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Item 6. Selected Financial Data

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Item 6. Selected Financial Data

The following selected financial data for the five years ended December 31, 2017 are derived from our audited consolidated financial statements (in thousands, except per share data):

Year Ended December 31,
20132014201520162017
Operating Data
Revenues$2,880,608$3,343,546$3,859,826$4,281,160$4,316,641
Expenses2,778,3632,959,3333,223,7093,571,9074,017,025
Income from continuing operations before income taxes and income (loss) from unconsolidated entities102,245384,213636,117709,253299,616
Income tax (expense) benefit(7,491)1,267(6,451)19,128(20,128)
Income (loss) from unconsolidated entities(8,187)(27,426)(21,504)(10,357)(83,125)
Income from continuing operations86,567358,054608,162718,024196,363
Income from discontinued operations, net51,7137,135---
Gain (loss) on real estate dispositions, net-147,111280,387364,046344,250
Net income138,280512,300888,5491,082,070540,613
Preferred stock dividends66,33665,40865,40665,40649,410
Preferred stock redemption charge----9,769
Net income (loss) attributable to noncontrolling interests(6,770)1474,7994,26717,839
Net income attributable to common stockholders$78,714$446,745$818,344$1,012,397$463,595
Other Data
Average number of common shares outstanding:
Basic276,929306,272348,240358,275367,237
Diluted278,761307,747349,424360,227369,001
Per Share Data
Basic:
Income from continuing operations attributable to common stockholders$0.10$1.44$2.35$2.83$1.26
Discontinued operations, net0.190.02---
Net income attributable to common stockholders *$0.28$1.46$2.35$2.83$1.26
Diluted:
Income from continuing operations attributable to common stockholders$0.10$1.43$2.34$2.81$1.26
Discontinued operations, net0.190.02---
Net income attributable to common stockholders *$0.28$1.45$2.34$2.81$1.26
Cash distributions per common share$3.06$3.18$3.30$3.44$3.48
December 31,
Balance Sheet Data20132014201520162017
Net real estate investments$21,680,221$22,851,196$26,888,685$26,563,629$26,171,077
Total assets23,026,66624,962,92329,023,84528,865,18427,944,445
Total long-term obligations10,594,72310,776,64012,967,68612,358,24511,731,936
Total liabilities11,235,29611,403,46513,664,87713,185,27912,643,799
Total preferred stock1,017,3611,006,2501,006,2501,006,250718,503
Total equity11,756,33113,473,04915,175,88515,281,47214,925,452
* Amounts may not sum due to rounding

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

EXECUTIVE SUMMARY
Company Overview Business Strategy Key Transactions Key Performance Indicators, Trends and Uncertainties Corporate Governance29 29 30 30 32
LIQUIDITY AND CAPITAL RESOURCES
Sources and Uses of Cash Off-Balance Sheet Arrangements Contractual Obligations Capital Structure32 33 33 34
RESULTS OF OPERATIONS
Summary Triple-net Seniors Housing Operating Outpatient Medical Non-Segment/Corporate34 35 38 39 41
OTHER
Non-GAAP Financial Measures43
Critical Accounting Policies48

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis is based primarily on the consolidated financial statements of Welltower Inc. presented in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) for the periods presented and should be read together with the notes thereto contained in this Annual Report on Form 10-K. Other important factors are identified in “Item 1 — Business” and “Item 1A — Risk Factors” above.

Executive Summary

Company Overview

Welltower Inc. (NYSE:WELL), an S&P 500 company headquartered in Toledo, Ohio, is driving the transformation of health care infrastructure. The Company invests with leading seniors housing operators, post-acute providers and health systems to fund the real estate and infrastructure needed to scale innovative care delivery models and improve people’s wellness and overall health care experience. WelltowerTM, a real estate investment trust (“REIT”), owns interests in properties concentrated in major, high-growth markets in the United States (“U.S.”), Canada and the United Kingdom (“U.K.”), consisting of seniors housing and post-acute communities and outpatient medical properties. Our capital programs, when combined with comprehensive planning, development and property management services, make us a single-source solution for acquiring, planning, developing, managing, repositioning and monetizing real estate assets.

The following table summarizes our consolidated portfolio for the year ended December 31, 2017 (dollars in thousands):

Percentage ofNumber of
Type of PropertyNOI(1)NOIProperties
Triple-net$967,08443.3%573
Seniors housing operating880,02639.5%443
Outpatient medical384,06817.2%270
Totals$2,231,178100.0%1,286
(1) Represents consolidated NOI and excludes our share of investments in unconsolidated entities. Entities in which we have a joint venture with a minority partner are shown at 100% of the joint venture amount. See Non-GAAP Financial Measures for additional information and reconciliation.

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 net operating income and portfolio growth. To meet these objectives, we invest across the full spectrum of seniors housing and health care real estate and diversify our investment portfolio by property type, relationship and geographic location.

Substantially all of our revenues are derived from operating lease rentals, resident fees/services, and interest earned on outstanding loans receivable. These items represent our primary sources of liquidity to fund distributions and depend upon the continued ability of our obligors to make contractual rent and interest payments to us and the profitability of our operating properties. To the extent that our obligors/partners experience operating difficulties and become unable to generate sufficient cash to make payments or operating distributions 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. Our asset management process for seniors housing properties generally includes review of monthly financial statements and other operating data for each property, review of obligor/partner creditworthiness, property inspections, and review of covenant compliance relating to licensure, real estate taxes, letters of credit and other collateral. Our internal property management division manages and monitors the outpatient medical portfolio with a comprehensive process including review of tenant relations, lease expirations, the mix of health service providers, hospital/health system relationships, property performance, capital improvement needs, and market conditions among other things. We evaluate the operating environment in each property’s market to determine the likely trend in operating performance of the facility. When we identify unacceptable trends, we seek to mitigate, eliminate or transfer the risk. Through these efforts, we are generally able to intervene at an early stage to address any negative trends, 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 relevant 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 real estate loans, operating leases or agreements between us and the obligor and its affiliates.

For the year ended December 31, 2017, rental income and resident fees/services represented 33% and 64%, respectively, of total revenues. Substantially all of our operating leases are designed with 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.

Our primary sources of cash include rent and interest receipts, resident fees/services, borrowings under our primary unsecured credit facility, public issuances of debt and equity securities, proceeds from investment dispositions, and principal payments on loans receivable. Our primary uses of cash include dividend distributions, debt service payments (including principal and interest), real

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

property investments (including acquisitions, capital expenditures, construction advances, and transaction costs), loan advances, property operating expenses, and general and administrative expenses. Depending upon the availability and cost of external capital, we believe our liquidity is sufficient to fund these uses of cash.

We also continuously evaluate opportunities to finance future investments. New investments are generally funded from temporary borrowings under our primary unsecured credit facility, internally generated cash and the proceeds from investment dispositions. Our investments generate cash from net operating income and principal payments on loans receivable. Permanent financing for future investments, which replaces funds drawn under our primary unsecured credit facility, has historically been provided through a combination of the issuance of public 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. It is also likely that investment dispositions may occur in the future. To the extent that investment dispositions exceed new investments, our revenues and cash flows from operations could be adversely affected. We expect to reinvest the proceeds from any investment dispositions in new investments. To the extent that new investment requirements exceed our available cash on-hand, we expect to borrow under our primary unsecured credit facility. At December 31, 2017, we had $243,777,000 of cash and cash equivalents, $65,526,000 of restricted cash and $2,258,635,000 of available borrowing capacity under our primary unsecured credit facility.

Key Transactions

Capital. During the year ended December 31, 2017, we extinguished $1,080,268,000 of secured debt at a blended average interest rate of 5.2%. In addition, we redeemed all 11,500,000 shares of our 6.5% Series J Cumulative Redeemable Preferred Stock. Also, for the year ended December 31, 2017, we raised $611,443,000 through our dividend reinvestment program and our Equity Shelf Program (as defined below). The capital raised, in combination with available cash and borrowing capacity under our primary unsecured credit facility and proceeds from dispositions, supported new investment activity for the year.

Investments. The following summarizes our property acquisitions and joint venture investments made during the year ended December 31, 2017 (dollars in thousands):

PropertiesInvestment Amount(1)Capitalization Rates(2)Book Amount(3)
Triple-net9$170,0766.4%$281,875
Seniors housing operating8375,4006.6%539,173
Outpatient medical9196,5445.9%224,232
Totals26$742,0206.3%$1,045,280
(1) Represents stated pro rata purchase price including cash and any assumed debt but excludes fair value adjustments pursuant to U.S. GAAP.
(2) Represents annualized contractual or projected net operating income to be received in cash divided by investment amounts.
(3) Represents amounts recorded on our books including fair value adjustments pursuant to U.S. GAAP. See Note 3 to our consolidated financial statements for additional information.

Dispositions. The following summarizes property dispositions made during the year ended December 31, 2017 (dollars in thousands):

PropertiesProceeds(1)Capitalization Rates(2)Book Amount(3)
Triple-net59$1,190,7916.9%$916,689
Seniors housing operating3105,3494.6%74,832
Outpatient medical323,5908.3%19,697
Totals65$1,319,7306.7%$1,011,218
(1) Represents pro rata proceeds received upon disposition including any seller financing.
(2) Represents annualized contractual net operating income that was being received in cash at date of disposition divided by disposition proceeds.
(3) Represents carrying value of assets at time of disposition. See Note 5 to our consolidated financial statements for additional information.

Dividends. Our Board of Directors announced the 2018 annual cash dividend of $3.48 per common share ($0.87 per share quarterly), consistent with 2017, beginning in February 2018. The dividend declared for the quarter ended December 31, 2017 represents the 187th consecutive quarterly dividend payment.

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, credit strength and concentration risk. 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

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