired in December 2009. Mr. Farrar agreed not to compete with us
for a period of two years following the expiration of the agreement. In exchange for complying with
the covenant not to compete, Mr. Farrar receives eight quarterly payments of $37,500, with the
first payment to be made on the date of expiration of the agreement. The first payment to Mr.
Farrar was made in January 2010 and the final payment will be made in September 2011.
Capital Structure
As of March 31, 2011, we had total equity of $6,770,603,000 and a total outstanding debt
balance of $6,139,823,000, which represents a debt to total book capitalization ratio of 48%. Our
ratio of debt to market capitalization was 37% at March 31, 2011. For the three months ended March
31, 2011, our interest coverage ratio was 2.75x and our fixed charge coverage ratio was 2.22x.
Also, at March 31, 2011, we had $2,667,995,000 of cash and cash equivalents, $38,722,000 of
restricted cash and $1,150,000,000 of available borrowing capacity under our unsecured line of
credit arrangement.
Our debt agreements contain various covenants, restrictions and events of default. Certain
agreements require us to maintain certain financial ratios and minimum net worth and impose certain
limits on our ability to incur indebtedness, create liens and make investments or acquisitions. As
of March 31, 2011, we were in compliance with all of the covenants under our debt agreements.
Please refer to the section entitled “Non-GAAP Financial Measures” for further discussion. None of
our debt agreements contain provisions for acceleration which could be triggered by our debt
ratings. However, under our unsecured line of credit arrangement, the ratings on our senior
unsecured notes are used to determine the fees and interest charged.
We plan to manage the company to maintain compliance with our debt covenants and with a
capital structure consistent with our current profile. Any downgrades in terms of ratings or
outlook by any or all of the rating agencies could have a material adverse impact on our cost and
availability of capital, which could in turn have a material adverse impact on our consolidated
results of operations, liquidity and/or financial condition.
On May 7, 2009, we filed an open-ended automatic or “universal” shelf registration statement
with the Securities and Exchange Commission covering an indeterminate amount of future offerings of
debt securities, common stock, preferred stock, depositary shares, warrants and units. As of April
30, 2011, we had an effective registration statement on file in connection with our enhanced
dividend reinvestment plan under which we may issue up to 10,000,000 shares of common stock. As of
April 30, 2011, 7,829,813 shares of common stock remained available for issuance under this
registration statement. We have entered into separate Equity Distribution Agreements with UBS
Securities LLC, RBS Securities Inc., KeyBanc Capital Markets Inc. and Credit Agricole Securities
(USA) Inc. relating to the offer and sale from time to time of up to $250,000,000 aggregate amount
of our common stock (“Equity
Shelf Program”). As of April 30, 2011, we had $119,985,000 of remaining capacity under the Equity
Shelf Program. Depending upon market conditions, we anticipate issuing securities under our
registration statements to invest in additional properties and to repay borrowings under our
unsecured line of credit arrangement.
Results of Operations
Our primary sources of revenue include rent and interest. Our primary expenses include
interest expense, depreciation and amortization, property operating expenses and general and
administrative expenses. These revenues and expenses are reflected in our Consolidated Statements
of Income and are discussed in further detail below. The following is a summary of our results of
operations (dollars in thousands, except per share amounts):
| Three Months Ended | ||||||||||||||||
| March 31, | March 31, | Change | ||||||||||||||
| 2011 | 2010 | Amount | % | |||||||||||||
|
Net income attributable to
common stockholders
|
$ | 23,372 | $ | 25,812 | $ | (2,440 | ) | -9 | % | |||||||
|
Funds from operations
|
70,851 | 63,087 | 7,764 | 12 | % | |||||||||||
|
EBITDA
|
166,037 | 105,344 | 60,693 | 58 | % | |||||||||||
|
Net operating income
|
201,084 | 143,055 | 58,029 | 41 | % | |||||||||||
|
|
||||||||||||||||
|
Per share data (fully diluted):
|
||||||||||||||||
|
Net income attributable to
common stockholders
|
$ | 0.15 | $ | 0.21 | $ | (0.06 | ) | -29 | % | |||||||
|
Funds from operations
|
0.46 | 0.51 | (0.05 | ) | -10 | % | ||||||||||
|
|
||||||||||||||||
|
Interest coverage ratio
|
2.75 | x | 3.08 | x | -0.33 | x | -11 | % | ||||||||
|
Fixed charge coverage ratio
|
2.22 | x | 2.44 | x | -0.22 | x | -9 | % | ||||||||
32
Table of Contents
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
We evaluate our business and make resource allocations on our three business
segments: senior housing triple-net, senior housing operating and medical facilities. Please see
Note 17 to our unaudited consolidated financial statements for additional information.
Senior Housing Triple-net
The following is a summary of our results of operations for the senior housing triple-net
segment (dollars in thousands):
| Three Months Ended | Change | |||||||||||||||
| March 31, | March 31, | |||||||||||||||
| 2011 | 2010 | $ | % | |||||||||||||
|
Revenues:
|
||||||||||||||||
|
Rental income
|
$ | 103,337 | $ | 85,246 | $ | 18,091 | 21 | % | ||||||||
|
Interest income
|
9,378 | 8,575 | 803 | 9 | % | |||||||||||
|
Other income
|
507 | 494 | 13 | 3 | % | |||||||||||
|
|
||||||||||||||||
|
|
113,222 | 94,315 | 18,907 | 20 | % | |||||||||||
|
Expenses:
|
||||||||||||||||
|
Interest expense
|
1,633 | 3,165 | (1,532 | ) | -48 | % | ||||||||||
|
Depreciation and amortization
|
29,664 | 23,470 | 6,194 | 26 | % | |||||||||||
|
Transaction costs
|
3,996 | 5,019 | (1,023 | ) | -20 | % | ||||||||||
|
|
||||||||||||||||
|
|
35,293 | 31,654 | 3,639 | 11 | % | |||||||||||
|
|
||||||||||||||||
|
Income from continuing
operations
|
77,929 | 62,661 | 15,268 | 24 | % | |||||||||||
|
Discontinued operations:
|
||||||||||||||||
|
Gain on sales
of properties
|
26,156 | 5,728 | 20,428 | 357 | % | |||||||||||
|
Impairment of assets
|
(202 | ) | — | (202 | ) | n/a | ||||||||||
|
Income from
discontinued
operations, net
|
679 | 3,557 | (2,878 | ) | -81 | % | ||||||||||
|
|
||||||||||||||||
|
Discontinued operations, net
|
26,633 | 9,285 | 17,348 | 187 | % | |||||||||||
|
|
||||||||||||||||
|
Net income attributable to
common stockholders
|
$ | 104,562 | $ | 71,946 | $ | 32,616 | 45 | % | ||||||||
|
|
||||||||||||||||
The increase in rental income is primarily attributable to acquisitions and the
conversion of newly constructed senior housing triple-net properties subsequent to March 31, 2010
from which we receive rent. Certain of our leases contain annual rental escalators that are
contingent upon changes in the Consumer Price Index and/or changes in the gross operating revenues
of the tenant’s properties. These escalators are not fixed, so no straight-line rent is recorded;
however, rental income is recorded based on the contractual cash rental payments due for the
period. If gross operating revenues at our facilities and/or the Consumer Price Index do not
increase, a portion of our revenues may not continue to increase. Sales of real property would
offset revenue increases and, to the extent that they exceed new acquisitions, could result in
decreased revenues. Our leases could renew above or below current rent rates, resulting in an
increase or decrease in rental income.
Interest expense for the three months ended March 31, 2011 and 2010 represents $2,066,000 and
$4,671,000, respectively, of secured debt interest expense offset by interest allocated to
discontinued operations. The change in secured debt interest expense is due to the net effect and
timing of assumptions, extinguishments and principal amortizations. The following is a summary of
our senior housing triple-net property secured debt principal activity (dollars in thousands):
| Three Months Ended | Three Months Ended | |||||||||||||||
| March 31, 2011 | March 31, 2010 | |||||||||||||||
| Weighted Avg. | Weighted Avg. | |||||||||||||||
| Amount | Interest Rate | Amount | Interest Rate | |||||||||||||
|
Beginning balance
|
$ | 172,862 | 5.265 | % | $ | 298,492 | 5.998 | % | ||||||||
|
Debt assumed
|
6,612 | 4.590 | % | — | 0.000 | % | ||||||||||
|
Principal payments
|
(694 | ) | 5.624 | % | (1,341 | ) | 6.011 | % | ||||||||
|
|
||||||||||||||||
|
Ending balance
|
$ | 178,780 | 5.236 | % | $ | 297,151 | 5.997 | % | ||||||||
|
|
||||||||||||||||
|
Monthly averages
|
$ | 176,935 | 5.247 | % | $ | 297,850 | 5.998 | % | ||||||||
33
Table of Contents
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Depreciation and amortization increased primarily as a result of the conversions of newly
constructed investment properties subsequent to March 31, 2010. To the extent that we acquire or
dispose of additional properties in the future, our provision for depreciation and amortization
will change accordingly.
Transaction costs for the three months ended March 31, 2011 were incurred in connection with
the Genesis transaction and other acquisitions.
During the three months ended March 31, 2011, we sold 14 senior housing triple-net properties.
Additionally, at March 31, 2011 we had 18 senior housing triple-net facilities that satisfied the
requirements for held for sale treatment. We recorded an impairment charge of $202,000 related to
two of these facilities to adjust the carrying values to estimated fair values less costs to sell
based on current sales price expectations. The following illustrates the reclassification impact
as a result of classifying the properties sold subsequent to January 1, 2010 or held for sale at
March 31, 2011 as discontinued operations for the periods presented. Please refer to Note 5 to our
unaudited consolidated financial statements for further discussion.
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2011 | 2010 | |||||||
|
Rental income
|
$ | 2,404 | $ | 7,992 | ||||
|
Expenses:
|
||||||||
|
Interest expense
|
433 | 1,506 | ||||||
|
Provision for depreciation
|
1,292 | 2,929 | ||||||
|
|
||||||||
|
Income from discontinued operations, net
|
$ | 679 | $ | 3,557 | ||||
|
|
||||||||
Senior Housing Operating
As discussed in Note 3 to our consolidated financial statements, we completed two senior
housing operating partnerships during the three months ended March 31, 2011. The results of
operations for these partnerships have been included in our consolidated results of operations from
the dates of acquisition. The senior housing operating partnerships were formed using the structure
authorized by the REIT Investment Diversification and Empowerment Act of 2007 (“RIDEA”). When
considering new partnerships utilizing the RIDEA structure, we look for opportunities with
best-in-class operators with a strong seasoned leadership team, high-quality real estate in
attractive markets, growth potential above the rent escalators in our triple-net lease senior
housing portfolio, and alignment of economic interests with our operating partner. Our senior
housing operating partnerships offer us the opportunity for external growth
because we have the right to fund future senior housing investment opportunities sourced by
our operating partners. There were no senior housing operating segment investments prior to
September 1, 2010. The following is a summary of our senior housing operating results of
operations for the three months ended March 31, 2011 (dollars in thousands):
|
Revenues:
|
||||
|
Resident fees and services
|
$ | 71,286 | ||
|
Expenses:
|
||||
|
Interest expense
|
6,527 | |||
|
Property operating expenses
|
49,272 | |||
|
Depreciation and amortization
|
20,131 | |||
|
Transaction costs
|
32,069 | |||
|
|
||||
|
|
107,999 | |||
|
|
||||
|
Income (loss) from continuing operations
before income taxes and income (loss) from
unconsolidated joint ventures
|
(36,713 | ) | ||
|
Income (loss) from unconsolidated joint
ventures
|
(565 | ) | ||
|
|
||||
|
Net income (loss)
|
(37,278 | ) | ||
|
Less: Net income (loss) attributable to
noncontrolling interests
|
(1,407 | ) | ||
|
|
||||
|
Net income (loss) attributable to common
stockholders
|
$ | (35,871 | ) | |
|
|
||||
34
Table of Contents
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Transaction costs for the three months ended March 31, 2011 primarily represent costs
incurred with the Silverado and Benchmark transactions (including due diligence costs, fees for
legal and valuation services, and termination of a pre-existing relationship computed based on the
fair value of the assets acquired), lease termination fees and costs incurred in connection with
the new property acquisitions.
Medical Facilities
The following is a summary of our results of operations for the medical facilities segment
(dollars in thousands):
| Three Months Ended | Change | |||||||||||||||
| March 31, | March 31, | |||||||||||||||
| 2011 | 2010 | $ | % | |||||||||||||
|
Revenues:
|
||||||||||||||||
|
Rental income
|
$ | 66,321 | $ | 50,087 | $ | 16,234 | 32 | % | ||||||||
|
Interest income
|
2,331 | 473 | 1,858 | 393 | % | |||||||||||
|
Other income
|
1,786 | 271 | 1,515 | 559 | % | |||||||||||
|
|
||||||||||||||||
|
|
70,438 | 50,831 | 19,607 | 39 | % | |||||||||||
|
|
||||||||||||||||
|
Expenses:
|
||||||||||||||||
|
Interest expense
|
7,292 | 5,523 | 1,769 | 32 | % | |||||||||||
|
Property operating expenses
|
15,213 | 12,513 | 2,700 | 22 | % | |||||||||||
|
Depreciation and amortization
|
23,681 | 17,182 | 6,499 | 38 | % | |||||||||||
|
Transaction costs
|
— | 2,695 | (2,695 | ) | -100 | % | ||||||||||
|
Provision for loan losses
|
248 | — | 248 | n/a | ||||||||||||
|
|
||||||||||||||||
|
|
46,434 | 37,913 | 8,521 | 22 | % | |||||||||||
|
|
||||||||||||||||
|
Income from continuing operations
before income taxes and income
from unconsolidated joint ventures
|
24,004 | 12,918 | 11,086 | 86 | % | |||||||||||
|
Income tax (expense) benefit
|
(111 | ) | (58 | ) | (53 | ) | 91 | % | ||||||||
|
Income from unconsolidated
joint ventures
|
2,108 | 768 | 1,340 | 174 | % | |||||||||||
|
|
||||||||||||||||
|
Income from continuing operations
|
26,001 | 13,628 | 12,373 | 91 | % | |||||||||||
|
Discontinued operations:
|
||||||||||||||||
|
Gain (loss) on sales of properties
|
— | 990 | (990 | ) | -100 | % | ||||||||||
|
Income (loss) from
discontinued operations, net
|
(829 | ) | (479 | ) | (350 | ) | 73 | % | ||||||||
|
|
||||||||||||||||
|
Discontinued operations, net
|
(829 | ) | 511 | (1,340 | ) | n/a | ||||||||||
|
|
||||||||||||||||
|
Net income (loss)
|
25,172 | 14,139 | 11,033 | 78 | % | |||||||||||
|
Less: Net income (loss) attributable to
noncontrolling interests
|
1,165 | 373 | 792 | 212 | % | |||||||||||
|
|
||||||||||||||||
|
Net income (loss) attributable to
common stockholders
|
$ | 24,007 | $ | 13,766 | $ | 10,241 | 74 | % | ||||||||
|
|
||||||||||||||||
The increase in rental income is primarily attributable to the acquisitions and
construction conversions of medical facilities subsequent to March 31, 2010 from which we receive
rent. Certain of our leases contain annual rental escalators that are contingent upon changes in
the Consumer Price Index. These escalators are not fixed, so no straight-line rent is recorded;
however, rental income is recorded based on the contractual cash rental payments due for the
period. If the Consumer Price Index does not increase, a portion of our revenues may not continue
to increase. Sales of real property would offset revenue increases and, to the extent that they
exceed new acquisitions, could result in decreased revenues. Our leases could renew above or below
current rent rates, resulting in an increase or decrease in rental income. Interest income
decreased from the prior period primarily due to a decline in outstanding balances for medical
facility real estate loans. Other income is attributable to third party management fee income.
Interest expense for the three months ended March 31, 2011 and 2010 represents $7,292,000 and
$5,577,000, respectively, of secured debt interest expense offset by interest allocated to
discontinued operations. The change in secured debt interest expense is primarily due to the net
effect and timing of assumptions, extinguishments and principal amortizations. The following is a
summary of our medical facilities secured debt principal activity (dollars in thousands):
35
Table of Contents
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
| Three Months Ended | Three Months Ended | |||||||||||||||
| March 31, 2011 | March 31, 2010 | |||||||||||||||
| Weighted Avg. | Weighted Avg. | |||||||||||||||
| Amount | Interest Rate | Amount | Interest Rate | |||||||||||||
|
Beginning balance
|
$ | 463,477 | 6.005 | % | $ | 314,065 | 5.677 | % | ||||||||
|
Debt assumed
|
— | 0.000 | % | 106,140 | 7.352 | % | ||||||||||
|
Principal payments
|
(2,924 | ) | 6.057 | % | (1,837 | ) | 5.875 | % | ||||||||
|
|
||||||||||||||||
|
Ending balance
|
$ | 460,553 | 5.996 | % | $ | 418,368 | 6.101 | % | ||||||||
|
|
||||||||||||||||
|
|
||||||||||||||||
|
Monthly averages
|
$ | 462,058 | 5.996 | % | $ | 366,311 | 5.919 | % | ||||||||
The increase in property operating expenses and depreciation and amortization is
primarily attributable to acquisitions and construction conversions of new medical facilities for
which we incur certain property operating expenses offset by property operating expenses associated
with discontinued operations.
Income tax expense is primarily related to third party management fee income.
Income from unconsolidated joint ventures represents our share of net income related to our
joint venture investments with Forest City Enterprises (effective February 2010) and a strategic
medical office partnership (effective January 2011). The following is a summary of our share of
net income from these investments for the periods presented (in thousands):
| Three Months Ended | ||||||||||||||||
| March 31, | March 31, | Change | ||||||||||||||
| 2011 | 2010 | $ | % | |||||||||||||
|
Revenues
|
$ | 12,384 | $ | 3,725 | $ | 8,659 | 232 | % | ||||||||
|
Operating expenses
|
3,868 | 1,101 | 2,767 | 251 | % | |||||||||||
|
|
||||||||||||||||
|
Net operating income
|
8,516 | 2,624 | 5,892 | 225 | % | |||||||||||
|
Depreciation and
amortization
|
3,133 | 775 | 2,358 | 304 | % | |||||||||||
|
Interest expense
|
2,851 | 923 | 1,928 | 209 | % | |||||||||||
|
Asset management fee
|
424 | 158 | 266 | 168 | % | |||||||||||
|
|
||||||||||||||||
|
Net income
|
$ | 2,108 | $ | 768 | $ | 1,340 | 174 | % | ||||||||
|
|
||||||||||||||||
At March 31, 2011, we had one medical facility that satisfied the requirements for held
for sale treatment. The following illustrates the reclassification impact as a result of
classifying the properties sold subsequent to January 1, 2010 or held for sale at March 31, 2011 as
discontinued operations for the periods presented. Please refer to Note 5 to our unaudited
consolidated financial statements for further discussion.
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2011 | 2010 | |||||||
|
Rental income
|
$ | — | $ | 782 | ||||
|
Expenses:
|
||||||||
|
Interest expense
|
— | 54 | ||||||
|
Property operating expenses
|
829 | 1,207 | ||||||
|
|
||||||||
|
Loss from discontinued operations, net
|
$ | (829 | ) | $ | (479 | ) | ||
|
|
||||||||
Net income attributable to non-controlling interests primarily relates to certain
properties that are consolidated in our operating results but where we have less than a 100%
ownership interest.
Non-Segment/Corporate
The following is a summary of our results of operations for the non-segment/corporate
activities (dollars in thousands):
36
Table of Contents
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
| Three Months Ended | ||||||||||||||||
| March 31, | March 31, | Change | ||||||||||||||
| 2011 | 2010 | $ | % | |||||||||||||
|
Revenues:
|
||||||||||||||||
|
Other income
|
$ | 531 | $ | 231 | $ | 300 | 130 | % | ||||||||
|
Expenses:
|
||||||||||||||||
|
Interest expense
|
43,445 | 19,737 | 23,708 | 120 | % | |||||||||||
|
General and administrative
|
17,714 | 16,821 | 893 | 5 | % | |||||||||||
|
Loss (gain) on
extinguishments
of debt
|
— | 18,038 | (18,038 | ) | -100 | % | ||||||||||
|
|
||||||||||||||||
|
|
61,159 | 54,596 | 6,563 | 12 | % | |||||||||||
|
|
||||||||||||||||
|
Loss from continuing operations
before income taxes
|
(60,628 | ) | (54,365 | ) | (6,263 | ) | 12 | % | ||||||||
|
Income tax (expense) benefit
|
(17 | ) | (26 | ) | 9 | -35 | % | |||||||||
|
|
||||||||||||||||
|
Net loss
|
(60,645 | ) | (54,391 | ) | (6,254 | ) | 11 | % | ||||||||
|
Preferred stock dividends
|
8,680 | 5,509 | 3,171 | 58 | % | |||||||||||
|
|
||||||||||||||||
|
Net loss attributable to
common stockholders
|
$ | (69,325 | ) | $ | (59,900 | ) | $ | (9,425 | ) | 16 | % | |||||
|
|
||||||||||||||||
Other income primarily represents income from non-real estate activities such as
interest earned on temporary investments of cash reserves.
The following is a summary of our non-segment/corporate interest expense (dollars in
thousands):
| Three Months Ended | ||||||||||||||||
| March 31, | March 31, | Change | ||||||||||||||
| 2011 | 2010 | $ | % | |||||||||||||
|
Senior unsecured notes
|
$ | 44,457 | $ | 24,066 | $ | 20,391 | 85 | % | ||||||||
|
Secured debt
|
127 | 139 | (12 | ) | -9 | % | ||||||||||
|
Unsecured lines of credit
|
1,271 | 1,040 | 231 | 22 | % | |||||||||||
|
Capitalized interest
|
(4,665 | ) | (7,076 | ) | 2,411 | -34 | % | |||||||||
|
SWAP savings
|
(40 | ) | (40 | ) | — | 0 | % | |||||||||
|
Loan expense
|
2,295 | 1,608 | 687 | 43 | % | |||||||||||
|
|
||||||||||||||||
|
Totals
|
$ | 43,445 | $ | 19,737 | $ | 23,708 | 120 | % | ||||||||
|
|
||||||||||||||||
The change in interest expense on senior unsecured notes is due to the net effect of
issuances and extinguishments. The following is a summary of our senior unsecured note principal
activity (dollars in thousands):
| Three Months Ended | Three Months Ended | |||||||||||||||
| March 31, 2011 | March 31, 2010 | |||||||||||||||
| Weighted Avg. | Weighted Avg. | |||||||||||||||
| Amount | Interest Rate | Amount | Interest Rate | |||||||||||||
|
Beginning balance
|
$ | 3,064,930 | 5.129 | % | $ | 1,661,853 | 5.557 | % | ||||||||
|
Debt issued
|
1,400,000 | 5.143 | % | 342,394 | 3.000 | % | ||||||||||
|
Debt extinguished
|
— | (302,118 | ) | 4.750 | % | |||||||||||
|
|
||||||||||||||||
|
Ending balance
|
$ | 4,464,930 | 5.133 | % | $ | 1,702,129 | 5.186 | % | ||||||||
|
|
||||||||||||||||
|
|
||||||||||||||||
|
Monthly averages
|
$ | 3,414,930 | 5.166 | % | $ | 1,671,922 | 5.462 | % | ||||||||
During the three months ended September 30, 2009, we completed a $10,750,000 first
mortgage loan secured by a commercial real estate campus. The 10-year debt has a fixed interest
rate of 6.37%.
The change in interest expense on the unsecured line of credit arrangement is due primarily to
the net effect and timing of draws,
37
Table of Contents
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
paydowns and variable interest rate changes. The following is
a summary of our unsecured line of credit arrangement (dollars in thousands):
| Three Months Ended March 31, | ||||||||
| 2011 | 2010 | |||||||
|
Balance outstanding at quarter end
|
$ | — | $ | 425,000 | ||||
|
Maximum amount outstanding at any month end
|
$ | 495,000 | $ | 425,000 | ||||
|
Average amount outstanding (total of daily
principal balances divided by days in period)
|
$ | 319,222 | $ | 283,111 | ||||
|
Weighted average interest rate (actual interest
expense divided by average borrowings
outstanding)
|
1.59 | % | 1.47 | % | ||||
We capitalize certain interest costs associated with funds used to finance the
construction of properties owned directly by us. The amount capitalized is based upon the balances
outstanding during the construction period using the rate of interest that approximates our cost of
financing. Our interest expense is reduced by the amount capitalized.
Please see Note 11 to our unaudited consolidated financial statements for a discussion of our
interest rate swap agreements and their impact on interest expense. Loan expense represents the
amortization of deferred loan costs incurred in connection with the issuance and amendments of
debt.
General and administrative expenses as a percentage of consolidated revenues (including
revenues from discontinued operations) for the three months ended March 31, 2011 and 2010 were
6.87% and 10.91%, respectively. The change from prior year is primarily related to the increasing
revenue base as a result of our senior housing operating partnerships.
The following is a summary of our preferred stock activity (dollars in thousands):
| Three Months Ended | Three Months Ended | |||||||||||||||
| March 31, 2011 | March 31, 2010 | |||||||||||||||
| Weighted Avg. | Weighted Avg. | |||||||||||||||
| Shares | Dividend Rate | Shares | Dividend Rate | |||||||||||||
|
Beginning balance
|
11,349,854 | 7.663 | % | 11,474,093 | 7.697 | % | ||||||||||
|
Shares issued
|
14,375,000 | 6.500 | % | — | 0.000 | % | ||||||||||
|
Shares converted
|
— | 0.000 | % | (23,986 | ) | 7.500 | % | |||||||||
|
|
||||||||||||||||
|
Ending balance
|
25,724,854 | 7.013 | % | 11,450,107 | 7.697 | % | ||||||||||
|
|
||||||||||||||||
|
|
||||||||||||||||
|
Monthly averages
|
14,943,604 | 7.383 | % | 11,462,100 | 7.697 | % | ||||||||||
38
Table of Contents
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures
We believe that net income, as defined by U.S. GAAP, is the most appropriate earnings
measurement. However, we consider FFO to be a useful supplemental measure 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 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, computed in
accordance with U.S. GAAP, excluding gains (or losses) from sales of real estate, plus depreciation
and amortization, and after adjustments for unconsolidated partnerships and joint ventures.
Net operating income (“NOI”) is used to evaluate the operating performance of our properties.
We define NOI as total revenues, including tenant reimbursements, less property level operating
expenses, which exclude depreciation and amortization, general and administrative expenses,
impairments and interest expense. We believe NOI provides investors relevant and useful information
because it measures the operating performance of our properties at the property level on an
unleveraged basis. We use NOI to make decisions about resource allocations and to assess the
property level performance of our properties.
EBITDA stands for earnings before interest, taxes, depreciation and amortization. We believe
that EBITDA, along with net income and cash flow provided from operating activities, is an
important supplemental measure because it provides additional information to assess and evaluate
the performance of our operations. We primarily utilize EBITDA to measure our interest coverage
ratio, which represents EBITDA divided by total interest, and our fixed charge coverage ratio,
which represents EBITDA divided by fixed charges. Fixed charges include total interest, secured
debt principal amortization and preferred dividends.
A covenant in our line of credit arrangement contains a financial ratio based on a definition
of EBITDA that is specific to that agreement. Failure to satisfy this covenant could result in an
event of default that could have a material adverse impact on our cost and availability of capital,
which could in turn have a material adverse impact on our consolidated results of operations,
liquidity and/or financial condition. Due to the materiality of this debt agreement and the
financial covenant, we have disclosed Adjusted EBITDA, which represents EBITDA as defined above and
adjusted for stock-based compensation expense, provision for loan losses and gain/loss on
extinguishment of debt. We use Adjusted EBITDA to measure our adjusted fixed charge coverage ratio,
which represents Adjusted EBITDA divided by fixed charges on a trailing twelve months basis. Fixed
charges include total interest (excluding capitalized interest and non-cash interest expenses),
secured debt principal amortization and preferred dividends. Our covenant requires an adjusted
fixed charge ratio of at least 1.75 times.
Other than Adjusted EBITDA, our supplemental reporting measures and similarly entitled
financial measures are widely used by investors, equity and debt analysts and rating agencies in
the valuation, comparison, rating and investment recommendations of companies. Management uses
these financial measures to facilitate internal and external comparisons to our historical
operating results and in making operating decisions. Additionally, these measures are utilized by
the Board of Directors to evaluate management. Adjusted EBITDA is used solely to determine our
compliance with a financial covenant of our line of credit arrangement and is not being presented
for use by investors for any other purpose. None of our supplemental measures 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 measures, as defined by us, may not be comparable to similarly entitled items reported
by other real estate investment trusts or other companies. Multi-period amounts may not equal the
sum of the individual quarterly amounts due to rounding.
39
Table of Contents
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
The tables below reflect the reconciliation of FFO to net income attributable to common
stockholders, the most directly comparable U.S. GAAP measure, for the periods presented. The
provisions for depreciation and amortization include provisions for depreciation and amortization
from discontinued operations. Noncontrolling interest amounts represent the noncontrolling
interests’ share of transaction costs and depreciation and amortization. Unconsolidated joint
venture amounts represent our share of unconsolidated joint ventures’ depreciation and
amortization. Amounts are in thousands except for per share data.
| Three Months Ended | ||||||||||||||||||||
| March 31, | June 30, | September 30, | December 31, | March 31, | ||||||||||||||||
| 2010 | 2010 | 2010 | 2010 | 2011 | ||||||||||||||||
| FFO Reconciliation: | ||||||||||||||||||||
|
Net income attributable to
common stockholders
|
$ | 25,812 | $ | 45,646 | $ | 1,124 | $ | 34,301 | $ | 23,372 | ||||||||||
|
Depreciation and amortization
|
43,581 | 47,451 | 49,106 | 62,406 | 74,768 | |||||||||||||||
|
Loss (gain) on sales of properties
|
(6,718 | ) | (3,314 | ) | (10,526 | ) | (15,557 | ) | (26,156 | ) | ||||||||||
|
Noncontrolling interests
|
(363 | ) | 108 | (1,292 | ) | (1,200 | ) | (4,160 | ) | |||||||||||
|
Unconsolidated joint ventures
|
775 | 2,323 | 2,696 | 2,720 | 3,027 | |||||||||||||||
|
|
||||||||||||||||||||
|
Funds from operations
|
$ | 63,087 | $ | 92,214 | $ | 41,108 | $ | 82,670 | $ | 70,851 | ||||||||||
|
|
||||||||||||||||||||
|
Average common shares outstanding:
|
||||||||||||||||||||
|
Basic
|
123,270 | 123,808 | 125,298 | 138,126 | 154,945 | |||||||||||||||
|
Diluted
|
123,790 | 124,324 | 125,842 | 138,738 | 155,485 | |||||||||||||||
|
|
||||||||||||||||||||
|
Per share data:
|
||||||||||||||||||||
|
Net income attributable to
common stockholders
|
||||||||||||||||||||
|
Basic
|
$ | 0.21 | $ | 0.37 | $ | 0.01 | $ | 0.25 | $ | 0.15 | ||||||||||
|
Diluted
|
0.21 | 0.37 | 0.01 | 0.25 | 0.15 | |||||||||||||||
|
|
||||||||||||||||||||
|
Funds from operations
|
||||||||||||||||||||
|
Basic
|
$ | 0.51 | $ | 0.74 | $ | 0.33 | $ | 0.60 | $ | 0.46 | ||||||||||
|
Diluted
|
0.51 | 0.74 | 0.33 | 0.60 | 0.46 | |||||||||||||||
40
Table of Contents
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following tables reflect the reconciliation of NOI for the periods presented.
All amounts include amounts from discontinued operations, if applicable. Our share of revenues and
expenses from unconsolidated joint ventures are included in medical facilities. Amounts are in
thousands.
| Three Months Ended | ||||||||||||||||||||
| March 31, | June 30, | September 30, | December 31, | March 31, | ||||||||||||||||
| 2010 | 2010 | 2010 | 2010 | 2011 | ||||||||||||||||
| NOI Reconciliation: | ||||||||||||||||||||
|
Total revenues:
|
||||||||||||||||||||
|
Senior housing triple-net:
|
||||||||||||||||||||
|
Rental income:
|
||||||||||||||||||||
|
Senior housing
|
$ | 52,366 | $ | 56,197 | $ | 56,162 | $ | 55,658 | $ | 68,654 | ||||||||||
|
Skilled nursing facilities
|
40,872 | 41,057 | 41,496 | 39,096 | 37,087 | |||||||||||||||
|
|
||||||||||||||||||||
|
Sub-total
|
93,238 | 97,254 | 97,658 | 94,754 | 105,741 | |||||||||||||||
|
Interest income
|
8,575 | 8,830 | 9,179 | 9,593 | 9,378 | |||||||||||||||
|
Other income
|
494 | 1,536 | 698 | 661 | 507 | |||||||||||||||
|
|
||||||||||||||||||||
|
Total senior housing
triple-net
|
102,307 | 107,620 | 107,535 | 105,008 | 115,626 | |||||||||||||||
|
Senior housing operating:
|
||||||||||||||||||||
|
Resident fees and services
|
— | — | 12,809 | 38,197 | 71,286 | |||||||||||||||
|
Medical facilities:
|
||||||||||||||||||||
|
Rental income
|
||||||||||||||||||||
|
Medical office buildings
|
40,088 | 42,056 | 43,758 | 44,532 | 54,769 | |||||||||||||||
|
Hospitals
|
10,781 | 12,484 | 13,313 | 13,494 | 12,667 | |||||||||||||||
|
Life science buildings
|
3,725 | 9,355 | 10,401 | 10,521 | 11,270 | |||||||||||||||
|
|
||||||||||||||||||||
|
Sub-total
|
54,594 | 63,895 | 67,472 | 68,547 | 78,706 | |||||||||||||||
|
Interest income
|
473 | 505 | 875 | 2,826 | 2,331 | |||||||||||||||
|
Other income
|
271 | 302 | 227 | 185 | 1,786 | |||||||||||||||
|
|
||||||||||||||||||||
|
Total medical facilities
revenues
|
55,338 | 64,702 | 68,574 | 71,558 | 82,823 | |||||||||||||||
|
Corporate other income
|
231 | 812 | 231 | 1,597 | 531 | |||||||||||||||
|
|
||||||||||||||||||||
|
Total revenues
|
157,876 | 173,134 | 189,149 | 216,360 | 270,266 | |||||||||||||||
|
Property operating expenses:
|
||||||||||||||||||||
|
Senior triple-net
|
— | — | — | — | — | |||||||||||||||
|
Senior housing operating
|
— | — | 7,993 | 24,628 | 49,272 | |||||||||||||||
|
Medical facilities:
|
— | |||||||||||||||||||
|
Medical office buildings
|
12,992 | 12,853 | 13,307 | 12,936 | 15,439 | |||||||||||||||
|
Hospitals
|
728 | 150 | 522 | 352 | 870 | |||||||||||||||
|
Life science buildings
|
1,101 | 2,716 | 3,035 | 2,857 | 3,601 | |||||||||||||||
|
|
||||||||||||||||||||
|
Sub-total
|
14,821 | 15,719 | 16,864 | 16,145 | 19,910 | |||||||||||||||
|
Non-segment/corporate
|
— | — | — | — | — | |||||||||||||||
|
|
||||||||||||||||||||
|
Total property operating
expenses
|
14,821 | 15,719 | 24,857 | 40,773 | 69,182 | |||||||||||||||
|
Net operating income:
|
||||||||||||||||||||
|
Senior housing triple-net
|
102,307 | 107,620 | 107,535 | 105,008 | 115,626 | |||||||||||||||
|
Senior housing operating
|
4,816 | 13,569 | 22,014 | |||||||||||||||||
|
Medical facilities
|
40,517 | 48,983 | 51,710 | 55,413 | 62,913 | |||||||||||||||
|
Non-segment/corporate
|
231 | 812 | 231 | 1,597 | 531 | |||||||||||||||
|
|
||||||||||||||||||||
|
Net operating income
|
$ | 143,055 | $ | 157,415 | $ | 164,292 | $ | 175,587 | $ | 201,084 | ||||||||||
|
|
||||||||||||||||||||
41
Table of Contents
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
The tables below reflect the reconciliation of EBITDA to net income, the most
directly comparable U.S. GAAP measure, for the periods presented. Interest expense and the
provisions for depreciation and amortization include discontinued operations. Dollars are in
thousands.
| Three Months Ended | ||||||||||||||||||||
| March 31, | June 30, | September 30, | December 31, | March 31, | ||||||||||||||||
| 2010 | 2010 | 2010 | 2010 | 2011 | ||||||||||||||||
| EBITDA Reconciliation: | ||||||||||||||||||||
|
Net income
|
$ | 31,694 | $ | 51,064 | $ | 5,781 | $ | 40,346 | $ | 31,810 | ||||||||||
|
Interest expense
|
29,985 | 37,550 | 44,985 | 48,440 | 59,330 | |||||||||||||||
|
Income tax expense
|
84 | 188 | 52 | 38 | 129 | |||||||||||||||
|
Depreciation and amortization
|
43,581 | 47,451 | 49,106 | 62,406 | 74,768 | |||||||||||||||
|
EBITDA
|
$ | 105,344 | $ | 136,253 | $ | 99,924 | $ | 151,230 | $ | 166,037 | ||||||||||
|
|
||||||||||||||||||||
|
Interest Coverage Ratio:
|
||||||||||||||||||||
|
Interest expense
|
$ | 29,985 | $ | 37,550 | $ | 44,985 | $ | 48,440 | $ | 59,330 | ||||||||||
|
Non-cash interest expense
|
(2,841 | ) | (3,659 | ) | (4,258 | ) | (3,187 | ) | (3,716 | ) | ||||||||||
|
Capitalized interest
|
7,076 | 5,276 | 3,656 | 4,784 | 4,665 | |||||||||||||||
|
Total interest
|
34,220 | 39,167 | 44,383 | 50,037 | 60,279 | |||||||||||||||
|
EBITDA
|
$ | 105,344 | $ | 136,253 | $ | 99,924 | $ | 151,230 | $ | 166,037 | ||||||||||
|
Interest coverage ratio
|
3.08 | x | 3.48 | x | 2.25 | x | 3.02 | x | 2.75 | x | ||||||||||
|
|
||||||||||||||||||||
|
Fixed Charge Coverage Ratio:
|
||||||||||||||||||||
|
Total interest
|
$ | 34,220 | $ | 39,167 | $ | 44,383 | $ | 50,037 | $ | 60,279 | ||||||||||
|
Secured debt principal payments
|
3,378 | 4,325 | 4,019 | 4,930 | 5,906 | |||||||||||||||
|
Preferred dividends
|
5,509 | 5,484 | 5,347 | 5,305 | 8,680 | |||||||||||||||
|
Total fixed charges
|
43,107 | 48,976 | 53,749 | 60,272 | 74,865 | |||||||||||||||
|
EBITDA
|
$ | 105,344 | $ | 136,253 | $ | 99,924 | $ | 151,230 | $ | 166,037 | ||||||||||
|
Fixed charge coverage ratio
|
2.44 | x | 2.78 | x | 1.86 | x | 2.51 | x | 2.22 | x | ||||||||||
42
Table of Contents
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
The table below reflects the reconciliation of Adjusted EBITDA to net income, the
most directly comparable U.S. GAAP measure, for the periods presented. Interest expense and the
provisions for depreciation and amortization include discontinued operations. Dollars are in
thousands.
| Twelve Months Ended | ||||||||||||||||||||
| March 31, | June 30, | September 30, | December 31, | March 31, | ||||||||||||||||
| 2010 | 2010 | 2010 | 2010 | 2011 | ||||||||||||||||
| Adjusted EBITDA Reconciliation: | ||||||||||||||||||||
|
Net income
|
$ | 157,976 | $ | 144,282 | $ | 125,377 | $ | 128,884 | $ | 129,001 | ||||||||||
|
Interest expense
|
111,746 | 121,964 | 138,116 | 160,960 | 190,305 | |||||||||||||||
|
Income tax expense
|
201 | 368 | 475 | 364 | 407 | |||||||||||||||
|
Depreciation and amortization
|
167,177 | 173,897 | 181,918 | 202,543 | 233,731 | |||||||||||||||
|
Stock-based compensation expense
|
10,619 | 10,736 | 10,669 | 11,823 | 9,866 | |||||||||||||||
|
Provision for loan losses
|
23,121 | 23,121 | 52,039 | 29,684 | 29,932 | |||||||||||||||
|
Loss (gain) on extinguishment of debt
|
44,822 | 51,857 | 34,582 | 34,171 | 16,134 | |||||||||||||||
|
Adjusted EBITDA
|
$ | 515,662 | $ | 526,225 | $ | 543,176 | $ | 568,429 | $ | 609,376 | ||||||||||
|
|
||||||||||||||||||||
|
Adjusted Fixed Charge Coverage Ratio:
|
||||||||||||||||||||
|
Interest expense
|
$ | 111,746 | $ | 121,964 | $ | 138,116 | $ | 160,960 | $ | 190,305 | ||||||||||
|
Capitalized interest
|
38,381 | 32,631 | 26,313 | 20,792 | 18,381 | |||||||||||||||
|
Non-cash interest expense
|
(11,967 | ) | (12,782 | ) | (14,145 | ) | (13,945 | ) | (14,820 | ) | ||||||||||
|
Secured debt principal payments
|
10,464 | 12,612 | 14,333 | 16,652 | 19,180 | |||||||||||||||
|
Preferred dividends
|
22,064 | 22,032 | 21,860 | 21,645 | 24,816 | |||||||||||||||
|
Total fixed charges
|
170,688 | 176,457 | 186,477 | 206,104 | 237,862 | |||||||||||||||
|
Adjusted EBITDA
|
$ | 515,662 | $ | 526,225 | $ | 543,176 | $ | 568,429 | $ | 609,376 | ||||||||||
|
Adjusted fixed
charge coverage
ratio
|
3.02 | x | 2.98 | x | 2.91 | x | 2.76 | x | 2.56 | x | ||||||||||
43
Table of Contents
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies
Our consolidated financial statements are prepared in accordance with U.S. GAAP, which
requires us to make estimates and assumptions. Management considers an accounting estimate or
assumption critical if:
| • | the nature of the estimates or assumptions is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change; and | ||
| • | the impact of the estimates and assumptions on financial condition or operating performance is material. |
Management has discussed the development and selection of its critical accounting policies
with the Audit Committee of the Board of Directors and the Audit Committee has reviewed the
disclosure presented below relating to them. Management believes the current assumptions and other
considerations used to estimate amounts reflected in our consolidated financial statements are
appropriate and are not reasonably likely to change in the future. However, since these estimates
require assumptions to be made that were uncertain at the time the estimate was made, they bear the
risk of change. If actual experience differs from the assumptions and other considerations used in
estimating amounts reflected in our consolidated financial statements, the resulting changes could
have a material adverse effect on our consolidated results of operations, liquidity and/or
financial condition. Please refer to Note 1 to the financial statements included in our Annual
Report on Form 10-K for the year ended December 31, 2010 for further information regarding
significant accounting policies that impact us. There have been no material changes to these
policies in 2011.
The following table presents information about our critical accounting policies, as well as
the material assumptions used to develop each estimate:
| Nature of Critical | Assumptions/Approach | |
| Accounting Estimate | Used | |
|
Principles of Consolidation
|
||
|
|
||
|
The consolidated financial statements
include our accounts, the accounts of our
wholly-owned subsidiaries and the accounts
of joint ventures in which we own a
majority voting interest with the ability
to control operations and where no
substantive participating rights or
substantive kick out rights have been
granted to the noncontrolling interests.
In addition, we consolidate those entities
deemed to be variable interest entities in
which we are determined to be the primary
beneficiary. All material intercompany
transactions and balances have been
eliminated in consolidation.
|
We make judgments about which entities are VIEs based on an assessment of whether (i) the equity investors as a group, if any, do not have a controlling financial interest, or (ii) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support. We make judgments with respect to our level of influence or control of an entity and whether we are (or are not) the primary beneficiary of a VIE. Consideration of various factors includes, but is not limited to, our ability to direct the activities that most significantly impact the entity’s economic performance, our form of ownership interest, our representation on the entity’s governing body, the size and seniority of our investment, our ability and the rights of other investors to participate in policy making decisions, replace the manager and/or liquidate the entity, if applicable. Our ability to correctly assess our influence or control over an entity at inception of our involvement or on a continuous basis when determining the primary beneficiary of a VIE affects the presentation of these entities in our consolidated financial statements. When we perform a primary beneficiary analysis at a date other than at inception of the variable interest entity, our assumptions may be different and may result in the identification of a different primary beneficiary. | |
|
|
||
|
Income Taxes
|
||
|
|
||
|
As part of the process of preparing our
consolidated financial statements,
significant management judgment is
required to evaluate our compliance with
REIT requirements.
|
Our determinations are based on interpretation of tax laws, and our conclusions may have an impact on the income tax expense recognized. Adjustments to income tax expense may be required as a result of: (i) audits conducted by federal and state tax authorities, (ii) our ability to qualify as a REIT, (iii) the potential for built-in-gain recognized related to prior-tax-free acquisitions of C corporations, and (iv) changes in tax laws. Adjustments required in any given period are included in income. |
44
Table of Contents
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
| Nature of Critical | Assumptions/Approach | |
| Accounting Estimate | Used | |
|
Impairment of Long-Lived Assets
|
||
|
|
||
|
We review our long-lived assets for
potential impairment in accordance with U.S.
GAAP. An impairment charge must be
recognized when the carrying value of a
long-lived asset is not recoverable. The
carrying value is not recoverable if it
exceeds the sum of the undiscounted cash
flows expected to result from the use and
eventual disposition of the asset. If it is
determined that a permanent impairment of a
long-lived asset has occurred, the carrying
value of the asset is reduced to its fair
value and an impairment charge is recognized
for the difference between the carrying
value and the fair value.
|
The net book value of long-lived assets is reviewed quarterly on a property by property basis to determine if there are indicators of impairment. These indicators may include anticipated operating losses at the property level, the tenant’s inability to make rent payments, a decision to dispose of an asset before the end of its estimated useful life and changes in the market that may permanently reduce the value of the property. If indicators of impairment exist, then the undiscounted future cash flows from the most likely use of the property are compared to the current net book value. This analysis requires us to determine if indicators of impairment exist and to estimate the most likely stream of cash flows to be generated from the property during the period the property is expected to be held. | |
|
|
||
|
|
During the three months ended March 31, 2011, an impairment charge of $202,000 was recorded to reduce the carrying value of two senior housing triple-net properties to their estimated fair value less costs to sell based on current sales price expectations. | |
|
|
||
|
Business Combinations
|
||
|
|
||
|
Real property developed by us is recorded at
cost, including the capitalization of
construction period interest. The cost of
real property acquired is allocated to net
tangible and identifiable intangible assets
based on their respective fair values.
Tangible assets primarily consist of land,
buildings and improvements. The remaining
purchase price is allocated among
identifiable intangible assets primarily
consisting of the above or below market
component of in-place leases and the value
of in-place leases. The total amount of
other intangible assets acquired is further
allocated to in-place lease values and
customer relationship values based on
management’s evaluation of the specific
characteristics of each tenant’s lease and
the company’s overall relationship with that
respective tenant.
|
We make estimates as part of our allocation of the purchase price of acquisitions to the various components of the acquisition based upon the fair value of each component. The most significant components of our allocations are typically the allocation of fair value to the buildings as-if-vacant, land and in-place leases. In the case of the fair value of buildings and the allocation of value to land and other intangibles, our estimates of the values of these components will affect the amount of depreciation and amortization we record over the estimated useful life of the property acquired or the remaining lease term. In the case of the value of in-place leases, we make our best estimates based on our evaluation of the specific characteristics of each tenant’s lease. Factors considered include estimates of carrying costs during hypothetical expected lease-up periods, market conditions and costs to execute similar leases. Our assumptions affect the amount of future revenue that we will recognize over the remaining lease term for the acquired in-place leases. | |
|
|
||
|
|
We compute depreciation and amortization on our properties using the straight-line method based on their estimated useful lives which range from 15 to 40 years for buildings and five to 15 years for improvements. Lives for intangibles are based on the remaining term of the underlying leases. | |
|
|
||
|
|
For the three months ended March 31, 2011, we recorded $48,377,000, $11,781,000 and $14,610,000 as provisions for depreciation and amortization relating to buildings, improvements and intangibles, respectively, including amounts reclassified as discontinued operations. The average useful life of our buildings, improvements and intangibles was 38.7 years, 12.5 years and 3.8 years, respectively, for the three months ended March 31, 2011. |
45
Table of Contents
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
| Nature of Critical | Assumptions/Approach | |
| Accounting Estimate | Used | |
|
Allowance for Loan Losses
|
||
|
|
||
|
We maintain an allowance for loan losses in
accordance with U.S. GAAP. The allowance for
loan losses is maintained at a level believed
adequate to absorb potential losses in our
loans receivable. The determination of the
allowance is based on a quarterly evaluation of
all outstanding loans. If this evaluation
indicates that there is a greater risk of loan
charge-offs, additional allowances or placement
on non-accrual status may be required. A loan
is impaired when, based on current information
and events, it is probable that we will be
unable to collect all amounts due as scheduled
according to the contractual terms of the
original loan agreement. Consistent with this
definition, all loans on non-accrual are deemed
impaired. To the extent circumstances improve
and the risk of collectability is diminished,
we will return these loans to full accrual
status.
|
The determination of the
allowance is based on a
quarterly evaluation of
all outstanding loans,
including general
economic conditions and
estimated collectability
of loan payments and
principal. We evaluate
the collectability of our
loans receivable based on
a combination of factors,
including, but not
limited to, delinquency
status, historical loan
charge-offs, financial
strength of the borrower
and guarantors and value
of the underlying
property.
As a result of our quarterly evaluations, we recorded $248,000 of provision for loan losses during the three months ended March 31, 2011, resulting in an allowance for loan losses of $1,524,000 relating to real estate loans with outstanding balances of $9,478,000, all of which were on non-accrual status at March 31, 2011. |
|
|
|
||
|
Fair Value of Derivative Instruments
|
||
|
|
||
|
The valuation of derivative instruments is
accounted for in accordance with U.S. GAAP,
which requires companies to record derivatives
at fair market value on the balance sheet as
assets or liabilities.
|
The valuation of derivative instruments requires us to make estimates and judgments that affect the fair value of the instruments. Fair values for our derivatives are estimated by utilizing pricing models that consider forward yield curves and discount rates. Such amounts and the recognition of such amounts are subject to significant estimates which may change in the future. At March 31, 2011, we participated in one interest rate swap agreement which is reported at its fair value of $379,000 in other liabilities. | |
|
|
||
|
Revenue Recognition
|
||
|
|
||
|
Revenue is recorded in accordance with U.S.
GAAP, which requires that revenue be recognized
after four basic criteria are met. These four
criteria include persuasive evidence of an
arrangement, the rendering of service, fixed
and determinable income and reasonably assured
collectability. If the collectability of
revenue is determined incorrectly, the amount
and timing of our reported revenue could be
significantly affected. Interest income on
loans is recognized as earned based upon the
principal amount outstanding subject to an
evaluation of collectability risk.
Substantially all of our operating leases
contain fixed and/or contingent escalating rent
structures. Leases with fixed annual rental
escalators are generally recognized on a
straight-line basis over the initial lease
period, subject to a collectability assessment.
Rental income related to leases with contingent
rental escalators is generally recorded based
on the contractual cash rental payments due for
the period. We recognize resident fees and
services, other than move in fees, monthly as
services are provided. Move in fees, which are
a component of resident fees and services, are
recognized on a straight-line basis over the
term of the applicable lease agreement. Lease
agreements with residents generally have a term
of one year and are cancelable by the resident
with 30 days’ notice.
|
We evaluate the collectibility of our revenues and related
receivables on an
on-going basis. We
evaluate collectibility
based on assumptions and
other considerations
including, but not
limited to, the certainty
of payment, payment
history, the financial
strength of the
investment’s underlying
operations as measured by
cash flows and payment
coverages, the value of
the underlying collateral
and guaranties and
current economic
conditions.
If our evaluation indicates that collectibility is not reasonably assured, we may place an investment on non-accrual or reserve against all or a portion of current income as an offset to revenue. For the three months ended March 31, 2011, we recognized $11,709,000 of interest income, $71,286,000 of resident fees and services, and $172,062,000 of rental income, including discontinued operations. Cash receipts on leases with deferred revenue provisions were $3,612,000 as compared to gross straight-line rental income recognized of $5,030,000 for the three months ended March 31, 2011. At March 31, 2011, our straight-line receivable balance was $88,405,000, net of reserves totaling $265,000. Also at March 31, 2011, we had real estate loans with outstanding balances of $9,478,000 on non-accrual status. |
46
Table of Contents
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements and Risk Factors
This Quarterly Report on Form 10-Q may contain “forward-looking” statements as defined in the
Private Securities Litigation Reform Act of 1995. These forward-looking statements concern and are
based upon, among other things, the possible expansion of the company’s portfolio; the sale of
properties; the performance of its operators/tenants and properties; its ability to enter into
agreements with viable new tenants for vacant space or for properties that the company takes back
from financially troubled tenants, if any; its occupancy rates; its ability to acquire, develop
and/or manage properties; its ability to make distributions to stockholders; its policies and plans
regarding investments, financings and other matters; its tax status as a real estate investment
trust; its critical accounting policies; its ability to appropriately balance the use of debt and
equity; its ability to access capital markets or other sources of funds; and its ability to meet
its earnings guidance. When the company uses words such as “may,” “will,” “intend,” “should,”
“believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions, it is making
forward-looking statements. Forward-looking statements are not guarantees of future performance
and involve risks and uncertainties. The company’s expected results may not be achieved, and
actual results may differ materially from expectations. 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, senior housing and life science 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; the company’s ability to transition or sell facilities with profitable
results; the failure to make new investments as and when anticipated; acts of God affecting the
company’s properties; the company’s ability to re-lease space at similar rates as vacancies occur;
the company’s 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; regulatory approval and market acceptance of the products and
technologies of life science tenants; liability or contract claims by or against operators/tenants;
unanticipated difficulties and/or expenditures relating to future acquisitions; environmental laws
affecting the company’s properties; changes in rules or practices governing the company’s financial
reporting; and legal and operational matters, including real estate investment trust qualification
and key management personnel recruitment and retention. Other important factors are identified in
the company’s Annual Report on Form 10-K for the year ended December 31, 2010 including factors
identified under the headings “Business,” “Risk Factors” and “Management’s Discussion and Analysis
of Financial Condition and Results of Operations.” Finally, the company assumes no obligation to
update or revise any forward-looking statements or to update the reasons why actual results could
differ from those projected in any forward-looking statements.
47
Table of Contents
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
We are exposed to various market risks, including the potential loss arising from adverse
changes in interest rates. We seek to mitigate the effects of fluctuations in interest rates by
matching the terms of new investments with new long-term fixed rate borrowings to the extent
possible. We may or may not elect to use financial derivative instruments to hedge interest rate
exposure. These decisions are principally based on our policy to match our variable rate
investments with comparable borrowings, but are also based on the general trend in interest rates
at the applicable dates and our perception of the future volatility of interest rates. This section
is presented to provide a discussion of the risks associated with potential fluctuations in
interest rates.
We historically borrow on our unsecured line of credit arrangement to acquire, construct or
make loans relating to health care and senior housing properties. Then, as market conditions
dictate, we will issue equity or long-term fixed rate debt to repay the borrowings under the
unsecured line of credit arrangement.
A change in interest rates will not affect the interest expense associated with our fixed rate
debt. Interest rate changes, however, will affect the fair value of our fixed rate debt. Changes in
the interest rate environment upon maturity of this fixed rate debt could have an effect on our
future cash flows and earnings, depending on whether the debt is replaced with other fixed rate
debt, variable rate debt or equity or repaid by the sale of assets. To illustrate the impact of
changes in the interest rate markets, we performed a sensitivity analysis on our fixed rate debt
instruments whereby we modeled the change in net present values arising from a hypothetical 1%
increase in interest rates to determine the instruments’ change in fair value. The following table
summarizes the analysis performed as of the dates indicated (in thousands):
| March 31, 2011 | December 31, 2010 | |||||||||||||||
| Principal | Change in | Principal | Change in | |||||||||||||
| balance | fair value | balance | fair value | |||||||||||||
|
Senior unsecured notes
|
$ | 4,464,930 | $ | (357,480 | ) | $ | 3,064,930 | $ | (248,884 | ) | ||||||
|
|
||||||||||||||||
|
Secured debt
|
1,511,202 | 4,138 | 1,030,070 | (51,973 | ) | |||||||||||
|
|
||||||||||||||||
|
|
||||||||||||||||
|
Totals
|
$ | 5,976,132 | $ | (353,342 | ) | $ | 4,095,000 | $ | (300,857 | ) | ||||||
|
|
||||||||||||||||
On December 31, 2010, we assumed an interest rate swap (the “December 2010 Swap”) for a
total notional amount of $12,650,000 to hedge interest payments associated with long-term LIBOR
based borrowings. The December 2010 Swap has an effective date of December 31, 2010 and a maturity
date of December 31, 2013. The December 2010 Swap has the economic effect of fixing $12,650,000 at
5.50% plus a credit spread through the swap’s maturity. In January 2011, the December 2010 Swap
was designated as a cash flow hedge and we expect it to be highly effective at offsetting changes
in cash flows of interest payments on $12,650,000 of long-term debt due to changes in the LIBOR
swap rate.
Our variable rate debt, including our unsecured line of credit arrangement, is reflected at
fair value. At March 31, 2011, we had $0 outstanding related to our variable rate line of credit
and $180,504,000 outstanding related to our variable rate secured debt. Assuming no changes in
outstanding balances, a 1% increase in interest rates would result in increased annual interest
expense of $1,805,000. At December 31, 2010, we had $300,000,000 outstanding related to our
variable rate line of credit and $103,645,000 outstanding related to our variable rate secured
debt. Assuming no changes in outstanding balances, a 1% increase in interest rates would have
resulted in increased annual interest expense of $4,036,000.
We are subject to risks associated with debt financing, including the risk that existing
indebtedness may not be refinanced or that the terms of refinancing may not be as favorable as the
terms of current indebtedness. The majority of our borrowings were completed under indentures or
contractual agreements that limit the amount of indebtedness we may incur. Accordingly, in the
event that we are unable to raise additional equity or borrow money because of these limitations,
our ability to acquire additional properties may be limited.
For additional information regarding fair values of financial instruments, see “Item 7 —
Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical
Accounting Policies” and Note 16 to our consolidated financial statements.
48
Table of Contents
Item 4.
Controls and Procedures
Our management, under the supervision and with the participation of our Chief Executive
Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and
procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based
on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our
disclosure controls and procedures are effective in providing reasonable assurance that information
required to be disclosed by us in the reports we file with or submit to the Securities and Exchange
Commission (“SEC”) under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in the SEC’s rules and forms. No changes in our internal control over
financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) occurred during the
fiscal quarter covered by this Quarterly Report on Form 10-Q that have materially affected, or are
reasonably likely to materially affect, our internal control over financial reporting.
Item 1A.
Risk Factors
Except as provided in “Item 2 — Management’s Discussion and Analysis of Financial Condition
and Results of Operations — Forward Looking Statements and Risk Factors,” there have been no
material changes from the risk factors identified under the heading “Risk Factors” in our Annual
Report on Form 10-K for the year ended December 31, 2010.
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
| Total Number of Shares | Maximum Number of | |||||||||||||||
| Total Number | Purchased as Part of | Shares that May Yet Be | ||||||||||||||
| of Shares | Average Price Paid | Publicly Announced Plans | Purchased Under the Plans | |||||||||||||
| Period | Purchased (1) | Per Share | or Programs (2) | or Programs | ||||||||||||
|
January 1, 2011 through January 31, 2011
|
44,123 | $ | 47.45 | |||||||||||||
|
February 1, 2011 through February 28, 2011
|
||||||||||||||||
|
March 1, 2011 through March 31, 2011
|
678 | 50.64 | ||||||||||||||
|
|
||||||||||||||||
|
Totals
|
44,801 | $ | 47.49 | |||||||||||||
| (1) | During the three months ended March 31, 2011, the company acquired shares of common stock held by employees who tendered owned shares to satisfy the tax withholding on the lapse of certain restrictions on restricted stock. | |
| (2) | No shares were purchased as part of publicly announced plans or programs. |
Item 5.
Other Information
On
May 10, 2011, we filed a revised Certificate of Designation with the Secretary of State of
Delaware for the 6% Series H Cumulative Convertible and Redeemable Preferred Stock (the “Series H
Preferred Stock”), a copy of which is attached as Exhibit 3.1 to this Quarterly Report on Form
10-Q, to correct the dividend rate provided therein. The annual dividend on each share of Series H
Preferred Stock is $2.8584 and is payable, when, as and if declared by our board of directors,
quarterly in arrears on or about the 15th day of January, April, July and October.
49
Table of Contents
Item 6.
Exhibits
|
3.1
|
Certificate of Designation of 6% Series H Cumulative Convertible and Redeemable Preferred Stock of the company. | |
|
|
||
|
3.2
|
Certificate of Designation of 6.50% Series I Cumulative Convertible Perpetual Preferred Stock of the company (filed with the Securities and Exchange Commission as Exhibit 3.1 to the company’s Form 8-K filed March 7, 2011, and incorporated herein by reference thereto). | |
|
|
||
|
3.3
|
Third Amended and Restated By-Laws of the company (filed with the Securities and Exchange Commission as Exhibit 3.1 to the company’s Form 8-K filed March 17, 2011, and incorporated herein by reference thereto). | |
|
|
||
|
4.1
|
Indenture, dated as of March 15, 2010, between the company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (filed with the Securities and Exchange Commission as Exhibit 4.1 to the company’s Form 8-K filed March 15, 2010, and incorporated herein by reference thereto). | |
|
|
||
|
4.2
|
Supplemental Indenture No. 5, dated as of March 14, 2011, between the company and the Trustee (filed with the Securities and Exchange Commission as Exhibit 4.2 to the company’s Form 8-K filed March 14, 2011, and incorporated herein by reference thereto). | |
|
|
||
|
10.1
|
Equity Purchase Agreement, dated as of February 28, 2011, by and among the company, FC-GEN Investment, LLC and FC-GEN Operations Investment, LLC (filed with the Securities and Exchange Commission as Exhibit 10.1 to the company’s Form 8-K filed February 28, 2011, and incorporated herein by reference thereto). | |
|
|
||
|
12
|
Statement Regarding Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends (unaudited) | |
|
|
||
|
31.1
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer. | |
|
|
||
|
31.2
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer. | |
|
|
||
|
32.1
|
Certification pursuant to 18 U.S.C. Section 1350 by Chief Executive Officer. | |
|
|
||
|
32.2
|
Certification pursuant to 18 U.S.C. Section 1350 by Chief Financial Officer. | |
|
|
||
|
101.INS
|
XBRL Instance Document* | |
|
|
||
|
101.SCH
|
XBRL Taxonomy Extension Schema Document* | |
|
|
||
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document* | |
|
|
||
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document* | |
|
|
||
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document* | |
|
|
||
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document* |
| * | Attached as Exhibit 101 to this Quarterly Report on Form 10-Q are the following materials, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets at March 31, 2011 and December 31, 2010, (ii) the Consolidated Statements of Income for the three months ended March 31, 2011 and 2010, (iii) the Consolidated Statements of Equity for the three months ended March 31, 2011 and 2010, (iv) the Consolidated Statements of Cash Flows for the three months ended March 31, 2011 and 2010 and (v) the Notes to Unaudited Consolidated Financial Statements. | |
| Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections. |
50
Table of Contents
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HEALTH CARE REIT, INC. | ||||||
|
|
||||||
|
Date: May 10, 2011
|
By: | /s/ GEORGE L. CHAPMAN | ||||
|
|
||||||
| George L. Chapman, | ||||||
| Chairman, Chief Executive Officer and President | ||||||
| (Principal Executive Officer) | ||||||
|
|
||||||
|
Date: May 10, 2011
|
By: | /s/ SCOTT A. ESTES | ||||
|
|
||||||
| Scott A. Estes, | ||||||
| Executive Vice President and Chief Financial Officer | ||||||
| (Principal Financial Officer) | ||||||
|
|
||||||
|
Date: May 10, 2011
|
By: | /s/ PAUL D. NUNGESTER, JR. | ||||
|
|
||||||
| Paul D. Nungester, Jr., | ||||||
| Vice President and Controller | ||||||
| (Principal Accounting Officer) | ||||||
51
TABLE OF CONTENTS
Part I. Financial InformationItem 1. Financial StatementsItem 2. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPart II. Other InformationItem 1A. Risk FactorsItem 2. Unregistered Sales Of Equity Securities and Use Of ProceedsItem 5. Other InformationItem 6. Exhibits