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News Release: Welltower Reports Fourth Quarter 2018 Results

2/12/2019 7:00:00 AM

As previously announced, Welltower acquired a 100 percent interest in the 23-property Hammes Medical Office Portfolio for $391 million.

TOLEDO, Ohio, Feb. 12, 2019 /PRNewswire/ — Welltower Inc. (NYSE: WELL) today announced results for the quarter ended December 31, 2018. For the quarter, we generated net income attributable to common stockholders of $0.27 per share and normalized FFO attributable to common stockholders of $1.01 per share. For the year, we generated net income attributable to common stockholders of $2.02 per share and normalized FFO attributable to common stockholders of $4.03 per share. The company also announced that previously disclosed 2019 net income attributable to common stockholders guidance has been increased to a range of $2.70 to $2.85 per share, while reaffirming our previously announced 2019 normalized FFO attributable to common stockholders of $4.10 to $4.25 per share.

Quarterly Highlights

  • Reaffirming 2019 FFO attributable to common stockholders guidance of $4.10 to $4.25 per share, driven by total portfolio same store NOI growth of 1.25% to 2.25%
  • Generated $552 million of gross proceeds from common stock issuances at an average price of $68.41 per share
  • Completed $394 million of property sales and loan payoffs at a blended yield of 2.7%
  • Closed $559 million of acquisitions at a blended yield of 5.6%, including $485 million of outpatient medical buildings at 5.5% yield
  • Seniors housing operating SSNOI grew 0.6% driven by a 40 bps increase in occupancy, the largest occupancy increase in over two years
  • Appointed two national health care executives to the Board of Directors, Karen DeSalvo, MD and Johnese Spisso, MPA, raising the representation of women and minorities among independent directors

Annual Highlights

  • Total portfolio average SSNOI grew 1.6%, driven by four quarters of positive year over year growth in all segments
  • Completed more than $4 billion of gross investments, including $3.4 billion in acquisitions at a 7.3% yield and $290 million in development funding with a 7.6% yield
  • Delivered $322 million of development projects with an 8.4% expected yield
  • Successfully closed $1.9 billion of senior unsecured notes offerings across 3 tranches with an average maturity of 13.8 years and a blended yield to maturity of 4.3%
  • Generated $795 million of gross proceeds from common stock issuances at an average price of $67.51
  • Named to the Dow Jones Sustainability World Index for the first time and the Dow Jones Sustainability North America Index for the third consecutive year

“Welltower delivered strong operating results in both the fourth quarter of 2018 and for the full year driven by consistent performance across all operating segments,” commented Tom DeRosa, Welltower’s Chief Executive Officer. “2018 represented a significant turning point towards growth for Welltower as we completed more than $4 billion of accretive investments, demonstrating the success of our differentiated strategy and ability to compete on capabilities to deploy capital at attractive returns and drive future cash flow growth. Furthermore, our commitment to sustainability, diversity and governance enhances our world-class platform that continues to deliver long-term value to shareholders.”

Capital Activity On December 31, 2018, we had $215 million of cash and cash equivalents and $1.9 billion of available borrowing capacity under the primary unsecured credit facility. During the fourth quarter, we generated approximately $552 million under our dividend reinvestment program and equity shelf program at an average price of $68.41 per share. Subsequent to quarter-end, we generated an additional $195 million of equity capital under our dividend reinvestment program and equity shelf program at an average price of $73.97.

Dividend The Board of Directors declared a cash dividend for the quarter ended December 31, 2018 of $0.87 per share. On February 28, 2019, we will pay our 191st consecutive quarterly cash dividend to stockholders of record on February 22, 2019. The Board of Directors also approved a 2019 quarterly cash dividend rate of $0.87 per share ($3.48 per share annually) commencing with the February 2019 dividend payment. The Board of Directors also declared a quarterly cash dividend on the Series I Cumulative Convertible Perpetual Preferred Stock of $0.8125 per share, payable on April 15, 2019 to stockholders of record on March 31, 2019. The declaration and payment of future quarterly dividends remains subject to review and approval by the Board of Directors.

Quarterly Investment and Disposition Activity We completed $722 million of pro rata gross investments for the quarter including $559 million in acquisitions, $92 million in development funding and $70 million in land acquisitions. Acquisitions were comprised of four separate transactions at a blended yield of 5.6%. The development fundings are expected to yield 7.5% upon stabilization. Also during the quarter, we completed dispositions of $394 million consisting of the sale of $239 million of non-yielding properties acquired in the QCP acquisition, other property sales of $110 million at a blended yield on proceeds of 6.7% and loan payoffs of $46 million at an average yield of 7.1%.

Notable Investments with Existing Operating Partners

Hammes As previously announced, we acquired a 100% interest in a 23 property, Class-A medical office portfolio for $391 million which represents a year one cap rate of 5.6%. The portfolio has an average age of 10 years and totals 979,421 rentable square feet across 12 major metropolitan markets. The properties are 94% occupied with 96% of the portfolio affiliated with health systems.

Medical Pavilion at Howard County General Hospital As previously announced, we acquired a 100% interest in an outpatient medical building located on the campus of Johns Hopkins Howard County General Hospital in Columbia, Maryland for $79 million, which represents a year one cap rate of 4.9%. The 160,190 square foot property is 100% leased and sits adjacent to a 56,000 square foot Welltower-owned property on the same campus. With this acquisition, Johns Hopkins is the principal tenant in four of our properties totaling 371,000 square feet, inclusive of the Knoll North Campus a 30 acre complex we acquired in 2015.

StoryPoint We expanded our relationship with StoryPoint through the formation of a new RIDEA joint venture. The initial transaction to seed the 90/10 RIDEA JV was the acquisition of a 199-unit private-pay combination IL/AL/MC community located in the Columbus, OH MSA. The total investment amount based upon 100% ownership interest was $82 million and has a projected stabilized yield of 6.0%. Since closing our initial acquisition in 2010, we have completed $227 millionof follow-on pro rata investments with StoryPoint.

US Oncology We acquired an outpatient medical building in San Antonio, TX for $15 million, which represents a projected year one cap rate of 5.7%. The property is 38,237 rentable square feet and was built in 2017. The building is 100% leased by Texas Oncology, a member of US Oncology. US Oncology leases over 175,000 square feet in our properties.

Notable Development Starts

Atrium Health MOBs We closed on the construction loans related to two state-of-the-art “Class A+” medical office buildings under development in Charlotte, North Carolina to be delivered in mid 2020. Both buildings are 100% master-leased to Atrium Health (Moody’s: Aa3) for 15 years. This project is part of a 5.5-acre multi-phase health care anchored mixed-use development located next to Atrium Health’s flagship Carolinas Medical Center campus. Once completed, these assets will house integrated specialty clinical practices for Atrium Health including the Sanger Heart and Vascular Institute. As part of this transaction, we will form a joint venture with the highly reputable Southeast developer, Pappas Properties and will acquire a 75% ownership in the properties upon completion.

Notable Dispositions

QCP Non-Yielding and Non-Core During the fourth quarter, we completed the disposition of 40 non-yielding held-for-sale properties and 1 non-core held-for-sale property acquired in conjunction with the QCP transaction.  We realized sales proceeds of $264 million in conjunction with the disposals and recognized a gain on sale of $37 million.

Brandywine As a part of the Brandywine RIDEA conversion, we completed the disposition of two assisted living communities. The gross purchase price based upon 100% ownership interest was $33.5 million.

Kindred We completed the disposition of one long-term/post-acute facility for $9 million. We realized a gain on sale of $2 million and the sale represents an unlevered IRR of 8.8%.

Genesis In connection with its operational re-balancing, Genesis sold all of its assets and operations in the state of Texas and used part of the proceeds to pay down $14 million of outstanding loan obligations to us. Additionally, as part of that transaction, we sold our  Richardson, Texas property for $16 million.

Heritage Enterprises We completed the disposition of a combination AL / post-acute property for $16 million which represents a 9.9% cap rate on in-place rent.

Adventist We completed the disposition of two Outpatient Medical properties for $11 million which represents an 8.3% cap rate on in-place rent. We realized a gain on the sale of $4 million.

Outlook for 2019 Net income attributable to common stockholders guidance has been increased to a range of $2.70 to $2.85 per diluted share from the previous range of $1.88 to $2.03 per diluted share, primarily due to changes in projected net gains/losses/impairments and depreciation and amortization. We are affirming our previously announced 2019 normalized FFO attributable to common stockholders guidance to $4.10 to $4.25 per diluted share. In preparing our guidance, we have updated or confirmed the following assumptions:

  • Same Store NOI: We continue to expect average blended SSNOI growth of approximately 1.25%-2.25% in 2019.
    • Seniors Housing Operating approximately 0.5%-2.0%
    • Seniors Housing Triple-net approximately 3.0%-3.5%
    • Outpatient Medical approximately 1.75%-2.25%
    • Health System 1.375%
    • Long-term/Post-acute Care approximately 2.0%-2.5%
  • General and administrative expenses: We anticipate annual general and administrative expenses of approximately $130 million to $135 million, including $26 million of stock-based compensation.
  • Acquisitions: 2019 earnings guidance includes any acquisitions closed or announced year to date.
  • Development: We anticipate funding development of approximately $385 million in 2019 relating to projects underway on December 31, 2018.
  • Dispositions: We anticipate disposition proceeds of approximately $1.4 billion at a blended yield of 6.2% in 2019.

Our guidance does not include any additional investments, dispositions or capital transactions beyond those we have announced, nor any other expenses, impairments, unanticipated additions to the loan loss reserve or other additional normalizing items. Please see the exhibits for a reconciliation of the outlook for net income available to common stockholders to normalized FFO attributable to common stockholders. We will provide additional detail regarding our 2019 outlook and assumptions on the fourth quarter 2018 conference call.

Conference Call Information We have scheduled a conference call on Tuesday, February 12, 2019 at 10:00 a.m. Eastern Time to discuss our fourth quarter 2018 results, industry trends, portfolio performance and outlook for 2019. Telephone access will be available by dialing 888-346-2469 or 706-758-4923 (international). For those unable to listen to the call live, a taped rebroadcast will be available beginning two hours after completion of the call through February 26, 2019. To access the rebroadcast, dial 855-859-2056 or 404-537-3406 (international). The conference ID number is 4369176. To participate in the webcast, log on to www.welltower.com 15 minutes before the call to download the necessary software.  Replays will be available for 90 days.

Supplemental Reporting Measures We believe that net income and net income attributable to common stockholders (NICS), as defined by U.S. generally accepted accounting principles (U.S. GAAP), are the most appropriate earnings measurements. However, we consider funds from operations (FFO), net operating income (NOI) and same store NOI (SSNOI) to be useful supplemental measures of our operating performance. These supplemental measures are disclosed on our pro rata ownership basis. Pro rata amounts are derived by reducing consolidated amounts for minority partners’ noncontrolling ownership interests and adding our minority ownership share of unconsolidated amounts. We do not control unconsolidated investments. While we consider pro rata disclosures useful, they may not accurately depict the legal and economic implications of our joint venture arrangements and should be used with caution.

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 attributable to common stockholders, as defined by NAREIT, means net income attributable to common stockholders, computed in accordance with U.S. GAAP, excluding gains (or losses) from sales of real estate and impairments of depreciable assets, plus real estate depreciation and amortization, and after adjustments for unconsolidated entities and noncontrolling interests. Normalized FFO attributable to common stockholders represents FFO attributable to common stockholders adjusted for certain items detailed in Exhibit 2. We believe that normalized FFO attributable to common stockholders is a useful supplemental measure of operating performance because investors and equity analysts may use this measure to compare the operating performance of the company between periods or as compared to other REITs or other companies on a consistent basis without having to account for differences caused by unanticipated and/or incalculable items.

We define NOI as total revenues, including tenant reimbursements, less property operating expenses. Property operating expenses represent costs associated with managing, maintaining and servicing tenants for our seniors housing operating and outpatient medical properties. These expenses include, but are not limited to, property-related payroll and benefits, property management fees paid to operators, marketing, housekeeping, food service, maintenance, utilities, property taxes and insurance. General and administrative expenses represent costs unrelated to property operations or transaction costs.  These expenses include, but are not limited to, payroll and benefits, professional services, office expenses and depreciation of corporate fixed assets.  SSNOI is used to evaluate the operating performance of our properties using a consistent population which controls for changes in the composition of our portfolio. As used herein, same store is generally defined as those revenue-generating properties in the portfolio for the relevant year-over-year reporting periods. Land parcels, loans, and sub-leases as well as any properties acquired, developed/redeveloped (including major refurbishments where 20% or more of units are simultaneously taken out of commission for 30 days or more), sold or classified as held for sale during that period are excluded from the same store amounts. Properties undergoing operator transitions and/or segment transitions (except triple-net to seniors housing operating with the same operator) are also excluded from the same store amounts. Normalizers include adjustments that in management’s opinion are appropriate in considering SSNOI, a supplemental, non-GAAP performance measure.  None of these adjustments, which may increase or decrease SSNOI, are reflected in the company’s financial statements prepared in accordance with U.S. GAAP.  Significant normalizers (defined as any that individually exceeds 0.50% of SSNOI growth per property type) are separately disclosed and explained.  We believe NOI and SSNOI provide investors relevant and useful information because they measure the operating performance of our properties at the property level on an unleveraged basis. We use NOI and SSNOI to make decisions about resource allocations and to assess the property level performance of our properties. No reconciliation of the forecasted range for SSNOI on a combined or segment basis is included in this release because we are unable to quantify certain amounts that would be required to be included in the comparable GAAP financial measure without unreasonable efforts, and we believe such reconciliation would imply a degree of precision that could be confusing or misleading to investors.

Our supplemental reporting measures and similarly entitled financial measures are widely used by investors, equity and debt analysts and ratings agencies in the valuation, comparison, rating and investment recommendations of companies. Our management uses these financial measures to facilitate internal and external comparisons to historical operating results and in making operating decisions. Additionally, they are utilized by the Board of Directors to evaluate management. The supplemental reporting measures do not represent net income or cash flow provided from operating activities as determined in accordance with U.S. GAAP and should not be considered as alternative measures of profitability or liquidity. Finally, the supplemental reporting measures, as defined by us, may not be comparable to similarly entitled items reported by other real estate investment trusts or other companies. Please see the exhibits for reconciliations of supplemental reporting measures and the supplemental information package for the quarter ended December 31, 2018, which is available on the company’s website (www.welltower.com), for information and reconciliations of additional supplemental reporting measures.

About Welltower 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 infrastructure needed to scale innovative care delivery models and improve people’s wellness and overall health care experience. Welltower™, a real estate investment trust (“REIT”), owns interests in properties concentrated in major, high-growth markets in the United States, Canada and the United Kingdom, consisting of seniors housing and post-acute communities and outpatient medical properties. More information is available at www.welltower.com. We routinely post important information on our website at www.welltower.com in the “Investors” section, including corporate and investor presentations and financial information. We intend to use our website as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. Such disclosures will be included on our website under the heading “Investors”. Accordingly, investors should monitor such portion of the company’s website in addition to following our press releases, public conference calls and filings with the Securities and Exchange Commission. The information on our website is not incorporated by reference in this press release, and our web address is included as an inactive textual reference only.

Forward-Looking Statements and Risk Factors This press release contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. When we use words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “pro forma,” “estimate” or similar expressions that do not relate solely to historical matters, we are making forward-looking statements. In particular, these forward-looking statements include, but are not limited to, those relating to our opportunities to acquire, develop or sell properties; our ability to close anticipated acquisitions, investments or dispositions on currently anticipated terms, or within currently anticipated timeframes; the expected performance of our operators/tenants and properties; our expected occupancy rates; our ability to declare and to make distributions to shareholders; our investment and financing opportunities and plans; our continued qualification as a REIT; our ability to access capital markets or other sources of funds; and our ability to meet our earnings guidance. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause our actual results to differ materially from our expectations discussed in the forward-looking statements. 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 and seniors housing 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; our ability to transition or sell properties with profitable results; the failure to make new investments or acquisitions as and when anticipated; natural disasters and other acts of God affecting our properties; our ability to re-­lease space at similar rates as vacancies occur; our 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; liability or contract claims by or against operators/tenants; unanticipated difficulties and/or expenditures relating to future investments or acquisitions; environmental laws affecting our properties; changes in rules or practices governing our financial reporting; the movement of U.S. and foreign currency exchange rates; our ability to maintain our qualification as a REIT; key management personnel recruitment and retention; and other risks described in our reports filed from time to time with the Securities and Exchange Commission. Finally, we undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events or otherwise, or to update the reasons why actual results could differ from those projected in any forward-looking statements.


Welltower Inc.
Financial Exhibits
Consolidated Balance Sheets (unaudited)
(in thousands)
December 31,
2018 2017
Real estate investments:
Land and land improvements $ 3,205,091 $ 2,734,467
Buildings and improvements 28,019,502 25,373,117
Acquired lease intangibles 1,581,159 1,502,471
Real property held for sale, net of accumulated depreciation 590,271 734,147
Construction in progress 194,365 237,746
Gross real property owned 33,590,388 30,581,948
Less accumulated depreciation and intangible amortization (5,499,958) (4,838,370)
Net real property owned 28,090,430 25,743,578
Real estate loans receivable 398,711 495,871
Less allowance for losses on loans receivable (68,372) (68,372)
Net real estate loans receivable 330,339 427,499
Net real estate investments 28,420,769 26,171,077
Other assets:
Investments in unconsolidated entities 482,914 445,585
Goodwill 68,321 68,321
Cash and cash equivalents 215,376 243,777
Restricted cash 100,753 65,526
Straight-line rent receivable 367,093 389,168
Receivables and other assets 686,846 560,991
Total other assets 1,921,303 1,773,368
Total assets $ 30,342,072 $ 27,944,445
Liabilities and equity
Borrowings under primary unsecured credit facility $ 1,147,000 $ 719,000
Senior unsecured notes 9,603,299 8,331,722
Secured debt 2,476,177 2,608,976
Capital lease obligations 70,668 72,238
Accrued expenses and other liabilities 1,034,283 911,863
Total liabilities 14,331,427 12,643,799
Redeemable noncontrolling interests 424,046 375,194
Preferred stock 718,498 718,503
Common stock 384,465 372,449
Capital in excess of par value 18,424,368 17,662,681
Treasury stock (68,499) (64,559)
Cumulative net income 6,121,534 5,316,580
Cumulative dividends (10,818,557) (9,471,712)
Accumulated other comprehensive income (129,769) (111,465)
Other equity 294 670
Total Welltower Inc. stockholders’ equity 14,632,334 14,423,147
Noncontrolling interests 954,265 502,305
Total equity 15,586,599 14,925,452
Total liabilities and equity $ 30,342,072 $ 27,944,445



Consolidated Statements of Income (unaudited)
(in thousands, except per share data)
Three Months Ended Twelve Months Ended
December 31, December 31,
2018 2017 2018 2017
Resident fees and service $ 860,402 $ 729,666 $ 3,234,852 $ 2,779,423
Rental income 360,565 360,249 1,380,422 1,445,871
Interest income 13,082 11,975 55,814 73,811
Other income 7,194 2,367 29,411 17,536
Total revenues 1,241,243 1,104,257 4,700,499 4,316,641
Property operating expenses 650,644 547,904 2,433,017 2,083,925
Depreciation and amortization 242,834 238,458 950,459 921,720
Interest expense 144,369 127,217 526,592 484,622
General and administrative expenses 31,101 28,365 126,383 122,008
Loss (gain) on derivatives and financial instruments, net 1,626 (4,016) 2,284
Loss (gain) on extinguishment of debt, net 53 371 16,097 37,241
Provision for loan losses 62,966 62,966
Impairment of assets 76,022 99,821 115,579 124,483
Other expenses 10,502 60,167 112,898 177,776
Total expenses 1,157,151 1,165,269 4,277,009 4,017,025
Income (loss) from continuing operations before income taxes
and other items 84,092 (61,012) 423,490 299,616
Income tax (expense) benefit (1,504) (25,663) (8,674) (20,128)
Income (loss) from unconsolidated entities 195 (59,449) (641) (83,125)
Gain (loss) on real estate dispositions, net 41,913 56,381 415,575 344,250
Income (loss) from continuing operations 124,696 (89,743) 829,750 540,613
Net income (loss) 124,696 (89,743) 829,750 540,613
Less: Preferred dividends 11,676 11,676 46,704 49,410
Preferred stock redemption charge 9,769
Net income (loss) attributable to noncontrolling interests 11,257 10,104 24,796 17,839
Net income (loss) attributable to common stockholders $ 101,763 $ (111,523) $ 758,250 $ 463,595
Average number of common shares outstanding:
Basic 378,240 370,485 373,620 367,237
Diluted 380,002 370,485 375,250 369,001
Net income (loss) attributable to common stockholders per share:
Basic $ 0.27 $ (0.30) $ 2.03 $ 1.26
Diluted $ 0.27 $ (0.30) $ 2.02 $ 1.26
Common dividends per share $ 0.87 $ 0.87 $ 3.48 $ 3.48



Outlook reconciliations: Year Ending December 31, 2019 Exhibit 1
(in millions, except per share data)
Prior Outlook Current Outlook
Low High Low High
FFO Reconciliation:
Net income attributable to common stockholders $ 723 $ 781 $ 1,045 $ 1,103
Impairments and losses (gains) on real estate dispositions, net(1,2) (174) (174) (448) (448)
Depreciation and amortization(1) 1,025 1,025 990 990
NAREIT and Normalized FFO attributable to common stockholders $ 1,574 $ 1,632 $ 1,587 $ 1,645
Per share data attributable to common stockholders:
Net income $ 1.88 $ 2.03 $ 2.70 $ 2.85
NAREIT & Normalized FFO $ 4.10 $ 4.25 $ 4.10 $ 4.25
Other items:(1)
Net straight-line rent and above/below market rent amortization $ (73) $ (73) $ (73) $ (73)
Non-cash interest expenses 21 21 21 21
Recurring cap-ex, tenant improvements, and lease commissions (124) (124) (124) (124)
Stock-based compensation 26 26 26 26
Note : (1) Amounts presented net of noncontrolling interests’ share and Welltower’s share of unconsolidated entities.
           (2) Includes estimated gains on projected dispositions.


Normalizing Items Exhibit 2
(in thousands, except per share data) Three Months Ended Twelve Months Ended
December 31, December 31,
2018 2017 2018 2017
Loss (gain) on derivatives and financial instruments, net $ 1,626 (1) $ $ (4,016) $ 2,284
Loss (gain) on extinguishment of debt, net 53 (2) 371 16,097 37,241
Provision for loan losses 62,966 62,966
Preferred stock redemption charge 9,769
Nonrecurring interest expense 2,634 2,634
Incremental stock-based compensation expense 3,552
Nonrecurring income tax benefits 17,354 9,438
Other expenses 10,502 (3) 60,167 112,898 177,776
Additional other income (4,027) (4) (14,832)
Normalizing items attributable to noncontrolling interests and
unconsolidated entities, net
(338) (5) 57,566 4,595 86,589
Net normalizing items $ 7,816 $ 201,058 $ 118,294 $ 388,697
Average diluted common shares outstanding 380,002 372,145 375,250 369,001
Net normalizing items per diluted share $ 0.02 $ 0.54 $ 0.32 $ 1.05
Note : (1) Primarily related to mark-to-market of Genesis HealthCare stock holdings.
           (2) Primarily related to secured debt extinguishments.
           (3) Primarily related to non-capitalizable transaction costs.
           (4) Primarily related to the reversal of a contingent liability related to a prior year acquisition.
           (5) Primarily related to non-capitalizable transaction costs in joint ventures.


FFO Reconciliations Exhibit 3
(in thousands, except per share data) Three Months Ended Twelve Months Ended
December 31, December 31,
2018 2017 2018 2017
Net income (loss) attributable to common stockholders $ 101,763 $ (111,523) $ 758,250 $ 463,595
Depreciation and amortization 242,834 238,458 950,459 921,720
Impairments and losses (gains) on real estate dispositions, net 34,109 43,440 (299,996) (219,767)
Noncontrolling interests(1) (17,650) (8,131) (69,193) (60,018)
Unconsolidated entities(2) 13,910 16,980 52,663 60,046
NAREIT FFO attributable to common stockholders 374,966 179,224 1,392,183 1,165,576
Normalizing items, net(3) 7,816 201,058 118,294 388,697
Normalized FFO attributable to common stockholders $ 382,782 $ 380,282 $ 1,510,477 $ 1,554,273
Average diluted common shares outstanding:
For net income (loss) purposes 380,002 370,485 375,250 369,001
For FFO purposes 380,002 372,145 375,250 369,001
Per share data attributable to common stockholders:
Net income (loss) $ 0.27 $ (0.30) $ 2.02 $ 1.26
NAREIT FFO $ 0.99 $ 0.48 $ 3.71 $ 3.16
Normalized FFO $ 1.01 $ 1.02 $ 4.03 $ 4.21
Normalized FFO Payout Ratio:
Dividends per common share $ 0.87 $ 0.87 $ 3.48 $ 3.48
Normalized FFO attributable to common stockholders per share $ 1.01 $ 1.02 $ 4.03 $ 4.21
          Normalized FFO payout ratio 86 % 85 % 86 % 83 %
Other items:(4)
Net straight-line rent and above/below market rent amortization $ (23,914) $ (18,692) $ (72,854) $ (72,838)
Non-cash interest expenses 3,886 3,219 13,423 13,042
Recurring cap-ex, tenant improvements, and lease commissions (31,664) (22,400) (88,408) (68,120)
Stock-based compensation(5) 4,846 2,643 23,186 17,721
Note : (1) Represents noncontrolling interests’ share of net FFO adjustments.
           (2) Represents Welltower’s share of net FFO adjustments from unconsolidated entities.
           (3) See Exhibit 2.
           (4) Amounts presented net of noncontrolling interests’ share and Welltower’s share of unconsolidated entities.
           (5) Excludes certain severance related stock-based compensation recorded in other expense and normalized incremental stock-based compensation expense (see Exhibit 2).


SSNOI Reconciliations Exhibit 4
(in thousands) Three Months Ended
 March 31,  June 30,  September 30,  December 31,
2018 2017 2018 2017 2018 2017 2018 2017
Net income (loss) $ 453,555 $ 337,610 $ 167,273 $ 203,441 $ 84,226 $ 89,299 $ 124,696 $ (89,743)
Loss (gain) on real estate dispositions, net (338,184) (244,092) (10,755) (42,155) (24,723) (1,622) (41,913) (56,381)
Loss (income) from unconsolidated entities 2,429 23,106 (1,249) 3,978 (344) (3,408) (195) 59,449
Income tax expense (benefit) 1,588 2,245 3,841 (8,448) 1,741 669 1,504 25,663
Other expenses 3,712 11,675 10,058 6,339 88,626 99,595 10,502 60,167
Impairment of assets 28,185 11,031 4,632 13,631 6,740 76,022 99,821
Provision for loan losses 62,966
Loss (gain) on extinguishment of debt, net 11,707 31,356 299 5,515 4,038 53 371
Loss (gain) on derivatives and financial instruments, net (7,173) 1,224 (7,460) 736 8,991 324 1,626
General and administrative expenses 33,705 31,101 32,831 32,632 28,746 29,913 31,101 28,365
Depreciation and amortization 228,201 228,276 236,275 224,847 243,149 230,138 242,834 238,458
Interest expense 122,775 118,597 121,416 116,231 138,032 122,578 144,369 127,217
Consolidated NOI 540,500 552,129 557,161 556,747 579,222 567,486 590,599 556,353
NOI attributable to unconsolidated investments 21,620 21,279 21,725 21,873 22,247 22,431 21,933 21,539
NOI attributable to noncontrolling interests (31,283) (27,542) (30,962) (29,359) (37,212) (30,538) (40,341) (29,760)
Pro rata NOI 530,837 545,866 547,924 549,261 564,257 559,379 572,191 548,132
Non-cash NOI attributable to same store properties (11,220) (9,985) (7,131) (8,059) (8,578) (10,761) (12,019) (9,384)
NOI attributable to non-same store properties (55,795) (84,139) (98,281) (107,931) (109,610) (119,574) (121,255) (114,345)
Currency and ownership(1) (823) 4,002 1,105 5,945 3,255 1,839 4,270 1,184
Other adjustments(2) 425 (536) (724) (2,516) (593) 10,892 (158) 10,293
Same store NOI (SSNOI) $ 463,424 $ 455,208 $ 442,893 $ 436,700 $ 448,731 $ 441,775 $ 443,029 $ 435,880
Seniors housing operating $ 213,588 $ 212,306 $ 207,601 $ 207,304 $ 224,652 $ 224,079 $ 223,670 $ 222,312
Seniors housing triple-net 120,582 117,064 103,783 100,615 90,663 87,026 91,684 87,939
Outpatient medical 79,659 77,421 81,232 79,638 82,623 80,928 83,007 81,572
Long-term/post-acute care 49,595 48,417 50,277 49,143 50,793 49,742 44,668 44,057
Total SSNOI $ 463,424 $ 455,208 $ 442,893 $ 436,700 $ 448,731 $ 441,775 $ 443,029 $ 435,880
Seniors housing operating 0.6 % 0.1 % 0.3 % 0.6 % 0.4 %
Seniors housing triple-net 3.0 % 3.1 % 4.2 % 4.3 % 3.7 %
Outpatient medical 2.9 % 2.0 % 2.1 % 1.8 % 2.2 %
Long-term/post-acute care 2.4 % 2.3 % 2.1 % 1.4 % 2.1 %
Total SSNOI growth 1.8 % 1.4 % 1.6 % 1.6 % 1.6 %
Note : (1) Includes adjustments to reflect consistent property ownership percentages and foreign currency exchange rates for properties in the U.K. and Canada.
           (2) Includes other adjustments as described in the respective Supplements.


Cision View original content to download multimedia:http://www.prnewswire.com/news-releases/welltower-reports-fourth-quarter-2018-results-300793943.html

SOURCE Welltower Inc.

John Goodey (419) 247-2800

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