Completed $2.0 billion of 4Q12 investments
4Q12 same
store cash NOI increased 4.0%
2013 normalized FFO and FAD
per share guidance up 5%-8%
TOLEDO, Ohio--(BUSINESS WIRE)--
Health Care REIT, Inc. (NYSE:HCN) today announced operating
results for the company's fourth quarter ended December 31, 2012.
"Calendar 2012 was a year of significant accomplishment. Our platform
continues to distinguish itself through consistent and resilient
internal and external growth, including 4% same store NOI growth and a
sector leading net new investments of $4.4 billion," commented George L.
Chapman, Chairman and CEO of Health Care REIT. "As we enter 2013, we
have positioned the company as a clear sector leader by accelerating the
closing of the Sunrise Senior Living transaction, including $2.5 billion
since January 1, 2013. Our portfolio is comprised of premier quality
assets located largely in affluent, high barrier to entry markets and
operated by an unparalleled network of best-in-class companies in the
United States, Canada and the United Kingdom. Our management team with
state of the art, scalable infrastructure is proficiently managing our
dynamic operating and transactional platforms positioning the company to
continue to deliver excellent returns for our shareholders."
2013 Highlights and Outlook
-
Completed acquisition of Sunrise Senior Living in January
-
Increased unsecured credit facility to $2.75 billion, extended term
and reduced borrowing rate
-
Introduced 2013 normalized FFO guidance of $3.70 to $3.80 per diluted
share, up 5%-8%
-
Introduced 2013 normalized FAD guidance of $3.25 to $3.35 per diluted
share, up 5%-8%
-
Announced 2013 dividend payment rate of $3.06 per share, representing
a 3.4% increase above 2012 payments
2012 Highlights
-
Reported 4Q12 normalized FFO and FAD of $0.85 and $0.74 per share
-
Reported 2012 normalized FFO and FAD of $3.52 and $3.11 per share
-
Increased 4Q12 same-store cash NOI by 4.0%, including 8.6% growth in
our seniors housing operating portfolio
-
Generated 2012 total shareholder return of 18%
-
Increased private pay mix to 79% in 2012 from 71% in 2011
-
Expanded internationally with investments in Canada and the United
Kingdom
-
Completed gross new investments of $2.0 billion in 4Q12, including
$846 million with Sunrise and $530 million with Belmont Village
-
Completed gross new investments of $4.9 billion in 2012, including
$3.7 billion from existing relationships
-
Received $635 million in proceeds on dispositions in 2012, generating
$101 million in gains
-
Raised over $6 billion of equity and debt capital in 2012, including
over $1.2 billion in 4Q12
Dividends for Fourth Quarter 2012
As previously announced, the Board of Directors declared a cash
dividend for the quarter ended December 31, 2012 of $0.765 per share, as
compared to $0.74 per share for the same period in 2011, representing a
3.4% increase. The cash dividend was paid on February 20, 2013 and was
the company's 167th consecutive quarterly dividend payment.
The declaration and payment of quarterly dividends remains subject to
review by and approval of the Board of Directors.
Fourth Quarter Investment Highlights
During the quarter, the company completed $1.6 billion in seniors
housing operating investments, including $1.1 billion of acquisitions at
a blended yield of 6.5% and $581 million of loans. The acquisitions
include 11 properties with Belmont Village for $530 million, 11
properties with Brookdale Senior Living (NYSE:BKD) for $271 million, and
five properties with Sunrise Senior Living for $265 million. The loans
were all made to Sunrise in conjunction with the buy-out of certain
joint venture partners. The company has subsequently converted the loans
to real property with the merger consummation on January 9, 2013.
During the quarter, the company completed $115 million in seniors
housing triple-net lease investments at a blended yield of 8.0%. The
investments include two acquisitions totaling $52 million at a blended
yield of 7.3%. In addition, the company completed five development
projects totaling $63 million at a blended yield of 8.5% during the
quarter.
During the quarter, the company completed $267 million in medical office
building investments at a blended yield of 7.3%. The investments include
the acquisition of 11 medical office buildings for $190 million and two
development completions, all of which are affiliated with leading health
systems. The 11 buildings acquired total 718,000 rentable square feet,
with a yield of 7.2% and average occupancy of 96%. The development
completions represent a total of 312,000 rentable square feet that are
94% leased with a blended yield of 7.6%.
Sunrise Acquisition Update As
previously announced, the company completed its acquisition of the
Sunrise property portfolio, the sale of the Sunrise management company,
and the acceleration of all planned joint venture buy-outs. The
company's investment in Sunrise properties is currently $3.5 billion,
and the company expects that investment to increase to $4.3 billion by
July 2013 upon exercise of the company's rights to acquire additional
joint venture partner interests at favorable fixed purchase prices.
The $4.3 billion investment is expected to include 120 wholly owned
properties and five joint venture properties. The 125 properties are
among the highest quality seniors housing properties in the marketplace.
Approximately 90% of the properties are Sunrise's well regarded mansion
prototype, while the average age of these properties is only eight
years. The properties generate average monthly rental rates that are
nearly 100% higher than the national average, because they are located
in markets with high concentrations of age and income-qualified elderly,
affluence, and significant barriers to entry. The high quality of these
properties is also evidenced by the fact that the median housing value
in these markets is 100% higher than the national median. The properties
are concentrated in London, Southern California, Chicago, Philadelphia,
Boston, Washington D.C., and Montreal. The company expects the $4.3
billion acquisition to generate a 6.5% unlevered initial yield, or 6.1%
after capital expenditures.
Immediately prior to the acquisition of the Sunrise property portfolio,
an entity led by affiliates of Kohlberg Kravis Roberts & Co. L.P. and
affiliates of Beecken Petty O'Keefe & Company acquired the Sunrise
management company for approximately $130 million, with the company
investing approximately $26 million in the entity for a 20% ownership
interest.
|
|
|
|
|
|
|
| Sunrise Investments Reconciliation |
|
($ millions)
|
|
|
|
|
|
|
|
|
|
Total Completed
as of 2/25/13
|
|
Remaining
2013E
|
|
Total |
|
Debt Assumed(1) |
$
|
444.6
|
|
$
|
49.4
|
|
$
|
494.0
|
|
Cash Required
|
$
|
3,084.4
|
|
$
|
695.8
|
|
$
|
3,780.2
|
| Acquisition Amount |
$ |
3,529.0 |
|
$ |
745.2 |
|
$ |
4,274.2 |
|
|
|
|
|
|
|
(1) Debt assumed is net of payoffs that occurred as of the respective
closings or shortly thereafter and includes our pro rata share of debt
at unconsolidated entities.
All amounts included in this announcement relating to acquisitions or
investments that have not yet closed are preliminary estimates, are
subject to downward or upward adjustment, and are subject to change. Our
anticipated acquisitions and investments are in various stages of
closing and some or all of the transactions may not be completed on
currently anticipated terms, or within currently anticipated timeframes,
or at all. The completion of the anticipated acquisitions and
investments is subject to the satisfaction of various conditions. For
completed transactions, certain amounts are based on exchange rates in
effect as of the relevant closing dates.
Outlook for 2013 The company is
introducing its 2013 guidance and expects to report net income
attributable to common stockholders in a range of $1.30 to $1.40 per
diluted share; normalized FFO in a range of $3.70 to $3.80 per diluted
share, representing a 5%-8% increase; and normalized FAD in a range of
$3.25 to $3.35 per diluted share, representing a 5%-8% increase.
In preparing its guidance, the company made the following assumptions:
-
Same Store Cash NOI: The company expects
blended same store cash NOI growth of approximately 3% in 2013.
-
Investments: 2013 earnings guidance does
not include any 2013 acquisitions beyond the company's acquisition of
Sunrise Senior Living and planned Sunrise joint venture buy-outs in
mid-2013.
-
Dispositions: The company anticipates
approximately $500 million of dispositions in 2013 at an average yield
of 10%.
-
Repositioned Entrance Fee Portfolio: The
company repositioned its entrance fee portfolio by transitioning three
buildings to a new operator under a rental model, converting one
former entrance fee building to a RIDEA structure, and restructuring
rents on eight of the remaining 10 entrance fee communities. The
aggregate impact to 2013 normalized FFO and FAD as a result of the
entrance fee portfolio repositioning is approximately ($0.07) to
($0.08) per share. Entrance fee communities now represent less than 1%
of the company's total properties and less than 2% of the company's
total NOI.
-
Development: The company anticipates
funding additional development of $178 million in 2013 relating to
projects underway on December 31, 2012. The company expects
development conversions of approximately $249 million in 2013. These
investments are currently expected to generate initial yields of
approximately 8.3% upon conversion based on in-place contracts as of
December 31, 2012.
-
Cap-ex, Tenant Improvements, Lease Commissions:
The company estimates cap-ex, tenant improvements and lease
commissions of approximately $73 million in 2013, comprised of $54
million associated with our seniors housing operating portfolio and
$19 million with our MOB portfolio.
-
G&A Expenses: The company estimates
general and administrative expenses of approximately $115 million in
2013. The G&A forecast includes approximately $8.5 million of
anticipated expense related to accelerated expensing of stock-based
compensation, which will occur in 1Q13.
-
Long Term Leverage Target: The company
continues to manage the balance sheet to a debt-to-undepreciated book
capitalization target of approximately 40% over the long term.
The company's guidance does not include any additional 2013 investments
beyond the announced Sunrise related investments, nor any transaction
costs, capital transactions, impairments, unanticipated additions to the
loan loss reserve or other additional one-time items, including any
additional cash payments other than normal monthly rental payments.
Please see the exhibits for a reconciliation of the outlook for net
income available to common stockholders to normalized FFO and FAD. The
company will provide additional detail regarding its 2013 outlook and
assumptions on the fourth quarter 2012 conference call.
Conference Call Information The
company has scheduled a conference call on Tuesday, February 26, 2013 at
9:00 a.m. Eastern Time to discuss its fourth quarter 2012 results,
industry trends, portfolio performance and outlook for 2013. Telephone
access will be available by dialing 888-346-2469 or 706-758-4923
(international). For those unable to listen to the call live, a taped
rebroadcast will be available beginning two hours after completion of
the call through March 12, 2013. To access the rebroadcast, dial
855-859-2056 or 404-537-3406 (international). The conference ID number
is 92396483. To participate in the webcast, log on to www.hcreit.com
15 minutes before the call to download the necessary software. Replays
will be available for 90 days.
Supplemental Reporting Measures The
company believes that net income attributable to common stockholders
(NICS), as defined by U.S. generally accepted accounting principles
(U.S. GAAP), is the most appropriate earnings measurement. However, the
company considers funds from operations (FFO) and funds available for
distribution (FAD) to be useful supplemental measures of its 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 and impairments of depreciable assets,
plus real estate depreciation and amortization, and after adjustments
for unconsolidated entities. Normalized FFO represents FFO adjusted for
certain items detailed in Exhibit 1. FAD represents FFO excluding net
straight-line rental adjustments, amortization related to above/below
market leases and amortization of non-cash interest expenses and less
cash used to fund capital expenditures, tenant improvements and lease
commissions at medical office buildings. Normalized FAD represents FAD
excluding prepaid/straight-line rent cash receipts and adjusted for
certain items detailed in Exhibit 1. The company believes that
normalized FFO and normalized FAD are useful supplemental measures of
operating performance because investors and equity analysts may use
these measures to compare the operating performance of the company
between periods or as compared to other REITs or other companies on a
consistent basis without having to account for differences caused by
unanticipated and/or incalculable items. The company's supplemental
reporting measures and similarly entitled financial measures are widely
used by investors and equity analysts in the valuation, comparison and
investment recommendations of companies. The company's management uses
these financial measures to facilitate internal and external comparisons
to historical operating results and in making operating decisions.
Additionally, they are utilized by the Board of Directors to evaluate
management. The supplemental reporting measures do not represent net
income or cash flow provided from operating activities as determined in
accordance with U.S. GAAP and should not be considered as alternative
measures of profitability or liquidity. Finally, the supplemental
reporting measures, as defined by the company, may not be comparable to
similarly entitled items reported by other real estate investment trusts
or other companies. Please see the exhibits for reconciliations of
supplemental reporting measures and the supplemental information package
for the quarter ended December 31, 2012, which is available on the
company's website (www.hcreit.com), for information and reconciliations
of additional supplemental reporting measures.
About Health Care REIT, Inc. Health
Care REIT, Inc., an S&P 500 company with headquarters in Toledo, Ohio,
is a real estate investment trust that invests across the full spectrum
of seniors housing and health care real estate. The company also
provides an extensive array of property management and development
services. As of December 31, 2012, the company's broadly diversified
portfolio consisted of 1,025 properties in 46 states, the United
Kingdom, and Canada. More information is available on the company's
website at www.hcreit.com.
Forward-Looking Statements and Risk Factors
This document 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
facilities; the performance of its operators/tenants and facilities; its
ability to enter into agreements with viable new tenants for vacant
space or for facilities that the company takes back from financially
troubled tenants, if any; its occupancy rates; its ability to acquire,
develop and/or manage facilities; its ability to make distributions to
stockholders; its policies and plans regarding investments, financings
and other matters; its ability to successfully manage the risks
associated with international expansion and operations; 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, seniors 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 facilities;
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 facilities;
changes in rules or practices governing the company's financial
reporting; the movement of U.S. and foreign currency exchange rates; and
legal and operational matters, including real estate investment trust
qualification and key management personnel recruitment and retention.
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.
|
|
| HEALTH CARE REIT, INC. |
| Financial Exhibits |
|
|
| Consolidated Balance Sheets (unaudited) |
| (in thousands) |
|
|
|
|
|
|
December 31,
|
|
|
|
|
|
|
2012
|
|
2011
|
| Assets |
|
|
|
|
|
|
|
Real estate investments:
|
|
|
|
|
|
|
|
|
|
Land and land improvements
|
|
$
|
1,365,391
|
|
$
|
1,116,756
|
|
|
|
Buildings and improvements
|
|
|
15,635,127
|
|
|
13,073,747
|
|
|
|
Acquired lease intangibles
|
|
|
673,684
|
|
|
428,199
|
|
|
|
Real property held for sale, net of accumulated depreciation
|
|
|
245,213
|
|
|
36,115
|
|
|
|
Construction in progress
|
|
|
162,984
|
|
|
189,502
|
|
|
|
|
|
|
18,082,399
|
|
|
14,844,319
|
|
|
|
Less accumulated depreciation and intangible amortization
|
|
|
(1,555,055)
|
|
|
(1,194,476)
|
|
|
|
|
Net real property owned
|
|
|
16,527,344
|
|
|
13,649,843
|
|
|
|
Real estate loans receivable(1) |
|
|
895,665
|
|
|
292,507
|
|
|
|
Net real estate investments
|
|
|
17,423,009
|
|
|
13,942,350
|
|
Other assets:
|
|
|
|
|
|
|
|
|
|
Investments in unconsolidated entities
|
|
|
438,936
|
|
|
241,722
|
|
|
|
Goodwill
|
|
|
68,321
|
|
|
68,321
|
|
|
|
Deferred loan expenses
|
|
|
66,327
|
|
|
58,584
|
|
|
|
Cash and cash equivalents
|
|
|
1,033,764
|
|
|
163,482
|
|
|
|
Restricted cash
|
|
|
107,657
|
|
|
69,620
|
|
|
|
Receivables and other assets(2) |
|
|
411,095
|
|
|
380,527
|
|
|
|
|
|
|
2,126,100
|
|
|
982,256
|
| Total assets |
|
$
|
19,549,109
|
|
$
|
14,924,606
|
|
|
|
|
|
|
|
|
| Liabilities and equity |
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
Borrowings under unsecured lines of credit arrangements
|
|
$
|
-
|
|
$
|
610,000
|
|
|
|
Senior unsecured notes
|
|
|
6,114,151
|
|
|
4,434,107
|
|
|
|
Secured debt
|
|
|
2,336,196
|
|
|
2,112,649
|
|
|
|
Capital lease obligations
|
|
|
81,552
|
|
|
83,996
|
|
|
|
Accrued expenses and other liabilities
|
|
|
462,099
|
|
|
371,557
|
|
Total liabilities
|
|
|
8,993,998
|
|
|
7,612,309
|
|
Redeemable noncontrolling interests
|
|
|
34,592
|
|
|
33,650
|
|
Equity:
|
|
|
|
|
|
|
|
|
|
Preferred stock
|
|
|
1,022,917
|
|
|
1,010,417
|
|
|
|
Common stock
|
|
|
260,396
|
|
|
192,299
|
|
|
|
Capital in excess of par value
|
|
|
10,543,690
|
|
|
7,019,714
|
|
|
|
Treasury stock
|
|
|
(17,875)
|
|
|
(13,535)
|
|
|
|
Cumulative net income
|
|
|
2,184,819
|
|
|
1,893,806
|
|
|
|
Cumulative dividends
|
|
|
(3,694,579)
|
|
|
(2,972,129)
|
|
|
|
Accumulated other comprehensive income
|
|
|
(11,028)
|
|
|
(11,928)
|
|
|
|
Other equity
|
|
|
6,461
|
|
|
6,120
|
|
|
|
|
Total Health Care REIT, Inc. stockholders' equity
|
|
|
10,294,801
|
|
|
7,124,764
|
|
|
|
Noncontrolling interests
|
|
|
225,718
|
|
|
153,883
|
| Total equity |
|
|
10,520,519
|
|
|
7,278,647
|
| Total liabilities and equity |
|
$
|
19,549,109
|
|
$
|
14,924,606
|
|
|
|
|
|
|
|
|
(1) Includes non-accrual loan balances of $4,230,000 and $6,244,000 at
December 31, 2012 and 2011, respectively.
(2) Includes net
straight-line receivable balances of $156,300,000 and $119,555,000 at
December 31, 2012 and 2011, respectively.
|
|
| Consolidated Statements of Income (unaudited) |
| (in thousands, except per share data) |
|
|
|
|
|
|
Three Months Ended
|
|
Twelve Months Ended
|
|
|
|
|
|
|
December 31,
|
|
December 31,
|
|
|
|
|
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental income
|
|
$
|
285,763
|
|
$
|
238,086
|
|
$
|
1,080,269
|
|
$
|
821,610
|
|
|
|
Resident fees and service
|
|
|
199,199
|
|
|
136,525
|
|
|
697,494
|
|
|
456,085
|
|
|
|
Interest income
|
|
|
14,935
|
|
|
8,637
|
|
|
39,065
|
|
|
41,070
|
|
|
|
Other income
|
|
|
766
|
|
|
1,317
|
|
|
5,271
|
|
|
11,295
|
|
Gross revenues
|
|
|
500,663
|
|
|
384,565
|
|
|
1,822,099
|
|
|
1,330,060
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
94,155
|
|
|
84,322
|
|
|
367,083
|
|
|
297,373
|
|
|
|
Property operating expenses
|
|
|
161,452
|
|
|
112,275
|
|
|
570,117
|
|
|
377,739
|
|
|
|
Depreciation and amortization
|
|
|
137,725
|
|
|
115,290
|
|
|
515,888
|
|
|
393,882
|
|
|
|
General and administrative expenses
|
|
|
20,039
|
|
|
20,190
|
|
|
97,341
|
|
|
77,201
|
|
|
|
Transaction costs
|
|
|
19,074
|
|
|
13,682
|
|
|
61,609
|
|
|
70,224
|
|
|
|
Loss (gain) on derivatives, net
|
|
|
(113)
|
|
|
-
|
|
|
(1,825)
|
|
|
-
|
|
|
|
Loss (gain) on extinguishment of debt, net
|
|
|
(1,566)
|
|
|
(979)
|
|
|
(775)
|
|
|
(979)
|
|
|
|
Provision for loan losses
|
|
|
-
|
|
|
1,463
|
|
|
27,008
|
|
|
2,010
|
|
Total expenses
|
|
|
430,766
|
|
|
346,243
|
|
|
1,636,446
|
|
|
1,217,450
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and income from unconsolidated entities
|
|
|
69,897
|
|
|
38,322
|
|
|
185,653
|
|
|
112,610
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax (expense) benefit
|
|
|
(3,858)
|
|
|
(825)
|
|
|
(7,612)
|
|
|
(1,388)
|
|
Income (loss) from unconsolidated entities
|
|
|
232
|
|
|
1,616
|
|
|
2,482
|
|
|
5,772
|
|
Income (loss) from continuing operations
|
|
|
66,271
|
|
|
39,113
|
|
|
180,523
|
|
|
116,994
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain (loss) on sales of properties, net
|
|
|
54,502
|
|
|
4,594
|
|
|
100,549
|
|
|
61,160
|
|
|
|
Impairment of assets
|
|
|
(22,335)
|
|
|
(11,992)
|
|
|
(29,287)
|
|
|
(12,194)
|
|
|
|
Income (loss) from discontinued operations, net
|
|
|
8,566
|
|
|
10,628
|
|
|
43,055
|
|
|
46,756
|
|
|
|
|
|
|
|
40,733
|
|
|
3,230
|
|
|
114,317
|
|
|
95,722
|
|
Net income (loss)
|
|
|
107,004
|
|
|
42,343
|
|
|
294,840
|
|
|
212,716
|
|
Less:
|
Preferred dividends
|
|
|
16,602
|
|
|
17,234
|
|
|
69,129
|
|
|
60,502
|
|
|
|
|
Preferred stock redemption charge
|
|
|
-
|
|
|
-
|
|
|
6,242
|
|
|
-
|
|
|
|
|
Net income (loss) attributable to noncontrolling interests
|
|
|
(174)
|
|
|
(2,173)
|
|
|
(2,415)
|
|
|
(4,894)
|
|
Net income (loss) attributable to common stockholders
|
|
$
|
90,576
|
|
$
|
27,282
|
|
$
|
221,884
|
|
$
|
157,108
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average number of common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
259,290
|
|
|
185,913
|
|
|
224,343
|
|
|
173,741
|
|
|
|
Diluted
|
|
|
261,210
|
|
|
186,529
|
|
|
225,953
|
|
|
174,401
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to common stockholders per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.35
|
|
$
|
0.15
|
|
$
|
0.99
|
|
$
|
0.90
|
|
|
|
Diluted
|
|
$
|
0.35
|
|
$
|
0.15
|
|
$
|
0.98
|
|
$
|
0.90
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common dividends per share
|
|
$
|
0.74
|
|
$
|
0.715
|
|
$
|
2.96
|
|
$
|
2.835
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Normalizing Items
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit 1 |
|
|
(in thousands, except per share data) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Twelve Months Ended
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
|
|
|
|
|
2012
|
|
2011
|
|
|
2012
|
|
2011
|
|
|
Transaction costs
|
|
$
|
19,074 (1) |
|
$
|
13,682
|
|
|
$
|
61,609
|
|
$
|
70,224
|
|
|
Special stock compensation grants
|
|
|
-
|
|
|
-
|
|
|
|
4,316
|
|
|
-
|
|
|
Loss (gain) on derivatives, net
|
|
|
(113)(2) |
|
|
-
|
|
|
|
(1,825)
|
|
|
-
|
|
|
Loss (gain) on extinguishment of debt, net
|
|
|
(1,566)(3) |
|
|
(979)
|
|
|
|
(775)
|
|
|
(979)
|
|
|
Provision for loan losses
|
|
|
-
|
|
|
1,463
|
|
|
|
27,008
|
|
|
2,010
|
|
|
Held for sale hospital operating expenses
|
|
|
-
|
|
|
348
|
|
|
|
215
|
|
|
1,653
|
|
|
Non-recurring other income
|
|
|
-
|
|
|
-
|
|
|
|
-
|
|
|
(3,774)
|
|
|
Preferred stock redemption charge
|
|
|
-
|
|
|
-
|
|
|
|
6,242
|
|
|
-
|
|
|
Total
|
|
$
|
17,395
|
|
$
|
14,514
|
|
|
$
|
96,790
|
|
$
|
69,134
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average diluted common shares outstanding
|
|
|
261,210
|
|
|
186,529
|
|
|
|
225,953
|
|
|
174,401
|
|
|
Net amount per diluted share
|
|
$
|
0.07
|
|
$
|
0.08
|
|
|
$
|
0.43
|
|
$
|
0.40
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes:
|
|
|
|
|
|
(1) Primarily costs incurred with seniors housing acquisitions.
|
|
|
|
|
|
|
|
|
(2) Related to currency hedges executed to lock the exchange rates
on international transactions.
|
|
|
|
|
|
|
|
|
(3) Related to secured debt extinguishments during the quarter.
|
|
|
|
|
|
|
|
|
|
|
|
Funds Available for Distribution
Reconciliation
|
|
|
Exhibit 2 |
|
|
(in thousands, except per share data) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Twelve Months Ended
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
|
|
|
|
|
2012
|
|
2011
|
|
|
2012
|
|
2011
|
|
|
Net income (loss) attributable to common stockholders
|
|
$
|
90,576
|
|
$
|
27,282
|
|
|
$
|
221,884
|
|
$
|
157,108
|
|
|
Depreciation and amortization(1) |
|
|
140,342
|
|
|
122,144
|
|
|
|
533,585
|
|
|
423,605
|
|
|
Losses/impairments (gains) on properties, net
|
|
|
(32,167)
|
|
|
7,398
|
|
|
|
(71,262)
|
|
|
(48,966)
|
|
|
Noncontrolling interests(2) |
|
|
(4,182)
|
|
|
(4,566)
|
|
|
|
(17,871)
|
|
|
(16,325)
|
|
|
Unconsolidated entities(3) |
|
|
9,441
|
|
|
1,749
|
|
|
|
25,437
|
|
|
5,149
|
|
|
Gross straight-line rental income
|
|
|
(15,160)
|
|
|
(13,159)
|
|
|
|
(52,322)
|
|
|
(41,067)
|
|
|
Prepaid/straight-line rent receipts
|
|
|
14,866
|
|
|
1,177
|
|
|
|
19,959
|
|
|
9,489
|
|
|
Amortization related to above (below) market leases, net
|
|
|
107
|
|
|
(919)
|
|
|
|
873
|
|
|
(2,507)
|
|
|
Non-cash interest expense
|
|
|
2,612
|
|
|
3,777
|
|
|
|
11,395
|
|
|
13,905
|
|
|
Cap-ex, tenant improvements, lease commissions
|
|
|
(16,597)
|
|
|
(9,200)
|
|
|
|
(45,175)
|
|
|
(36,073)
|
|
|
Funds available for distribution
|
|
|
189,838
|
|
|
135,683
|
|
|
|
626,503
|
|
|
464,318
|
|
|
Normalizing items, net(4) |
|
|
17,395
|
|
|
14,514
|
|
|
|
96,790
|
|
|
69,134
|
|
|
Prepaid/straight-line rent receipts
|
|
|
(14,866)
|
|
|
(1,177)
|
|
|
|
(19,959)
|
|
|
(9,489)
|
|
|
Funds available for distribution - normalized
|
|
$
|
192,367
|
|
$
|
149,020
|
|
|
$
|
703,334
|
|
$
|
523,963
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average diluted common shares outstanding
|
|
|
261,210
|
|
|
186,529
|
|
|
|
225,953
|
|
|
174,401
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per diluted share data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to common stockholders
|
|
$
|
0.35
|
|
$
|
0.15
|
|
|
$
|
0.98
|
|
$
|
0.90
|
|
|
|
Funds available for distribution
|
|
$
|
0.73
|
|
$
|
0.73
|
|
|
$
|
2.77
|
|
$
|
2.66
|
|
|
|
Funds available for distribution - normalized
|
|
$
|
0.74
|
|
$
|
0.80
|
|
|
$
|
3.11
|
|
$
|
3.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Normalized FAD Payout Ratio:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends per common share
|
|
$
|
0.74
|
|
$
|
0.715
|
|
|
$
|
2.96
|
|
$
|
2.835
|
|
|
|
FAD per diluted share - normalized
|
|
$
|
0.74
|
|
$
|
0.80
|
|
|
$
|
3.11
|
|
$
|
3.00
|
|
|
|
|
Normalized FAD payout ratio
|
|
|
100%
|
|
|
89%
|
|
|
|
95%
|
|
|
95%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes:
|
|
|
|
|
|
(1) Depreciation and amortization includes depreciation and
amortization from discontinued operations.
|
|
|
|
|
|
|
|
|
(2) Represents noncontrolling interests' share of net FAD
adjustments.
|
|
|
|
|
|
|
|
|
(3) Represents HCN's share of net FAD adjustments from
unconsolidated entities.
|
|
|
|
|
|
|
|
|
(4) See Exhibit 1.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funds From Operations Reconciliation
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit 3 |
|
|
(in thousands, except per share data) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Twelve Months Ended
|
|
|
|
|
|
|
|
December 31,
|
|
December 31,
|
|
|
|
|
|
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
|
Net income (loss) attributable to common stockholders
|
|
$
|
90,576
|
|
$
|
27,282
|
|
$
|
221,884
|
|
$
|
157,108
|
|
|
Depreciation and amortization(1) |
|
|
140,342
|
|
|
122,144
|
|
|
533,585
|
|
|
423,605
|
|
|
Losses/impairments (gains) on properties, net
|
|
|
(32,167)
|
|
|
7,398
|
|
|
(71,262)
|
|
|
(48,966)
|
|
|
Noncontrolling interests(2) |
|
|
(5,439)
|
|
|
(5,318)
|
|
|
(21,058)
|
|
|
(18,557)
|
|
|
Unconsolidated entities(3) |
|
|
11,735
|
|
|
2,892
|
|
|
34,408
|
|
|
11,712
|
|
|
Funds from operations
|
|
|
205,047
|
|
|
154,398
|
|
|
697,557
|
|
|
524,902
|
|
|
Normalizing items, net(4) |
|
|
17,395
|
|
|
14,514
|
|
|
96,790
|
|
|
69,134
|
|
|
Funds from operations - normalized
|
|
$
|
222,442
|
|
$
|
168,912
|
|
$
|
794,347
|
|
$
|
594,036
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average diluted common shares outstanding
|
|
|
261,210
|
|
|
186,529
|
|
|
225,953
|
|
|
174,401
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per diluted share data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to common stockholders
|
|
$
|
0.35
|
|
$
|
0.15
|
|
$
|
0.98
|
|
$
|
0.90
|
|
|
|
Funds from operations
|
|
$
|
0.78
|
|
$
|
0.83
|
|
$
|
3.09
|
|
$
|
3.01
|
|
|
|
Funds from operations - normalized
|
|
$
|
0.85
|
|
$
|
0.91
|
|
$
|
3.52
|
|
$
|
3.41
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Normalized FFO Payout Ratio:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends per common share
|
|
$
|
0.74
|
|
$
|
0.715
|
|
$
|
2.96
|
|
$
|
2.835
|
|
|
|
FFO per diluted share - normalized
|
|
$
|
0.85
|
|
$
|
0.91
|
|
$
|
3.52
|
|
$
|
3.41
|
|
|
|
|
Normalized FFO payout ratio
|
|
|
87%
|
|
|
79%
|
|
|
84%
|
|
|
83%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes:
|
|
|
|
|
|
|
(1) Depreciation and amortization includes depreciation and
amortization from discontinued operations.
|
|
|
|
|
|
|
|
|
|
(2) Represents noncontrolling interests' share of net FFO
adjustments.
|
|
|
|
|
|
|
|
|
|
(3) Represents HCN's share of net FFO adjustments from
unconsolidated entities.
|
|
|
|
|
|
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(4) See Exhibit 1.
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Outlook Reconciliations: Year Ended
December 31, 2012
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Exhibit 4 |
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(in thousands, except per share data) |
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Current Outlook
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Low
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High
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FFO Reconciliation:
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Net income attributable to common stockholders
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$
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1.30
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$
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1.40
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Depreciation and amortization(1) |
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2.40
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2.40
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Funds from operations - normalized
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$
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3.70
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$
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3.80
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FAD Reconciliation:
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Net income attributable to common stockholders
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$
|
1.30
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$
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1.40
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Depreciation and amortization(1) |
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2.40
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2.40
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Net straight-line rent and above/below amortization(1) |
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(0.20)
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(0.20)
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Non-cash interest expense(1) |
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0.04
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0.04
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Cap-ex, tenant improvements, lease commissions(1) |
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(0.29)
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(0.29)
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Funds available for distribution - normalized
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$
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3.25
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$
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3.35
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Notes:
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(1) Amounts presented net of noncontrolling interests' share and
HCN's share of unconsolidated entities.
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Source: Health Care REIT, Inc.