Health Care REIT, Inc. 8-K

HEALTH CARE REIT, INC.

/s/ GEORGE L. CHAPMAN

George L. Chapman

0000950152-08-001418.txt : 20080226 0000950152-08-001418.hdr.sgml : 20080226 20080226171440 ACCESSION NUMBER: 0000950152-08-001418 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080226 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080226 DATE AS OF CHANGE: 20080226 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEALTH CARE REIT INC /DE/ CENTRAL INDEX KEY: 0000766704 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 341096634 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08923 FILM NUMBER: 08643727 BUSINESS ADDRESS: STREET 1: ONE SEAGATE STE 1500 STREET 2: P O BOX 1475 CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192472800 8-K 1 l30286ae8vk.htm HEALTH CARE REIT, INC. 8-K Health Care REIT, Inc. 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 26, 2008

Health Care REIT, Inc.

(Exact name of registrant as specified in its charter)


Delaware	1-8923	34-1096634
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)


One SeaGate, Suite 1500, Toledo, Ohio		43604
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (419) 247-2800

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On February 26, 2008, Health Care REIT, Inc. (the “Company”) issued a press release that announced operating results for its fourth quarter and year ended December 31, 2007. The press release is posted on the Company’s website (www.hcreit.com) under the heading News & Events. A copy of the press release has been furnished as Exhibit 99.1 to this Current Report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1

Press release dated February 26, 2008

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant had duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

Its: Chairman of the Board and Chief Executive Officer

Dated: February 26, 2008

EX-99.1 2 l30286aexv99w1.htm EX-99.1 EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE



		February 26, 2008
		For more information contact:
		Scott Estes — (419) 247-2800
		Mike Crabtree — (419) 247-2800

Health Care REIT, Inc.
Reports Fourth Quarter and Year End 2007 Results

Increases 2008 Dividend 3% to $2.72

Toledo, Ohio, February 26, 2008 ............... Health Care REIT, Inc. (NYSE:HCN) today announced operating results for its fourth quarter and year ended December 31, 2007.

“During 2007, Health Care REIT successfully leveraged its platform and infrastructure to generate a 9% total return for our stockholders in a year where the Morgan Stanley REIT index total return declined nearly 17%,” commented George L. Chapman, chief executive officer of Health Care REIT, Inc. “The benefits of our improved platform were demonstrated through $1.2 billion of gross investments, an increase in our line of credit to $1.15 billion, ratings upgrades from Moody’s and Fitch, and the company’s inclusion in the S&P Midcap 400. We look forward to 2008 as we continue to apply our disciplined relationship financing approach across the broad spectrum of health care real estate.”

2007 Highlights.

	•		Generated 2007 total stockholder return of 9%

	•		Completed net new investments totaling $1.1 billion

	•		Reported 2007 normalized FFO growth of 6% per share

	•		Received debt upgrade to Baa2 from Moody’s Investors Service

	•		Received debt upgrade to BBB from Fitch Ratings

	•		Raised $894 million of capital through three transactions and DRIP

	•		Expanded and extended unsecured lines of credit to $1.15 billion

	•		Added to Standard & Poor’s MidCap 400 Index

Key Performance Indicators.


	4Q07			4Q06			Change			2007			2006			Change
Net income available to common stockholders (NICS) per diluted share	$	0.52		$	0.27			93	%	$	1.46		$	1.31			11	%
Normalized FFO per diluted share	$	0.80		$	0.77			4	%	$	3.12		$	2.95			6	%
Normalized FAD per diluted share	$	0.75		$	0.74			1	%	$	2.92		$	2.85			2	%
Dividends per common share ⁽¹⁾	$	0.66		$	0.64			3	%	$	2.62		$	2.54			3	%
Normalized FFO Payout Ratio		83	%		83	%					84	%		86	%
Normalized FAD Payout Ratio		88	%		86	%					90	%		89	%


(1)		The $0.3409 prorated dividend paid on December 28, 2006 in connection with the Windrose merger has been excluded from 4Q06 and 2006 and included in 2007.

Page 1 of 16

February 26, 2008

4Q07 Earnings Release

4Q07 Earnings. The company generated FFO of $0.86 per diluted share for the quarter ended December 31, 2007. This was due in part to the benefit of $3,900,000 of income related to the payoff of a warrant equity investment and $1,081,000 of a debt extinguishment gain. The following table summarizes certain items impacting NICS, FFO and FAD:


	NICS								FFO								FAD
	4Q07		4Q06			Change			4Q07		4Q06			Change			4Q07		4Q06			Change
Per diluted share	$	0.52	$	0.27			93	%	$	0.86	$	0.69			25	%	$	0.89	$	0.72			24	%
Includes impact of:
Gain (loss) on sales of real property ⁽¹⁾	$	0.14	$	(0.02	)
Merger-related expenses ⁽²⁾			$	(0.08	)						$	(0.08	)						$	(0.08	)
Debt extinguishment gain ⁽³⁾	$	0.01							$	0.01							$	0.01
Additional other income ⁽⁴⁾	$	0.05							$	0.05							$	0.05
Cash receipts — prepaid/straight-line rent ⁽⁵⁾																	$	0.08	$	0.07
Per diluted share — normalized (a)									$	0.80	$	0.77			4	%	$	0.75	$	0.74			1	%


(a)		Amounts may not sum due to rounding

(1)		$11,662,000 of gains and $1,324,000 of losses for 4Q07 and 4Q06, respectively.

(2)		$5,213,000 of merger-related expenses for 4Q06.

(3)		$1,081,000 of gains on extinguishment of debt for 4Q07.

(4)		$3,900,000 of additional other income for 4Q07.

(5)		$6,678,000 and $4,285,000 of receipts for 4Q07 and 4Q06, respectively.

2007 Year End Earnings. The company generated FFO of $3.16 per diluted share for the year ended December 31, 2007. This was due in part to the benefit of $3,900,000 of income related to the payoff of a warrant equity investment and $1,081,000 of a debt extinguishment gain, partially offset by $1,750,000 of one-time acquisition finders’ fees. The following table summarizes certain items impacting NICS, FFO and FAD:


	NICS									FFO									FAD
	2007			2006			Change			2007			2006			Change			2007			2006			Change
Per diluted share	$	1.46		$	1.31			11	%	$	3.16		$	2.86			10	%	$	3.18		$	3.09			3	%
Includes impact of:
Gain (loss) on sales of real property ⁽¹⁾	$	0.18		$	0.02
One-time acquisition finders’ fees ⁽²⁾	$	(0.02	)							$	(0.02	)							$	(0.02	)
Merger-related expenses ⁽³⁾				$	(0.08	)							$	(0.08	)							$	(0.08	)
Debt extinguishment gain ⁽⁴⁾	$	0.01								$	0.01								$	0.01
Additional other income ⁽⁵⁾	$	0.05								$	0.05								$	0.05
Cash receipts — prepaid/straight-line rent ⁽⁶⁾																			$	0.22		$	0.33
Per diluted share — normalized (a)										$	3.12		$	2.95			6	%	$	2.92		$	2.85			2	%


(a)		Amounts may not sum due to rounding

(1)		$14,437,000 and $1,267,000 of gains for 2007 and 2006, respectively.

(2)		$1,750,000 of one-time acquisition finders’ fees for 2007.

(3)		$5,213,000 of merger-related expenses for 2006.

(4)		$1,081,000 of gains on extinguishment of debt for 2007.

(5)		$3,900,000 of additional other income for 2007.

(6)		$17,469,000 and $20,561,000 of receipts for 2007 and 2006, respectively.

Dividends for Fourth Quarter 2007. As previously announced, the Board of Directors declared a dividend for the quarter ended December 31, 2007 of $0.66 per share, as compared to $0.64 per share for the same period in 2006. The dividend was paid on February 20, 2008 and was the company’s 147^th consecutive dividend payment.

Page 2 of 16

February 26, 2008

4Q07 Earnings Release

Dividends for 2008. The Board of Directors approved a new quarterly dividend rate of $0.68 per share per quarter ($2.72 per share annually), commencing with the May 2008 dividend. This represents a 3% increase from the $0.66 per share rate during 2007. The company’s dividend policy is reviewed annually during the Board of Directors’ January planning session. The declaration and payment of quarterly dividends remains subject to the review and approval of the Board of Directors.

Outlook for 2008. The company is introducing its 2008 guidance and expects to report net income available to common stockholders in a range of $1.55 to $1.65 per diluted share, FFO in a range of $3.27 to $3.37 per diluted share and FAD in a range of $3.01 to $3.11 per diluted share. In preparing its guidance, the company made the following assumptions:

	•		Gross investments of $900 million to $1.2 billion, including acquisitions of $500 to $700 million at average initial yields of 7.75% to 8.25%.

	•		Gross investments include funded new development of $400 to $500 million with the investment balance capitalized at the company’s average cost of debt (approximately 6.0%) and recorded as a reduction in interest expense until completion.

	•		Dispositions of $100 to $200 million at average yields of 9.25% to 9.75%.

	•		Net investments of $700 million to $1.1 billion.

	•		General and administrative expenses of $40 to $42 million for the full year 2008.

The company’s guidance excludes any impairments, unanticipated additions to the loan loss reserve or other additional one-time items, including any additional cash payments other than normal monthly rental payments. Please see Exhibit 16 for a reconciliation of the outlook for net income available to common stockholders to FFO and FAD.

Conference Call Information. The company has scheduled a conference call on Wednesday, February 27, 2008 at 9:00 a.m. Eastern Time to discuss its fourth quarter and year end 2007 results, industry trends, portfolio performance and outlook for 2008. Telephone access will be available by dialing 866-293-8968 or 913-312-1457 (international). For those unable to listen to the call live, a taped rebroadcast will be available beginning two hours after completion of the call through March 12, 2008. To access the rebroadcast, dial 888-203-1112 or 719-457-0820 (international). The conference ID number is 5848761. To participate in the webcast, log on to www.hcreit.com or www.earnings.com 15 minutes before the call to download the necessary software. Replays will be available for 90 days through the same websites. This earnings release is posted on the company’s website under the heading News & Events.

Supplemental Reporting Measures. The company believes that net income available to common stockholders (NICS), as defined by U.S. generally accepted accounting principles (U.S. GAAP), is the most appropriate earnings measurement. However, the company considers funds from operations (FFO) and funds available for distribution (FAD) to be useful supplemental measures of its operating performance. Historical cost accounting for real estate assets in accordance with U.S. GAAP implicitly assumes that the value of real estate assets diminishes predictably over time as evidenced by the provision for depreciation. However, since real estate values have historically risen or fallen with market conditions, many industry investors and analysts have considered presentations of operating results for real estate companies that use historical cost accounting to be insufficient. In response, the National Association of Real Estate Investment Trusts (NAREIT) created FFO as a supplemental measure of operating performance for REITs that excludes historical cost depreciation from net income. FFO, as defined by NAREIT, means net income, computed in accordance with U.S. GAAP, excluding gains (or losses) from sales of real estate, plus real estate depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Normalized FFO represents FFO adjusted for unusual and non-recurring items. FAD represents FFO excluding net straight-line rental adjustments, rental income related to above/below market leases and amortization of deferred loan expenses and less cash used to fund capital expenditures, tenant improvements

Page 3 of 16

February 26, 2008

4Q07 Earnings Release

and lease commissions. Normalized FAD represents FAD excluding prepaid/straight-line rent cash receipts and adjusted for unusual and non-recurring items.

EBITDA stands for earnings before interest, taxes, depreciation and amortization. The company believes 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 its operations. Additionally, restrictive covenants in the company’s long-term debt arrangements contain financial ratios based on EBITDA. Adjusted EBITDA represents EBITDA as adjusted for stock-based compensation expenses and the provision for loan losses pursuant to covenant provisions of our unsecured lines of credit arrangements. The company primarily utilizes EBITDA to measure its interest coverage ratio, which represents EBITDA divided by total interest, and its fixed charge coverage ratio, which represents EBITDA divided by fixed charges. Fixed charges include total interest, secured debt principal amortization and preferred stock dividends.

Net operating income (NOI) is used to evaluate the operating performance of the company’s properties. The company defines NOI as total revenues, including tenant reimbursements and discontinued operations, less property operating expenses, which exclude depreciation and amortization, general and administrative expenses, impairments and interest expense. The company believes NOI provides investors relevant and useful information because it measures the operating performance of its properties at the property level on an unleveraged basis. The company uses NOI to make decisions about resource allocations and to assess the property level performance of its properties.

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

About Health Care REIT.

Health Care REIT, Inc., with headquarters in Toledo, Ohio, is an equity real estate investment trust that invests across the full spectrum of senior housing and health care real estate, including independent living/continuing care retirement communities, assisted living facilities, skilled nursing facilities, hospitals, long-term acute care hospitals and medical office buildings. Founded in 1970, the company was the first real estate investment trust to invest exclusively in health care facilities. The company also offers a full array of property management and development services. As of December 31, 2007, the company’s broadly diversified portfolio consisted of 638 properties in 38 states. More information is available on the Internet at www.hcreit.com.

This document may contain “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements concern and are based upon, among other things, the possible expansion of the company’s portfolio; the sale of 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 new viable 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

Page 4 of 16

February 26, 2008

4Q07 Earnings Release

similar expressions, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties. The company’s expected results may not be achieved, and actual results may differ materially from expectations. This may be a result of various factors, including, but not limited to: the status of the economy; the status of capital markets, including prevailing interest rates; issues facing the health care industry, including compliance with, and changes to, regulations and payment policies; operators’ and tenants’ difficulty in cost-effectively obtaining and maintaining adequate liability and other insurance; changes in financing terms; competition within the health care and senior housing industries; negative developments in the operating results or financial condition of operators or tenants, including, but not limited to, their ability to pay rent and repay loans; the company’s ability to transition or sell facilities with a profitable result; the failure of closings to occur as and when anticipated; acts of God affecting the company’s properties; the company’s ability to timely reinvest sale proceeds at similar rates to assets sold; the company’s ability to re-lease space at similar rates as vacancies occur; operator or tenant bankruptcies or insolvencies; government regulations affecting Medicare and Medicaid reimbursement rates; liability or contract claims by or against operators and tenants; unanticipated difficulties and/or expenditures relating to future acquisitions and the integration of multi-property acquisitions; environmental laws affecting the company’s properties; changes in rules or practices governing the company’s financial reporting; and legal and operational matters, including real estate investment trust qualification and key management personnel recruitment and retention. Finally, the company assumes no obligation to update or revise any forward-looking statements or to update the reasons why actual results could differ from those projected in any forward-looking statements.

FINANCIAL SCHEDULES FOLLOW
#####

Page 5 of 16

February 26, 2008

4Q07 Earnings Release

HEALTH CARE REIT, INC.
Financial Supplement

CONSOLIDATED BALANCE SHEETS (unaudited)
(In thousands)


	December 31,
	2007			2006
Assets
Real estate investments:
Real property owned
Land and land improvements	$	447,029		$	386,693
Buildings and improvements		4,224,955			3,659,065
Acquired lease intangibles		131,312			84,082
Real property held for sale, net of accumulated depreciation		0			14,796
Construction in progress		313,709			138,222

		5,117,005			4,282,858
Less accumulated depreciation and intangible amortization		(478,373	)		(347,007	)

Total real property owned		4,638,632			3,935,851
Loans receivable		381,394			194,448
Less allowance for losses on loans receivable		(7,406	)		(7,406	)

		373,988			187,042

Net real estate investments		5,012,620			4,122,893

Other assets:
Equity investments		1,408			4,700
Deferred loan expenses		30,499			20,657
Cash and cash equivalents		30,269			36,216
Receivables and other assets		139,060			96,144

		201,236			157,717

Total assets	$	5,213,856		$	4,280,610


Liabilities and stockholders’ equity
Liabilities:
Borrowings under unsecured lines of credit arrangements	$	307,000		$	225,000
Senior unsecured notes		1,890,192			1,541,814
Secured debt		507,476			378,972
Liability to subsidiary trust issuing preferred securities		0			52,215
Accrued expenses and other liabilities		95,145			101,588

Total liabilities		2,799,813			2,299,589
Minority interests		9,687			2,228
Stockholders’ equity:
Preferred stock		330,243			338,993
Common stock		85,412			73,152
Capital in excess of par value		2,370,037			1,873,811
Treasury stock		(3,952	)		(2,866	)
Cumulative net income		1,074,255			932,853
Cumulative dividends		(1,446,959	)		(1,238,860	)
Accumulated other comprehensive income		(7,381	)		(135	)
Other equity		2,701			1,845

Total stockholders’ equity		2,404,356			1,978,793

Total liabilities and stockholders’ equity	$	5,213,856		$	4,280,610

Page 6 of 16

February 26, 2008

4Q07 Earnings Release

CONSOLIDATED STATEMENTS OF INCOME (unaudited)
(In thousands, except per share data)


	Three Months Ended						Year Ended
	December 31,						December 31,
	2007			2006			2007			2006
Revenues:
Rental income	$	119,282		$	78,841		$	450,164		$	290,696
Interest income		8,151			5,651			25,823			18,829
Other income		6,099			876			10,035			3,924

Gross revenues		133,532			85,368			486,022			313,449

Expenses:
Interest expense		35,466			24,399			134,680			92,436
Property operating expenses		11,224			1,115			37,475			1,115
Depreciation and amortization		39,444			23,727			145,893			88,433
General and administrative expenses		9,349			10,220			37,653			26,004
Loan expense		1,971			1,056			5,977			3,255
Loss (gain) on extinguishment of debt		(1,081	)		0			(1,081	)		0
Provision for loan losses		0			250			0			1,000

Total expenses		96,373			60,767			360,597			212,243

Income from continuing operations before minority interests		37,159			24,601			125,425			101,206

Minority interests		169			(13	)		(238	)		(13	)


Income from continuing operations		37,328			24,588			125,187			101,193

Discontinued operations:
Gain (loss) on sales of properties		11,662			(1,324	)		14,437			1,267
Income (loss) from discontinued operations, net		(43	)		(306	)		1,778			290

		11,619			(1,630	)		16,215			1,557


Net income		48,947			22,958			141,402			102,750

Preferred dividends		6,179			5,464			25,130			21,463


Net income available to common stockholders	$	42,768		$	17,494		$	116,272		$	81,287

Average number of common shares outstanding:
Basic		82,346			64,277			78,861			61,661
Diluted		82,784			64,687			79,409			62,045
Net income available to common stockholders per share:
Basic	$	0.52		$	0.27		$	1.47		$	1.32
Diluted		0.52			0.27			1.46			1.31

Common dividends per share	$	0.66		$	0.9809		$	2.2791		$	2.8809

Page 7 of 16

February 26, 2008

4Q07 Earnings Release

HEALTH CARE REIT, INC.
Financial Supplement – December 31, 2007

Exhibit 1

Portfolio Composition
($000’s except Investment per Bed/Unit/Sq. Ft.)


	# Properties		Balance		% Balance

Balance Sheet Data
Real Property		601	$	4,638,632		92	%
Loans Receivable (1)		37		381,394		8	%

Totals		638	$	5,020,026		100	%


	# Properties		Investment		% Investment

Investment Balances
Independent/CCRCs		62	$	777,349		15	%
Assisted Living Facilities		206		1,043,467		21	%
Skilled Nursing Facilities		227		1,592,035		32	%
Medical Office Buildings		121		1,248,264		25	%
Specialty Care Facilities		22		358,911		7	%

Totals		638	$	5,020,026		100	%


			# Beds/Units			Committed		Investment
	# Properties		or Sq. Ft.			Balance (2)		per metric

Committed Investments
Independent/CCRCs		62		7,509	units	$	1,183,148	$	157,564	unit
Assisted Living Facilities		206		12,750	units		1,250,603		98,087	unit
Skilled Nursing Facilities		227		30,647	beds		1,616,688		52,752	bed
Medical Office Buildings		121		5,032,333	sq. ft.		1,387,622		276	sq. ft.
Specialty Care Facilities		22		1,541	beds		382,662		248,321	bed

Totals		638	-na-			$	5,820,723	-na-


Notes:	(1)	Includes $799,000 of loans on non-accrual.

	(2)	Committed Balance includes gross real estate investments and unfunded construction commitments for which initial funding had commenced.



Selected Facility Data		Exhibit 2


													Coverage Data
				% Payor Mix - Revenues									Before		After
	Census			Private			Medicare			Medicaid			Mgt. Fees		Mgt. Fees

Independent/CCRCs		93	%		96	%		3	%		1	%		1.47x		1.26x
Assisted Living Facilities		89	%		85	%		0	%		15	%		1.57x		1.35x
Skilled Nursing Facilities		85	%		19	%		28	%		53	%		2.25x		1.65x
Medical Office Buildings		90	%		100	%		0	%		0	%	-na-		-na-
Specialty Care Facilities		56	%		24	%		60	%		16	%		2.72x		2.16x


Weighted Averages														1.99x		1.55x

Notes: Data as of September 30, 2007. Payor mix represents percentage of facility/operator revenues.

Page 8 of 16

February 26, 2008

4Q07 Earnings Release


Investment Concentrations ($000’s)		Exhibit 3


	# Properties		Investment		% Investment
Concentration by Customer
Emeritus Corporation		50	$	355,147		7	%
Signature Healthcare LLC		34		325,744		6	%
Brookdale Senior Living, Inc.		84		258,990		5	%
Life Care Centers of America, Inc.		25		255,168		5	%
Senior Living Communities, LLC		8		187,437		4	%
Remaining portfolio		437		3,637,540		73	%

Totals		638	$	5,020,026		100	%


	# Properties		Investment		% Investment
Concentration by Region
South		384	$	2,675,763		53	%
West		91		942,132		19	%
Midwest		81		758,019		15	%
Northeast		82		644,112		13	%

Totals		638	$	5,020,026		100	%


	# Properties		Investment		% Investment
Concentration by State
Florida		89	$	773,069		15	%
Texas		85		631,267		13	%
Massachusetts		38		346,977		7	%
California		24		340,845		7	%
Tennessee		33		307,672		6	%
Remaining portfolio		369		2,620,196		52	%

Totals		638	$	5,020,026		100	%



NOI Reconciliation ($000’s)		Exhibit 4


	Total				Property Operating				Net Operating
	Revenues (1)				Expenses				Income
Current Quarter
Independent/CCRCs	$	12,443	9	%					$	12,443	10	%
Assisted Living Facilities		28,646	21	%						28,646	23	%
Skilled Nursing Facilities		41,025	31	%						41,025	33	%
Medical Office Buildings		31,482	23	%	$	11,133	99	%		20,349	17	%
Specialty Care Facilities		6,904	5	%		91	1	%		6,813	6	%
Interest income		8,151	6	%						8,151	7	%
Other income		5,602	5	%						5,602	4	%

Totals	$	134,253	100	%	$	11,224	100	%	$	123,029	100	%

Year-To-Date
Independent/CCRCs	$	45,502	9	%					$	45,502	10	%
Assisted Living Facilities		114,961	23	%						114,961	25	%
Skilled Nursing Facilities		159,033	32	%						159,033	35	%
Medical Office Buildings		112,814	23	%	$	37,177	99	%		75,637	17	%
Specialty Care Facilities		25,484	5	%		298	1	%		25,186	6	%
Interest income		25,823	5	%						25,823	6	%
Other income		9,538	3	%						9,538	1	%

Totals	$	493,155	100	%	$	37,475	100	%	$	455,680	100	%

Notes: (1) Total revenues include gross revenues and revenues from discontinued operations.

Page 9 of 16

February 26, 2008

4Q07 Earnings Release


Revenue Maturities ($000’s)		Exhibit 5


	Investment Properties		Operating Properties		Interest		Total
Year	Rental Income (1)		Rental Income (1)		Income (1)		Revenues		% of Total

2008	$	437	$	12,863	$	4,133	$	17,433		4	%
2009		930		7,497		3,487		11,914		2	%
2010		578		9,701		2,447		12,726		3	%
2011		6,921		8,457		1,584		16,962		4	%
2012		16,048		10,378		2,442		28,868		6	%
Thereafter		321,830		44,563		25,080		391,473		81	%

Totals	$	346,744	$	93,459	$	39,173	$	479,376		100	%


Notes:	(1)	Annualized revenue impact by year. Reflects contract rate of interest for loans, annual straight-line rent for leases with fixed escalators or annual cash rent for leases with contingent escalators, net of collectibility reserves if applicable.



Debt Maturities and Principal Payments ($000’s)		Exhibit 6


Year	Line of Credit		Senior Notes (1)		Secured Debt (1)		Total

2008	$	0	$	42,330	$	27,941	$	70,271
2009		0		0		53,752		53,752
2010		0		0		15,480		15,480
2011		307,000		0		52,641		359,641
2012		0		250,000		21,841		271,841
2013		0		300,000		54,780		354,780
2014		0		0		123,399		123,399
Thereafter		0		1,295,000		157,139		1,452,139

Totals	$	307,000	$	1,887,330	$	506,973	$	2,701,303


Notes:(1)		Amounts above represent principal amounts due and do not reflect unamortized premiums/discounts or other fair value adjustments as reflected on the balance sheet.



Fill-Up Concentrations ($000’s)		Exhibit 7


					Investment
	# Properties		# Beds/Units		Balance		% Investment
Facility Type
Independent/CCRCs		10		1,585	$	222,345		4	%
Assisted Living Facilities		20		1,206		173,658		3	%
Skilled Nursing Facilities		6		752		58,268		1	%
Specialty Care Facilities		3		124		50,678		1	%

Totals		39		3,667	$	504,949		10	%


			Average Months
	# Properties		in Operation		Revenues (1)		% Revenues
Occupancy
0% - 50%		11		5	$	2,844		2	%
50% - 70%		6		9		1,578		1	%
70% +		22		16		6,716		5	%

Totals		39		12	$	11,138		8	%

Notes: (1) Revenues include gross revenues and revenues from discontinued operations for the three months ended December 31, 2007.

Page 10 of 16

February 26, 2008

4Q07 Earnings Release


Investment Activity ($000’s)		Exhibit 8


	Three Months Ended				Year Ended
	December 31, 2007				December 31, 2007

Funding by Investment Type
Real Property	$	183,111	62	%	$	952,320	80	%
Loans Receivable		114,555	38	%		237,152	20	%

Totals	$	297,666	100	%	$	1,189,472	100	%

Funding by Facility Type
Independent/CCRCs	$	72,525	24	%	$	240,975	20	%
Assisted Living Facilities		45,345	15	%		118,242	10	%
Skilled Nursing Facilities		125,547	42	%		319,460	27	%
Medical Office Buildings		35,248	12	%		411,100	35	%
Specialty Care Facilities		19,001	7	%		99,695	8	%

Totals	$	297,666	100	%	$	1,189,472	100	%



Development Activity ($000’s)		Exhibit 9


	Balance at		2007 YTD		2007 YTD			Balance at		Committed
Facility Type	December 31, 2006		Fundings		Conversions			December 31, 2007		Balances
Independent/CCRCs	$	61,709	$	154,648	$	(25,090	)	$	191,267	$	638,785
Assisted Living Facilities		55,197		55,929		(56,599	)		54,527		217,962
Skilled Nursing Facilities		14,852		21,924		(16,568	)		20,208		46,843
Medical Office Buildings		0		14,688		0			14,688		154,046
Specialty Care Facilities		6,464		60,326		(33,771	)		33,019		56,770

Totals	$	138,222	$	307,515	$	(132,028	)	$	313,709	$	1,114,406

Development Funding Projections for Existing Projects ($000’s)


					Projected Future Fundings
			# Beds/Units		2008		Fundings		Unfunded
Facility Type	Projects		or Sq. Ft.		Fundings		Thereafter		Commitments
Independent/CCRCs		16		2,426	$	252,199	$	195,319	$	447,518
Assisted Living Facilities		13		1,223		114,929		48,506		163,435
Skilled Nursing Facilities		3		313		23,632		3,003		26,635
Medical Office Buildings		2		459,260		33,453		105,905		139,358
Specialty Care Facilities		3		146		15,968		7,783		23,751

Totals		37			$	440,181	$	360,516	$	800,697

Project Conversion Projections ($000’s)


2007 Quarterly Conversions						Annual Projections
			Projected Average						Projected Average
Quarter	Amount		Initial Yields (1)			Year	Amount		Initial Yields (1)
1Q07 actual	$	6,923		9.06	%	2008 projected	$	360,447		9.12	%
2Q07 actual		67,539		9.36	%	2009 projected		400,350		8.70	%
3Q07 actual		23,411		9.36	%	2010 projected		326,939		9.37	%
4Q07 actual		34,155		9.81	%	2011+ projected		26,670		10.58	%

Totals	$	132,028		9.46	%	Totals	$	1,114,406		9.08	%


Notes:		All amounts include both cash advances and non-cash additions such as capitalized interest. (1) Actual initial yields may be higher if the underlying market rates increase.

Page 11 of 16

February 26, 2008

4Q07 Earnings Release


Disposition Activity ($000’s)		Exhibit 10


	Three Months Ended				Year Ended
	December 31, 2007				December 31, 2007

Dispositions by Investment Type
Real Property	$	20,711	84	%	$	83,877	67	%
Loans Receivable		3,934	16	%		42,028	33	%

Totals	$	24,645	100	%	$	125,905	100	%

Dispositions by Facility Type
Assisted Living Facilities	$	1,563	6	%	$	70,030	56	%
Skilled Nursing Facilities		17,737	72	%		33,343	26	%
Independent/CCRCs		5,345	22	%		22,532	18	%

Totals	$	24,645	100	%	$	125,905	100	%


Discontinued Operations ($000’s)								Exhibit 11


	Three Months Ended						Year Ended
	December 31,						December 31,
	2007			2006			2007		2006
Revenues
Rental income	$	721		$	2,838		$	7,133	$	14,939

Expenses
Interest expense		127			836			1,622		4,398
Depreciation and amortization		637			1,918			3,733		9,131
General and administrative		0			390			0		1,120


Income (loss) from discontinued operations, net	$	(43	)	$	(306	)	$	1,778	$	290



		Exhibit 12


Current Capitalization ($000’s except share price)			Leverage & Performance Ratios
	Balance	% Balance

Borrowings Under Bank Lines	$ 307,000	6%	Debt/Total Book Cap	53%
Long-Term Debt Obligations	2,397,668	47%	Debt/Undepreciated Book Cap	48%
Stockholders’ Equity	2,404,356	47%	Debt/Total Market Cap	39%

Total Book Capitalization	$5,109,024	100%
			Interest Coverage	3.17x 3rd Qtr.

Common Shares Outstanding (000’s)	85,496			2.91x YTD
Period-End Share Price	$44.69		Interest Coverage-adjusted	3.17x 3rd Qtr.

Common Stock Market Value	$3,820,816	56%		2.95x YTD
Preferred Stock	330,243	5%	Fixed Charge Coverage	2.62x3rd Qtr.
Borrowings Under Bank Lines	307,000	4%		2.38xYTD
Long-Term Debt Obligations	2,397,668	35%	Fixed Charge Coverage-adjusted	2.63x 3rd Qtr.

Total Market Capitalization	$6,855,727	100%		2.42x YTD

Page 12 of 16



*4Q07 Earnings Release*		*February 26, 2008*

EBITDA Reconciliation ($000’s)		Exhibit 13


	Three Months Ended						Year Ended
	December 31,						December 31,
	2007			2006			2007			2006
Net income	$	48,947		$	22,958		$	141,402		$	102,750
Interest expense (1)		35,593			25,235			136,302			96,834
Tax expense (benefit)		269			0			188			82
Depreciation and amortization (1)		40,081			25,645			149,626			97,564
Amortization of deferred loan expenses		1,971			1,056			5,977			3,255

EBITDA		126,861			74,894			433,495			300,485
Stock-based compensation expense		1,298			2,789			7,050			6,980
Provision for loan losses		0			250			0			1,000
Loss/(gain) on extinguishment of debt		(1,081	)		0			(1,081	)		0

EBITDA — adjusted	$	127,078		$	77,933		$	439,464		$	308,465

Interest Coverage Ratio
Interest expense (1)	$	35,593		$	25,235		$	136,302		$	96,834
Capitalized interest		4,468			1,976			12,526			4,470

Total interest		40,061			27,211			148,828			101,304
EBITDA	$	126,861		$	74,894		$	433,495		$	300,485

Interest coverage ratio		3.17	x		2.75	x		2.91	x		2.97	x
EBITDA — adjusted	$	127,078		$	77,933		$	439,464		$	308,465

Interest coverage ratio — adjusted		3.17	x		2.86	x		2.95	x		3.04	x

Fixed Charge Coverage Ratio
Total interest (1)	$	40,061		$	27,211		$	148,828		$	101,304
Secured debt principal amortization		2,147			849			7,961			3,033
Preferred dividends		6,179			5,464			25,130			21,463

Total fixed charges		48,387			33,524			181,919			125,800
EBITDA	$	126,861		$	74,894		$	433,495		$	300,485

Fixed charge coverage ratio		2.62	x		2.23	x		2.38	x		2.39	x

EBITDA — adjusted	$	127,078		$	77,933		$	439,464		$	308,465

Fixed charge coverage ratio — adjusted		2.63	x		2.32	x		2.42	x		2.45	x


Notes: (1)		Depreciation and amortization and interest expense include depreciation and amortization and interest expense, respectively, from discontinued operations.

Page 13 of 16



*4Q07 Earnings Release*		*February 26, 2008*

Funds Available For Distribution Reconciliation		Exhibit 14
(Amounts in 000’s except per share data)


	Three Months Ended						Year Ended
	December 31,						December 31,
	2007			2006			2007			2006
Net income available to common stockholders	$	42,768		$	17,494		$	116,272		$	81,287
Depreciation and amortization (1)		40,081			25,645			149,626			97,564
Loss/(gain) on sales of properties		(11,662	)		1,324			(14,437	)		(1,267	)
Minority interests		(8	)		(2	)		(10	)		(2	)
Gross straight-line rental income		(4,365	)		(2,912	)		(17,029	)		(9,432	)
Prepaid/straight-line rent receipts		6,678			4,285			17,469			20,561
Amortization related to above/(below) market leases, net		(136	)		(60	)		(792	)		(60	)
Amortization of deferred loan expenses		1,971			1,056			5,977			3,255
Cap Ex, tenant improvements, lease commissions		(1,763	)		(21	)		(4,292	)		(21	)

Funds available for distribution		73,564			46,809			252,784			191,885
One-time acquisition finder’s fees		0			0			1,750			0
Loss/(gain) on extinguishment of debt		(1,081	)		0			(1,081	)		0
Additional other income		(3,900	)		0			(3,900	)		0
Merger-related expenses		0			5,213			0			5,213
Prepaid/straight-line rent receipts		(6,678	)		(4,285	)		(17,469	)		(20,561	)

Funds available for distribution — normalized	$	61,905		$	47,737		$	232,084		$	176,537

Average common shares outstanding:
Basic		82,346			64,277			78,861			61,661
Diluted		82,784			64,687			79,409			62,045

Per share data:
Net income available to common stockholders
Basic	$	0.52		$	0.27		$	1.47		$	1.32
Diluted		0.52			0.27			1.46			1.31

Funds available for distribution
Basic	$	0.89		$	0.73		$	3.21		$	3.11
Diluted		0.89			0.72			3.18			3.09
Funds available for distribution — normalized
Basic	$	0.75		$	0.74		$	2.94		$	2.86
Diluted		0.75			0.74			2.92			2.85

FAD Payout Ratio
Dividends per common share (2)	$	0.66		$	0.64		$	2.62		$	2.54
FAD per diluted share	$	0.89		$	0.72		$	3.18		$	3.09

FAD payout ratio		74	%		89	%		82	%		82	%

FAD Payout Ratio — Normalized
Dividends per common share (2)	$	0.66		$	0.64		$	2.62		$	2.54
FAD per diluted share — normalized	$	0.75		$	0.74		$	2.92		$	2.85

FAD payout ratio — normalized		88	%		86	%		90	%		89	%


Notes:	(1)	Depreciation and amortization includes depreciation and amortization from discontinued operations.

	(2)	The $0.3409 prorated dividend paid on December 28, 2006 in connection with the Windrose merger has been excluded from 4Q06 and 2006 and included in 2007.

Page 14 of 16



*4Q07 Earnings Release*		*February 26, 2008*

Funds From Operations Reconciliation		Exhibit 15
(Amounts in 000’s except per share data)


	Three Months Ended						Year Ended
	December 31,						December 31,
	2007			2006			2007			2006
Net income available to common stockholders	$	42,768		$	17,494		$	116,272		$	81,287
Depreciation and amortization (1)		40,081			25,645			149,626			97,564
Loss/(gain) on sales of properties		(11,662	)		1,324			(14,437	)		(1,267	)
Minority interests		(88	)		(4	)		(344	)		(4	)

Funds from operations	$	71,099		$	44,459		$	251,117		$	177,580
One-time acquisition finder’s fees		0			0			1,750			0
Loss/(gain) on extinguishment of debt		(1,081	)		0			(1,081	)		0
Additional other income		(3,900	)		0			(3,900	)		0
Merger-related expenses		0			5,213			0			5,213

Funds from operations — normalized	$	66,118		$	49,672		$	247,886		$	182,793

Average common shares outstanding:
Basic		82,346			64,277			78,861			61,661
Diluted		82,784			64,687			79,409			62,045

Per share data:
Net income available to common stockholders
Basic	$	0.52		$	0.27		$	1.47		$	1.32
Diluted		0.52			0.27			1.46			1.31

Funds from operations
Basic	$	0.86		$	0.69		$	3.18		$	2.88
Diluted		0.86			0.69			3.16			2.86

Funds from operations — normalized
Basic	$	0.80		$	0.77		$	3.14		$	2.96
Diluted		0.80			0.77			3.12			2.95

FFO Payout Ratio
Dividends per common share (2)	$	0.66		$	0.64		$	2.62		$	2.54
FFO per diluted share	$	0.86		$	0.69		$	3.16		$	2.86

FFO payout ratio		77	%		93	%		83	%		89	%

FFO Payout Ratio — Normalized
Dividends per share (2)	$	0.66		$	0.64		$	2.62		$	2.54
FFO per diluted share — normalized	$	0.80		$	0.77		$	3.12		$	2.95

FFO payout ratio — normalized		83	%		83	%		84	%		86	%

Notes:	(1)	Depreciation and amortization includes depreciation and amortization from discontinued operations.

	(2)	The $0.3409 prorated dividend paid on December 28, 2006 in connection with the Windrose merger has been excluded from 4Q06 and 2006 and included in 2007.

Page 15 of 16



4Q07 Earnings Release		February 26, 2008

Outlook Reconciliations		Exhibit 16
(Amounts in 000’s except per share data)


	Year Ended
	December 31, 2008
	Low			High
FFO Reconciliation:
Net income available to common stockholders	$	143,000		$	152,000
Depreciation and amortization (1)		158,000			158,000

Funds from operations	$	301,000		$	310,000

Average common shares outstanding (diluted)		92,000			92,000

Per share data (diluted):
Net income available to common stockholders	$	1.55		$	1.65
Funds from operations		3.27			3.37

FAD Reconciliation:
Net income available to common stockholders	$	143,000		$	152,000
Depreciation and amortization (1)		158,000			158,000
Gross straight-line rental income		(22,500	)		(22,500	)
Amortization related to above/below market leases		(1,000	)		(1,000	)
Amortization of deferred loan expenses		7,250			7,250
Cap Ex, tenant improvements, lease commissions		(7,500	)		(7,500	)

Funds available for distribution	$	277,250		$	286,250

Average common shares outstanding (diluted)		92,000			92,000

Per share data (diluted):
Net income available to common stockholders	$	1.55		$	1.65
Funds available for distribution		3.01			3.11


Notes:		(1) Depreciation and amortization includes depreciation and amortization from discontinued operations.

Page 16 of 16

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