Welltower Reports Second Quarter 2019 Results

TOLEDO, Ohio, July 31, 2019 /PRNewswire/ -- Welltower Inc. (NYSE: WELL) today announced results for the quarter ended June 30, 2019.

Quarterly Highlights

• Reported net income attributable to common stockholders of $0.34 per diluted share and normalized FFO attributable to common stockholders of $1.05 per diluted share compared to $1.00 per diluted share in 2018, representing 5% normalized FFO growth
• Grew total portfolio SSNOI by 3.1%, driven by consistent performance across all property types
• Completed $2.4 billion of pro rata acquisitions across eight separate transactions at a blended yield of 5.4% and $152 million in development funding with an expected stabilized yield of 7.2%
• Completed the sale of the Benchmark Senior Living portfolio for a $1.8 billion gross sale price subsequent to quarter end
• Issued seventh annual Corporate Social Responsibility Report and also named a 2019 Energy Star Partner of the Year by the U.S. Environmental Protection Agency

"Our outperformance this quarter is yet another example of how Welltower's differentiated strategy and asset quality is delivering growth for our shareholders," commented Thomas J. DeRosa, Chairman and CEO. "Once again, Welltower was able to elevate the quality of our health care real estate portfolio by recycling out of legacy assets and operators in order to capitalize a next generation health care real estate platform that will deliver sustainable growth for years to come."

Capital Activity On June 30, 2019, we had $269 million of cash and cash equivalents and $1.1 billion of available borrowing capacity under our unsecured revolving credit facility. During the second quarter, we sold 3.7 million shares of common stock under our ATM and DRIP programs, through both cash settle and forward sale agreements, at an initial weighted average price of $80.28 per share, generating expected gross proceeds of approximately $295 million.

In May, we entered into a $1.0 billion unsecured term loan facility to bridge the funding of the CNL Healthcare Properties acquisition with proceeds from the Benchmark Senior Living portfolio disposition, maintaining capacity to borrow under our revolving credit facility. The bridge facility was subsequently extinguished in July 2019 with proceeds from the disposition of the Benchmark Senior Living portfolio. As of July 30, 2019 we had approximately $340 million of cash and cash equivalents and $1.7 billion of available borrowing capacity under our unsecured revolving credit facility, bringing leverage back in-line with 2019 guidance.

Dividend The Board of Directors declared a cash dividend for the quarter ended June 30, 2019 of $0.87 per share. On August 22, 2019, we will pay our 193^rd consecutive quarterly cash dividend to stockholders of record on August 15, 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 continue to leverage our extensive industry relationships to drive acquisition volume  and recycle non-core real estate into new investments that are accretive to the quality of our operator and real estate portfolios and will drive future cash flow growth. In the second quarter, we completed $2.6 billion of pro rata gross investments including $2.4 billion in acquisitions across eight separate transactions at a blended yield of 5.4% and $152 million in development funding with an expected stable yield of 7.2%. Also during the quarter, we completed dispositions of $14 million at a 4.4% yield.

Notable Investments and Transitions

CNL Healthcare Properties As previously announced, we acquired a 100% interest in a 55-property, Class-A medical office portfolio for $1.25 billion. The 94% occupied portfolio totals 3.3 million rentable square feet.

Balfour Senior Living We formed a new RIDEA relationship with Denver, Colorado-based Balfour Senior Living, a premier operator of luxury independent, assisted living and memory care communities. We acquired a six-community portfolio, including Balfour's 203-unit flagship community, Riverfront Park, located in Downtown Denver. The portfolio was acquired for a pro rata investment amount of $293 million. Furthermore, as part of this transaction, Welltower gained exclusivity on Balfour's future acquisitions and development pipeline, as well as an option to acquire up to a 34.9% interest in the management company.

Sunrise Senior Living We expanded our relationship with Sunrise by purchasing the remaining 66% interest for $218 million in five purpose-built, private-pay seniors housing properties developed and managed by Sunrise. Welltower previously funded 34% of the development cost for the communities through an ongoing development joint venture with Sunrise. The communities opened in 2017 and 2018 and are located in the San Francisco, San Diego and Washington D.C. MSAs. Our total investment in the portfolio is $285 million.

Discovery Senior Living We expanded our relationship with Discovery via an off-market acquisition of three combination seniors housing communities in in-fill locations within their respective markets in the Dallas/Fort Worth and San Antonio MSAs. The three communities were acquired through the formation of a 97.5% owned joint venture at a pro rata investment amount of $211 million, which equates to $280,610 per unit. Further, as part of this transaction, Welltower gained exclusivity on Discovery's future development pipeline.

Clover Management We formed a new joint venture partnership with Buffalo, New York-based Clover Management, a premier owner and operator of senior communities throughout the Northeast and Midwest regions of the United States. We acquired a total of 32 communities including four properties under development for pro rata investment of $343 million.

Silverado Senior Living Restructure At the end of the quarter, we transitioned 20 properties to a newly formed RIDEA joint venture with Frontier Management, an Oregon-based premier operator of high acuity assisted living and memory care communities throughout the United States. This transaction increases our total properties with Frontier to 26. We also transitioned 11 California-based RIDEA Silverado Senior Living assets to a triple-net lease with Silverado that has an initial 10-year term.

Post Quarter Activity

Benchmark Senior Living In July, we sold our Benchmark Senior Living portfolio for a gross $1.8 billion sale price, with potential to receive an additional $50 million in earnout proceeds subject to certain future sale hurdles. The 4,137 unit seniors housing operating portfolio consists of 48 assisted living properties located in Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island and Vermont. The portfolio had $24 million of secured debt that was extinguished at closing.

Summit Medical Group In July, we expanded on our relationship with Summit Medical Group by entering into a definitive purchase agreement to acquire a 43-acre medical campus encompassing 270,000 square feet across 6 buildings in Berkeley Heights, New Jersey for $140 million. The medical campus will be master leased by Summit Medical Group under a new 20-year, absolute net lease. Subject to customary closing conditions, the sale is expected to close in the third quarter of 2019. Upon closing, our total footprint leased to Summit Medical Group will be over 500,000 square feet.

Outlook for 2019 Net income attributable to common stockholders guidance has been revised to a range of $3.33 to $3.43 per diluted share from the previous range of $2.62 to $2.77 per diluted share, primarily due to changes in projected net gains/losses/impairments and depreciation and amortization. We are tightening our previously announced 2019 normalized FFO attributable to common stockholders guidance to $4.10 to $4.20 per diluted share from the previous range of $4.10 to $4.25. In preparing our guidance, we have updated or confirmed the following assumptions:

• Same Store NOI: We are increasing average blended SSNOI growth guidance from 1.25%-2.25% to 2.0%-2.5%.
• General and administrative expenses: We anticipate annual general and administrative expenses of approximately $130 million to $135 million, including $25 million of stock-based compensation.
• Acquisitions: 2019 earnings guidance includes only acquisitions closed or announced year to date.
• Development: We anticipate funding approximately $330 million of additional development in 2019 relating to projects underway on June 30, 2019.
• Dispositions: We are increasing 2019 expected disposition proceeds from $1.4 billion at a blended yield of 6.2% to $3.1 billion at a blended yield of 6.3%. This includes approximately $641 million of proceeds from dispositions completed to date and $2.5 billion of incremental proceeds from other property sales and loan payoffs.

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 Supplemental Reporting Measures section for further discussion and our definition of normalized FFO and SSNOI and 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 second quarter 2019 conference call.

Conference Call Information We have scheduled a conference call on Thursday, August 1, 2019 at 9:00 a.m. Eastern Time to discuss our second quarter 2019 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 August 15, 2019. To access the rebroadcast, dial 855-859-2056 or 404-537-3406 (international). The conference ID number is 1696689. 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 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 Seniors Housing 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 our 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 basis or by property type 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 June 30, 2019, 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 our 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; uncertainty from the expected discontinuance of LIBOR and the transition to any other interest rate benchmark; 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.

SOURCE Welltower Inc.

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