Exhibit 99.1
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AVIV REIT, INC. ANNOUNCES
THIRD QUARTER 2011 EARNINGS RESULTS
CHICAGO – November 14, 2011 – Aviv REIT, Inc. (“Aviv” or the “Company”) released its earnings for the quarter ended September 30, 2011.
Recent Highlights
| • | | Total revenues were $24.0 million in the third quarter; |
| • | | Adjusted EBITDA for the third quarter was $18.3 million; |
| • | | Adjusted FFO for the third quarter was $10.9 million; |
| • | | Net Loss for the third quarter was $0.2 million including $7.5 million of extraordinary charges of which $6.7 million were non-cash; and |
| • | | Completed $172.1 million of investments year to date including $21.0 million during the third quarter and an additional $74.1 million in acquisitions during the fourth quarter through November 1. |
Craig M. Bernfield, Chairman, Chief Executive Officer and President, said, “We are pleased with our third quarter financial performance, which was consistent with our expectations and reflects our ongoing growth and success. We are excited about the quality and volume of the investments that we have already made this year, and we continue to identify attractive acquisition opportunities with existing and new operators. We are committed to our property reinvestment program to enhance the quality of our properties, having already invested $17.3 million through the end of the third quarter. Our portfolio is performing well as a result of our commitment to asset management, our operators’ ability to adapt to the challenging reimbursement environment, as well as our strong and supportive relationships with them. We have implemented many important initiatives that should continue to improve our property performance and operator strength. We believe that all of this, combined with the efforts of our outstanding management team, will enable us to prosper in the fourth quarter and 2012, despite any economic and industry challenges we may encounter.”
Conference Call
A conference call to discuss the 2011 third quarter earnings will take place on November 16, 2011 at 1:00 p.m. central standard time / 2:00 p.m. eastern standard time. The dial-in number for the conference call is 800-762-8779 (480-629-9771 for international access) and a replay of the call will be available through December 15, 2011 at 800-406-7325, access code 4486885.
About Aviv
Aviv is one of the largest owners of skilled nursing and other healthcare properties in the United States. At September 30, 2011, the Company’s portfolio consisted of 202 properties which are triple-net leased to 32 operators in 25 states.
Forward-Looking Statements
This press release may include forward-looking statements. Forward-looking statements can be identified by the use of words such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “intends,” “continue” or similar terminology. These forward-looking statements are made based on our current expectations and beliefs concerning future events affecting us and are subject to uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control, that could cause our actual results to differ materially from those matters expressed in or implied by these forward-looking statements. These uncertainties include, but are not limited to, uncertainties relating to the operations of our tenants, including those relating to reimbursement by government and other third-party payors, compliance with regulatory requirements and occupancy levels, regulatory, reimbursement and other changes in the healthcare industry, the performance and reputation of our tenants, our ability to successfully engage in strategic acquisitions and investments, the effect of general market, economic and political conditions, the availability and cost of capital, changes in tax laws and regulations affecting REITs and our ability to maintain our status as a REIT. Important factors that could cause actual results to differ materially from our expectations include those disclosed under “Risk Factors” and elsewhere in filings made by Aviv REIT, Inc. and Aviv Healthcare Properties Limited Partnership with the Securities and Exchange Commission.
Note Regarding Non-GAAP Financial Measures
This release includes financial measures, including Adjusted EBITDA and Adjusted FFO, that are derived on the basis of methodologies other than in accordance with generally accepted accounting principles (GAAP). These measures are non-GAAP measures that may be calculated differently from measures used by other companies and should not be considered measures of liquidity, alternatives to net income or indicators of any other performance measure determined in accordance with GAAP, nor are they indicative of funds available to fund our cash needs, including our ability to make payments on our indebtedness. See “Supplemental Information and Reconciliation of Financial Measures” below for the definitions of, and additional information regarding, these measures and reconciliations of these measures to the GAAP measures we consider most comparable.
For more information, please contact:
Steven Insoft, Chief Financial Officer at 312-855-0930
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Aviv REIT, Inc. and Subsidiaries
Consolidated Balance Sheets
(unaudited)
| | | | | | | | |
| | September 30, 2011 | | | December 31, 2010 | |
Assets | | | | | | | | |
Cash and cash equivalents | | $ | 6,264,886 | | | $ | 13,029,474 | |
Deferred rent receivable | | | 28,873,295 | | | | 30,660,773 | |
Tenant receivables, net | | | 6,090,209 | | | | 1,168,842 | |
Rental properties and financing leases, at cost: | | | | | | | | |
Land | | | 90,882,968 | | | | 76,466,020 | |
Buildings and improvements | | | 705,696,951 | | | | 615,806,273 | |
Assets under direct financing leases | | | 10,881,228 | | | | 10,777,184 | |
| | | | | | | | |
| | | 807,461,147 | | | | 703,049,477 | |
Less accumulated depreciation | | | (91,252,681 | ) | | | (75,948,944 | ) |
| | | | | | | | |
Net rental properties | | | 716,208,466 | | | | 627,100,533 | |
Deferred finance costs, net | | | 13,648,381 | | | | 9,957,636 | |
Loan receivables, net | | | 30,868,334 | | | | 36,610,638 | |
Other assets | | | 5,629,414 | | | | 12,872,323 | |
| | | | | | | | |
Total assets | | $ | 807,582,985 | | | $ | 731,400,219 | |
| | | | | | | | |
| | |
Liabilities and equity | | | | | | | | |
Accounts payable and accrued expenses | | $ | 10,090,892 | | | $ | 6,012,809 | |
Tenant security and escrow deposits | | | 14,218,676 | | | | 13,658,384 | |
Other liabilities | | | 31,584,569 | | | | 25,996,492 | |
Mortgage and other notes payable | | | 525,486,808 | | | | 440,575,916 | |
| | | | | | | | |
Total liabilities | | | 581,380,945 | | | | 486,243,601 | |
| | |
Equity: | | | | | | | | |
Stockholders’ equity | | | | | | | | |
Common stock (par value $0.01; 235,898 and 227,003 shares outstanding, respectively) | | | 2,359 | | | | 2,270 | |
Additional paid-in-capital | | | 234,775,166 | | | | 223,838,999 | |
Accumulated deficit | | | (15,219,201 | ) | | | (2,261,839 | ) |
Accumulated other comprehensive (loss) income | | | (1,669,782 | ) | | | 2,188,155 | |
| | | | | | | | |
Stockholders’ equity | | | 217,888,542 | | | | 223,767,585 | |
Noncontrolling interests | | | 8,313,498 | | | | 21,389,033 | |
| | | | | | | | |
Total equity | | | 226,202,040 | | | | 245,156,618 | |
| | | | | | | | |
Total liabilities and equity | | $ | 807,582,985 | | | $ | 731,400,219 | |
| | | | | | | | |
3
Aviv REIT, Inc. and Subsidiaries
Consolidated Statements of Operations
(unaudited)
| | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, | | | Nine Months Ended September 30, | |
| | 2011 | | | 2010 | | | 2011 | | | 2010 | |
Revenues | | | | | | | | | | | | | | | | |
Rental income | | $ | 20,979,359 | | | $ | 21,354,972 | | | $ | 64,782,196 | | | $ | 63,776,959 | |
Tenant recoveries | | | 1,800,900 | | | | 1,640,285 | | | | 5,325,960 | | | | 4,851,521 | |
Interest on loans to lessees—capital expenditures | | | 266,506 | | | | 183,613 | | | | 957,608 | | | | 909,186 | |
Interest on loans to lessees—working capital and capital lease | | | 970,316 | | | | 1,144,301 | | | | 2,960,338 | | | | 2,937,698 | |
| | | | | | | | | | | | | | | | |
Total revenues | | | 24,017,081 | | | | 24,323,171 | | | | 74,026,102 | | | | 72,475,364 | |
| | | | |
Expenses | | | | | | | | | | | | | | | | |
Rent and other operating expenses | | | 228,499 | | | | 199,500 | | | | 621,304 | | | | 484,476 | |
General and administrative | | | 5,974,461 | | | | 2,376,911 | | | | 12,986,000 | | | | 6,486,367 | |
Real estate taxes | | | 1,771,520 | | | | 1,558,495 | | | | 5,473,975 | | | | 4,870,994 | |
Depreciation | | | 5,322,918 | | | | 4,451,210 | | | | 15,303,737 | | | | 13,248,400 | |
Loss on impairment | | | 858,916 | | | | 96,000 | | | | 858,916 | | | | 96,000 | |
| | | | | | | | | | | | | | | | |
Total expenses | | | 14,156,314 | | | | 8,682,116 | | | | 35,243,932 | | | | 25,186,237 | |
| | | | | | | | | | | | | | | | |
Operating income | | | 9,860,767 | | | | 15,641,055 | | | | 38,782,170 | | | | 47,289,127 | |
| | | | |
Other income and expenses: | | | | | | | | | | | | | | | | |
Interest and other income | | | 7,276 | | | | (14,116 | ) | | | 840,144 | | | | 41,816 | |
Interest expense | | | (9,311,128 | ) | | | (5,211,327 | ) | | | (26,226,779 | ) | | | (16,123,723 | ) |
Change in fair value of derivatives | | | — | | | | 489,312 | | | | — | | | | 2,931,309 | |
Amortization of deferred financing costs | | | (667,406 | ) | | | (194,324 | ) | | | (1,996,845 | ) | | | (472,914 | ) |
Earnout accretion | | | (100,088 | ) | | | — | | | | (166,814 | ) | | | — | |
Gain on sale of assets | | | — | | | | 581,734 | | | | — | | | | 581,734 | |
Loss on extinguishment of debt | | | — | | | | (2,285,028 | ) | | | (3,806,513 | ) | | | (2,285,028 | ) |
| | | | | | | | | | | | | | | | |
Total other income and expenses | | | (10,071,346 | ) | | | (6,633,749 | ) | | | (31,356,807 | ) | | | (15,326,806 | ) |
| | | | | | | | | | | | | | | | |
Net (loss) income | | | (210,579 | ) | | | 9,007,306 | | | | 7,425,363 | | | | 31,962,321 | |
Distributions and accretion on Class E Preferred Units | | | — | | | | (9,353,806 | ) | | | — | | | | (17,371,893 | ) |
Net loss (income) allocable to common units of Partnership/noncontrolling interests | | | 96,030 | | | | 960,162 | | | | (3,386,174 | ) | | | (13,976,766 | ) |
| | | | | | | | | | | | | | | | |
Net (loss) income allocable to stockholders | | $ | (114,549 | ) | | $ | 613,662 | | | $ | 4,039,189 | | | $ | 613,662 | |
| | | | | | | | | | | | | | | | |
Net (loss) income | | $ | (210,579 | ) | | | | | | $ | 7,425,363 | | | | | |
Unrealized loss on derivative instrument | | | (4,086,047 | ) | | | | | | | (7,164,043 | ) | | | | |
| | | | | | | | | | | | | | | | |
Total comprehensive (loss) income | | $ | (4,296,626 | ) | | | | | | $ | 261,320 | | | | | |
| | | | | | | | | | | | | | | | |
Net (loss) income allocable to stockholders | | $ | (114,549 | ) | | | | | | $ | 4,039,189 | | | | | |
Unrealized loss on derivative instrument, net of noncontrolling interest portion of $1,863,352 and $3,306,106, respectively | | | (2,222,695 | ) | | | | | | | (3,857,937 | ) | | | | |
| | | | | | | | | | | | | | | | |
Total comprehensive (loss) income allocable to stockholders | | $ | (2,337,244 | ) | | | | | | $ | 181,252 | | | | | |
| | | | | | | | | | | | | | | | |
4
Aviv REIT, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(unaudited)
| | | | | | | | |
| | Nine Months Ended September 30, | |
| | 2011 | | | 2010 | |
Operating activities | | | | | | | | |
Net income | | $ | 7,425,363 | | | $ | 31,962,321 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | |
Depreciation | | | 15,303,737 | | | | 13,248,400 | |
Amortization | | | 1,996,845 | | | | 472,914 | |
Change in fair value of derivatives | | | — | | | | (2,931,309 | ) |
Deferred rental loss (income), net | | | 1,586,497 | | | | (2,600,415 | ) |
Rental income from intangible amortization, net | | | (1,044,431 | ) | | | (3,318,913 | ) |
Non-cash stock (unit)-based compensation | | | 1,598,715 | | | | 345,101 | |
Gain on sale of assets | | | — | | | | (581,734 | ) |
Non-cash loss on extinguishment of debt | | | 3,806,513 | | | | 1,437,233 | |
Loss on impairment of assets | | | 858,916 | | | | 96,000 | |
Reserve for uncollectible loan receivables | | | 1,250,113 | | | | — | |
Accretion of earn-out provision for previously acquired rental properties | | | 166,814 | | | | — | |
Changes in assets and liabilities: | | | | | | | | |
Tenant receivables | | | (6,685,920 | ) | | | 557,018 | |
Other assets | | | 2,070,268 | | | | (309,666 | ) |
Accounts payable and accrued expenses | | | 95,433 | | | | (1,080,771 | ) |
Tenant security deposits and other liabilities | | | 3,048,863 | | | | 40,327 | |
| | | | | | | | |
Net cash provided by operating activities | | | 31,477,726 | | | | 37,336,506 | |
| | |
Investing activities | | | | | | | | |
Purchase of rental properties | | | (80,719,101 | ) | | | (8,380,000 | ) |
Sales of rental properties | | | — | | | | 3,988,927 | |
Capital improvements and other developments | | | (17,300,401 | ) | | | (5,863,863 | ) |
Payment of earn-out provision for previously acquired rental properties | | | — | | | | (9,600,731 | ) |
Loan receivables received from (funded to) others, net | | | 6,256,744 | | | | (5,637,247 | ) |
| | | | | | | | |
Net cash used in investing activities | | | (91,762,758 | ) | | | (25,492,914 | ) |
| | |
Financing activities | | | | | | | | |
Borrowings of debt | | | 328,802,912 | | | | 405,000,000 | |
Repayment of debt | | | (243,892,020 | ) | | | (480,309,036 | ) |
Payment of financing costs | | | (9,429,792 | ) | | | (10,405,360 | ) |
Payment for swap termination | | | — | | | | (3,380,160 | ) |
Capital contributions | | | 10,419,757 | | | | 223,772,055 | |
Redemption of Class E Preferred Units | | | — | | | | (92,001,451 | ) |
Redemption of Class F Units | | | — | | | | (23,602,649 | ) |
Cash distributions to partners | | | (14,838,568 | ) | | | (33,003,335 | ) |
Cash dividends to stockholders | | | (17,541,845 | ) | | | — | |
| | | | | | | | |
Net cash provided by (used in) financing activities | | | 53,520,444 | | | | (13,929,936 | ) |
| | | | | | | | |
Net decrease in cash and cash equivalents | | | (6,764,588 | ) | | | (2,086,344 | ) |
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| | | | | | | | |
| | Nine Months Ended September 30, | |
| | 2011 | | | 2010 | |
Cash and cash equivalents: | | | | | | | | |
Beginning of period | | | 13,029,474 | | | | 15,542,507 | |
| | | | | | | | |
End of period | | $ | 6,264,886 | | | $ | 13,456,163 | |
| | | | | | | | |
| | |
Supplemental cash flow information | | | | | | | | |
Cash paid for interest | | $ | 25,080,857 | | | $ | 16,644,364 | |
| | |
Supplemental disclosure of noncash activity | | | | | | | | |
Accrued dividends payable to stockholders | | $ | 5,547,639 | | | $ | — | |
Accrued distributions payable to partners | | $ | 4,646,091 | | | $ | 3,106,549 | |
Earn-out accrual and addition to rental properties | | $ | 3,332,745 | | | $ | — | |
Write-off of deferred rent receivable | | $ | 6,785,132 | | | $ | 2,233,768 | |
Write-off of in-place lease intangibles, net | | $ | 35,536 | | | $ | 1,956,499 | |
Write-off of deferred financing costs, net | | $ | 3,806,513 | | | $ | 1,235,969 | |
Write-off debt discount | | $ | — | | | $ | 202,307 | |
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Supplemental Information and Reconciliation of Financial Measures
We use financial measures in this release that are derived on the basis of methodologies other than in accordance with GAAP. We derive these measures as follows:
| • | | EBITDA represents net income before interest expense (net), taxes, depreciation and amortization of deferred financing costs. |
| • | | Adjusted EBITDA represents EBITDA before gain/loss on sale of assets, indemnity payments, non-cash stock (unit)-based compensation, loss on debt extinguishment, rental income from intangible amortization and change in fair value of derivatives. |
| • | | The National Association of Real Estate Investment Trusts, or NAREIT, defines FFO as net income (computed in accordance with GAAP), excluding gains from sales of property, plus real estate depreciation and amortization (excluding amortization of deferred financing costs) and after adjustments for unconsolidated partnerships and joint ventures. Applying the NAREIT definition to our financial statements results in FFO representing net income before depreciation and gain/loss on sale of assets. |
| • | | Adjusted FFO (AFFO) represents FFO before deferred rental income, rental income from intangible amortization, amortization of deferred financing fees, loss on debt extinguishment, indemnity payments, non-cash stock (unit)-based compensation and change in fair value of derivatives. |
Our management uses FFO, Adjusted FFO, EBITDA and Adjusted EBITDA as important supplemental measures of our operating performance and liquidity. FFO is intended to exclude GAAP historical cost depreciation and amortization of real estate and related assets, which assumes that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions. The term FFO was designed by the real estate industry to address this issue and as an indicator of our ability to incur and service debt. Because FFO and Adjusted FFO exclude depreciation and amortization unique to real estate, gains and losses from property dispositions and extraordinary items and because EBITDA and Adjusted EBITDA exclude certain non-cash charges and adjustments and amounts spent on interest and taxes, they provide our management with performance measures that, when compared year over year or with other real estate investment trusts, or REITs, reflect the impact to operations from trends in occupancy rates, rental rates, operating costs, development activities and, with respect to FFO and Adjusted FFO, interest costs, in each case providing perspective not immediately apparent from net income. In addition, we believe that FFO, Adjusted FFO, EBITDA and Adjusted EBITDA are frequently used by securities analysts, investors and other interested parties in the evaluation of REITs.
We offer these measures to assist the users of our financial statements in assessing our financial performance and liquidity under GAAP, but these measures are non-GAAP measures and should not be considered measures of liquidity, alternatives to net income or indicators of any other performance measure determined in accordance with GAAP, nor are they indicative of funds available to fund our cash needs, including our ability to make payments on our indebtedness. In addition, our calculations of these measures are not necessarily comparable to similar measures as calculated by other companies that do not use the same definition or implementation guidelines or interpret the standards differently from us. Investors should not rely on these measures as a substitute for any GAAP measure, including net income or revenues.
In addition to these non-GAAP financial measures, we present certain statistics in this release regarding our portfolio of properties. These statistics include EBITDAR coverage, EBITDARM coverage, Portfolio Occupancy and Quality Mix, which are derived as follows:
| • | | EBITDAR coverage represents EBITDAR, which we define as earnings before interest, taxes, depreciation, amortization and rent expense, of our operators for the applicable period, divided by the rent paid to us by our operators during such period. |
| • | | EBITDARM coverage represents EBITDARM, which we define as earnings before interest, taxes, depreciation, amortization, rent expense and management fees charged by the operator, of our operators for the applicable period, divided by the rent paid to us by our operators during such period. |
| • | | Portfolio Occupancy represents the average daily number of beds at our properties that are occupied during the applicable period divided by the total number of beds at our properties that are available for use during the applicable period. |
| • | | Quality Mix represents total revenues from all payor sources, excluding Medicaid revenues, at our properties divided by the total revenue at our properties for the applicable period. |
In order to determine EBITDAR and EBITDARM coverage for the period presented, EBITDAR and EBITDARM coverage is stated only with respect to properties owned by us and operated by the same operator for the entire period. Accordingly, EBITDAR and EBITDARM coverage for the twelve months ended June 30, 2011 included 140 of the 200 properties in our portfolio as of June 30, 2011.
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Aviv REIT, Inc.
($’s)
| | | 6/30/2011m(1) | | | | 6/30/2011m(1) | | | | 6/30/2011m(1) | | | | 6/30/2011m(1) | | | | 6/30/2011m(1) | |
| | 3 Months Ended | | | 9 Months Ended | |
| | 9/30/2011 | | | 6/30/2011 (1) | | | 9/30/2010 | | | 9/30/2011 | | | 9/30/2010 | |
Cash Rental & Loan Interest Income | | | | | | | | | | | | | | | | | | | | |
Total Revenues (2) | | | 24,017,081 | | | | 27,297,825 | | | | 24,323,171 | | | | 74,026,102 | | | | 72,475,364 | |
Adjusted For: | | | | | | | | | | | | | | | | | | | | |
Deferred Rental Loss (Income) (2) | | | 1,882,643 | | | | (1,462,068 | ) | | | (1,423,137 | ) | | | 1,586,497 | | | | (2,600,415 | ) |
Rental Income from Intangible Amortization | | | (320,038 | ) | | | (362,196 | ) | | | (1,055,615 | ) | | | (1,044,431 | ) | | | (3,318,913 | ) |
Real Estate Tax Escrows | | | (1,800,900 | ) | | | (1,836,064 | ) | | | (1,640,285 | ) | | | (5,325,960 | ) | | | (4,851,521 | ) |
| | | | | | | | |
Cash Rental & Loan Interest Income | | | 23,778,786 | | | | 23,637,497 | | | | 20,204,134 | | | | 69,242,208 | | | | 61,704,515 | |
(1) Q2 2011 information shown for supplemental comparative purposes in light of our recapitalization transactions completed in Q3 2010.
(2) Includes $4.4 million in non-cash charges in Q3, offset by higher rental revenues associated with recent investment activity. The charges include a $3.5 million charge to Deferred Rents Receivable relating to the transition of 5 facilities to a new operator and the restructuring of certain leases and a $0.9 million reserve for uncollectible loan receivables. The 9 Months ended 9/30/2011 Revenues included an additional $3.3 million non-cash charges to Deferred Rents Receivable relating to property transitions in Q1 and Q2 2011.
| | | 6/30/2011m(1) | | | | 6/30/2011m(1) | | | | 6/30/2011m(1) | | | | 6/30/2011m(1) | | | | 6/30/2011m(1) | |
EBITDA | | | | | | | | | | | | | | | | | | | | |
Net (Loss) Income (3) | | | (210,579 | ) | | | 6,455,221 | | | | 9,007,306 | | | | 7,425,363 | | | | 31,962,321 | |
Adjusted For: | | | | | | | | | | | | | | | | | | | | |
Interest Expense | | | 9,311,128 | | | | 9,359,466 | | | | 5,211,327 | | | | 26,226,779 | | | | 16,123,723 | |
Depreciation | | | 5,322,918 | | | | 5,182,251 | | | | 4,451,210 | | | | 15,303,737 | | | | 13,248,400 | |
Amortization of Deferred Financing Fees | | | 667,406 | | | | 650,444 | | | | 194,324 | | | | 1,996,845 | | | | 472,914 | |
| | | | | | | | |
EBITDA | | | 15,090,873 | | | | 21,647,382 | | | | 18,864,167 | | | | 50,952,724 | | | | 61,807,358 | |
| | | | | |
Adjusted EBITDA | | | | | | | | | | | | | | | | | | | | |
EBITDA | | | 15,090,873 | | | | 21,647,382 | | | | 18,864,167 | | | | 50,952,724 | | | | 61,807,358 | |
Adjusted for: | | | | | | | | | | | | | | | | | | | | |
Gain on Sale of Assets | | | — | | | | — | | | | (581,734 | ) | | | — | | | | (581,734 | ) |
Loss on Impairment (3) | | | 858,916 | | | | — | | | | 96,000 | | | | 858,916 | | | | 96,000 | |
Indemnity Payments (3) | | | 2,178,647 | | | | 143,719 | | | | 326,899 | | | | 2,322,366 | | | | 1,003,383 | |
Non-cash stock (unit)-based compensation | | | 517,630 | | | | 494,640 | | | | 142,101 | | | | 1,598,715 | | | | 345,101 | |
Loss on Debt Extinguishment (3) | | | — | | | | 663,505 | | | | 2,285,028 | | | | 3,806,513 | | | | 2,285,028 | |
Less: | | | | | | | | | | | | | | | | | | | | |
Rental Income from Intangible Amortization | | | (320,038 | ) | | | (362,196 | ) | | | (1,055,615 | ) | | | (1,044,431 | ) | | | (3,318,913 | ) |
Change in Fair Value of Derivatives | | | — | | | | — | | | | (489,312 | ) | | | — | | | | (2,931,309 | ) |
| | | | | | | | |
Adjusted EBITDA | | | 18,326,028 | | | | 22,587,050 | | | | 19,587,534 | | | | 58,494,803 | | | | 58,704,914 | |
(3) Q3 2011 Net Loss included a $2.2 million charge ($1.4 million non-cash) for Indemnity Payment obligations relating to certain liabilities incurred by former operators of certain facilities, a $0.9 million Loss on Impairment associated with the write down in book value of a facility intended for sale, and the $4.4 million in non-cash charges discussed in Footnote (2) above. Q2 2011 Net Income was reduced by a $0.7 million non-cash Loss on Debt Extinguishment relating to the write-off of deferred financing fees associated with the repayment of approximately $36 million of our mortgage term loan with proceeds from our $100 million add-on Unsecured Notes issuance in Q2. Q1 Net Income was reduced by the $2.2 million non-cash charge to Deferred Rents Receivable discussed in Footnote (2) above and a $3.1 million non-cash Loss on Debt Extinguishment relating to the write-off of deferred financing fees associated with the repayment of $167 million of our mortgage term loan with proceeds of our $200 million Unsecured Notes issuance in Q1.
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| | | 6/30/2011n(1) | | | | 6/30/2011n(1) | | | | 6/30/2011n(1) | | | | 6/30/2011n(1) | | | | 6/30/2011n(1) | |
| | 3 Months Ended | | | 9 Months Ended | |
| | 9/30/2011 | | | 6/30/2011 (1) | | | 9/30/2010 | | | 9/30/2011 | | | 9/30/2010 | |
FFO | | | | | | | | | | | | | | | | | | | | |
Net (Loss) Income | | | (210,579 | ) | | | 6,455,221 | | | | 9,007,306 | | | | 7,425,363 | | | | 31,962,321 | |
Adjusted For: | | | | | | | | | | | | | | | | | | | | |
Depreciation | | | 5,322,918 | | | | 5,182,251 | | | | 4,451,210 | | | | 15,303,737 | | | | 13,248,400 | |
Gain on Sale of Assets | | | — | | | | — | | | | (581,734 | ) | | | — | | | | (581,734 | ) |
| | | | | | | | | | | | | | | | | | | | |
FFO | | | 5,112,339 | | | | 11,637,472 | | | | 12,876,782 | | | | 22,729,100 | | | | 44,628,987 | |
| | | | | |
AFFO | | | | | | | | | | | | | | | | | | | | |
FFO | | | 5,112,339 | | | | 11,637,472 | | | | 12,876,782 | | | | 22,729,100 | | | | 44,628,987 | |
Adjusted For: | | | | | | | | | | | | | | | | | | | | |
Deferred Rental Loss (Income) | | | 1,882,643 | | | | (1,462,068 | ) | | | (1,423,137 | ) | | | 1,586,497 | | | | (2,600,415 | ) |
Rental Income from Intangible Amortization | | | (320,038 | ) | | | (362,196 | ) | | | (1,055,615 | ) | | | (1,044,431 | ) | | | (3,318,913 | ) |
Amortization of Deferred Financing Fees | | | 667,406 | | | | 650,444 | | | | 194,324 | | | | 1,996,845 | | | | 472,914 | |
Loss on Debt Extinguishment (4) | | | — | | | | 663,505 | | | | 2,285,028 | | | | 3,806,513 | | | | 2,285,028 | |
Loss on Impairment (4) | | | 858,916 | | | | — | | | | 96,000 | | | | 858,916 | | | | 96,000 | |
Indemnity Payments (4) | | | 2,178,647 | | | | 143,719 | | | | 326,899 | | | | 2,322,366 | | | | 1,003,383 | |
Non-cash stock (unit)-based compensation | | | 517,630 | | | | 494,640 | | | | 142,101 | | | | 1,598,715 | | | | 345,101 | |
Change in Fair Value of Derivatives | | | — | | | | — | | | | (489,312 | ) | | | — | | | | (2,931,309 | ) |
| | | | | | | | | | | | | | | | | | | | |
AFFO | | | 10,897,543 | | | | 11,765,516 | | | | 12,953,070 | | | | 33,854,521 | | | | 39,980,776 | |
(4) See Footnote (3) above.
| | | | | | | | | | | | | | | | |
Balance Sheet Metrics | | At 9/30/2011 | | | | | | At 12/31/2010 | | | | |
Cash & Cash Equivalents | | | 6,264,886 | | | | | | | | 13,029,474 | | | | | |
Debt | | | | | % Total | | | | | | % Total | |
Secured—GE Mortgage Term Loan | | | 197,859,139 | | | | 37.7 | % | | | 402,794,111 | | | | 91.4 | % |
Secured—Other | | | 10,007,484 | | | | 1.9 | % | | | 37,781,805 | | | | 8.6 | % |
Revolver | | | 15,000,000 | | | | 2.9 | % | | | | | | | | |
Unsecured Notes | | | 302,620,185 | | | | 57.6 | % | | | — | | | | 0.0 | % |
| | | | | | | | | | | | | | | | |
Total Debt | | | 525,486,808 | | | | 100.0 | % | | | 440,575,916 | | | | 100.0 | % |
| | | | |
Total Assets—Book Value | | | 807,582,985 | | | | | | | | 731,400,219 | | | | | |
Total Undepreciated Book Value of Property | | | 807,461,147 | | | | | | | | 703,049,477 | | | | | |
| | | | |
Total Unencumbered Assets | | | 488,482,295 | | | | | | | | NA | | | | | |
Unencumbered Assets / Unsecured Debt | | | 162.8 | % | | | | | | | NA | | | | | |
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Portfolio Information
Note: For further information regarding the derivation of our portfolio information, please see the discussion under “Supplemental Information and Reconciliation of Financial Measures” on page 7.
Rent Concentration by Operator
| | | | | | | | |
Operator | | No. Properties | | | % Total Rents (1) | |
Evergreen Healthcare | | | 17 | | | | 13.1 | % |
Daybreak Partners, LLC | | | 32 | | | | 11.0 | % |
Sun Mar Healthcare | | | 13 | | | | 9.8 | % |
Saber Health Group | | | 17 | | | | 8.5 | % |
Convacare Mgmt. Inc. | | | 11 | | | | 8.1 | % |
All Others (27 Operators) | | | 112 | | | | 49.5 | % |
| | | | | | | | |
Total | | | 202 | | | | 100.0 | % |
(1) Total rent represents the rent under existing leases net of property dispositions for the 12 months ended September 30, 2011.
Rent Concentration by State
| | | | | | | | |
State | | No. Properties | | | % Total Rents (2) | |
California | | | 22 | | | | 17.9 | % |
Texas | | | 43 | | | | 15.1 | % |
Arkansas | | | 13 | | | | 8.5 | % |
Missouri | | | 15 | | | | 8.2 | % |
Washington | | | 12 | | | | 6.1 | % |
All Others (20 States) | | | 97 | | | | 44.2 | % |
| | | | | | | | |
Total | | | 202 | | | | 100.0 | % |
(2) Total rent represents the rent under existing leases net of property dispositions for the 12 months ended September 30, 2011.
Rent Coverage for 12 months ended June 30, 2011 (3)
| | | | |
EBITDAR | | | 1.4x | |
EBITDARM | | | 1.9x | |
(3) Based on properties operated by the same operator for the entire 12 month period.
Occupancy for 12 months ended June 30, 2011 (4)
(4) Based on beds available for use.
Quality Mix for 12 months ended June 30, 2011 (5)
(5) Based on total revenues from all payor sources excluding Medicaid revenues.
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