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| HCN > SEC Filings for HCN > Form 10-Q on 5-Nov-2009 | All Recent SEC Filings |
5-Nov-2009
Quarterly Report
Investments Percentage of Number of # Beds/Units Investment per
Type of Property (in thousands) Investments Properties or Sq. Ft. metric (1) States
Independent living/CCRCs $ 1,179,708 19.3 % 57 7,047 units $ 175,531 per unit 20
Assisted living facilities 1,289,485 21.2 % 180 11,140 units 119,383 per unit 30
Skilled nursing facilities 1,561,406 25.7 % 223 30,211 beds 51,843 per bed 26
Specialty care facilities 636,853 10.5 % 28 1,629 beds 502,995 p er bed 13
Medical office buildings 1,416,362 23.3 % 120 5,615,653 sq. ft. 260 per sq. ft. 23
Totals $ 6,083,814 100.0 % 608
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(1) Investment per metric was computed by using the total committed investment amount of $6,412,367,000, which includes net real estate investments and unfunded construction commitments for which initial funding has commenced which amounted to $6,083,814,000 and $328,553,000, respectively.
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 $3.8 trillion in 2015 or 18.8% of gross domestic
product ("GDP"). This is up from $2 trillion or 15.9% of GDP in 2005. Health
expenditures per capita are projected to rise 5.8% 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 19% 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 81% through
2030. Most health care services are provided within a health care facility such
as a hospital, a physician's office or a senior housing facility. Therefore, we
believe there will be continued demand for companies such as ours with expertise
in health care real estate.
The following chart illustrates the projected increase in the elderly
population aged 65 and over:
• Projected population growth combined with stable or increasing health care utilization rates which ensures demand; and
• On-going merger and acquisition activity.
Recent Developments. Both the Senate and House of Representatives are
considering legislation to reform the U.S. healthcare system. Proposed reform
involves the expansion of coverage through existing government programs, public
cooperatives, and national and state exchanges to reform the commercial/private
insurance market, and may include individual and employer mandates and a public
option. Future reform, increased coverage, changes in Medicare and Medicaid,
changes in provider reimbursement, and changes in healthcare sector funding
could have a significant impact on our operators' financial situation and
strategy. We continue to monitor these proposals as they move through the
legislative process and work with our political advisors to follow the issues.
Economic Outlook
Beginning in late 2007 and throughout 2008, the U.S. and global economy
entered a serious recession. The current economic environment is characterized
by a severe residential housing slump, depressed commercial real estate
valuations, weakened consumer confidence, rising unemployment and concerns
regarding inflation, deflation and stagflation. Numerous financial systems
around the globe have become illiquid and banks have become less willing to lend
to other banks and borrowers. Further, capital markets have become and remain
volatile as risk is repriced and investments are revalued. Uncertainty remains
in terms of the depth and duration of these adverse economic conditions.
The conditions described above have created an environment of limited
capital availability and increasing capital costs. This was most evident in the
credit markets, where lending institutions cut back on loans, tightened credit
standards and significantly increased interest rate spreads. The equity markets
were characterized by sporadic accessibility until late 2008, when share prices
in most sectors declined significantly. Continued volatility in the capital
markets could limit our ability to access debt or equity funds which, in turn,
could impact our ability to finance future investments and react to changing
economic and business conditions. This difficult operating environment also may
make it more difficult for some of our operators/tenants to meet their
obligations to us.
During 2008, our focus gradually shifted from investment to capital
preservation. To that end, our efforts in 2009 have been directed towards:
liquidity, portfolio management and investment rationalization.
• Liquidity. Liquidity has become increasingly important and we have
concentrated our efforts on further strengthening our balance sheet. We
raised over $1 billion in funds during 2008 from a combination of three
common stock offerings, our dividend reinvestment plan, our new equity shelf
program, property sales and loan payoffs. We generated an additional
$862.1 million from these sources during the nine months ended September 30,
2009. As always, we will continue to closely monitor the credit and capital
markets for opportunities to raise reasonably priced capital.
• Portfolio Management. Our investment approach has produced a portfolio that is very diverse with strong property level payment coverages. Yet, today's adverse economic conditions can negatively impact even the strongest portfolio. Our portfolio management program is designed to maintain our portfolio's strength through a combination of extensive industry research, stringent origination and underwriting protocols and a rigorous asset management process.
• Investment Strategy. For the short-term, we expect to fund our ongoing development projects and will evaluate new investments selectively and only when funding sources are clearly identified. However, we will continue to strengthen our existing customer relationships and begin to cultivate new relationships. We remain focused on preserving liquidity, but we intend to take advantage of what we believe will be increasingly attractive investment opportunities over time.
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 a broad spectrum of senior housing and health
care real estate and diversify our investment portfolio by property type,
operator/tenant 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, 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 collectibility
of revenue and the value of our investment.
With respect to our investment properties, 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 nine months ended September 30, 2009, rental income and interest
income represented 92% and 7%, 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 anticipate
investing in additional properties. 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, is expected to be
provided through a combination of public and private offerings of debt and
equity securities and the incurrence or assumption of secured debt. We believe
our liquidity and various sources of available capital are sufficient to fund
operations, meet debt service obligations (both principal and interest), make
dividend distributions and finance future investments.
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. During the nine months ended
September 30, 2009, we completed $507,733,000 of gross investments and
$153,140,000 of investment payoffs, resulting in $354,593,000 of net new
investments. We expect to complete gross new investments of approximately
$550,000,000 during 2009, comprised of funded new development. We anticipate the
sale of real property and the repayment of loans receivable totaling
approximately $250,000,000 resulting in net new investments of approximately
$300,000,000 during 2009. 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 September 30, 2009, we had $102,353,000
of cash and cash equivalents, $17,493,000 of restricted cash and $1,007,000,000
of available borrowing capacity under our unsecured line of credit arrangement.
Key Transactions in 2009
We have completed the following key transactions during the nine months
ended September 30, 2009:
• our Board of Directors approved a quarterly cash dividend of $0.68 per
share, which is consistent with the quarterly dividend paid for 2008. The
dividend declared for the quarter ended September 30, 2009 represents the
154th consecutive quarterly dividend payment;
• we completed $507,733,000 of gross investments and had $153,140,000 of investment payoffs;
• we were added to the S&P 500 Index in January 2009;
• we completed a public offering of 5,816,870 shares of common stock with net proceeds of approximately $210,880,000 in February 2009;
• we completed $265,527,000 of first mortgage loans secured by 31 senior housing properties with multiple levels of service. The debt has terms ranging from seven to ten years. The debt had weighted average initial interest rates of 5.98% after giving effect to certain interest rate swap agreements. KeyBank Capital Markets, Inc. originated the loans and sold them to Freddie Mac;
• we extinguished $79,743,000 of secured debt with weighted average interest rates of 7.26% prior to maturity;
• we extinguished $183,147,000 of unsecured senior notes with weighted average interest rates of 7.82%; and
• we completed a public offering of 9,200,000 shares of common stock with net proceeds of approximately $356,691,000 in September 2009.
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):
Three Months Ended
March 31, June 30, September 30, December 31, March 31, June 30, September 30,
2008 2008 2008 2008 2009 2009 2009
Net income
attributable to common
stockholders $ 29,249 $ 155,410 $ 53,589 $ 21,850 $ 61,119 $ 59,240 $ 19,130
Funds from operations 68,710 76,785 82,573 30,799 85,322 89,207 60,933
Net operating income 124,607 129,495 135,126 136,907 134,819 133,228 133,964
Per share data (fully
diluted):
Net income
attributable to common
stockholders $ 0.34 $ 1.73 $ 0.55 $ 0.21 $ 0.56 $ 0.53 $ 0.17
Funds from operations 0.79 0.85 0.85 0.30 0.79 0.80 0.53
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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 investment grade ratings with Moody's Investors Service, Standard & Poor's Ratings Services and Fitch Ratings. The coverage ratios are based on earnings before interest, taxes, depreciation and amortization ("EBITDA") which is discussed in further detail, and reconciled to net income, below in "Non-GAAP Financial Measures." Leverage ratios and coverage ratios are widely used by investors, analysts and rating agencies in the valuation, comparison, investment recommendations and rating of companies. The following table reflects the recent historical trends for our credit strength measures for the periods presented:
Three Months Ended
March 31, June 30, September 30, December 31, March 31, June 30, September 30,
2008 2008 2008 2008 2009 2009 2009
Debt to book
capitalization ratio 52 % 53 % 45 % 47 % 43 % 44 % 39 %
Debt to undepreciated
book capitalization
ratio 47 % 49 % 41 % 43 % 39 % 40 % 35 %
Debt to market
capitalization ratio 39 % 41 % 31 % 38 % 41 % 40 % 31 %
Interest coverage
ratio 2.86x 6.17x 3.50x 2.70x 3.88x 3.74x 2.63x
Fixed charge coverage
ratio 2.37x 5.15x 2.91x 2.24x 3.18x 3.07x 2.16x
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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:
March 31, June 30, September 30, December 31, March 31, June 30, September 30,
2008 2008 2008 2008 2009 2009 2009
Asset mix:
Real property 92 % 91 % 91 % 92 % 92 % 92 % 92 %
Real estate loans
receivable 8 % 9 % 9 % 8 % 8 % 8 % 8 %
Investment mix:
Independent
living/CCRCs 16 % 17 % 18 % 19 % 19 % 19 % 19 %
Assisted living
facilities 21 % 21 % 20 % 20 % 21 % 21 % 21 %
Skilled nursing
facilities 31 % 29 % 28 % 27 % 27 % 26 % 26 %
Specialty care
facilities 7 % 10 % 10 % 11 % 10 % 10 % 11 %
Medical office
buildings 25 % 23 % 24 % 23 % 23 % 24 % 23 %
Customer mix:
Senior Living
Communities, LLC 4 % 5 % 6 % 6 % 6 % 6 % 7 %
Signature Healthcare
LLC 6 % 6 % 6 % 5 % 5 % 5 % 5 %
Brookdale Senior
Living Inc 5 % 5 % 5 % 5 % 5 % 5 % 5 %
Emeritus Corporation 7 % 5 % 5 % 4 % 4 % 4 % 4 %
Life Care Centers of
America, Inc 5 % 5 % 5 % 5 % 5 % 4 % 3 %
Remaining customers 73 % 74 % 73 % 75 % 75 % 76 % 76 %
Geographic mix:
Florida 15 % 14 % 14 % 14 % 14 % 13 % 13 %
Texas 13 % 12 % 12 % 11 % 11 % 11 % 11 %
California 7 % 8 % 8 % 8 % 8 % 8 % 8 %
Massachusetts 7 % 7 % 7 % 7 % 7 % 7 % 7 %
Ohio 5 %
Tennessee 6 % 6 % 6 % 6 % 5 % 5 %
Remaining states 52 % 53 % 53 % 54 % 55 % 56 % 56 %
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We evaluate our key performance indicators in conjunction with current expectations to determine if historical trends are indicative of future results. Our expected results may not be achieved and actual results may differ materially from our expectations. Factors that may cause actual results to differ from expected results are described in more detail in "Forward-Looking Statements and Risk Factors" and other sections of this Quarterly Report on Form 10-Q. Management regularly monitors economic and other factors to develop strategic and tactical plans designed to improve performance and maximize our competitive position. Our ability to achieve our financial objectives is dependent upon our ability to effectively execute these plans and to appropriately respond to emerging economic and company-specific trends. Please refer to our Annual Report on Form 10-K for the year ended December 31, 2008, as updated by our Current Report on Form 8-K filed August 6, 2009, under the headings "Business," "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" for further discussion of these risk factors.
Portfolio Update
Net operating income. The primary performance measure for our properties is
net operating income ("NOI") as discussed below in "Non-GAAP Financial
Measures." The following table summarizes our net operating income for the
periods indicated (in thousands):
Three Months Ended
March 31, June 30, September 30, December 31, March 31, June 30, September 30,
2008 2008 2008 2008 2009 2009 2009
. . .
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