UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended
June 30, 2010
or
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|
o
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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)
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Delaware
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34-1096634
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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One SeaGate, Suite 1500, Toledo, Ohio
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43604
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(Address of principal executive office)
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(Zip Code)
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(419) 247-2800
(Registrants 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. (Check one):
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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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 July 31, 2010, the registrant had 124,625,296 shares of common stock outstanding.
PART I. FINANCIAL INFORMATION
Item 1.
Financial Statements
CONSOLIDATED BALANCE SHEETS
HEALTH CARE REIT, INC. AND SUBSIDIARIES
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June 30,
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December 31,
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2010
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2009
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(Unaudited)
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(Note)
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(In thousands)
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Assets
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Real estate investments:
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Real property owned:
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Land and land improvements
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$
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571,501
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$
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521,055
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Buildings and improvements
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5,854,675
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5,185,328
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Acquired lease intangibles
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147,861
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127,390
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Real property held for sale, net of accumulated depreciation
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13,020
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45,686
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Construction in progress
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255,883
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456,832
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Gross real property owned
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6,842,940
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6,336,291
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Less accumulated depreciation and amortization
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(766,630
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)
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(677,851
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)
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Net real property owned
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6,076,310
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5,658,440
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Real estate loans receivable:
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Real estate loans receivable
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471,805
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427,363
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Less allowance for losses on loans receivable
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(5,025
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)
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(5,183
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)
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Net real estate loans receivable
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466,780
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422,180
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Net real estate investments
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6,543,090
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6,080,620
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Other assets:
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Equity investments
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181,527
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5,816
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Deferred loan expenses
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31,568
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22,698
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Cash and cash equivalents
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55,423
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35,476
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Restricted cash
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59,656
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23,237
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Receivables and other assets
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208,067
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199,339
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Total other assets
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536,241
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286,566
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Total assets
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$
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7,079,331
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$
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6,367,186
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Liabilities and equity
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Liabilities:
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Borrowings under unsecured line of credit arrangement
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$
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206,000
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$
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140,000
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Senior unsecured notes
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2,135,422
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1,653,027
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Secured debt
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813,341
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620,995
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Accrued expenses and other liabilities
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187,443
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145,713
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Total liabilities
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3,342,206
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2,559,735
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Equity:
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Preferred stock
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286,410
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288,683
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Common stock
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124,520
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123,385
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Capital in excess of par value
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3,937,485
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3,900,666
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Treasury stock
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(11,315
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)
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(7,619
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)
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Cumulative net income
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1,630,120
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1,547,669
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Cumulative dividends
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(2,237,720
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)
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(2,057,658
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)
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Accumulated other comprehensive income
|
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(8,526
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)
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(2,891
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)
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Other equity
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5,755
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4,804
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Total Health Care REIT, Inc. stockholders equity
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3,726,729
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3,797,039
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Noncontrolling interests
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10,396
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10,412
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|
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Total equity
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3,737,125
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3,807,451
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Total liabilities and equity
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$
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7,079,331
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$
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6,367,186
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|
|
|
|
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|
NOTE: The consolidated balance sheet at December 31, 2009 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
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
HEALTH CARE REIT, INC. AND SUBSIDIARIES
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Three Months Ended
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Six Months Ended
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June 30,
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June 30,
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2010
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2009
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2010
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2009
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(In thousands, except per share data)
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Revenues:
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Rental income
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$
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151,146
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$
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127,644
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$
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293,860
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$
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255,053
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Interest income
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9,335
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10,158
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18,383
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20,111
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Other income
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2,650
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1,237
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3,646
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2,721
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|
|
|
|
|
|
|
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Total revenues
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163,131
|
|
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139,039
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315,889
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277,885
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Expenses:
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Interest expense
|
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37,454
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|
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26,107
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|
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|
67,245
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52,786
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Property operating expenses
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12,498
|
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11,240
|
|
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25,010
|
|
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22,288
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Depreciation and amortization
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47,451
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38,115
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90,838
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|
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76,313
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Transaction costs
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752
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8,466
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General and administrative
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11,878
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11,062
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28,700
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28,424
|
|
Loss (gain) on extinguishment of debt
|
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7,035
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25,072
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(1,678
|
)
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Provision for loan losses
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
140
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Total expenses
|
|
|
117,068
|
|
|
|
86,524
|
|
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245,331
|
|
|
|
178,273
|
|
|
|
|
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Income from continuing operations before income taxes
and income from unconsolidated joint ventures
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46,063
|
|
|
|
52,515
|
|
|
|
70,558
|
|
|
|
99,612
|
|
Income tax
(expense) benefit
|
|
|
(188
|
)
|
|
|
(21
|
)
|
|
|
(273
|
)
|
|
|
(72
|
)
|
Income from unconsolidated joint ventures
|
|
|
1,828
|
|
|
|
|
|
|
|
2,596
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
|
47,703
|
|
|
|
52,494
|
|
|
|
72,881
|
|
|
|
99,540
|
|
Discontinued operations:
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain (loss) on sales of properties
|
|
|
3,314
|
|
|
|
10,677
|
|
|
|
10,033
|
|
|
|
27,713
|
|
Income (loss) from discontinued operations, net
|
|
|
47
|
|
|
|
1,588
|
|
|
|
(156
|
)
|
|
|
4,150
|
|
|
|
|
|
|
|
|
|
|
|
|
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Discontinued operations, net
|
|
|
3,361
|
|
|
|
12,265
|
|
|
|
9,877
|
|
|
|
31,863
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Net income
|
|
|
51,064
|
|
|
|
64,759
|
|
|
|
82,758
|
|
|
|
131,403
|
|
Less: Preferred stock dividends
|
|
|
5,484
|
|
|
|
5,516
|
|
|
|
10,993
|
|
|
|
11,039
|
|
Less: Net income
(loss) attributable to
noncontrolling interests
|
|
|
(66
|
)
|
|
|
3
|
|
|
|
307
|
|
|
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to common stockholders
|
|
$
|
45,646
|
|
|
$
|
59,240
|
|
|
$
|
71,458
|
|
|
$
|
120,359
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average number of common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
Basic
|
|
|
123,808
|
|
|
|
110,864
|
|
|
|
123,541
|
|
|
|
109,548
|
|
Diluted
|
|
|
124,324
|
|
|
|
111,272
|
|
|
|
124,059
|
|
|
|
109,956
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
attributable to common stockholders
|
|
$
|
0.34
|
|
|
$
|
0.42
|
|
|
$
|
0.50
|
|
|
$
|
0.81
|
|
Discontinued operations, net
|
|
|
0.03
|
|
|
|
0.11
|
|
|
|
0.08
|
|
|
|
0.29
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to common stockholders*
|
|
$
|
0.37
|
|
|
$
|
0.53
|
|
|
$
|
0.58
|
|
|
$
|
1.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
attributable to common stockholders
|
|
$
|
0.34
|
|
|
$
|
0.42
|
|
|
$
|
0.50
|
|
|
$
|
0.80
|
|
Discontinued operations, net
|
|
|
0.03
|
|
|
|
0.11
|
|
|
|
0.08
|
|
|
|
0.29
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to common stockholders*
|
|
$
|
0.37
|
|
|
$
|
0.53
|
|
|
$
|
0.58
|
|
|
$
|
1.09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends declared and paid per common share
|
|
$
|
0.68
|
|
|
$
|
0.68
|
|
|
$
|
1.36
|
|
|
$
|
1.36
|
|
|
|
|
*
|
|
Amounts may not sum due to rounding
|
See notes to unaudited consolidated financial statements
4
CONSOLIDATED STATEMENTS OF EQUITY
(UNAUDITED)
HEALTH CARE REIT, INC. AND SUBSIDIARIES
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred
|
|
|
Common
|
|
|
Excess of
|
|
|
Treasury
|
|
|
Cumulative
|
|
|
Cumulative
|
|
|
Comprehensive
|
|
|
Other
|
|
|
Noncontrolling
|
|
|
|
|
|
|
Stock
|
|
|
Stock
|
|
|
Par Value
|
|
|
Stock
|
|
|
Net Income
|
|
|
Dividends
|
|
|
Income
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
82,451
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
307
|
|
|
|
82,758
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gain (loss)
on equity investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(137
|
)
|
|
|
|
|
|
|
|
|
|
|
(137
|
)
|
Cash flow hedge activity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,498
|
)
|
|
|
|
|
|
|
|
|
|
|
(5,498
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
77,123
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contributions by noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,271
|
|
|
|
2,271
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,594
|
)
|
|
|
(2,594
|
)
|
Amounts related to issuance of common stock
from dividend reinvestment and stock
incentive plans, net of forfeitures
|
|
|
|
|
|
|
1,080
|
|
|
|
44,290
|
|
|
|
(3,696
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(243
|
)
|
|
|
|
|
|
|
41,431
|
|
Equity component of convertible debt
|
|
|
|
|
|
|
|
|
|
|
(9,689
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9,689
|
)
|
Conversion of preferred stock
|
|
|
(2,273
|
)
|
|
|
55
|
|
|
|
2,218
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,194
|
|
|
|
|
|
|
|
1,194
|
|
Cash dividends paid:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock
cash dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(169,069
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(169,069
|
)
|
Preferred
stock cash dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10,993
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10,993
|
)
|
|
|
|
Balances at end of period
|
|
$
|
286,410
|
|
|
$
|
124,520
|
|
|
$
|
3,937,485
|
|
|
$
|
(11,315
|
)
|
|
$
|
1,630,120
|
|
|
$
|
(2,237,720
|
)
|
|
$
|
(8,526
|
)
|
|
$
|
5,755
|
|
|
$
|
10,396
|
|
|
$
|
3,737,125
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred
|
|
|
Common
|
|
|
Excess of
|
|
|
Treasury
|
|
|
Cumulative
|
|
|
Cumulative
|
|
|
Comprehensive
|
|
|
Other
|
|
|
Noncontrolling
|
|
|
|
|
|
|
Stock
|
|
|
Stock
|
|
|
Par Value
|
|
|
Stock
|
|
|
Net Income
|
|
|
Dividends
|
|
|
Income
|
|
|
Equity
|
|
|
Interests
|
|
|
Total
|
|
|
|
|
Balances at beginning of period
|
|
$
|
289,929
|
|
|
$
|
104,635
|
|
|
$
|
3,204,690
|
|
|
$
|
(5,145
|
)
|
|
$
|
1,354,400
|
|
|
$
|
(1,723,819
|
)
|
|
$
|
(1,113
|
)
|
|
$
|
4,105
|
|
|
$
|
10,603
|
|
|
$
|
3,238,285
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
131,398
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5
|
|
|
|
131,403
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gain (loss)
on equity investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
178
|
|
|
|
|
|
|
|
|
|
|
|
178
|
|
Cash flow hedge activity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(81
|
)
|
|
|
|
|
|
|
|
|
|
|
(81
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
131,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contributions by noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,349
|
|
|
|
1,349
|
|
Distributions to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,846
|
)
|
|
|
(1,846
|
)
|
Amounts related to issuance of common stock
from dividend reinvestment and stock
incentive plans, net of forfeitures
|
|
|
|
|
|
|
851
|
|
|
|
30,137
|
|
|
|
(2,442
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,546
|
|
Proceeds from issuance of common shares
|
|
|
|
|
|
|
6,217
|
|
|
|
218,386
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
224,603
|
|
Conversion of preferred stock
|
|
|
(1,216
|
)
|
|
|
30
|
|
|
|
1,186
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,264
|
|
|
|
|
|
|
|
1,264
|
|
Cash dividends paid:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock cash dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(151,725
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(151,725
|
)
|
Preferred
stock cash dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11,039
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11,039
|
)
|
|
|
|
Balances at end of period
|
|
$
|
288,713
|
|
|
$
|
111,733
|
|
|
$
|
3,454,399
|
|
|
$
|
(7,587
|
)
|
|
$
|
1,485,798
|
|
|
$
|
(1,886,583
|
)
|
|
$
|
(1,016
|
)
|
|
$
|
5,369
|
|
|
$
|
10,111
|
|
|
$
|
3,460,937
|
|
|
|
|
See notes to unaudited consolidated financial statements
5
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
HEALTH CARE REIT, INC. AND SUBSIDIARIES
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
|
June 30,
|
|
|
|
2010
|
|
|
2009
|
|
|
|
(In thousands)
|
|
Operating activities
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
82,758
|
|
|
$
|
131,403
|
|
Adjustments to reconcile net income to
net cash provided from (used in) operating activities:
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
91,032
|
|
|
|
82,057
|
|
Other amortization expenses
|
|
|
8,047
|
|
|
|
7,254
|
|
Provision for loan losses
|
|
|
|
|
|
|
140
|
|
Stock-based compensation expense
|
|
|
8,747
|
|
|
|
7,659
|
|
Loss (gain) on extinguishment of debt
|
|
|
25,072
|
|
|
|
(1,678
|
)
|
Income from unconsolidated joint ventures
|
|
|
(2,596
|
)
|
|
|
|
|
Rental income less than (in excess of) cash received
|
|
|
(4,530
|
)
|
|
|
5,217
|
|
Amortization related to above (below) market leases, net
|
|
|
(1,296
|
)
|
|
|
(724
|
)
|
Loss (gain) on sales of properties
|
|
|
(10,033
|
)
|
|
|
(27,713
|
)
|
Increase (decrease) in accrued expenses and other liabilities
|
|
|
5,552
|
|
|
|
(15,875
|
)
|
Decrease
(increase) in receivables and other assets
|
|
|
(11,247
|
)
|
|
|
(3,407
|
)
|
|
|
|
|
|
|
|
Net cash
provided from (used in) operating activities
|
|
|
191,506
|
|
|
|
184,333
|
|
|
|
|
|
|
|
|
|
|
Investing activities
|
|
|
|
|
|
|
|
|
Investment in real property
|
|
|
(389,873
|
)
|
|
|
(298,359
|
)
|
Capitalized interest
|
|
|
(12,352
|
)
|
|
|
(20,891
|
)
|
Investment in real estate loans receivable
|
|
|
(41,784
|
)
|
|
|
(37,046
|
)
|
Other investments, net of payments
|
|
|
(10,051
|
)
|
|
|
(2,556
|
)
|
Principal collected on real estate loans receivable
|
|
|
9,420
|
|
|
|
31,077
|
|
Contributions to unconsolidated joint ventures
|
|
|
(174,574
|
)
|
|
|
|
|
Decrease (increase) in restricted cash
|
|
|
(36,418
|
)
|
|
|
135,237
|
|
Proceeds from sales of real property
|
|
|
54,492
|
|
|
|
132,285
|
|
|
|
|
|
|
|
|
Net cash
provided from (used in) investing activities
|
|
|
(601,140
|
)
|
|
|
(60,253
|
)
|
|
|
|
|
|
|
|
|
|
Financing activities
|
|
|
|
|
|
|
|
|
Net increase (decrease) under unsecured lines of credit arrangements
|
|
|
66,000
|
|
|
|
(228,000
|
)
|
Proceeds from issuance of senior unsecured notes
|
|
|
932,412
|
|
|
|
|
|
Payments to extinguish senior unsecured notes
|
|
|
(495,542
|
)
|
|
|
(19,796
|
)
|
Net proceeds from the issuance of secured debt
|
|
|
79,127
|
|
|
|
133,071
|
|
Payments on secured debt
|
|
|
(7,704
|
)
|
|
|
(35,791
|
)
|
Net proceeds from the issuance of common stock
|
|
|
37,560
|
|
|
|
249,196
|
|
Decrease
(increase) in deferred loan expenses
|
|
|
(1,887
|
)
|
|
|
(3,364
|
)
|
Contributions by noncontrolling interests
|
|
|
2,271
|
|
|
|
1,349
|
|
Distributions to noncontrolling interests
|
|
|
(2,594
|
)
|
|
|
(1,846
|
)
|
Cash distributions to stockholders
|
|
|
(180,062
|
)
|
|
|
(162,764
|
)
|
|
|
|
|
|
|
|
Net cash provided from (used in) financing activities
|
|
|
429,581
|
|
|
|
(67,945
|
)
|
|
|
|
|
|
|
|
Increase
(decrease) in cash and cash equivalents
|
|
|
19,947
|
|
|
|
56,135
|
|
Cash and cash equivalents at beginning of period
|
|
|
35,476
|
|
|
|
23,370
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$
|
55,423
|
|
|
$
|
79,505
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental cash flow information:
|
|
|
|
|
|
|
|
|
Interest paid
|
|
$
|
71,027
|
|
|
$
|
71,188
|
|
Income taxes paid
|
|
|
149
|
|
|
|
384
|
|
See notes to unaudited consolidated financial statements
6
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 June 30, 2010, our broadly diversified portfolio consisted of 625 properties in 39
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 six months ended June 30, 2010 are not necessarily an
indication of the results that may be expected for the year ending December 31, 2010. 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, 2009, as updated by our Current Report on Form 8-K
filed May 10, 2010.
New Accounting Standards
In June 2009, the Financial Accounting Standards Board (FASB) amended the consolidation
guidance for variable interest entities. The new guidance, to be applied on a continuous basis,
requires enterprises to perform a qualitative approach to determining whether or not a variable
interest entity will need to be consolidated. This evaluation is based on an enterprises ability
to direct and influence the activities of a variable interest entity that most significantly impact
its economic performance. This amendment was effective as of January 1, 2010. The adoption of
this guidance did not have a material impact on our consolidated financial position or results of
operations.
3. Real Property Acquisitions and Development
The following is a summary of our real property investment activity for the periods
presented (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
|
June 30, 2010
|
|
|
June 30, 2009
|
|
|
|
Senior Housing
|
|
|
Medical
|
|
|
|
|
|
|
Senior Housing
|
|
|
Medical
|
|
|
|
|
|
|
and Care
|
|
|
Facilities
|
|
|
Totals
|
|
|
and Care
|
|
|
Facilities
|
|
|
Totals
|
|
Real property acquisitions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior housing facilties
|
|
$
|
109,492
|
|
|
$
|
|
|
|
$
|
109,492
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Medical office buildings
|
|
|
|
|
|
|
246,582
|
|
|
|
246,582
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total acquisitions
|
|
|
109,492
|
|
|
|
246,582
|
|
|
|
356,074
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Assumed debt
|
|
|
(9,648
|
)
|
|
|
(108,244
|
)
|
|
|
(117,892
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Assumed other assets (liabilities), net
|
|
|
(642
|
)
|
|
|
(31,048
|
)
|
|
|
(31,690
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash disbursed for acquisitions
|
|
|
99,202
|
|
|
|
107,290
|
|
|
|
206,492
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction in progress additions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior housing facilities
|
|
|
50,726
|
|
|
|
|
|
|
|
50,726
|
|
|
|
193,076
|
|
|
|
|
|
|
|
193,076
|
|
Skilled nursing facilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,935
|
|
|
|
|
|
|
|
15,935
|
|
Hospitals
|
|
|
|
|
|
|
69,646
|
|
|
|
69,646
|
|
|
|
|
|
|
|
51,855
|
|
|
|
51,855
|
|
Medical office buildings
|
|
|
|
|
|
|
59,922
|
|
|
|
59,922
|
|
|
|
|
|
|
|
45,749
|
|
|
|
45,749
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total construction in progress additions
|
|
|
50,726
|
|
|
|
129,568
|
|
|
|
180,294
|
|
|
|
209,011
|
|
|
|
97,604
|
|
|
|
306,615
|
|
Less: Capitalized interest
|
|
|
(5,275
|
)
|
|
|
(6,708
|
)
|
|
|
(11,983
|
)
|
|
|
(14,845
|
)
|
|
|
(6,046
|
)
|
|
|
(20,891
|
)
|
Accruals
(1)
|
|
|
|
|
|
|
(5,775
|
)
|
|
|
(5,775
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash disbursed for construction in progress
|
|
|
45,451
|
|
|
|
117,085
|
|
|
|
162,536
|
|
|
|
194,166
|
|
|
|
91,558
|
|
|
|
285,724
|
|
Capital improvements to existing properties
|
|
|
4,247
|
|
|
|
16,598
|
|
|
|
20,845
|
|
|
|
7,006
|
|
|
|
5,629
|
|
|
|
12,635
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cash invested in real property
|
|
$
|
148,900
|
|
|
$
|
240,973
|
|
|
$
|
389,873
|
|
|
$
|
201,172
|
|
|
$
|
97,187
|
|
|
$
|
298,359
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Represents non-cash accruals for amounts to be paid in future periods relating to properties that converted in the period noted above.
|
7
HEALTH CARE REIT, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
The following is a summary of the construction projects that were placed into
service and began generating revenues during the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
|
June 30, 2010
|
|
June 30, 2009
|
|
|
|
Senior Housing
|
|
|
Medical
|
|
|
|
|
|
|
Senior Housing
|
|
|
Medical
|
|
|
|
|
|
|
and Care
|
|
|
Facilities
|
|
|
Totals
|
|
|
and Care
|
|
|
Facilities
|
|
|
Totals
|
|
Development projects:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior housing facilities
|
|
$
|
269,260
|
|
|
$
|
|
|
|
$
|
269,260
|
|
|
$
|
197,490
|
|
|
$
|
|
|
|
$
|
197,490
|
|
Skilled nursing facilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,561
|
|
|
|
|
|
|
|
14,561
|
|
Hospitals
|
|
|
|
|
|
|
96,829
|
|
|
|
96,829
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical office buildings
|
|
|
|
|
|
|
13,652
|
|
|
|
13,652
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total development projects
|
|
|
269,260
|
|
|
|
110,481
|
|
|
|
379,741
|
|
|
|
212,051
|
|
|
|
|
|
|
|
212,051
|
|
Expansion projects
|
|
|
1,502
|
|
|
|
|
|
|
|
1,502
|
|
|
|
3,601
|
|
|
|
|
|
|
|
3,601
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total construction in progress conversions
|
|
$
|
270,762
|
|
|
$
|
110,481
|
|
|
$
|
381,243
|
|
|
$
|
215,652
|
|
|
$
|
|
|
|
$
|
215,652
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transaction costs for the six months ended June 30, 2010 primarily represent a $5,000,000
termination fee incurred in connection with the transfer of an entrance fee property to a new
operator and costs incurred in connection with the new property acquisitions.
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):
|
|
|
|
|
|
|
|
|
|
|
June 30, 2010
|
|
|
December 31, 2009
|
|
Assets:
|
|
|
|
|
|
|
|
|
In place lease intangibles
|
|
$
|
85,823
|
|
|
$
|
74,198
|
|
Above market tenant leases
|
|
|
16,363
|
|
|
|
10,232
|
|
Below market ground leases
|
|
|
41,874
|
|
|
|
39,806
|
|
Lease commissions
|
|
|
3,801
|
|
|
|
3,154
|
|
|
|
|
|
|
|
|
Gross historical cost
|
|
|
147,861
|
|
|
|
127,390
|
|
Accumulated amortization
|
|
|
(35,124
|
)
|
|
|
(29,698
|
)
|
|
|
|
|
|
|
|
Net book value
|
|
$
|
112,737
|
|
|
$
|
97,692
|
|
|
|
|
|
|
|
|
Weighted-average amortization period in years
|
|
|
27.7
|
|
|
|
30.0
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
Below market tenant leases
|
|
$
|
54,009
|
|
|
$
|
22,961
|
|
Above market ground leases
|
|
|
4,084
|
|
|
|
4,084
|
|
|
|
|
|
|
|
|
Gross historical cost
|
|
|
58,093
|
|
|
|
27,045
|
|
Accumulated amortization
|
|
|
(13,090
|
)
|
|
|
(10,478
|
)
|
|
|
|
|
|
|
|
Net book value
|
|
$
|
45,003
|
|
|
$
|
16,567
|
|
|
|
|
|
|
|
|
Weighted-average amortization period in years
|
|
|
12.4
|
|
|
|
12.1
|
|
5. Dispositions, Assets Held for Sale and Discontinued Operations
During the year ended December 31, 2009, an impairment charge of $25,223,000 was recorded to
reduce the carrying value of eight medical facilities to their estimated fair value less costs to
sell. In determining the fair value of the properties, we used a combination of third party
appraisals based on market comparable transactions, other market listings and asset quality as well
as management calculations based on projected operating income and published capitalization rates.
During the six months ended June 30, 2010, we sold nine properties. At June 30, 2010, we had five
medical facilities that satisfied the requirements for held for sale treatment. We did not
recognize any impairment loss on these properties in 2010 as the fair value less estimated costs to
sell exceeded our carrying values. The following is a summary of our real property disposition
activity for the periods presented (in thousands):
8
HEALTH CARE REIT, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
|
June 30, 2010
|
|
|
June 30, 2009
|
|
|
|
Senior Housing
|
|
|
Medical
|
|
|
|
|
|
|
Senior Housing
|
|
|
Medical
|
|
|
|
|
|
|
and Care
|
|
|
Facilities
|
|
|
Totals
|
|
|
and Care
|
|
|
Facilities
|
|
|
Totals
|
|
Real property dispositions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior housing facilities
|
|
$
|
3,437
|
|
|
$
|
|
|
|
$
|
3,437
|
|
|
$
|
44,877
|
|
|
$
|
|
|
|
$
|
44,877
|
|
Skilled nursing facilities
|
|
|
34,924
|
|
|
|
|
|
|
|
34,924
|
|
|
|
18,854
|
|
|
|
|
|
|
|
18,854
|
|
Hospitals
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,841
|
|
|
|
40,841
|
|
Medical office buildings
|
|
|
|
|
|
|
7,568
|
|
|
|
7,568
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total dispositions
|
|
|
38,361
|
|
|
|
7,568
|
|
|
|
45,929
|
|
|
|
63,731
|
|
|
|
40,841
|
|
|
|
104,572
|
|
Add: Gain on sales of real property
|
|
|
8,368
|
|
|
|
1,665
|
|
|
|
10,033
|
|
|
|
13,358
|
|
|
|
14,355
|
|
|
|
27,713
|
|
Seller financing on sales
of real property
|
|
|
|
|
|
|
(1,470
|
)
|
|
|
(1,470
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from real property sales
|
|
$
|
46,729
|
|
|
$
|
7,763
|
|
|
$
|
54,492
|
|
|
$
|
77,089
|
|
|
$
|
55,196
|
|
|
$
|
132,285
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We have reclassified the income and expenses attributable to all properties sold and
attributable to properties held for sale at June 30, 2010 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):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
2009
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental income
|
|
$
|
648
|
|
|
$
|
6,233
|
|
|
$
|
2,040
|
|
|
$
|
14,189
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
96
|
|
|
|
1,225
|
|
|
|
290
|
|
|
|
2,557
|
|
Property operating expenses
|
|
|
505
|
|
|
|
804
|
|
|
|
1,712
|
|
|
|
1,738
|
|
Provision for depreciation
|
|
|
|
|
|
|
2,616
|
|
|
|
194
|
|
|
|
5,744
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from discontinued operations, net
|
|
$
|
47
|
|
|
$
|
1,588
|
|
|
$
|
(156
|
)
|
|
$
|
4,150
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6. Real Estate Loans Receivable
The following is a summary of our real estate loan activity for the periods presented (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
|
June 30, 2010
|
|
|
June 30, 2009
|
|
|
|
Senior Housing
|
|
|
Medical
|
|
|
|
|
|
|
Senior Housing
|
|
|
Medical
|
|
|
|
|
|
|
and Care
|
|
|
Facilities
|
|
|
Totals
|
|
|
and Care
|
|
|
Facilities
|
|
|
Totals
|
|
|
|
|
|
|
Advances on real estate loans receivable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in new loans
|
|
$
|
8,617
|
|
|
$
|
15,799
|
|
|
$
|
24,416
|
|
|
$
|
1,921
|
|
|
$
|
|
|
|
$
|
1,921
|
|
Draws on existing loans
|
|
|
18,838
|
|
|
|
|
|
|
|
18,838
|
|
|
|
34,149
|
|
|
|
976
|
|
|
|
35,125
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sub-total
|
|
|
27,455
|
|
|
|
15,799
|
|
|
|
43,254
|
|
|
|
36,070
|
|
|
|
976
|
|
|
|
37,046
|
|
Less: Seller financing on property sales
|
|
|
|
|
|
|
(1,470
|
)
|
|
|
(1,470
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash advances on real estate loans
|
|
|
27,455
|
|
|
|
14,329
|
|
|
|
41,784
|
|
|
|
36,070
|
|
|
|
976
|
|
|
|
37,046
|
|
Receipts on real estate loans receivable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan payoffs
|
|
|
1,599
|
|
|
|
|
|
|
|
1,599
|
|
|
|
18,440
|
|
|
|
|
|
|
|
18,440
|
|
Principal payments on loans
|
|
|
7,705
|
|
|
|
116
|
|
|
|
7,821
|
|
|
|
11,742
|
|
|
|
895
|
|
|
|
12,637
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total receipts on real estate loans
|
|
|
9,304
|
|
|
|
116
|
|
|
|
9,420
|
|
|
|
30,182
|
|
|
|
895
|
|
|
|
31,077
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net advances (receipts) on real estate loans
|
|
$
|
18,151
|
|
|
$
|
14,213
|
|
|
$
|
32,364
|
|
|
$
|
5,888
|
|
|
$
|
81
|
|
|
$
|
5,969
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
9
HEALTH CARE REIT, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
and FCE.B). We acquired a 49% interest in a seven-building life science campus with approximately
1.2 million square feet 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 and includes affiliates
of investment grade pharmaceutical and research tenants such as Novartis, Genzyme, Millennium (a
subsidiary of Takeda Pharmaceuticals), and Brigham and Womens Hospital. Forest City Enterprises
self-developed the portfolio and will continue to manage it on behalf of the joint venture. The
life science campus is part of a mixed-use project that includes a 210-room hotel, 674 residential
units, a grocery store, restaurants and retail.
In connection with these transactions, we invested $174,574,000 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 results of operations for these properties 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. The aggregate remaining unamortized basis
difference of our investment in this joint venture of $21,082,000 at June 30, 2010 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.
8. Customer Concentration
The following table summarizes certain information about our customer concentration as of
June 30, 2010 (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
Total
|
|
Percent of
|
|
|
Properties
|
|
Investment
(2)
|
|
Investment
(3)
|
|
|
|
|
|
|
|
Concentration by investment:
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Living Communities, LLC
|
|
|
11
|
|
|
$
|
533,432
|
|
|
|
8
|
%
|
Aurora Health Care, Inc.
|
|
|
18
|
|
|
|
308,338
|
|
|
|
5
|
%
|
Brookdale Senior Living, Inc.
|
|
|
86
|
|
|
|
305,928
|
|
|
|
4
|
%
|
Signature Healthcare LLC
|
|
|
32
|
|
|
|
264,005
|
|
|
|
4
|
%
|
Emeritus Corporation
|
|
|
20
|
|
|
|
234,827
|
|
|
|
3
|
%
|
Remaining portfolio
|
|
|
458
|
|
|
|
5,253,970
|
|
|
|
76
|
%
|
|
|
|
|
|
Totals
|
|
|
625
|
|
|
$
|
6,900,500
|
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
(1)
|
|
All of our top five customers, except for Aurora Health Care, Inc., are in our senior housing
and care segment.
|
|
(2)
|
|
Includes our share of unconsolidated joint venture investment of $352,385,000. Please see
Note 7 for additional information.
|
|
(3)
|
|
Investments with our top five customers comprised 24% of total investments at December 31,
2009.
|
9. Borrowings Under Line of Credit Arrangement and Related Items
At June 30, 2010, we had an unsecured line of credit arrangement with a consortium of
sixteen banks in the amount of $1,150,000,000, which is scheduled to expire on August 5, 2011 (with
the ability to extend for one year at our discretion if we are in compliance with all covenants).
Borrowings under the agreement are subject to interest payable in periods no longer than three
months at either the agent banks prime rate of interest or the applicable margin over LIBOR
interest rate, at our option (0.95% at June 30, 2010). The applicable margin is based on certain of
our debt ratings and was 0.6% at June 30, 2010. In addition, we pay a facility fee annually to each
bank based on the banks commitment amount. The facility fee depends on certain of our debt ratings
and was 0.15% at June 30, 2010. We also pay an annual agents 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 June 30,
|
|
Six Months Ended June 30,
|
|
|
2010
|
|
2009
|
|
2010
|
|
2009
|
Balance outstanding at quarter end
|
|
$
|
206,000
|
|
|
$
|
342,000
|
|
|
$
|
206,000
|
|
|
$
|
342,000
|
|
Maximum amount outstanding at any month end
|
|
$
|
431,000
|
|
|
$
|
342,000
|
|
|
$
|
431,000
|
|
|
$
|
559,000
|
|
Average amount outstanding (total of daily
principal balances divided by days in period)
|
|
$
|
293,505
|
|
|
$
|
273,242
|
|
|
$
|
288,337
|
|
|
$
|
344,724
|
|
Weighted average interest rate (actual interest
expense divided by average borrowings
outstanding)
|
|
|
1.63
|
%
|
|
|
1.77
|
%
|
|
|
1.55
|
%
|
|
|
1.68
|
%
|
10
HEALTH CARE REIT, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
10. Senior Unsecured Notes and Secured Debt
We have $2,135,422,000 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
$2,164,930,000 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, generating net proceeds of $337,517,000. 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 notes 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 $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 June 30, 2010, 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, generating net proceeds of $388,943,000. 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 notes 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 June 30, 2010, we had $168,086,000 of these notes outstanding.
During the six months ended June 30, 2010, we issued $494,403,000 of 3.00% senior unsecured
convertible notes due December 2029, generating net proceeds of $486,084,000. 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 notes 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 with net proceeds of $446,328,000. We have secured debt totaling $813,341,000,
collateralized by owned properties, with annual stated interest rates ranging from 4.60% to 7.98%.
The carrying amounts of the secured debt represent the par value of $813,749,000 adjusted for any
unamortized fair value adjustments. The carrying values of the properties securing the debt
totaled $1,176,865,000 at June 30, 2010. During the six months ended June 30, 2010, we assumed
$106,140,000 of first mortgage loans with an average rate of 7.35% secured by 17 medical office
buildings, assumed $10,289,000 of first mortgage loans with an average rate of 6.14% secured by two
senior housing facilities and raised $81,977,000 of first mortgage loans with an average rate of
5.10% secured by eight skilled nursing facilities.
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 June 30, 2010, we were in compliance with all of the covenants under our debt agreements.
At June 30, 2010, the annual principal payments due on these debt obligations are as follows
(in thousands):
11
HEALTH CARE REIT, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior
|
|
|
Secured
|
|
|
|
|
|
|
Unsecured Notes
(1)
|
|
|
Debt
(1)
|
|
|
Totals
|
|
2010
|
|
$
|
|
|
|
$
|
8,957
|
|
|
$
|
8,957
|
|
2011
|
|
|
|
|
|
|
18,772
|
|
|
|
18,772
|
|
2012
|
|
|
76,853
|
|
|
|
25,313
|
|
|
|
102,166
|
|
2013
|
|
|
300,000
|
|
|
|
74,523
|
|
|
|
374,523
|
|
2014
|
|
|
|
|
|
|
144,343
|
|
|
|
144,343
|
|
Thereafter
|
|
|
1,788,077
|
|
|
|
541,841
|
|
|
|
2,329,918
|
|
|
|
|
|
|
|
|
|
|
|
Totals
|
|
$
|
2,164,930
|
|
|
$
|
813,749
|
|
|
$
|
2,978,679
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Amounts represent principal amounts due and do not include unamortized
premiums/discounts or other fair value adjustments as reflected on the balance sheet.
|
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
|
|
June 30, 2010
|
|
December 31, 2009
|
Cash flow hedge interest rate swaps
|
|
Other liabilities
|
|
$
|
7,799
|
|
|
$
|
2,381
|
|
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 $2,812,000 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
|
|
Six Months Ended
|
|
|
Location
|
|
June 30, 2010
|
|
June 30, 2009
|
|
June 30, 2010
|
|
June 30, 2009
|
Gain (loss) on interest rate swap recognized in
OCI (effective portion)
|
|
n/a
|
|
$
|
(4,962
|
)
|
|
$
|
(40
|
)
|
|
$
|
(7,016
|
)
|
|
$
|
(80
|
)
|
Gain (loss) reclassified from AOCI into
income (effective portion)
|
|
Interest expense
|
|
|
(794
|
)
|
|
|
|
|
|
|
(1,598
|
)
|
|
|
|
|
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. The August 2009 Swap has an effective date of August 12,
2009 and a maturity date of September 1, 2016. The August 2009 Swap has the economic effect of
fixing $52,198,000 at 3.93% plus a credit spread for seven years. The August 2009 Swap has been
designated as a cash flow hedge and we expect it to be
12
HEALTH CARE REIT, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
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. The September 2009 Swap has an effective date of September 30,
2009 and a maturity date of October 1, 2016. The September 2009 Swap has the economic effect of
fixing $48,155,000 at 3.2675% plus a credit spread for seven years. The September 2009 Swap has
been designated as a cash flow hedge and we expect 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.
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 June 30, 2010 or December 31, 2009.
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 June 30, 2010, 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 June 30, 2010, our obligation under the letter
of credit was $1,000,000.
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 November 2010. At June 30, 2010, our obligation under the letter of credit was
$129,057.
At June 30, 2010, we had outstanding construction financings of $255,883,000 for leased
properties and were committed to providing additional financing of approximately $310,022,000 to
complete construction. At June 30, 2010, we had contingent purchase obligations totaling
$10,764,000. 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.
At June 30, 2010, we had operating lease obligations of $183,398,000 relating to certain
ground leases and company office space. We incurred rental expense relating to our company office
space of $303,000 and $635,000 for the three and six months ended June 30, 2010, respectively, as
compared to $300,000 and $597,000 for the same periods in 2009. 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 June 30, 2010, aggregate future minimum rentals to
be received under these noncancelable subleases totaled $31,749,000.
At June 30, 2010, future minimum lease payments due under operating leases are as follows
(in thousands):
|
|
|
|
|
2010
|
|
$
|
2,259
|
|
2011
|
|
|
4,611
|
|
2012
|
|
|
4,291
|
|
2013
|
|
|
4,295
|
|
2014
|
|
|
4,317
|
|
Thereafter
|
|
|
163,625
|
|
|
|
|
|
Totals
|
|
$
|
183,398
|
|
|
|
|
|
13
HEALTH CARE REIT, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
13. Stockholders Equity
The following is a summary of our stockholders equity capital accounts as of the dates
indicated:
|
|
|
|
|
|
|
|
|
|
|
June 30, 2010
|
|
December 31, 2009
|
Preferred Stock, $1.00 par value:
|
|
|
|
|
|
|
|
|
Authorized shares
|
|
|
50,000,000
|
|
|
|
50,000,000
|
|
Issued shares
|
|
|
11,397,252
|
|
|
|
11,474,093
|
|
Outstanding shares
|
|
|
11,397,252
|
|
|
|
11,474,093
|
|
|
|
|
|
|
|
|
|
|
Common Stock, $1.00 par value:
|
|
|
|
|
|
|
|
|
Authorized shares
|
|
|
225,000,000
|
|
|
|
225,000,000
|
|
Issued shares
|
|
|
124,781,646
|
|
|
|
123,583,242
|
|
Outstanding shares
|
|
|
124,498,970
|
|
|
|
123,385,317
|
|
Preferred Stock.
During the six months ended June 30, 2009, certain holders of our
Series G Cumulative Convertible Preferred Stock converted 40,600 shares into 29,056 shares of our
common stock, leaving 400,713 of such shares outstanding at June 30, 2009. During the six months
ended June 30, 2010, certain holders of our Series G Cumulative Convertible Preferred Stock
converted 76,841 shares into 54,990 shares of our common stock, leaving 322,872 of such shares
outstanding at June 30, 2010.
Common Stock.
The following is a summary of our common stock issuances during the six
months ended June 30, 2010 and 2009 (dollars in thousands, except per share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares Issued
|
|
|
Average Price
|
|
|
Gross Proceeds
|
|
|
Net Proceeds
|
|
February 2009 public issuance
|
|
|
5,816,870
|
|
|
$
|
36.85
|
|
|
$
|
214,352
|
|
|
$
|
210,880
|
|
2009 Equity shelf plan issuances
|
|
|
400,000
|
|
|
|
36.05
|
|
|
|
14,420
|
|
|
|
13,723
|
|
2009 Dividend reinvestment plan
issuances
|
|
|
741,282
|
|
|
|
33.18
|
|
|
|
24,593
|
|
|
|
24,593
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 Totals
|
|
|
6,958,152
|
|
|
|
|
|
|
$
|
253,365
|
|
|
$
|
249,196
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 Dividend reinvestment plan
issuances
|
|
|
855,343
|
|
|
$
|
41.59
|
|
|
$
|
35,570
|
|
|
$
|
35,570
|
|
2010 Option exercises
|
|
|
51,313
|
|
|
|
38.78
|
|
|
|
1,990
|
|
|
|
1,990
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 Totals
|
|
|
906,656
|
|
|
|
|
|
|
$
|
37,560
|
|
|
$
|
37,560
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends
. The following is a summary of our dividend payments (dollars in
thousands, except per share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
|
June 30, 2010
|
|
|
June 30, 2009
|
|
|
|
Per Share
|
|
|
Amount
|
|
|
Per Share
|
|
|
Amount
|
|
Common Stock
|
|
$
|
1.3600
|
|
|
$
|
169,069
|
|
|
$
|
1.3600
|
|
|
$
|
151,725
|
|
Series D Preferred Stock
|
|
|
0.9844
|
|
|
|
3,938
|
|
|
|
0.9844
|
|
|
|
3,938
|
|
Series E Preferred Stock
|
|
|
0.7500
|
|
|
|
56
|
|
|
|
0.7500
|
|
|
|
56
|
|
Series F Preferred Stock
|
|
|
0.9532
|
|
|
|
6,672
|
|
|
|
0.9532
|
|
|
|
6,672
|
|
Series G Preferred Stock
|
|
|
0.9376
|
|
|
|
327
|
|
|
|
0.9376
|
|
|
|
373
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals
|
|
|
|
|
|
$
|
180,062
|
|
|
|
|
|
|
$
|
162,764
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14
HEALTH CARE REIT, INC.
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):
|
|
|
|
|
|
|
|
|
|
|
June 30, 2010
|
|
|
December 31, 2009
|
|
Unrecognized losses on cash flow hedges
|
|
$
|
(7,405
|
)
|
|
$
|
(1,907
|
)
|
Unrecognized losses on equity investments
|
|
|
(687
|
)
|
|
|
(550
|
)
|
Unrecognized actuarial losses
|
|
|
(434
|
)
|
|
|
(434
|
)
|
|
|
|
|
|
|
|
Totals
|
|
$
|
(8,526
|
)
|
|
$
|
(2,891
|
)
|
|
|
|
|
|
|
|
The following is a summary of comprehensive income/(loss) for the periods indicated
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
2009
|
|
Unrecognized losses on cash flow hedges
|
|
$
|
(4,208
|
)
|
|
$
|
(41
|
)
|
|
$
|
(5,498
|
)
|
|
$
|
(81
|
)
|
Unrecognized gains (losses) on equity investments
|
|
|
(227
|
)
|
|
|
373
|
|
|
|
(137
|
)
|
|
|
178
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other comprehensive income
|
|
|
(4,435
|
)
|
|
|
332
|
|
|
|
(5,635
|
)
|
|
|
97
|
|
Net income attributable to controlling interests
|
|
|
51,130
|
|
|
|
64,756
|
|
|
|
82,451
|
|
|
|
131,398
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income attributable to controlling interests
|
|
|
46,695
|
|
|
|
65,088
|
|
|
|
76,816
|
|
|
|
131,495
|
|
Net and comprehensive income attributable to noncontrolling interests
|
|
|
(66
|
)
|
|
|
3
|
|
|
|
307
|
|
|
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income
|
|
$
|
46,629
|
|
|
$
|
65,091
|
|
|
$
|
77,123
|
|
|
$
|
131,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 $221,000 and $1,194,000 for the three and six months ended June 30, 2010,
respectively, as compared to $182,000 and $1,264,000 for the same periods in 2009.
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 continue 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:
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
June 30, 2010
|
|
June 30, 2009
|
Dividend yield
|
|
|
6.28
|
%
|
|
|
7.35
|
%
|
Expected volatility
|
|
|
34.08
|
%
|
|
|
29.36
|
%
|
Risk-free interest rate
|
|
|
3.23
|
%
|
|
|
2.33
|
%
|
Expected life (in years)
|
|
|
7.0
|
|
|
|
7.0
|
|
Weighted-average fair value
|
|
$
|
7.82
|
|
|
$
|
4.38
|
|
The dividend yield represented the dividend yield of our common stock on the dates
of grant. Our computation of expected
15
HEALTH CARE REIT, INC.
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 six months
ended June 30, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Weighted
|
|
|
Weighted Average
|
|
|
Aggregate
|
|
|
|
Shares
|
|
|
Average
|
|
|
Remaining
|
|
|
Intrinsic
|
|
Stock Options
|
|
(000s)
|
|
|
Exercise Price
|
|
|
Contract Life (years)
|
|
|
Value ($000s)
|
|
Options at beginning of year
|
|
|
1,062
|
|
|
$
|
37.71
|
|
|
|
8.1
|
|
|
|
|
|
Options granted
|
|
|
280
|
|
|
|
43.29
|
|
|
|
|
|
|
|
|
|
Options exercised
|
|
|
(51
|
)
|
|
|
34.05
|
|
|
|
|
|
|
|
|
|
Options terminated
|
|
|
(3
|
)
|
|
|
38.32
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options at end of period
|
|
|
1,288
|
|
|
$
|
$39.07
|
|
|
|
7.8
|
|
|
$
|
4,620
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercisable at end of period
|
|
|
517
|
|
|
$
|
37.08
|
|
|
|
6.1
|
|
|
$
|
2,825
|
|
Weighted average fair value of
options granted during the period
|
|
|
|
|
|
$
|
$7.82
|
|
|
|
|
|
|
|
|
|
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 June 30, 2010. During the six months ended June 30, 2010, the aggregate intrinsic
value of options exercised under our stock incentive plans was $550,000 (determined as of the date
of option exercise). There were no option exercises during the six months ended June 30, 2009.
Cash received from option exercises under our stock incentive plans was $1,990,000 for the six
months ended June 30, 2010.
As of June 30, 2010, there was approximately $3,155,000 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 June 30, 2010, there
was approximately $9,360,000 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 four years.
The following table summarizes information about non-vested stock incentive awards as of June
30, 2010 and changes for the six months ended June 30, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Options
|
|
|
Restricted Stock
|
|
|
|
Number of
|
|
|
Weighted Average
|
|
|
Number of
|
|
|
Weighted Average
|
|
|
|
Shares
|
|
|
Grant Date
|
|
|
Shares
|
|
|
Grant Date
|
|
|
|
(000s)
|
|
|
Fair Value
|
|
|
(000s)
|
|
|
Fair Value
|
|
Non-vested at December 31,
2009
|
|
|
675
|
|
|
$
|
5.44
|
|
|
|
405
|
|
|
$
|
40.26
|
|
Vested
|
|
|
(181
|
)
|
|
|
5.91
|
|
|
|
(229
|
)
|
|
|
42.05
|
|
Granted
|
|
|
280
|
|
|
|
7.82
|
|
|
|
239
|
|
|
|
43.23
|
|
Terminated
|
|
|
(4
|
)
|
|
|
8.38
|
|
|
|
(1
|
)
|
|
|
38.55
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-vested at June 30, 2010
|
|
|
770
|
|
|
$
|
6.18
|
|
|
|
414
|
|
|
$
|
41.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16
HEALTH CARE REIT, INC.
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
|
|
|
Six Months Ended
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
2009
|
|
Numerator for basic and diluted earnings
per share net income attributable to
common stockholders
|
|
$
|
45,646
|
|
|
$
|
59,240
|
|
|
$
|
71,458
|
|
|
$
|
120,359
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for basic earnings per
share weighted average shares
|
|
|
123,808
|
|
|
|
110,864
|
|
|
|
123,541
|
|
|
|
109,548
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee stock options
|
|
|
102
|
|
|
|
|
|
|
|
104
|
|
|
|
|
|
Non-vested restricted shares
|
|
|
414
|
|
|
|
408
|
|
|
|
414
|
|
|
|
408
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dilutive potential common shares
|
|
|
516
|
|
|
|
408
|
|
|
|
518
|
|
|
|
408
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for diluted earnings per
share adjusted weighted average
shares
|
|
|
124,324
|
|
|
|
111,272
|
|
|
|
124,059
|
|
|
|
109,956
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share
|
|
$
|
0.37
|
|
|
$
|
0.53
|
|
|
$
|
0.58
|
|
|
$
|
1.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share
|
|
$
|
0.37
|
|
|
$
|
0.53
|
|
|
$
|
0.58
|
|
|
$
|
1.09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The diluted earnings per share calculations exclude the dilutive effect of 381,000 stock
options for the three and six months ended June 30, 2010, as compared to 1,100,000 for the same
periods in 2009, because the exercise prices were less than the average market price. The Series E
Cumulative Convertible and Redeemable Preferred Stock, the Series G Cumulative Convertible
Preferred Stock, and outstanding convertible senior unsecured notes were not included in these
calculations as the effect of the conversions into common stock was anti-dilutive for the relevant
periods presented.
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.
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.
17
HEALTH CARE REIT, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
The carrying amounts and estimated fair values of our financial instruments are as follows (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2010
|
|
December 31, 2009
|
|
|
Carrying
|
|
Fair
|
|
Carrying
|
|
Fair
|
|
|
Amount
|
|
Value
|
|
Amount
|
|
Value
|
Financial Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage loans receivable
|
|
$
|
107,674
|
|
|
$
|
107,791
|
|
|
$
|
74,517
|
|
|
$
|
74,765
|
|
Other real estate loans receivable
|
|
|
364,131
|
|
|
|
360,595
|
|
|
|
352,846
|
|
|
|
354,429
|
|
Available-for-sale equity investments
|
|
|
913
|
|
|
|
913
|
|
|
|
1,050
|
|
|
|
1,050
|
|
Cash and cash equivalents
|
|
|
55,423
|
|
|
|
55,423
|
|
|
|
35,476
|
|
|
|
35,476
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings under unsecured lines of
credit arrangements
|
|
$
|
206,000
|
|
|
$
|
206,000
|
|
|
$
|
140,000
|
|
|
$
|
140,000
|
|
Senior unsecured notes
|
|
|
2,135,422
|
|
|
|
2,299,610
|
|
|
|
1,653,027
|
|
|
|
1,762,129
|
|
Secured debt
|
|
|
813,341
|
|
|
|
820,864
|
|
|
|
620,995
|
|
|
|
623,266
|
|
Interest rate swap agreements
|
|
|
7,799
|
|
|
|
7,799
|
|
|
|
2,381
|
|
|
|
2,381
|
|
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.
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 June 30, 2010
|
|
|
|
Total
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
Available-for-sale equity
investments
(1)
|
|
$
|
913
|
|
|
$
|
913
|
|
|
$
|
|
|
|
$
|
|
|
Interest rate swap agreements
(2)
|
|
|
(7,799
|
)
|
|
|
|
|
|
|
(7,799
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals
|
|
$
|
(6,886
|
)
|
|
$
|
913
|
|
|
$
|
(7,799
|
)
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Unrealized gains or losses on equity investments are recorded in accumulated other comprehensive income (loss) at each measurement date.
|
|
(2)
|
|
Please see Note 11 for additional information.
|
18
HEALTH CARE REIT, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
17. Segment Reporting
We invest in senior housing and health care real estate. We evaluate our business and make
resource allocations on our two business segments senior housing and care and medical
facilities. Our primary senior housing and care properties include skilled nursing facilities,
assisted living facilities, independent living/continuing care retirement communities and
combinations thereof. Under the senior housing and care 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 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 and care investments. Our life science
investments are currently held 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, 2009, as updated by our Current Report
on Form 8-K filed May 10, 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.
During the six months ended June 30, 2010, we changed the names of our segments and
reclassified certain assets and related revenues. All hospitals that were formerly classified as
investment properties have been reclassified to medical facilities. Accordingly, we have
reclassified the following prior period amounts to be consistent with the current year
classification for the three and six months ended June 30, 2009,
respectively: (i) rental income of $10,627,000 and $23,304,000;
(ii) interest income of $1,248,000 and $2,478,000; (iii) other
income of $70,000 and $172,000; and (iv) real estate
depreciation/amortization of $3,155,000 and $6,823,000. Additionally, we
have restated $97,000 and $194,000 of interest income from non-segment/corporate revenues to medical facilities
to be consistent with the current year classification.
Summary information for the reportable segments during the three and six months ended June 30,
2010 and 2009 is as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property
|
|
|
Net
|
|
|
Real Estate
|
|
|
|
|
|
|
|
|
|
Rental
|
|
|
Interest
|
|
|
Other
|
|
|
Total
|
|
|
Operating
|
|
|
Operating
|
|
|
Depreciation/
|
|
|
Interest
|
|
|
Total
|
|
|
|
Income
(1)
|
|
|
Income
|
|
|
Income
|
|
|
Revenues
(1)
|
|
|
Expenses
(1)
|
|
|
Income
(2)
|
|
|
Amortization
(1)
|
|
|
Expense
(1)
|
|
|
Assets
|
|
Three Months Ended June 30, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior housing and care
|
|
$
|
97,254
|
|
|
$
|
8,830
|
|
|
$
|
1,536
|
|
|
$
|
107,620
|
|
|
$
|
|
|
|
$
|
107,620
|
|
|
$
|
28,553
|
|
|
$
|
5,022
|
|
|
$
|
4,234,307
|
|
Medical facilities
(3)
|
|
|
54,540
|
|
|
|
505
|
|
|
|
302
|
|
|
|
55,347
|
|
|
|
13,003
|
|
|
|
42,344
|
|
|
|
18,898
|
|
|
|
6,476
|
|
|
|
2,718,111
|
|
Non-segment/Corporate
|
|
|
|
|
|
|
|
|
|
|
812
|
|
|
|
812
|
|
|
|
|
|
|
|
812
|
|
|
|
|
|
|
|
26,052
|
|
|
|
126,913
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
151,794
|
|
|
$
|
9,335
|
|
|
$
|
2,650
|
|
|
$
|
163,779
|
|
|
$
|
13,003
|
|
|
$
|
150,776
|
|
|
$
|
47,451
|
|
|
$
|
37,550
|
|
|
$
|
7,079,331
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior housing and care
|
|
$
|
90,657
|
|
|
$
|
8,910
|
|
|
$
|
570
|
|
|
$
|
100,137
|
|
|
$
|
|
|
|
$
|
100,137
|
|
|
$
|
25,663
|
|
|
$
|
2,913
|
|
|
|
|
|
Medical facilities
|
|
|
43,220
|
|
|
|
1,248
|
|
|
|
304
|
|
|
|
44,772
|
|
|
|
12,044
|
|
|
|
32,728
|
|
|
|
15,068
|
|
|
|
5,238
|
|
|
|
|
|
Non-segment/Corporate
|
|
|
|
|
|
|
|
|
|
|
363
|
|
|
|
363
|
|
|
|
|
|
|
|
363
|
|
|
|
|
|
|
|
19,181
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
133,877
|
|
|
$
|
10,158
|
|
|
$
|
1,237
|
|
|
$
|
145,272
|
|
|
$
|
12,044
|
|
|
$
|
133,228
|
|
|
$
|
40,731
|
|
|
$
|
27,332
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property
|
|
|
Net
|
|
|
Real Estate
|
|
|
|
|
|
|
Rental
|
|
|
Interest
|
|
|
Other
|
|
|
Total
|
|
|
Operating
|
|
|
Operating
|
|
|
Depreciation/
|
|
|
Interest
|
|
|
|
Income
(1)
|
|
|
Income
|
|
|
Income
|
|
|
Revenues
(1)
|
|
|
Expenses
(1)
|
|
|
Income
(2)
|
|
|
Amortization
(1)
|
|
|
Expense
(1)
|
|
Six Months Ended June 30, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior housing and care
|
|
$
|
190,490
|
|
|
$
|
17,405
|
|
|
$
|
2,028
|
|
|
$
|
209,923
|
|
|
$
|
|
|
|
$
|
209,923
|
|
|
$
|
54,954
|
|
|
$
|
9,693
|
|
Medical facilities
(3)
|
|
|
105,410
|
|
|
|
978
|
|
|
|
574
|
|
|
|
106,962
|
|
|
|
26,722
|
|
|
|
80,240
|
|
|
|
36,078
|
|
|
|
12,053
|
|
Non-segment/Corporate
|
|
|
|
|
|
|
|
|
|
|
1,044
|
|
|
|
1,044
|
|
|
|
|
|
|
|
1,044
|
|
|
|
|
|
|
|
45,789
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
295,900
|
|
|
$
|
18,383
|
|
|
$
|
3,646
|
|
|
$
|
317,929
|
|
|
$
|
26,722
|
|
|
$
|
291,207
|
|
|
$
|
91,032
|
|
|
$
|
67,535
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior housing and care
|
|
$
|
180,092
|
|
|
$
|
17,633
|
|
|
$
|
1,362
|
|
|
$
|
199,087
|
|
|
$
|
|
|
|
$
|
199,087
|
|
|
$
|
51,279
|
|
|
$
|
4,558
|
|
Medical facilities
|
|
|
89,150
|
|
|
|
2,478
|
|
|
|
619
|
|
|
|
92,247
|
|
|
|
24,026
|
|
|
|
68,221
|
|
|
|
30,778
|
|
|
|
10,450
|
|
Non-segment/Corporate
|
|
|
|
|
|
|
|
|
|
|
740
|
|
|
|
740
|
|
|
|
|
|
|
|
740
|
|
|
|
|
|
|
|
40,335
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
269,242
|
|
|
$
|
20,111
|
|
|
$
|
2,721
|
|
|
$
|
292,074
|
|
|
$
|
24,026
|
|
|
$
|
268,048
|
|
|
$
|
82,057
|
|
|
$
|
55,343
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Includes amounts from discontinued operations.
|
|
(2)
|
|
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.
|
|
(3)
|
|
Excludes amounts related to our life science buildings held in an unconsolidated joint
venture. Please see Note 7 for additional information.
|
19
HEALTH CARE REIT, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
18. Subsequent Events
Merrill Gardens
. On August 4, 2010, we announced we will form an $817 million partnership
with Merrill Gardens, LLC. We will acquire an 80% interest in a 38-building senior housing
portfolio with 4,388 units located primarily in California and Washington. Merrill Gardens will
continue to manage the assets and own the remaining 20% interest. The partnership will consist of
13 facilities currently owned by us valued at $307 million and 25 additional facilities valued at
$510 million. The transaction is anticipated to close in September.
20
Item 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis is based primarily on the consolidated financial
statements of Health Care REIT, Inc. for the periods presented and should be read together with the
notes thereto contained in this Quarterly Report on Form 10-Q. Other important factors are
identified in our Annual Report on Form 10-K for the year ended December 31, 2009, as updated by
our Current Report on Form 8-K filed May 10, 2010, including factors identified under the headings
Business, Risk Factors and Managements Discussion and Analysis of Financial Condition and
Results of Operations.
Executive Summary
Company Overview
Health Care REIT, Inc. is an equity real estate investment trust (REIT) that invests in
senior housing and health care real estate. Founded in 1970, we were the first REIT to invest
exclusively in health care facilities. The following table summarizes our portfolio as of June 30,
2010:
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Investments
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Percentage of
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Number of
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# Beds/Units
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Investment per
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Type of Property
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(in thousands)
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Investments
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Properties
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or Sq. Ft.
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metric
(1)
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States
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Senior housing facilities
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$
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2,672,125
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38.7
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%
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241
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19,340
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units
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$
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140,726
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per unit
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34
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Skilled nursing facilities
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1,434,269
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20.8
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%
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204
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27,442
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beds
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52,265
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per bed
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26
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Hospitals
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719,324
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10.4
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%
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31
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1,826
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beds
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442,424
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per bed
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13
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Medical office buildings
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1,722,397
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25.0
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%
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142
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7,587,088
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sq. ft.
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250
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per sq. ft.
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25
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Life science buildings
(2)
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352,385
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5.1
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%
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7
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n/a
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1
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Totals
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$
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6,900,500
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100.0
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%
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625
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39
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(1)
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Investment per metric was computed by using the total investment amount of $6,858,137,000, which includes net real estate investments and unfunded construction commitments for which initial funding has commenced which
amounted to $6,548,115,000 and $310,022,000, respectively.
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(2)
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Includes our share of unconsolidated joint venture investments. Please see Note 7 to our unaudited financial statements for additional information.
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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
projects that national health expenditures will rise to $3.4 trillion in 2015 or 17.7% of gross
domestic product (GDP). This is up from $2 trillion or 15.7% of GDP in 2005. Health
expenditures per capita are projected to rise approximately 4.7% per year from 2005 to 2015. 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 is
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 16.4% 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. The elderly population aged 65 and over is projected to increase by 76.6% through
2030. Most health care services are provided within a health care facility such as a hospital, a
physicians 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:
21
Item 2.
Managements 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:
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Specialized nature of the industry which enhances the credibility and experience of our
company;
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Projected population growth combined with stable or increasing health care utilization
rates which ensures demand; and
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On-going merger and acquisition activity.
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Economic Outlook
The serious economic recession affecting the national and global economy has continued to impact all sectors,
including to a somewhat lesser degree health care. Continuing mixed economic signals have made it difficult to
predict when there might be a return to more normal and stable growth rates, employment levels and overall
economic performance.
Banks have remained cautious in their lending, but significant liquidity has been injected into the senior housing
and care markets by various Government-Sponsored Enterprises. In addition, there is significant equity investment
capital available for certain health care sectors, particularly medical office buildings. This has had the effect of
keeping capitalization rates in these segments generally in line with or even below historic rates. Debt costs for
REITs have generally come down over the past 12 months, and equity markets for health care REITs have remained
open for the most part.
As a consequence, while liquidity remains an important consideration in 2010, we have been more aggressive in
pursuing attractive investment opportunities that meet our strategic and underwriting criteria. We have also been
more active in accessing capital markets during this time. We believe the markets in which we invest will continue
to offer stable returns during the economic downturn and significant growth potential as and when the economy
begins to rebound.
22
Item 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations
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 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 six months ended June 30, 2010, rental income and interest income represented 93% and
6% 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.
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 $1.8 billion to $2.2 billion in 2010,
comprised of acquisitions/joint ventures totaling $1.5 billion to $1.8 billion and funded new
development of $300 million to $400 million. We anticipate the sale of real property and the
repayment of loans receivable totaling approximately $300 million during 2010. 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
June 30, 2010, we had $55,423,000 of cash and cash equivalents, $59,656,000 of restricted cash and
$944,000,000 of available borrowing capacity under our unsecured line of credit arrangement.
Key Transactions in 2010
We have completed the following key transactions to date in 2010:
23
Item 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations
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our Board of Directors increased the quarterly cash dividend to $0.69 per common share,
as compared to $0.68 per common share for 2009, beginning in August 2010. The dividend
declared for the quarter ended June 30, 2010 represents the 157
th
consecutive
quarterly dividend payment;
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we completed $877,597,000 of gross investments and had $47,528,000 of investment payoffs
during the six months ended June 30, 2010;
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we issued $494,403,000 of 3.00% convertible senior unsecured notes due 2029 and
repurchased $441,326,000 of 4.75% convertible senior unsecured notes due 2026 and 2027 in
March and June 2010;
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we issued $450,000,000 of 6.125% senior unsecured notes due 2020 with net proceeds of
$446,328,000 in April and June 2010; and
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we raised $81,977,000 of HUD mortgage loans at an average rate of 5.10%.
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Recent
Events
On August 4, 2010, we announced we will form an $817 million partnership with Merrill Gardens, LLC. We
will acquire an 80% interest in a 38-building senior housing portfolio with 4,388 units located primarily in
California and Washington. Merrill Gardens will continue to manage the assets and own the remaining 20%
interest. The partnership will consist of 13 facilities currently owned by us valued at $307 million and 25 additional
facilities valued at $510 million. The entire portfolio is currently projected to generate 2011 NOI after management
fees of approximately $60 to $63 million. The transaction is anticipated to close in September.
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):
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Three Months Ended
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March 31,
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June 30,
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September 30,
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December 31,
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March 31,
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June 30,
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2009
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2009
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2009
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2009
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2010
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2010
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Net income attributable to
common stockholders
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$
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61,119
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$
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59,240
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$
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19,130
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$
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31,700
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$
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25,812
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$
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45,646
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Funds from operations
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85,322
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89,207
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60,933
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56,290
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63,087
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92,214
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Net operating income
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134,819
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133,228
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133,964
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145,667
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143,055
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157,415
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Per share data (fully diluted):
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Net income attributable to
common stockholders
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$
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0.56
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$
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0.53
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$
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0.17
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$
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0.26
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$
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0.21
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$
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0.37
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Funds from operations
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0.79
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0.80
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0.53
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0.46
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0.51
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0.74
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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:
24
Item 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations
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Three Months Ended
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March 31,
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June 30,
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September 30,
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December 31,
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March 31,
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June 30,
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2009
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2009
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2009
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2009
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2010
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2010
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Debt to book capitalization ratio
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43
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%
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44
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%
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39
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%
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39
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%
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43
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%
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46
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%
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Debt to undepreciated book
capitalization ratio
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39
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%
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40
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%
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35
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%
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35
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%
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39
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%
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41
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%
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Debt to market capitalization ratio
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41
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%
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40
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%
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31
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%
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30
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%
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32
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%
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36
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%
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Interest coverage ratio
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3.88
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x
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3.74
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x
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2.63
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x
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3.21
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x
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3.08
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x
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3.48
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x
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Fixed charge coverage ratio
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3.18
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x
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3.07
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x
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2.16
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x
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2.57
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x
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2.44
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x
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2.78
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x
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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:
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March 31,
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June 30,
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September 30,
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December 31,
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March 31,
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June 30,
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2009
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2009
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2009
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2009
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2010
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2010
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Asset mix:
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Real property
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92
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%
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92
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%
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92
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%
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93
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%
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93
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%
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93
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%
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Real estate loans receivable
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8
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%
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8
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%
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8
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%
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7
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%
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7
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%
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7
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%
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Investment mix:
(1)
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Senior housing facilities
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40
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%
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40
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%
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40
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%
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42
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%
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38
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%
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39
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%
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Skilled nursing facilities
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27
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%
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26
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%
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26
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%
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25
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%
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22
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%
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21
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%
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Hospitals
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10
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%
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10
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%
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11
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%
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10
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%
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10
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%
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10
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%
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Medical office buildings
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23
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%
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24
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%
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23
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%
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23
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%
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25
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%
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25
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%
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Life science buildings
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0
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%
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0
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%
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0
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%
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0
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%
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5
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%
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5
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%
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Customer mix:
(1)
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Senior Living Communities, LLC
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6
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%
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6
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%
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|
7
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%
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7
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%
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8
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%
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8
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%
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Aurora Health Care, Inc.
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5
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%
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5
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%
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Brookdale Senior Living Inc
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|
5
|
%
|
|
|
5
|
%
|
|
|
5
|
%
|
|
|
5
|
%
|
|
|
5
|
%
|
|
|
4
|
%
|
Signature Healthcare LLC
|
|
|
5
|
%
|
|
|
5
|
%
|
|
|
5
|
%
|
|
|
5
|
%
|
|
|
4
|
%
|
|
|
4
|
%
|
Emeritus Corporation
|
|
|
4
|
%
|
|
|
4
|
%
|
|
|
4
|
%
|
|
|
4
|
%
|
|
|
4
|
%
|
|
|
3
|
%
|
Life Care Centers of America, Inc.
|
|
|
5
|
%
|
|
|
4
|
%
|
|
|
3
|
%
|
|
|
3
|
%
|
|
|
|
|
|
|
|
|
Remaining customers
|
|
|
75
|
%
|
|
|
76
|
%
|
|
|
76
|
%
|
|
|
76
|
%
|
|
|
74
|
%
|
|
|
76
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Geographic mix:
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Florida
|
|
|
14
|
%
|
|
|
13
|
%
|
|
|
13
|
%
|
|
|
12
|
%
|
|
|
12
|
%
|
|
|
11
|
%
|
Massachusetts
|
|
|
7
|
%
|
|
|
7
|
%
|
|
|
7
|
%
|
|
|
7
|
%
|
|
|
11
|
%
|
|
|
11
|
%
|
Texas
|
|
|
11
|
%
|
|
|
11
|
%
|
|
|
11
|
%
|
|
|
11
|
%
|
|
|
10
|
%
|
|
|
10
|
%
|
California
|
|
|
8
|
%
|
|
|
8
|
%
|
|
|
8
|
%
|
|
|
9
|
%
|
|
|
9
|
%
|
|
|
9
|
%
|
Wisconsin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7
|
%
|
|
|
7
|
%
|
Ohio
|
|
|
|
|
|
|
|
|
|
|
5
|
%
|
|
|
6
|
%
|
|
|
|
|
|
|
|
|
Tennessee
|
|
|
5
|
%
|
|
|
5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Remaining states
|
|
|
55
|
%
|
|
|
56
|
%
|
|
|
56
|
%
|
|
|
55
|
%
|
|
|
51
|
%
|
|
|
52
|
%
|
|
|
|
(1)
|
|
Includes our share of unconsolidated joint venture investments.
|
We evaluate our key performance indicators in conjunction with current expectations
to determine if historical trends are indicative
25
Item 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations
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, 2009, as updated by our Current Report on Form 8-K filed May 10, 2010, under the headings
Business, Risk Factors and Managements 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,
|
|
June 30,
|
|
|
2009
|
|
2009
|
|
2009
|
|
2009
|
|
2010
|
|
2010
|
Net operating income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior housing and care
|
|
$
|
98,950
|
|
|
$
|
100,137
|
|
|
$
|
99,252
|
|
|
$
|
101,024
|
|
|
$
|
102,307
|
|
|
$
|
107,620
|
|
Medical facilities
(1)
|
|
|
35,493
|
|
|
|
32,728
|
|
|
|
34,512
|
|
|
|
44,411
|
|
|
|
40,517
|
|
|
|
48,983
|
|
Non-segment/corporate
|
|
|
376
|
|
|
|
363
|
|
|
|
200
|
|
|
|
232
|
|
|
|
231
|
|
|
|
812
|
|
|
|
|
Net operating income
|
|
$
|
134,819
|
|
|
$
|
133,228
|
|
|
$
|
133,964
|
|
|
$
|
145,667
|
|
|
$
|
143,055
|
|
|
$
|
157,415
|
|
|
|
|
|
|
|
(1)
|
|
Includes our share of net operating income from unconsolidated joint ventures.
|
Payment coverage
. Payment coverage of our operators continues to remain strong. Our
overall payment coverage is at 2.03 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2008
|
|
March 31, 2009
|
|
March 31, 2010
|
|
|
CBMF
|
|
CAMF
|
|
CBMF
|
|
CAMF
|
|
CBMF
|
|
CAMF
|
Senior housing facilities
|
|
|
1.54x
|
|
|
|
1.31x
|
|
|
|
1.49x
|
|
|
|
1.27x
|
|
|
|
1.48x
|
|
|
|
1.27x
|
|
Skilled nursing facilities
|
|
|
2.28x
|
|
|
|
1.67x
|
|
|
|
2.20x
|
|
|
|
1.61x
|
|
|
|
2.34x
|
|
|
|
1.72x
|
|
Hospitals
|
|
|
2.52x
|
|
|
|
1.96x
|
|
|
|
2.33x
|
|
|
|
2.01x
|
|
|
|
2.56x
|
|
|
|
2.23x
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted averages
|
|
|
1.98x
|
|
|
|
1.54x
|
|
|
|
1.94x
|
|
|
|
1.51x
|
|
|
|
2.03x
|
|
|
|
1.60x
|
|
Corporate Governance
Maintaining investor confidence and trust has become increasingly important in todays
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 and from us upon written request sent to the Senior Vice President Administration
and Corporate Secretary, Health Care REIT, Inc., One SeaGate, Suite 1500, P.O. Box 1475, Toledo,
Ohio 43603-1475.
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.
26
Item 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations
The following is a summary of our sources and uses of cash flows (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
Change
|
|
|
June 30, 2010
|
|
June 30, 2009
|
|
$
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of period
|
|
$
|
35,476
|
|
|
$
|
23,370
|
|
|
$
|
12,106
|
|
|
|
52
|
%
|
Cash provided from operating activities
|
|
|
191,506
|
|
|
|
184,333
|
|
|
|
7,173
|
|
|
|
4
|
%
|
Cash used in investing activities
|
|
|
(601,140
|
)
|
|
|
(60,253
|
)
|
|
|
(540,887
|
)
|
|
|
898
|
%
|
Cash provided from (used in) financing activities
|
|
|
429,581
|
|
|
|
(67,945
|
)
|
|
|
497,526
|
|
|
|
n/a
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$
|
55,423
|
|
|
$
|
79,505
|
|
|
$
|
(24,082
|
)
|
|
|
-30
|
%
|
|
|
|
|
|
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):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
Change
|
|
|
|
June 30, 2010
|
|
|
June 30, 2009
|
|
|
$
|
|
|
%
|
|
Gross straight-line rental income
|
|
$
|
8,598
|
|
|
$
|
9,927
|
|
|
$
|
(1,329
|
)
|
|
|
-13
|
%
|
Cash receipts due to real property sales
|
|
|
(752
|
)
|
|
|
(3,452
|
)
|
|
|
2,700
|
|
|
|
-78
|
%
|
Prepaid rent receipts
|
|
|
(3,316
|
)
|
|
|
(11,692
|
)
|
|
|
8,376
|
|
|
|
-72
|
%
|
Amortization related to below (above) market leases, net
|
|
|
1,296
|
|
|
|
724
|
|
|
|
572
|
|
|
|
79
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
5,826
|
|
|
$
|
(4,493
|
)
|
|
$
|
10,319
|
|
|
|
n/a
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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.
27
Item 2.
Managements 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):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
|
June 30, 2010
|
|
|
June 30, 2009
|
|
|
|
Properties
|
|
|
Amount
|
|
|
Properties
|
|
|
Amount
|
|
Real property acquisitions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior housing facilities
|
|
|
10
|
|
|
$
|
109,492
|
|
|
|
|
|
|
$
|
|
|
Medical office buildings
|
|
|
19
|
|
|
|
246,582
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total acquisitions
|
|
|
29
|
|
|
|
356,074
|
|
|
|
|
|
|
|
|
|
Less: Assumed debt
|
|
|
|
|
|
|
(117,892
|
)
|
|
|
|
|
|
|
|
|
Assumed other assets (liabilities), net
|
|
|
|
|
|
|
(31,690
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash disbursed for acquisitions
|
|
|
|
|
|
|
206,492
|
|
|
|
|
|
|
|
|
|
Construction in progress additions
|
|
|
|
|
|
|
162,536
|
|
|
|
|
|
|
|
285,724
|
|
Capital improvements to existing properties
|
|
|
|
|
|
|
20,845
|
|
|
|
|
|
|
|
12,635
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cash invested in real property
|
|
|
|
|
|
|
389,873
|
|
|
|
|
|
|
|
298,359
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real property dispositions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior housing facilities
|
|
|
1
|
|
|
|
3,437
|
|
|
|
10
|
|
|
|
44,877
|
|
Skilled nursing facilities
|
|
|
5
|
|
|
|
34,924
|
|
|
|
3
|
|
|
|
18,854
|
|
Hospitals
|
|
|
|
|
|
|
|
|
|
|
2
|
|
|
|
40,841
|
|
Medical office buildings
|
|
|
3
|
|
|
|
7,568
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total dispositions
|
|
|
9
|
|
|
|
45,929
|
|
|
|
15
|
|
|
|
104,572
|
|
Less: Gains (losses) on sales of real property
|
|
|
|
|
|
|
10,033
|
|
|
|
|
|
|
|
27,713
|
|
Seller financing on sales of real property
|
|
|
|
|
|
|
(1,470
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from real property sales
|
|
|
|
|
|
|
54,492
|
|
|
|
|
|
|
|
132,285
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash investments in real property
|
|
|
20
|
|
|
$
|
335,381
|
|
|
|
(15
|
)
|
|
$
|
166,074
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
|
June 30, 2010
|
|
|
June 30, 2009
|
|
|
|
Senior Housing
|
|
|
Medical
|
|
|
|
|
|
|
Senior Housing
|
|
|
Medical
|
|
|
|
|
|
|
and Care
|
|
|
Facilities
|
|
|
Totals
|
|
|
and Care
|
|
|
Facilities
|
|
|
Totals
|
|
Advances on real estate loans receivable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in new loans
|
|
$
|
8,617
|
|
|
$
|
15,799
|
|
|
$
|
24,416
|
|
|
$
|
1,921
|
|
|
$
|
|
|
|
$
|
1,921
|
|
Draws on existing loans
|
|
|
18,838
|
|
|
|
|
|
|
|
18,838
|
|
|
|
34,149
|
|
|
|
976
|
|
|
|
35,125
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sub-total
|
|
|
27,455
|
|
|
|
15,799
|
|
|
|
43,254
|
|
|
|
36,070
|
|
|
|
976
|
|
|
|
37,046
|
|
Less: Seller financing on property sales
|
|
|
|
|
|
|
(1,470
|
)
|
|
|
(1,470
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash advances on real estate loans
|
|
|
27,455
|
|
|
|
14,329
|
|
|
|
41,784
|
|
|
|
36,070
|
|
|
|
976
|
|
|
|
37,046
|
|
Receipts on real estate loans receivable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan payoffs
|
|
|
1,599
|
|
|
|
|
|
|
|
1,599
|
|
|
|
18,440
|
|
|
|
|
|
|
|
18,440
|
|
Principal payments on loans
|
|
|
7,705
|
|
|
|
116
|
|
|
|
7,821
|
|
|
|
11,742
|
|
|
|
895
|
|
|
|
12,637
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total receipts on real estate loans
|
|
|
9,304
|
|
|
|
116
|
|
|
|
9,420
|
|
|
|
30,182
|
|
|
|
895
|
|
|
|
31,077
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net advances (receipts) on real estate loans
|
|
$
|
18,151
|
|
|
$
|
14,213
|
|
|
$
|
32,364
|
|
|
$
|
5,888
|
|
|
$
|
81
|
|
|
$
|
5,969
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The contributions to unconsolidated joint ventures represent $174,574,000 of cash
invested by us in the joint venture with Forest City Enterprises. Please see Note 7 to our
unaudited financial statements for additional information.
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 six months ended June 30, 2010, we had a net increase of $66,000,000 on our unsecured
line of credit arrangement as
28
Item 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations
compared to a net decrease of $228,000,000 for the same period in 2009. The changes in our senior
unsecured notes are due to (i) the issuance of $494,403,000 of convertible senior unsecured notes
in March and June 2010; (ii) the repurchase of $441,326,000 of convertible senior unsecured notes
in March and June 2010; (iii) the issuance of $450,000,000 of senior unsecured notes in April and
June 2010; and (iv) the extinguishment of $21,723,000 of various senior unsecured notes in March
2009.
The following is a summary of our common stock issuances for the six months ended June 30,
2010 and 2009 (dollars in thousands, except per share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares Issued
|
|
|
Average Price
|
|
|
Gross Proceeds
|
|
|
Net Proceeds
|
|
February 2009 public issuance
|
|
|
5,816,870
|
|
|
$
|
36.85
|
|
|
$
|
214,352
|
|
|
$
|
210,880
|
|
2009 Equity shelf plan issuances
|
|
|
400,000
|
|
|
|
36.05
|
|
|
|
14,420
|
|
|
|
13,723
|
|
2009 Dividend reinvestment plan
issuances
|
|
|
741,282
|
|
|
|
33.18
|
|
|
|
24,593
|
|
|
|
24,593
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 Totals
|
|
|
6,958,152
|
|
|
|
|
|
|
$
|
253,365
|
|
|
$
|
249,196
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 Dividend reinvestment plan
issuances
|
|
|
855,343
|
|
|
$
|
41.59
|
|
|
$
|
35,570
|
|
|
$
|
35,570
|
|
2010 Option exercises
|
|
|
51,313
|
|
|
|
38.78
|
|
|
|
1,990
|
|
|
|
1,990
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 Totals
|
|
|
906,656
|
|
|
|
|
|
|
$
|
37,560
|
|
|
$
|
37,560
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 stock. The following is a
summary of our dividend payments (in thousands, except per share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
|
June 30, 2010
|
|
|
June 30, 2009
|
|
|
|
Per Share
|
|
|
Amount
|
|
|
Per Share
|
|
|
Amount
|
|
Common Stock
|
|
$
|
1.3600
|
|
|
$
|
169,069
|
|
|
$
|
1.3600
|
|
|
$
|
151,725
|
|
Series D Preferred Stock
|
|
|
0.9844
|
|
|
|
3,938
|
|
|
|
0.9844
|
|
|
|
3,938
|
|
Series E Preferred Stock
|
|
|
0.7500
|
|
|
|
56
|
|
|
|
0.7500
|
|
|
|
56
|
|
Series F Preferred Stock
|
|
|
0.9532
|
|
|
|
6,672
|
|
|
|
0.9532
|
|
|
|
6,672
|
|
Series G Preferred Stock
|
|
|
0.9376
|
|
|
|
327
|
|
|
|
0.9376
|
|
|
|
373
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals
|
|
|
|
|
|
$
|
180,062
|
|
|
|
|
|
|
$
|
162,764
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
$174,574,000 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%. 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 June 30, 2010, we had four outstanding letter of credit obligations totaling $5,329,057 and
expiring between 2010 and 2013. Please see Note 12 to our unaudited consolidated financial
statements for additional information.
Contractual Obligations
The following table summarizes our payment requirements under contractual obligations as of
June 30, 2010 (in thousands):
29
Item 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Period
|
|
Contractual Obligations
|
|
Total
|
|
|
2010
|
|
|
2011-2012
|
|
|
2013-2014
|
|
|
Thereafter
|
|
Unsecured line of credit arrangement
|
|
$
|
206,000
|
|
|
$
|
|
|
|
$
|
206,000
|
|
|
$
|
|
|
|
$
|
|
|
Senior unsecured notes
(1)
|
|
|
2,164,930
|
|
|
|
|
|
|
|
76,853
|
|
|
|
300,000
|
|
|
|
1,788,077
|
|
Secured debt
(1)
|
|
|
813,749
|
|
|
|
8,957
|
|
|
|
44,085
|
|
|
|
218,866
|
|
|
|
541,841
|
|
Contractual interest obligations
|
|
|
1,343,802
|
|
|
|
76,465
|
|
|
|
301,497
|
|
|
|
258,963
|
|
|
|
706,877
|
|
Operating lease obligations
|
|
|
183,398
|
|
|
|
2,259
|
|
|
|
8,902
|
|
|
|
8,612
|
|
|
|
163,625
|
|
Purchase obligations
|
|
|
320,786
|
|
|
|
14,306
|
|
|
|
306,480
|
|
|
|
|
|
|
|
|
|
Other long-term liabilities
|
|
|
5,058
|
|
|
|
187
|
|
|
|
1,065
|
|
|
|
1,903
|
|
|
|
1,903
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total contractual obligations
|
|
$
|
5,037,723
|
|
|
$
|
102,174
|
|
|
$
|
944,882
|
|
|
$
|
788,344
|
|
|
$
|
3,202,323
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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 June 30, 2010, 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 5, 2011.
Borrowings under the agreement are subject to interest payable in periods no longer than three
months at either the agent banks prime rate of interest or the applicable margin over LIBOR
interest rate, at our option (0.95% at June 30, 2010). The applicable margin is based on certain of
our debt ratings and was 0.6% at June 30, 2010. In addition, we pay a facility fee annually to each
bank based on the banks commitment amount. The facility fee depends on certain of our debt ratings
and was 0.15% at June 30, 2010. We also pay an annual agents fee of $50,000. Principal is due upon
expiration of the agreement. At June 30, 2010, we had $206,000,000 outstanding under the unsecured
line of credit arrangement and estimated total contractual interest obligations of $2,121,000.
Contractual interest obligations are estimated based on the assumption that the balance of
$206,000,000 at June 30, 2010 is constant until maturity at interest rates in effect at June 30,
2010.
We have $2,164,930,000 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 $1,066,637,000 at June 30, 2010. 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 $813,749,000,
collateralized by owned properties, with fixed annual interest rates ranging from 4.60% to 7.98%,
payable monthly. The carrying values of the properties securing the debt totaled $1,176,865,000 at
June 30, 2010. Total contractual interest obligations on secured debt totaled $275,044,000 at June
30, 2010.
At June 30, 2010, we had operating lease obligations of $183,398,000 relating primarily to
ground leases at certain of our properties and office space leases.
Purchase obligations are comprised of unfunded construction commitments and contingent
purchase obligations. At June 30, 2010, we had outstanding construction financings of $255,883,000
for leased properties and were committed to providing additional financing of approximately
$310,022,000 to complete construction. At June 30, 2010, we had contingent purchase obligations
totaling $10,764,000. 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
certain non-compete agreements. 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. No contributions by the company are anticipated for the 2010 fiscal year. Benefit
payments are expected to total $4,758,000 during the next five fiscal years and no benefit payments
are expected to occur during the succeeding five fiscal years. We use a December 31 measurement
date for the SERP. The accrued liability on our balance sheet for the SERP was $3,577,000 and
$3,287,000 at June 30, 2010 and December 31, 2009, respectively.
In connection with the Windrose merger, we entered into consulting agreements with Fred S.
Klipsch and Frederick L. Farrar, which expired in December 2008. We entered into a new consulting
agreement with Mr. Farrar in December 2008, which expired in December 2009. Each consultant has
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, Messers. Klipsch and Farrar will
receive eight quarterly payments of $75,000 and $37,500, respectively, with the first payment to be
made on the date of expiration of the agreement. The first payment to Mr. Klipsch was made in
December 2008. The first payment to Mr. Farrar was made in January 2010.
30
Item 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations
Capital Structure
As of June 30, 2010, we had total equity of $3,737,125,000 and a total outstanding debt
balance of $3,154,763,000, which represents a debt to total book capitalization ratio of 46%. Our
ratio of debt to market capitalization was 36% at June 30, 2010. For the three months ended June
30, 2010, our interest coverage ratio was 3.48x and our fixed charge coverage ratio was 2.78x.
Also, at June 30, 2010, we had $55,423,000 of cash and cash equivalents, $59,656,000 of restricted
cash and $944,000,000 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 June 30, 2010, 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 July
31, 2010, 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
July 31, 2010, 9,486,174 shares of common stock remained available for issuance under this
registration statement. In November 2008, we entered into an Equity Distribution Agreement with UBS
Securities LLC 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 July 31, 2010, we had $139,356,000 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
|
|
Change
|
|
Six Months Ended
|
|
Change
|
|
|
June 30,
|
|
June 30,
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
June 30,
|
|
|
|
|
|
|
2010
|
|
2009
|
|
Amount
|
|
%
|
|
2010
|
|
2009
|
|
Amount
|
|
%
|
Net income attributable to
common stockholders
|
|
$
|
45,646
|
|
|
$
|
59,240
|
|
|
$
|
(13,594
|
)
|
|
|
-23
|
%
|
|
$
|
71,458
|
|
|
$
|
120,359
|
|
|
$
|
(48,901
|
)
|
|
|
-41
|
%
|
Funds from operations
|
|
|
92,214
|
|
|
|
89,207
|
|
|
|
3,007
|
|
|
|
3
|
%
|
|
|
155,300
|
|
|
|
174,529
|
|
|
|
(19,229
|
)
|
|
|
-11
|
%
|
EBITDA
|
|
|
136,253
|
|
|
|
132,843
|
|
|
|
3,410
|
|
|
|
3
|
%
|
|
|
241,598
|
|
|
|
268,875
|
|
|
|
(27,277
|
)
|
|
|
-10
|
%
|
Net operating income
|
|
|
157,415
|
|
|
|
133,228
|
|
|
|
24,187
|
|
|
|
18
|
%
|
|
|
300,470
|
|
|
|
268,048
|
|
|
|
32,422
|
|
|
|
12
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per share data (fully diluted):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to
common stockholders
|
|
$
|
0.37
|
|
|
$
|
0.53
|
|
|
$
|
(0.16
|
)
|
|
|
-30
|
%
|
|
$
|
0.58
|
|
|
$
|
1.09
|
|
|
$
|
(0.51
|
)
|
|
|
-47
|
%
|
Funds from operations
|
|
|
0.74
|
|
|
|
0.80
|
|
|
|
(0.06
|
)
|
|
|
-8
|
%
|
|
|
1.25
|
|
|
|
1.59
|
|
|
|
(0.34
|
)
|
|
|
-21
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest coverage ratio
|
|
|
3.48
|
x
|
|
|
3.74
|
x
|
|
|
-0.26
|
x
|
|
|
-7
|
%
|
|
|
3.29
|
x
|
|
|
3.81
|
x
|
|
|
-0.52
|
x
|
|
|
-14
|
%
|
Fixed charge coverage ratio
|
|
|
2.78
|
x
|
|
|
3.07
|
x
|
|
|
-0.29
|
x
|
|
|
-9
|
%
|
|
|
2.62
|
x
|
|
|
3.13
|
x
|
|
|
-0.51
|
x
|
|
|
-16
|
%
|
We evaluate our business and make resource allocations on our two business segments senior housing and care properties and
31
Item 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations
medical facilities. Please see Note 17 to our unaudited consolidated financial statements for
additional information.
Senior Housing and Care Properties
The following is a summary of our results of operations for the senior housing and care
properties segment (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Change
|
|
|
Six Months Ended
|
|
|
Change
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
$
|
|
|
%
|
|
|
2010
|
|
|
2009
|
|
|
$
|
|
|
%
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental income
|
|
$
|
97,012
|
|
|
$
|
86,231
|
|
|
$
|
10,781
|
|
|
|
13
|
%
|
|
$
|
189,638
|
|
|
$
|
170,879
|
|
|
$
|
18,759
|
|
|
|
11
|
%
|
Interest income
|
|
|
8,830
|
|
|
|
8,910
|
|
|
|
(80
|
)
|
|
|
-1
|
%
|
|
|
17,405
|
|
|
|
17,633
|
|
|
|
(228
|
)
|
|
|
-1
|
%
|
Other income
|
|
|
1,536
|
|
|
|
570
|
|
|
|
966
|
|
|
|
169
|
%
|
|
|
2,028
|
|
|
|
1,362
|
|
|
|
666
|
|
|
|
49
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
107,378
|
|
|
|
95,711
|
|
|
|
11,667
|
|
|
|
12
|
%
|
|
|
209,071
|
|
|
|
189,874
|
|
|
|
19,197
|
|
|
|
10
|
%
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
4,978
|
|
|
|
2,097
|
|
|
|
2,881
|
|
|
|
137
|
%
|
|
|
9,513
|
|
|
|
2,885
|
|
|
|
6,628
|
|
|
|
230
|
%
|
Depreciation and amortization
|
|
|
28,553
|
|
|
|
23,693
|
|
|
|
4,860
|
|
|
|
21
|
%
|
|
|
54,760
|
|
|
|
47,192
|
|
|
|
7,568
|
|
|
|
16
|
%
|
Transaction costs
|
|
|
644
|
|
|
|
|
|
|
|
644
|
|
|
|
n/a
|
|
|
|
5,663
|
|
|
|
|
|
|
|
5,663
|
|
|
|
n/a
|
|
Provision for loan losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
n/a
|
|
|
|
|
|
|
|
140
|
|
|
|
(140
|
)
|
|
|
-100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34,175
|
|
|
|
25,790
|
|
|
|
8,385
|
|
|
|
33
|
%
|
|
|
69,936
|
|
|
|
50,217
|
|
|
|
19,719
|
|
|
|
39
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing
operations
|
|
|
73,203
|
|
|
|
69,921
|
|
|
|
3,282
|
|
|
|
5
|
%
|
|
|
139,135
|
|
|
|
139,657
|
|
|
|
(522
|
)
|
|
|
0
|
%
|
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on sales
of properties
|
|
|
2,639
|
|
|
|
10,677
|
|
|
|
(8,038
|
)
|
|
|
-75
|
%
|
|
|
8,368
|
|
|
|
13,358
|
|
|
|
(4,990
|
)
|
|
|
-37
|
%
|
Income from
discontinued
operations, net
|
|
|
198
|
|
|
|
1,640
|
|
|
|
(1,442
|
)
|
|
|
-88
|
%
|
|
|
478
|
|
|
|
3,453
|
|
|
|
(2,975
|
)
|
|
|
-86
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued operations, net
|
|
|
2,837
|
|
|
|
12,317
|
|
|
|
(9,480
|
)
|
|
|
-77
|
%
|
|
|
8,846
|
|
|
|
16,811
|
|
|
|
(7,965
|
)
|
|
|
-47
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
76,040
|
|
|
$
|
82,238
|
|
|
$
|
(6,198
|
)
|
|
|
-8
|
%
|
|
$
|
147,981
|
|
|
$
|
156,468
|
|
|
$
|
(8,487
|
)
|
|
|
-5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The increase in rental income is primarily attributable to the conversion of newly
constructed senior housing and care properties subsequent to June 30, 2009 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 tenants 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 and six months ended June 30, 2010 represents $5,022,000 and
$9,693,000, respectively, of secured debt interest expense offset by interest allocated to
discontinued operations. Interest expense for the three and six months ended June 30, 2009
represents $2,913,000 and $4,557,000, 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 and care property secured debt principal activity
(dollars in thousands):
32
Item 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
Six Months Ended
|
|
|
|
June 30, 2010
|
|
|
June 30, 2009
|
|
|
June 30, 2010
|
|
|
June 30, 2009
|
|
|
|
|
|
|
|
Weighted Avg.
|
|
|
|
|
|
|
Weighted Avg.
|
|
|
|
|
|
|
Weighted Avg.
|
|
|
|
|
|
|
Weighted Avg.
|
|
|
|
Amount
|
|
|
Interest Rate
|
|
|
Amount
|
|
|
Interest Rate
|
|
|
Amount
|
|
|
Interest Rate
|
|
|
Amount
|
|
|
Interest Rate
|
|
Beginning balance
|
|
$
|
297,151
|
|
|
|
5.997
|
%
|
|
$
|
93,557
|
|
|
|
6.996
|
%
|
|
$
|
298,492
|
|
|
|
5.998
|
%
|
|
$
|
94,234
|
|
|
|
6.996
|
%
|
Debt issued
|
|
|
92,265
|
|
|
|
4.772
|
%
|
|
|
133,071
|
|
|
|
6.100
|
%
|
|
|
92,265
|
|
|
|
4.772
|
%
|
|
|
133,071
|
|
|
|
6.100
|
%
|
Debt extinguished
|
|
|
|
|
|
|
0.000
|
%
|
|
|
(20,928
|
)
|
|
|
7.430
|
%
|
|
|
|
|
|
|
0.000
|
%
|
|
|
(20,928
|
)
|
|
|
7.430
|
%
|
Principal payments
|
|
|
(1,324
|
)
|
|
|
6.407
|
%
|
|
|
(11,188
|
)
|
|
|
7.923
|
%
|
|
|
(2,665
|
)
|
|
|
6.208
|
%
|
|
|
(11,865
|
)
|
|
|
7.869
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance
|
|
$
|
388,092
|
|
|
|
5.705
|
%
|
|
$
|
194,512
|
|
|
|
6.283
|
%
|
|
$
|
388,092
|
|
|
|
5.705
|
%
|
|
$
|
194,512
|
|
|
|
6.283
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Monthly averages
|
|
$
|
324,699
|
|
|
|
5.912
|
%
|
|
$
|
226,293
|
|
|
|
6.469
|
%
|
|
$
|
313,292
|
|
|
|
5.947
|
%
|
|
$
|
226,635
|
|
|
|
6.470
|
%
|
Depreciation and amortization increased primarily as a result of the conversions of newly
constructed investment properties subsequent to June 30, 2009. 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 six months ended June 30, 2010 primarily represent a $5,000,000
termination fee incurred in connection with the transfer of an entrance fee property to a new
operator.
During the six months ended June 30, 2010, we sold six senior housing and care properties.
The following illustrates the reclassification impact as a result of classifying the properties
sold subsequent to January 1, 2009 or held for sale at June 30, 2010 as discontinued operations for
the periods presented. Please refer to Note 5 to our unaudited consolidated financial statements
for further discussion.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
2009
|
|
Rental income
|
|
$
|
242
|
|
|
$
|
4,426
|
|
|
$
|
852
|
|
|
$
|
9,213
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
44
|
|
|
|
816
|
|
|
|
180
|
|
|
|
1,673
|
|
Provision for depreciation
|
|
|
|
|
|
|
1,970
|
|
|
|
194
|
|
|
|
4,087
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from discontinued operations, net
|
|
$
|
198
|
|
|
$
|
1,640
|
|
|
$
|
478
|
|
|
$
|
3,453
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During the six months ended June 30, 2010, we had one reserved loan payoff resulting in a
$158,000 write-off and related net reduction of the allowance balance. As a result of our quarterly
evaluations, we did not further adjust our allowance for loan losses during the six months ended
June 30, 2010. The provision for loan losses is related to our critical accounting estimate for the
allowance for loan losses and is discussed in Critical Accounting Policies.
33
Item 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations
Medical Facilities
The following is a summary of our results of operations for the medical facilities segment
(dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Change
|
|
|
Six Months Ended
|
|
|
Change
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
$
|
|
|
%
|
|
|
2010
|
|
|
2009
|
|
|
$
|
|
|
%
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental income
|
|
$
|
54,134
|
|
|
$
|
41,413
|
|
|
$
|
12,721
|
|
|
|
31
|
%
|
|
$
|
104,222
|
|
|
$
|
84,174
|
|
|
$
|
20,048
|
|
|
|
24
|
%
|
Interest income
|
|
|
505
|
|
|
|
1,248
|
|
|
|
(743
|
)
|
|
|
-60
|
%
|
|
|
978
|
|
|
|
2,478
|
|
|
|
(1,500
|
)
|
|
|
-61
|
%
|
Other income
|
|
|
302
|
|
|
|
304
|
|
|
|
(2
|
)
|
|
|
-1
|
%
|
|
|
574
|
|
|
|
619
|
|
|
|
(45
|
)
|
|
|
-7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
54,941
|
|
|
|
42,965
|
|
|
|
11,976
|
|
|
|
28
|
%
|
|
|
105,774
|
|
|
|
87,271
|
|
|
|
18,503
|
|
|
|
21
|
%
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
6,424
|
|
|
|
4,829
|
|
|
|
1,595
|
|
|
|
33
|
%
|
|
|
11,943
|
|
|
|
9,566
|
|
|
|
2,377
|
|
|
|
25
|
%
|
Property operating expenses
|
|
|
12,498
|
|
|
|
11,240
|
|
|
|
1,258
|
|
|
|
11
|
%
|
|
|
25,010
|
|
|
|
22,288
|
|
|
|
2,722
|
|
|
|
12
|
%
|
Depreciation and amortization
|
|
|
18,898
|
|
|
|
14,422
|
|
|
|
4,476
|
|
|
|
31
|
%
|
|
|
36,078
|
|
|
|
29,121
|
|
|
|
6,957
|
|
|
|
24
|
%
|
Transaction costs
|
|
|
108
|
|
|
|
|
|
|
|
108
|
|
|
|
n/a
|
|
|
|
2,803
|
|
|
|
|
|
|
|
2,803
|
|
|
|
n/a
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,928
|
|
|
|
30,491
|
|
|
|
7,437
|
|
|
|
24
|
%
|
|
|
75,834
|
|
|
|
60,975
|
|
|
|
14,859
|
|
|
|
24
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
before income taxes and income
from unconsolidated joint ventures
|
|
|
17,013
|
|
|
|
12,474
|
|
|
|
4,539
|
|
|
|
36
|
%
|
|
|
29,940
|
|
|
|
26,296
|
|
|
|
3,644
|
|
|
|
14
|
%
|
Income tax expense
|
|
|
(188
|
)
|
|
|
(113
|
)
|
|
|
(75
|
)
|
|
|
66
|
%
|
|
|
(247
|
)
|
|
|
(257
|
)
|
|
|
10
|
|
|
|
-4
|
%
|
Income from unconsolidated
joint ventures
|
|
|
1,828
|
|
|
|
|
|
|
|
1,828
|
|
|
|
n/a
|
|
|
|
2,596
|
|
|
|
|
|
|
|
2,596
|
|
|
|
n/a
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
|
18,653
|
|
|
|
12,361
|
|
|
|
6,292
|
|
|
|
51
|
%
|
|
|
32,289
|
|
|
|
26,039
|
|
|
|
6,250
|
|
|
|
24
|
%
|
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain (loss) on sales of properties
|
|
|
675
|
|
|
|
|
|
|
|
675
|
|
|
|
n/a
|
|
|
|
1,665
|
|
|
|
14,355
|
|
|
|
(12,690
|
)
|
|
|
-88
|
%
|
Income (loss) from
discontinued operations, net
|
|
|
(151
|
)
|
|
|
(52
|
)
|
|
|
(99
|
)
|
|
|
190
|
%
|
|
|
(634
|
)
|
|
|
697
|
|
|
|
(1,331
|
)
|
|
|
n/a
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued operations, net
|
|
|
524
|
|
|
|
(52
|
)
|
|
|
576
|
|
|
|
n/a
|
|
|
|
1,031
|
|
|
|
15,052
|
|
|
|
(14,021
|
)
|
|
|
-93
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
|
19,177
|
|
|
|
12,309
|
|
|
|
6,868
|
|
|
|
56
|
%
|
|
|
33,320
|
|
|
|
41,091
|
|
|
|
(7,771
|
)
|
|
|
-19
|
%
|
Less: Net income attributable to
noncontrolling interests
|
|
|
(66
|
)
|
|
|
3
|
|
|
|
(69
|
)
|
|
|
n/a
|
|
|
|
307
|
|
|
|
5
|
|
|
|
302
|
|
|
|
6040
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to
common stockholders
|
|
$
|
19,243
|
|
|
$
|
12,306
|
|
|
$
|
6,937
|
|
|
|
56
|
%
|
|
$
|
33,013
|
|
|
$
|
41,086
|
|
|
$
|
(8,073
|
)
|
|
|
-20
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The increase in rental income is primarily attributable to the acquisitions and
construction conversions of medical facilities subsequent to June 30, 2009 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 and six months ended June 30, 2010 represents $6,476,000 and
$12,053,000, respectively, of secured debt interest expense offset by interest allocated to
discontinued operations. Interest expense for the three and six months ended June 30, 2009
represents $5,238,000 and $10,451,000, 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. During the six months ended June 30, 2010, we assumed $106,140,000 of secured debt
loans in connection with the acquisition of 17 medical office buildings. The following is a summary
of our medical facilities secured debt principal activity (dollars in thousands):
34
Item 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
Six Months Ended
|
|
|
|
June 30, 2010
|
|
|
June 30, 2009
|
|
|
June 30, 2010
|
|
|
June 30, 2009
|
|
|
|
|
|
|
|
Weighted Avg.
|
|
|
|
|
|
|
Weighted Avg.
|
|
|
|
|
|
|
Weighted Avg.
|
|
|
|
|
|
|
Weighted Avg.
|
|
|
|
Amount
|
|
|
Interest Rate
|
|
|
Amount
|
|
|
Interest Rate
|
|
|
Amount
|
|
|
Interest Rate
|
|
|
Amount
|
|
|
Interest Rate
|
|
Beginning balance
|
|
$
|
418,368
|
|
|
|
6.101
|
%
|
|
$
|
352,616
|
|
|
|
5.799
|
%
|
|
$
|
314,065
|
|
|
|
5.677
|
%
|
|
$
|
354,145
|
|
|
|
5.799
|
%
|
Debt assumed
|
|
|
|
|
|
|
0.000
|
%
|
|
|
|
|
|
|
0.000
|
%
|
|
|
106,140
|
|
|
|
7.352
|
%
|
|
|
|
|
|
|
0.000
|
%
|
Principal payments
|
|
|
(2,798
|
)
|
|
|
6.470
|
%
|
|
|
(1,470
|
)
|
|
|
5.756
|
%
|
|
|
(4,635
|
)
|
|
|
6.234
|
%
|
|
|
(2,999
|
)
|
|
|
5.758
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance
|
|
$
|
415,570
|
|
|
|
6.098
|
%
|
|
$
|
351,146
|
|
|
|
5.799
|
%
|
|
$
|
415,570
|
|
|
|
6.098
|
%
|
|
$
|
351,146
|
|
|
|
5.799
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Monthly averages
|
|
$
|
416,843
|
|
|
|
6.099
|
%
|
|
$
|
351,882
|
|
|
|
5.799
|
%
|
|
$
|
387,749
|
|
|
|
6.002
|
%
|
|
$
|
352,652
|
|
|
|
5.799
|
%
|
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.
Transaction costs for the six months ended June 30, 2010 represent costs incurred in
connection with the acquisition of new properties.
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 investment with Forest City Enterprises. The following is a summary of our net
income from this investment for the periods presented (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Change
|
|
|
Six Months Ended
|
|
|
Change
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
$
|
|
|
%
|
|
|
2010
|
|
|
2009
|
|
|
$
|
|
|
%
|
|
Revenues
|
|
$
|
9,355
|
|
|
$
|
|
|
|
$
|
9,355
|
|
|
|
n/a
|
|
|
$
|
13,080
|
|
|
$
|
|
|
|
$
|
13,080
|
|
|
|
n/a
|
|
Operating expenses
|
|
|
2,716
|
|
|
|
|
|
|
|
2,716
|
|
|
|
n/a
|
|
|
|
3,817
|
|
|
|
|
|
|
|
3,817
|
|
|
|
n/a
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating income
|
|
|
6,639
|
|
|
|
|
|
|
|
6,639
|
|
|
|
n/a
|
|
|
|
9,263
|
|
|
|
|
|
|
|
9,263
|
|
|
|
n/a
|
|
Depreciation and
amortization
|
|
|
2,323
|
|
|
|
|
|
|
|
2,323
|
|
|
|
n/a
|
|
|
|
3,098
|
|
|
|
|
|
|
|
3,098
|
|
|
|
n/a
|
|
Interest expense
|
|
|
2,114
|
|
|
|
|
|
|
|
2,114
|
|
|
|
n/a
|
|
|
|
3,037
|
|
|
|
|
|
|
|
3,037
|
|
|
|
n/a
|
|
Asset management fee
|
|
|
374
|
|
|
|
|
|
|
|
374
|
|
|
|
n/a
|
|
|
|
532
|
|
|
|
|
|
|
|
532
|
|
|
|
n/a
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
1,828
|
|
|
$
|
|
|
|
$
|
1,828
|
|
|
|
n/a
|
|
|
$
|
2,596
|
|
|
$
|
|
|
|
$
|
2,596
|
|
|
|
n/a
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During the year ended December 31, 2009, an impairment charge of $25,223,000 was recorded
to reduce the carrying value of eight medical facilities to their estimated fair value less costs
to sell. In determining the fair value of the properties, we used a combination of third party
appraisals based on market comparable transactions, other market listings and asset quality as well
as management calculations based on projected operating income and published capitalization rates.
During the six months ended June 30, 2010, we sold three medical facilities that were held for
sale. At June 30, 2010, we had five medical facilities that satisfied the requirements for held
for sale treatment. We did not recognize any impairment loss on these properties in 2010 as the
fair value less estimated costs to sell exceeded our carrying values. The following illustrates
the reclassification impact as a result of classifying medical facilities sold subsequent to
January 1, 2009 or held for sale at June 30, 2010 as discontinued operations for the periods
presented. Please refer to Note 5 to our unaudited consolidated financial statements for further
discussion.
35
Item 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
2009
|
|
Rental income
|
|
$
|
406
|
|
|
$
|
1,807
|
|
|
$
|
1,188
|
|
|
$
|
4,976
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
52
|
|
|
|
409
|
|
|
|
110
|
|
|
|
884
|
|
Property operating expenses
|
|
|
505
|
|
|
|
804
|
|
|
|
1,712
|
|
|
|
1,738
|
|
Provision for depreciation
|
|
|
|
|
|
|
646
|
|
|
|
|
|
|
|
1,657
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from discontinued
operations, net
|
|
$
|
(151
|
)
|
|
$
|
(52
|
)
|
|
$
|
(634
|
)
|
|
$
|
697
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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.
36
Item 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations
Non-Segment/Corporate
The following is a summary of our results of operations for the non-segment/corporate
activities (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Change
|
|
|
Six Months Ended
|
|
|
Change
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
$
|
|
|
%
|
|
|
2010
|
|
|
2009
|
|
|
$
|
|
|
%
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income
|
|
$
|
812
|
|
|
$
|
363
|
|
|
$
|
449
|
|
|
|
124
|
%
|
|
$
|
1,044
|
|
|
$
|
740
|
|
|
$
|
304
|
|
|
|
41
|
%
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
26,052
|
|
|
|
19,181
|
|
|
|
6,871
|
|
|
|
36
|
%
|
|
|
45,789
|
|
|
|
40,335
|
|
|
|
5,454
|
|
|
|
14
|
%
|
General and administrative
|
|
|
11,878
|
|
|
|
11,062
|
|
|
|
816
|
|
|
|
7
|
%
|
|
|
28,700
|
|
|
|
28,424
|
|
|
|
276
|
|
|
|
1
|
%
|
Loss (gain) on
extinguishments
of debt
|
|
|
7,035
|
|
|
|
|
|
|
|
7,035
|
|
|
|
n/a
|
|
|
|
25,072
|
|
|
|
(1,678
|
)
|
|
|
26,750
|
|
|
|
n/a
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
44,965
|
|
|
|
30,243
|
|
|
|
14,722
|
|
|
|
49
|
%
|
|
|
99,561
|
|
|
|
67,081
|
|
|
|
32,480
|
|
|
|
48
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss from continuing operations
before income taxes
|
|
|
(44,153
|
)
|
|
|
(29,880
|
)
|
|
|
(14,273
|
)
|
|
|
48
|
%
|
|
|
(98,517
|
)
|
|
|
(66,341
|
)
|
|
|
(32,176
|
)
|
|
|
49
|
%
|
Income tax (expense) benefit
|
|
|
|
|
|
|
92
|
|
|
|
(92
|
)
|
|
|
-100
|
%
|
|
|
(26
|
)
|
|
|
185
|
|
|
|
(211
|
)
|
|
|
n/a
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
(44,153
|
)
|
|
|
(29,788
|
)
|
|
|
(14,365
|
)
|
|
|
48
|
%
|
|
|
(98,543
|
)
|
|
|
(66,156
|
)
|
|
|
(32,387
|
)
|
|
|
49
|
%
|
Preferred stock dividends
|
|
|
5,484
|
|
|
|
5,516
|
|
|
|
(32
|
)
|
|
|
-1
|
%
|
|
|
10,993
|
|
|
|
11,039
|
|
|
|
(46
|
)
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to
common stockholders
|
|
$
|
(49,637
|
)
|
|
$
|
(35,304
|
)
|
|
$
|
(14,333
|
)
|
|
|
41
|
%
|
|
$
|
(109,536
|
)
|
|
$
|
(77,195
|
)
|
|
$
|
(32,341
|
)
|
|
|
42
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
Change
|
|
|
Six Months Ended
|
|
|
Change
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
$
|
|
|
%
|
|
|
2010
|
|
|
2009
|
|
|
$
|
|
|
%
|
|
Senior unsecured notes
|
|
$
|
28,305
|
|
|
$
|
27,297
|
|
|
$
|
1,008
|
|
|
|
4
|
%
|
|
$
|
52,371
|
|
|
$
|
55,002
|
|
|
$
|
(2,631
|
)
|
|
|
-5
|
%
|
Secured debt
|
|
|
163
|
|
|
|
|
|
|
|
163
|
|
|
|
n/a
|
|
|
|
304
|
|
|
|
|
|
|
|
304
|
|
|
|
n/a
|
|
Unsecured lines of credit
|
|
|
1,198
|
|
|
|
1,214
|
|
|
|
(16
|
)
|
|
|
-1
|
%
|
|
|
2,238
|
|
|
|
2,898
|
|
|
|
(660
|
)
|
|
|
-23
|
%
|
Capitalized interest
|
|
|
(5,276
|
)
|
|
|
(11,026
|
)
|
|
|
5,750
|
|
|
|
-52
|
%
|
|
|
(12,352
|
)
|
|
|
(20,891
|
)
|
|
|
8,539
|
|
|
|
-41
|
%
|
SWAP savings
|
|
|
(40
|
)
|
|
|
(40
|
)
|
|
|
|
|
|
|
0
|
%
|
|
|
(80
|
)
|
|
|
(80
|
)
|
|
|
|
|
|
|
0
|
%
|
Loan expense
|
|
|
1,702
|
|
|
|
1,736
|
|
|
|
(34
|
)
|
|
|
-2
|
%
|
|
|
3,308
|
|
|
|
3,406
|
|
|
|
(98
|
)
|
|
|
-3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals
|
|
$
|
26,052
|
|
|
$
|
19,181
|
|
|
$
|
6,871
|
|
|
|
36
|
%
|
|
$
|
45,789
|
|
|
$
|
40,335
|
|
|
$
|
5,454
|
|
|
|
14
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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):
37
Item 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
Six Months Ended
|
|
|
|
June 30, 2010
|
|
|
June 30, 2009
|
|
|
June 30, 2010
|
|
|
June 30, 2009
|
|
|
|
|
|
|
|
Weighted Avg.
|
|
|
|
|
|
|
Weighted Avg.
|
|
|
|
|
|
|
Weighted Avg.
|
|
|
|
|
|
|
Weighted Avg.
|
|
|
|
Amount
|
|
|
Interest Rate
|
|
|
Amount
|
|
|
Interest Rate
|
|
|
Amount
|
|
|
Interest Rate
|
|
|
Amount
|
|
|
Interest Rate
|
|
Beginning balance
|
|
$
|
1,702,129
|
|
|
|
5.186
|
%
|
|
$
|
1,823,277
|
|
|
|
5.773
|
%
|
|
$
|
1,661,853
|
|
|
|
5.557
|
%
|
|
$
|
1,845,000
|
|
|
|
5.782
|
%
|
Debt issued
|
|
|
602,009
|
|
|
|
5.336
|
%
|
|
|
|
|
|
|
0.000
|
%
|
|
|
944,403
|
|
|
|
4.489
|
%
|
|
|
|
|
|
|
0.000
|
%
|
Debt extinguished
|
|
|
(139,208
|
)
|
|
|
4.750
|
%
|
|
|
|
|
|
|
0.000
|
%
|
|
|
(441,326
|
)
|
|
|
4.750
|
%
|
|
|
(21,723
|
)
|
|
|
6.504
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance
|
|
$
|
2,164,930
|
|
|
|
5.256
|
%
|
|
$
|
1,823,277
|
|
|
|
5.773
|
%
|
|
$
|
2,164,930
|
|
|
|
5.256
|
%
|
|
$
|
1,823,277
|
|
|
|
5.773
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Monthly averages
|
|
$
|
1,967,829
|
|
|
|
5.277
|
%
|
|
$
|
1,823,277
|
|
|
|
5.773
|
%
|
|
$
|
1,836,697
|
|
|
|
5.385
|
%
|
|
$
|
1,832,587
|
|
|
|
5.777
|
%
|
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, paydowns and variable interest rate changes. The following is
a summary of our unsecured line of credit arrangement (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
|
2010
|
|
2009
|
|
2010
|
|
2009
|
Balance outstanding at quarter end
|
|
$
|
206,000
|
|
|
$
|
342,000
|
|
|
$
|
206,000
|
|
|
$
|
342,000
|
|
Maximum amount outstanding at any month end
|
|
$
|
431,000
|
|
|
$
|
342,000
|
|
|
$
|
431,000
|
|
|
$
|
559,000
|
|
Average amount outstanding (total of daily
principal balances divided by days in period)
|
|
$
|
293,505
|
|
|
$
|
273,242
|
|
|
$
|
288,337
|
|
|
$
|
344,724
|
|
Weighted average interest rate (actual interest
expense divided by average borrowings
outstanding)
|
|
|
1.63
|
%
|
|
|
1.77
|
%
|
|
|
1.55
|
%
|
|
|
1.68
|
%
|
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. Loan expense for the six months ended June 30, 2010 is consistent with the prior year.
General and administrative expenses as a percentage of consolidated revenues (including
revenues from discontinued operations) for the three and six months ended June 30, 2010 were 7.25%
and 9.03%, respectively, as compared to 7.61% and 9.73% for the same periods in 2009. The change
from prior year is primarily related to $3,909,000 of non-recurring expenses recognized during the
six months ended June 30, 2009 in connection with the departure of Raymond W. Braun who formerly
served as President of the company. This was partially offset by the recognition of $2,853,000 of
expenses in connection with a performance-based stock grant during the six months ended June 30,
2010.
The change in preferred dividends is primarily attributable to preferred stock conversions
into common stock. The following is a summary of our preferred stock activity (dollars in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Three Months Ended
|
|
Six Months Ended
|
|
Six Months Ended
|
|
|
June 30, 2010
|
|
June 30, 2009
|
|
June 30, 2010
|
|
June 30, 2009
|
|
|
|
|
|
|
Weighted Avg.
|
|
|
|
|
|
Weighted Avg.
|
|
|
|
|
|
Weighted Avg.
|
|
|
|
|
|
Weighted Avg.
|
|
|
Shares
|
|
Dividend Rate
|
|
Shares
|
|
Dividend Rate
|
|
Shares
|
|
Dividend Rate
|
|
Shares
|
|
Dividend Rate
|
Beginning balance
|
|
|
11,450,107
|
|
|
|
7.697
|
%
|
|
|
11,475,702
|
|
|
|
7.697
|
%
|
|
|
11,474,093
|
|
|
|
7.697
|
%
|
|
|
11,516,302
|
|
|
|
7.696
|
%
|
Shares converted
|
|
|
(52,855
|
)
|
|
|
7.500
|
%
|
|
|
(609
|
)
|
|
|
6.000
|
%
|
|
|
(76,841
|
)
|
|
|
7.500
|
%
|
|
|
(41,209
|
)
|
|
|
7.478
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance
|
|
|
11,397,252
|
|
|
|
7.699
|
%
|
|
|
11,475,093
|
|
|
|
7.697
|
%
|
|
|
11,397,252
|
|
|
|
7.699
|
%
|
|
|
11,475,093
|
|
|
|
7.697
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Monthly averages
|
|
|
11,410,466
|
|
|
|
7.698
|
%
|
|
|
11,475,245
|
|
|
|
7.697
|
%
|
|
|
11,434,308
|
|
|
|
7.698
|
%
|
|
|
11,489,670
|
|
|
|
7.697
|
%
|
38
Item 2.
Managements 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
Item 2.
Managements 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 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,
|
|
June 30,
|
|
|
2009
|
|
2009
|
|
2009
|
|
2009
|
|
2010
|
|
2010
|
|
|
|
FFO Reconciliation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to
common stockholders
|
|
$
|
61,119
|
|
|
$
|
59,240
|
|
|
$
|
19,130
|
|
|
$
|
31,700
|
|
|
$
|
25,812
|
|
|
$
|
45,646
|
|
Depreciation and amortization
|
|
|
41,326
|
|
|
|
40,731
|
|
|
|
41,085
|
|
|
|
41,780
|
|
|
|
43,581
|
|
|
|
47,451
|
|
Loss (gain) on sales of properties
|
|
|
(17,036
|
)
|
|
|
(10,677
|
)
|
|
|
806
|
|
|
|
(16,487
|
)
|
|
|
(6,718
|
)
|
|
|
(3,314
|
)
|
Noncontrolling interests
|
|
|
(87
|
)
|
|
|
(87
|
)
|
|
|
(88
|
)
|
|
|
(703
|
)
|
|
|
(363
|
)
|
|
|
108
|
|
Unconsolidated joint ventures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
775
|
|
|
|
2,323
|
|
|
|
|
Funds from operations
|
|
$
|
85,322
|
|
|
$
|
89,207
|
|
|
$
|
60,933
|
|
|
$
|
56,290
|
|
|
$
|
63,087
|
|
|
$
|
92,214
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
108,214
|
|
|
|
110,864
|
|
|
|
114,874
|
|
|
|
122,700
|
|
|
|
123,270
|
|
|
|
123,808
|
|
Diluted
|
|
|
108,624
|
|
|
|
111,272
|
|
|
|
115,289
|
|
|
|
123,105
|
|
|
|
123,790
|
|
|
|
124,324
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per share data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to
common stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.56
|
|
|
$
|
0.53
|
|
|
$
|
0.17
|
|
|
$
|
0.26
|
|
|
$
|
0.21
|
|
|
$
|
0.37
|
|
Diluted
|
|
|
0.56
|
|
|
|
0.53
|
|
|
|
0.17
|
|
|
|
0.26
|
|
|
|
0.21
|
|
|
|
0.37
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funds from operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.79
|
|
|
$
|
0.80
|
|
|
$
|
0.53
|
|
|
$
|
0.46
|
|
|
$
|
0.51
|
|
|
$
|
0.74
|
|
Diluted
|
|
|
0.79
|
|
|
|
0.80
|
|
|
|
0.53
|
|
|
|
0.46
|
|
|
|
0.51
|
|
|
|
0.74
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
June 30,
|
|
June 30,
|
|
|
2009
|
|
2010
|
|
|
|
FFO Reconciliation:
|
|
|
|
|
|
|
|
|
Net income attributable to
common stockholders
|
|
$
|
120,359
|
|
|
$
|
71,458
|
|
Depreciation and amortization
|
|
|
82,057
|
|
|
|
91,032
|
|
Loss (gain) on sales of properties
|
|
|
(27,713
|
)
|
|
|
(10,033
|
)
|
Noncontrolling interests
|
|
|
(174
|
)
|
|
|
(255
|
)
|
Unconsolidated joint ventures
|
|
|
|
|
|
|
3,098
|
|
|
|
|
Funds from operations
|
|
$
|
174,529
|
|
|
$
|
155,300
|
|
|
|
|
|
|
|
|
|
|
Average common shares outstanding:
|
|
|
|
|
|
|
|
|
Basic
|
|
|
109,548
|
|
|
|
123,541
|
|
Diluted
|
|
|
109,956
|
|
|
|
124,059
|
|
|
|
|
|
|
|
|
|
|
Per share data:
|
|
|
|
|
|
|
|
|
Net income attributable to
common stockholders
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
1.10
|
|
|
$
|
0.58
|
|
Diluted
|
|
|
1.09
|
|
|
|
0.58
|
|
|
|
|
|
|
|
|
|
|
Funds from operations
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
1.59
|
|
|
$
|
1.26
|
|
Diluted
|
|
|
1.59
|
|
|
|
1.25
|
|
40
Item 2.
Managements 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 for life science buildings are included in medical
facilities. Amounts are in thousands.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
June 30,
|
|
|
September 30,
|
|
|
December 31,
|
|
|
March 31,
|
|
|
June 30,
|
|
|
|
2009
|
|
|
2009
|
|
|
2009
|
|
|
2009
|
|
|
2010
|
|
|
2010
|
|
NOI Reconciliation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior housing and care:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior housing
|
|
$
|
47,704
|
|
|
$
|
47,678
|
|
|
$
|
47,446
|
|
|
$
|
47,856
|
|
|
$
|
52,366
|
|
|
$
|
56,197
|
|
Skilled nursing facilities
|
|
|
41,731
|
|
|
|
42,979
|
|
|
|
41,983
|
|
|
|
40,733
|
|
|
|
40,872
|
|
|
|
41,057
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sub-total
|
|
|
89,435
|
|
|
|
90,657
|
|
|
|
89,429
|
|
|
|
88,589
|
|
|
|
93,238
|
|
|
|
97,254
|
|
Interest income
|
|
|
8,723
|
|
|
|
8,910
|
|
|
|
9,266
|
|
|
|
9,046
|
|
|
|
8,575
|
|
|
|
8,830
|
|
Other income
|
|
|
792
|
|
|
|
570
|
|
|
|
557
|
|
|
|
3,389
|
|
|
|
494
|
|
|
|
1,536
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total senior housing
and care revenues
|
|
|
98,950
|
|
|
|
100,137
|
|
|
|
99,252
|
|
|
|
101,024
|
|
|
|
102,307
|
|
|
|
107,620
|
|
Medical facilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical office buildings
|
|
|
33,253
|
|
|
|
32,593
|
|
|
|
35,008
|
|
|
|
35,980
|
|
|
|
40,088
|
|
|
|
42,056
|
|
Hospitals
|
|
|
12,677
|
|
|
|
10,627
|
|
|
|
10,884
|
|
|
|
10,779
|
|
|
|
10,781
|
|
|
|
12,484
|
|
Life science buildings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,725
|
|
|
|
9,355
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sub-total
|
|
|
45,930
|
|
|
|
43,220
|
|
|
|
45,892
|
|
|
|
46,759
|
|
|
|
54,594
|
|
|
|
63,895
|
|
Interest income
|
|
|
1,230
|
|
|
|
1,248
|
|
|
|
1,262
|
|
|
|
1,201
|
|
|
|
473
|
|
|
|
505
|
|
Other income
|
|
|
316
|
|
|
|
304
|
|
|
|
332
|
|
|
|
8,415
|
|
|
|
271
|
|
|
|
302
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total medical facilities
revenues
|
|
|
47,476
|
|
|
|
44,772
|
|
|
|
47,486
|
|
|
|
56,375
|
|
|
|
55,338
|
|
|
|
64,702
|
|
Corporate other income
|
|
|
376
|
|
|
|
363
|
|
|
|
200
|
|
|
|
232
|
|
|
|
231
|
|
|
|
812
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
146,802
|
|
|
|
145,272
|
|
|
|
146,938
|
|
|
|
157,631
|
|
|
|
157,876
|
|
|
|
173,134
|
|
Property operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical facilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical office buildings
|
|
|
11,983
|
|
|
|
12,044
|
|
|
|
12,974
|
|
|
|
11,964
|
|
|
|
12,992
|
|
|
|
12,853
|
|
Hospitals
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
728
|
|
|
|
150
|
|
Life science buildings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,101
|
|
|
|
2,716
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total property operating
expenses
|
|
|
11,983
|
|
|
|
12,044
|
|
|
|
12,974
|
|
|
|
11,964
|
|
|
|
14,821
|
|
|
|
15,719
|
|
Net operating income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior housing and care
|
|
|
98,950
|
|
|
|
100,137
|
|
|
|
99,252
|
|
|
|
101,024
|
|
|
|
102,307
|
|
|
|
107,620
|
|
Medical facilities
|
|
|
35,493
|
|
|
|
32,728
|
|
|
|
34,512
|
|
|
|
44,411
|
|
|
|
40,517
|
|
|
|
48,983
|
|
Non-segment/corporate
|
|
|
376
|
|
|
|
363
|
|
|
|
200
|
|
|
|
232
|
|
|
|
231
|
|
|
|
812
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating income
|
|
$
|
134,819
|
|
|
$
|
133,228
|
|
|
$
|
133,964
|
|
|
$
|
145,667
|
|
|
$
|
143,055
|
|
|
$
|
157,415
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41
Item 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
2009
|
|
|
2010
|
|
NOI Reconciliation:
|
|
|
|
|
|
|
|
|
Total revenues:
|
|
|
|
|
|
|
|
|
Senior housing and care:
|
|
|
|
|
|
|
|
|
Rental income:
|
|
|
|
|
|
|
|
|
Senior housing
|
|
$
|
95,382
|
|
|
$
|
108,561
|
|
Skilled nursing facilities
|
|
|
84,710
|
|
|
|
81,929
|
|
|
|
|
|
|
|
|
Sub-total
|
|
|
180,092
|
|
|
|
190,490
|
|
Interest income
|
|
|
17,633
|
|
|
|
17,405
|
|
Other income
|
|
|
1,362
|
|
|
|
2,028
|
|
|
|
|
|
|
|
|
Total senior housing
and care revenues
|
|
|
199,087
|
|
|
|
209,923
|
|
Medical facilities:
|
|
|
|
|
|
|
|
|
Rental income
|
|
|
|
|
|
|
|
|
Medical office buildings
|
|
|
65,846
|
|
|
|
82,145
|
|
Hospitals
|
|
|
23,304
|
|
|
|
23,265
|
|
Life science buildings
|
|
|
|
|
|
|
13,080
|
|
|
|
|
|
|
|
|
Sub-total
|
|
|
89,150
|
|
|
|
118,490
|
|
Interest income
|
|
|
2,478
|
|
|
|
978
|
|
Other income
|
|
|
619
|
|
|
|
574
|
|
|
|
|
|
|
|
|
Total medical facilities
revenues
|
|
|
92,247
|
|
|
|
120,042
|
|
Corporate other income
|
|
|
740
|
|
|
|
1,044
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
292,074
|
|
|
|
331,009
|
|
Property operating expenses:
|
|
|
|
|
|
|
|
|
Senior housing and care
|
|
|
|
|
|
|
|
|
Medical facilities:
|
|
|
|
|
|
|
|
|
Medical office buildings
|
|
|
24,026
|
|
|
|
25,844
|
|
Hospitals
|
|
|
|
|
|
|
878
|
|
Life science buildings
|
|
|
|
|
|
|
3,817
|
|
|
|
|
|
|
|
|
Non-segment/corporate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total property operating
expenses
|
|
|
24,026
|
|
|
|
30,539
|
|
Net operating income:
|
|
|
|
|
|
|
|
|
Senior housing and care
|
|
|
199,087
|
|
|
|
209,923
|
|
Medical facilities
|
|
|
68,221
|
|
|
|
89,503
|
|
Non-segment/corporate
|
|
|
740
|
|
|
|
1,044
|
|
|
|
|
|
|
|
|
Net operating income
|
|
$
|
268,048
|
|
|
$
|
300,470
|
|
|
|
|
|
|
|
|
42
Item 2.
Managements 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,
|
|
June 30,
|
|
|
2009
|
|
2009
|
|
2009
|
|
2009
|
|
2010
|
|
2010
|
|
|
|
EBITDA Reconciliation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
66,645
|
|
|
$
|
64,759
|
|
|
$
|
24,685
|
|
|
$
|
36,838
|
|
|
$
|
31,694
|
|
|
$
|
51,064
|
|
Interest expense
|
|
|
28,011
|
|
|
|
27,332
|
|
|
|
28,833
|
|
|
|
25,596
|
|
|
|
29,985
|
|
|
|
37,550
|
|
Income tax expense (benefit)
|
|
|
50
|
|
|
|
21
|
|
|
|
(55
|
)
|
|
|
151
|
|
|
|
84
|
|
|
|
188
|
|
Depreciation and amortization
|
|
|
41,326
|
|
|
|
40,731
|
|
|
|
41,085
|
|
|
|
41,780
|
|
|
|
43,581
|
|
|
|
47,451
|
|
|
|
|
EBITDA
|
|
$
|
136,032
|
|
|
$
|
132,843
|
|
|
$
|
94,548
|
|
|
$
|
104,365
|
|
|
$
|
105,344
|
|
|
$
|
136,253
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Coverage Ratio:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
$
|
28,011
|
|
|
$
|
27,332
|
|
|
$
|
28,833
|
|
|
$
|
25,596
|
|
|
$
|
29,985
|
|
|
$
|
37,550
|
|
Non-cash interest expense
|
|
|
(2,772
|
)
|
|
|
(2,844
|
)
|
|
|
(2,895
|
)
|
|
|
(3,387
|
)
|
|
|
(2,841
|
)
|
|
|
(3,659
|
)
|
Capitalized interest
|
|
|
9,865
|
|
|
|
11,026
|
|
|
|
9,975
|
|
|
|
10,305
|
|
|
|
7,076
|
|
|
|
5,276
|
|
|
|
|
Total interest
|
|
|
35,104
|
|
|
|
35,514
|
|
|
|
35,913
|
|
|
|
32,514
|
|
|
|
34,220
|
|
|
|
39,167
|
|
EBITDA
|
|
$
|
136,032
|
|
|
$
|
132,843
|
|
|
$
|
94,548
|
|
|
$
|
104,365
|
|
|
$
|
105,344
|
|
|
$
|
136,253
|
|
|
|
|
Interest coverage ratio
|
|
|
3.88
|
x
|
|
|
3.74
|
x
|
|
|
2.63
|
x
|
|
|
3.21
|
x
|
|
|
3.08
|
x
|
|
|
3.48
|
x
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed Charge Coverage Ratio:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest
|
|
$
|
35,104
|
|
|
$
|
35,514
|
|
|
$
|
35,913
|
|
|
$
|
32,514
|
|
|
$
|
34,220
|
|
|
$
|
39,167
|
|
Secured debt principal payments
|
|
|
2,206
|
|
|
|
2,177
|
|
|
|
2,298
|
|
|
|
2,611
|
|
|
|
3,378
|
|
|
|
4,325
|
|
Preferred dividends
|
|
|
5,524
|
|
|
|
5,516
|
|
|
|
5,520
|
|
|
|
5,520
|
|
|
|
5,509
|
|
|
|
5,484
|
|
|
|
|
Total fixed charges
|
|
|
42,834
|
|
|
|
43,207
|
|
|
|
43,731
|
|
|
|
40,645
|
|
|
|
43,107
|
|
|
|
48,976
|
|
EBITDA
|
|
$
|
136,032
|
|
|
$
|
132,843
|
|
|
$
|
94,548
|
|
|
$
|
104,365
|
|
|
$
|
105,344
|
|
|
$
|
136,253
|
|
|
|
|
Fixed charge coverage ratio
|
|
|
3.18
|
x
|
|
|
3.07
|
x
|
|
|
2.16
|
x
|
|
|
2.57
|
x
|
|
|
2.44
|
x
|
|
|
2.78
|
x
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
June 30,
|
|
June 30,
|
|
|
2009
|
|
2010
|
|
|
|
|
|
EBITDA Reconciliation:
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
131,403
|
|
|
$
|
82,758
|
|
Interest expense
|
|
|
55,343
|
|
|
|
67,535
|
|
Income tax expense
|
|
|
72
|
|
|
|
273
|
|
Depreciation and amortization
|
|
|
82,057
|
|
|
|
91,032
|
|
|
|
|
|
|
|
|
EBITDA
|
|
$
|
268,875
|
|
|
$
|
241,598
|
|
|
|
|
|
|
|
|
|
|
Interest Coverage Ratio:
|
|
|
|
|
|
|
|
|
Interest expense
|
|
$
|
55,343
|
|
|
$
|
67,535
|
|
Non-cash interest expense
|
|
|
(5,616
|
)
|
|
|
(6,500
|
)
|
Capitalized interest
|
|
|
20,891
|
|
|
|
12,352
|
|
|
|
|
Total interest
|
|
|
70,618
|
|
|
|
73,387
|
|
EBITDA
|
|
$
|
268,875
|
|
|
$
|
241,598
|
|
|
|
|
Interest coverage ratio
|
|
|
3.81
|
x
|
|
|
3.29
|
x
|
|
|
|
|
|
|
|
|
|
Fixed Charge Coverage Ratio:
|
|
|
|
|
|
|
|
|
Total interest
|
|
$
|
70,618
|
|
|
$
|
73,387
|
|
Secured debt principal payments
|
|
|
4,383
|
|
|
|
7,704
|
|
Preferred dividends
|
|
|
11,039
|
|
|
|
10,993
|
|
|
|
|
Total fixed charges
|
|
|
86,040
|
|
|
|
92,084
|
|
EBITDA
|
|
$
|
268,875
|
|
|
$
|
241,598
|
|
|
|
|
Fixed charge coverage ratio
|
|
|
3.13
|
x
|
|
|
2.62
|
x
|
43
Item 2.
Managements 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,
|
|
June 30,
|
|
|
2009
|
|
2009
|
|
2009
|
|
2009
|
|
2010
|
|
2010
|
|
|
|
Adjusted EBITDA Reconciliation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
314,613
|
|
|
$
|
218,112
|
|
|
$
|
183,478
|
|
|
$
|
192,927
|
|
|
$
|
157,976
|
|
|
$
|
144,282
|
|
Interest expense
|
|
|
131,750
|
|
|
|
122,927
|
|
|
|
116,406
|
|
|
|
109,772
|
|
|
|
111,746
|
|
|
|
121,964
|
|
Income tax expense
|
|
|
77
|
|
|
|
54
|
|
|
|
152
|
|
|
|
168
|
|
|
|
201
|
|
|
|
368
|
|
Depreciation and amortization
|
|
|
164,797
|
|
|
|
165,898
|
|
|
|
165,292
|
|
|
|
164,923
|
|
|
|
167,177
|
|
|
|
173,897
|
|
Stock-based compensation
expense
|
|
|
11,360
|
|
|
|
11,034
|
|
|
|
10,637
|
|
|
|
9,633
|
|
|
|
10,619
|
|
|
|
10,736
|
|
Provision for loan losses
|
|
|
234
|
|
|
|
234
|
|
|
|
234
|
|
|
|
23,261
|
|
|
|
23,121
|
|
|
|
23,121
|
|
Loss (gain) on extinguishment of debt
|
|
|
(2,446
|
)
|
|
|
(2,446
|
)
|
|
|
24,696
|
|
|
|
25,107
|
|
|
|
44,822
|
|
|
|
51,857
|
|
|
|
|
Adjusted EBITDA
|
|
$
|
620,385
|
|
|
$
|
515,813
|
|
|
$
|
500,895
|
|
|
$
|
525,791
|
|
|
$
|
515,662
|
|
|
$
|
526,225
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Fixed Charge Coverage Ratio:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
$
|
131,750
|
|
|
$
|
122,927
|
|
|
$
|
116,406
|
|
|
$
|
109,772
|
|
|
$
|
111,746
|
|
|
$
|
121,964
|
|
Capitalized interest
|
|
|
29,727
|
|
|
|
35,690
|
|
|
|
39,301
|
|
|
|
41,170
|
|
|
|
38,381
|
|
|
|
32,631
|
|
Non-cash interest expense
|
|
|
(11,214
|
)
|
|
|
(11,289
|
)
|
|
|
(11,410
|
)
|
|
|
(11,898
|
)
|
|
|
(11,967
|
)
|
|
|
(12,782
|
)
|
Secured debt principal payments
|
|
|
8,232
|
|
|
|
8,592
|
|
|
|
8,810
|
|
|
|
9,292
|
|
|
|
10,464
|
|
|
|
12,612
|
|
Preferred dividends
|
|
|
22,579
|
|
|
|
22,311
|
|
|
|
22,101
|
|
|
|
22,079
|
|
|
|
22,064
|
|
|
|
22,032
|
|
|
|
|
Total fixed charges
|
|
|
181,074
|
|
|
|
178,231
|
|
|
|
175,208
|
|
|
|
170,415
|
|
|
|
170,688
|
|
|
|
176,457
|
|
Adjusted EBITDA
|
|
$
|
620,385
|
|
|
$
|
515,813
|
|
|
$
|
500,895
|
|
|
$
|
525,791
|
|
|
$
|
515,662
|
|
|
$
|
526,225
|
|
|
|
|
Adjusted fixed charge coverage ratio
|
|
|
3.43
|
x
|
|
|
2.89
|
x
|
|
|
2.86
|
x
|
|
|
3.09
|
x
|
|
|
3.02
|
x
|
|
|
2.98
|
x
|
44
Item 2.
Managements 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, 2009, as updated by our Current Report on Form
8-K filed May 10, 2010, for further information regarding significant accounting policies that
impact us. There have been no material changes to these policies in 2010.
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
|
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 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
investments 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 six months ended June 30,
2010, we recognized $18,383,000
of interest income and
$295,900,000 of rental income,
including discontinued
operations. Cash receipts on
leases with deferred revenue
provisions were $4,068,000 as
compared to gross straight-line
rental income recognized of
$8,598,000 for the six months
ended June 30, 2010. At June 30,
2010, our straight-line
receivable balance was
$84,361,000, net of reserves
totaling $273,000. Also at June
30, 2010, we had real estate
loans with outstanding balances
of $78,438,000 on non-accrual
status.
|
45
Item 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
Nature of Critical
|
|
Assumptions/Approach
|
Accounting Estimate
|
|
Used
|
Business Combinations
|
|
|
|
|
|
Substantially all of the properties owned by us
are leased under operating leases and are
recorded at cost. The cost of our real
property is allocated to land, buildings,
improvements and intangibles in accordance with
U.S. GAAP.
|
|
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 six months ended
June 30, 2010, we
recorded $67,376,000,
$19,189,000 and
$4,468,000 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
37.9 years, 11.3 years
and 9.4 years,
respectively, for the six
months ended June 30,
2010.
|
|
|
|
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 tenants
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.
|
|
|
|
|
|
We did not record any
impairment charges during
the three months ended
June 30, 2010.
|
|
|
|
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 June 30, 2010,
we participated in two
interest rate swap
agreements which are
reported at their fair
value of $7,799,000 and
are included in other
liabilities and
accumulated other
comprehensive income.
|
46
Item 2.
Managements 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.
During the six months ended
June 30, 2010, we had one
reserved loan payoff resulting
in a $158,000 write-off and
related net reduction of the
allowance balance. As a result
of our quarterly evaluations,
we did not further adjust our
allowance for loan losses
during the six months ended
June 30, 2010, resulting in an
allowance for loan losses of
$5,025,000 relating to real
estate loans with outstanding
balances of $91,986,000. Also
at June 30, 2010, we had real
estate loans with outstanding
balances of $78,438,000 on
non-accrual status.
|
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 companys portfolio;
the sale of properties; the performance of its operators and properties; its occupancy rates; its
ability to acquire or develop properties; its ability to manage 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 ability to make distributions; its policies and
plans regarding investments, financings and other matters; its tax status as a real estate
investment trust; its ability to appropriately balance the use of debt and equity; its ability to
access capital markets or other sources of funds; its critical accounting policies; 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 companys 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 companys ability to
transition or sell facilities with profitable results; the failure to make new investments as and
when anticipated; acts of God affecting the companys properties; the companys ability to re-lease
space at similar rates as vacancies occur; the companys 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 companys properties; changes in rules or practices
governing the companys 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 companys Annual Report on Form 10-K for the year
ended December 31, 2009, as updated by our Current Report on Form 8-K filed May 10, 2010, including
factors identified under the headings Business, Risk Factors and Managements 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
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):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2010
|
|
|
December 31, 2009
|
|
|
|
Principal
|
|
|
Change in
|
|
|
Principal
|
|
|
Change in
|
|
|
|
balance
|
|
|
fair value
|
|
|
balance
|
|
|
fair value
|
|
Senior unsecured notes
|
|
$
|
2,164,930
|
|
|
$
|
(188,174
|
)
|
|
$
|
1,661,853
|
|
|
$
|
(129,350
|
)
|
Secured debt
|
|
|
685,103
|
|
|
|
(35,837
|
)
|
|
|
491,094
|
|
|
|
(22,522
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals
|
|
$
|
2,850,033
|
|
|
$
|
(224,011
|
)
|
|
$
|
2,152,947
|
|
|
$
|
(151,872
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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. The August 2009 Swap has an effective date of August 12, 2009
and a maturity date of September 1, 2016. The August 2009 Swap has the economic effect of fixing
$52,198,000 at 3.93% plus a credit spread for seven years. The August 2009 Swap has been
designated as a cash flow hedge and we expect 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. The September 2009 Swap has an effective date of September 30,
2009 and a maturity date of October 1, 2016. The September 2009 Swap has the economic effect of
fixing $48,155,000 at 3.2675% plus a credit spread for seven years. The September 2009 Swap has
been designated as a cash flow hedge and we expect 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.
Our variable rate debt, including our unsecured line of credit arrangement, is reflected at
fair value. At June 30, 2010, we had $206,000,000 outstanding related to our variable rate line of
credit and $130,664,000 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 $3,367,000. At December 31, 2009, we had $140,000,000 outstanding related to our
variable rate line of credit and $131,952,000 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 $2,720,000.
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.
48
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 SECs 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.
PART II. OTHER INFORMATION
Item 1A.
Risk Factors
Except as provided in Item 2 Managements 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, 2009, as updated by our Current Report on Form
8-K filed May 10, 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
|
|
April 1, 2010 through April 30, 2010
|
|
|
144
|
|
|
$
|
45.23
|
|
|
|
|
|
|
|
|
|
May 1, 2010 through May 31, 2010
|
|
|
117
|
|
|
|
42.01
|
|
|
|
|
|
|
|
|
|
June 1, 2010 through June 30, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals
|
|
|
261
|
|
|
$
|
43.79
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
During the three months ended June 30, 2010, 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.
|
49
Item 6.
Exhibits
|
|
|
3.1
|
|
Certificate of Change of Location of Registered Office and of Registered Agent of the
company.
|
|
|
|
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 companys Form 8-K filed March 15, 2010, and incorporated
herein by reference thereto).
|
|
|
|
4.2
|
|
Supplemental Indenture No. 1, dated as of March 15, 2010, between the company and the Trustee
(filed with the Securities and Exchange Commission as Exhibit 4.2 to the companys Form 8-K
filed March 15, 2010, and incorporated herein by reference thereto).
|
|
|
|
4.3
|
|
Amendment No. 1 to Supplemental Indenture No. 1, dated as of June 18, 2010, between the
company and the Trustee (filed with the Securities and Exchange Commission as Exhibit 4.3 to
the companys Form 8-K filed June 18, 2010, and incorporated herein by reference thereto).
|
|
|
|
4.4
|
|
Supplemental Indenture No. 2, dated as of April 7, 2010, between the company and the Trustee
(filed with the Securities and Exchange Commission as Exhibit 4.2 to the companys Form 8-K
filed April 7, 2010, and incorporated herein by reference thereto).
|
|
|
|
4.5
|
|
Amendment No. 1 to Supplemental Indenture No. 2, dated as of June 8, 2010, between the
company and the Trustee (filed with the Securities and Exchange Commission as Exhibit 4.3 to
the companys Form 8-K filed June 8, 2010, and incorporated herein by reference thereto).
|
|
|
|
10.1
|
|
Summary of Director Compensation.
|
|
|
|
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 June 30,
2010 and December 31, 2009, (ii) the Consolidated Statements of
Income for the three and six months ended June 30, 2010 and 2009,
(iii) the Consolidated Statements of Equity for the six months ended
June 30, 2010 and 2009, (iv) the Consolidated Statements of Cash
Flows for the six months ended June 30, 2010 and 2009 and (v) the
Notes to Unaudited Consolidated Financial Statements tagged as
blocks of text.
|
|
|
|
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
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: August 6, 2010
|
|
By:
|
|
/s/ GEORGE L. CHAPMAN
|
|
|
|
|
George L. Chapman,
|
|
|
Chairman, Chief Executive Officer and President
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
Date: August 6, 2010
|
|
By:
|
|
/s/ SCOTT A. ESTES
|
|
|
|
|
Scott A. Estes,
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
Date: August 6, 2010
|
|
By:
|
|
/s/ PAUL D. NUNGESTER, JR.
|
|
|
|
|
Paul D. Nungester, Jr.,
|
|
|
Vice President and Controller
|
|
|
(Principal Accounting Officer)
|
51