CHICAGO, Feb. 23, 2015 /PRNewswire/ -- Aviv REIT, Inc.
(NYSE: AVIV) today reported results for the fourth quarter and year
ended December 31, 2014. All per
share results are reported on a fully diluted basis.
Highlights
- On October 31, 2014, Aviv
announced that the Boards of Directors of Aviv and Omega Healthcare
Investors (NYSE:OHI) unanimously approved a definitive agreement
under which Omega will acquire all of the outstanding shares of
Aviv in a stock-for-stock merger.
- $340.1 million of acquisitions
- $33.1 million acquisition of
three SNFs at a blended initial cash yield of 9.1%
- $305.0 million single
transaction acquisition of 23 SNFs, four ALFs, one ILF an office
building at a blended initial cash yield of 8.5%
- $2.0 million acquisition of two
land parcels for the new construction of two ALF/ALZ
facilities
- Invested $17.5 million of
property reinvestment and new construction
- AFFO for the quarter ended December 31,
2014 of $31.3 million, or
$0.51 per share, a 24% per share
increase over Q4 2013
- AFFO for the year ended December 31,
2014 of $110 MM, or
$1.88 per share, an 11.2%
increase over full year 2013
- Adjusted EBITDA of $46.1 million,
a 38% increase over Q4 2013
Q1 2015 Highlights
- $4.5 million related to one SNF
acquisition at an initial cash yield of 9.0%
- On February 2, 2015, AVIV
announced that it has set the date of its special meeting of
stockholders to consider and vote on, among other things, a
proposal to approve its previously announced merger with Omega. The
special meeting will be held on Friday,
March 27, 2015, at 10:00 a.m. Eastern
time. Aviv stockholders of record as of the close of
business on February 12, 2015 will be
entitled to receive notice of and to participate at the special
meeting. Additional information about the special meeting is
included in the preliminary joint proxy statement/prospectus filed
by Omega with the Securities and Exchange Commission (the "SEC") on
January 5, 2015, as amended on
February 17, 2015, and the definitive
joint proxy statement/prospectus which is expected to be mailed to
stockholders of record after the related registration statement is
declared effective by the SEC. Completion of the transaction is
subject to satisfaction of customary closing conditions, including
the approval of stockholders of both companies. The transaction is
currently expected to close early in the second quarter of
2015.
Fourth Quarter 2014 Results
AFFO for the quarter ended December 31,
2014 was $31.3 million, or
$0.51 per share, compared to
$20.9 million, or $0.41 per share, for the quarter ended
December 31, 2013, an increase of 24%
per share. The growth in AFFO per share was driven primarily by the
Company's strong acquisition activity partially offset by the 9.2
million of additional shares of common stock issued during the
second quarter of 2014.
Adjusted EBITDA for the quarter ended December 31, 2014 was $46.1 million, compared to $33.5 million for the quarter ended December 31, 2013, an increase of 38%. Net income
for the quarter ended December 31,
2014 was $12.9 million, or
$0.21 per share, compared to
$11.0 million, or $0.22 per share, for the quarter ended
December 31, 2013.
Full Year 2014 Results
AFFO for the year ended December 31,
2014 was $109.6 million, or
$1.88 per share, compared to
$79.5 million, or $1.69 per share, for the year ended December 31, 2013, an increase of 11% per share.
The growth in AFFO per share was driven primarily by the Company's
strong acquisition activity.
Adjusted EBITDA for the year ended December 31, 2014 was $166.3 million, compared to $128.8 million for the year ended December 31, 2013, an increase of 29%. Net income
for the year ended December 31, 2014
was $44.9 million, or $0.77 per share, compared to $23.1 million, or $0.49 per share, for the year ended December 31, 2013.
Portfolio Update
Acquisitions:
During the fourth quarter, the Company completed three
transactions acquiring 34 properties in seven states with three
operators for $340.1 million,
comprised of the following:
- One SNF in Kentucky for
$4.6 million triple-net leased to
existing operator Diversicare at an initial annual cash yield of
10.0%, Diversicare is an operator of 52 facilities in nine states,
13 of which they lease from Aviv
- Two SNFs in Texas for
$28.5 million triple-net leased to
existing operator Fundamental at an initial annual cash yield of
9.0%, Fundamental is an operator of 77 facilities in eight states,
19 of which they lease from Aviv
- 28 properties consisting of 23 SNFs, four assisted livings
facilities, one independent living facility and one office building
for $305 million triple-net leased to
new Aviv operator Laurel Health Care at an initial annual cash
yield of 8.5%, Laurel is an operator of 42 facilities in five
states
- Two land parcels in Ohio for
the new construction of two separate ALF/Memory Care
facilities
For the year ended December 31,
2014, the Company has completed 19 transactions acquiring 69
properties in 15 states with 10 operators for $707 million at a blended initial annual cash
yield of 8.9%. The Company also invested $58.1 million through December 31, 2014 for property reinvestment and
new construction and acquired five land parcels for $11.9 million for planned new construction
projects.
During the first quarter of 2015, the Company completed one
transaction acquiring one SNF facility for $4.5 million.
Dispositions:
During the fourth quarter, the Company sold one SNF facility
recording a net GAAP loss of $0.6
million.
As of December 31, 2014, the
Company sold eight properties for $2.4
million recording $2.3 million
of impairments and a net GAAP loss of $2.5
million related to such sales. Five of the eight
properties were closed in conjunction with the operators agreeing
to continue to pay the Company 90% of the remaining contractual
rent owed of approximately $8.1
million under the cross-defaulted existing triple-net
lease.
Balance Sheet and Liquidity
As of December 31, 2014, the
Company had $10 million of cash and
$245 million of availability on its
$600 million unsecured credit
facility. As of today, the Company has $440 million outstanding under its credit
facility.
Dividends
On November 20, 2014, the Company
announced that its Board of Directors declared a dividend for the
fourth quarter of $0.36 per share.
The dividend was paid in cash on December
19, 2014 to stockholders of record on December 12, 2014.
Full Year 2015 AFFO Guidance
In light of the pending merger with Omega noted above, the
Company will not provide 2015 guidance.
Conference Call and Webcast Information
A conference call to review the fourth quarter 2014 earnings and
year end results will take place tomorrow, February 24, 2015 at 9:00
a.m. Central time / 10:00 a.m.
Eastern time. The dial-in number for the conference
call is (888) 278-8471 (U.S.) or (913) 312-0693 (International).
The participant passcode is 6933393. The conference call can also
be accessed via webcast at www.avivreit.com under the Investor
Relations tab. A replay of the call will be available for
approximately two weeks on the Company's website or by calling
(888) 203-1112, access code 6933393.
About Aviv
Aviv REIT, Inc., based in Chicago, is a real estate investment trust
that specializes in owning post-acute and long-term care SNFs and
other healthcare properties. Aviv is one of the largest owners of
SNFs in the United States and has
been in the business for over 30 years. As of today, the Company
owns 347 properties that are triple-net leased to 37 operators in
30 states.
For more information about the Company, please visit our website
at www.avivreit.com or contact:
Craig Bernfield, Chairman &
Chief Executive Officer, at 312-855-0930.
Forward-Looking Statements
The information presented herein includes forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933, as amended and Section 21E of the Securities Exchange Act
of 1934, as amended. Forward-looking statements provide our current
expectations or forecasts of future events. Forward-looking
statements include statements about our expectations, beliefs,
intentions, plans, objectives, goals, strategies, future events,
performance and underlying assumptions and other statements that
are not historical facts. Examples of forward-looking statements
include all statements regarding our expected future financial
position, results of operations, cash flows, liquidity, business
strategy, projected growth opportunities and potential acquisitions
and plans, objectives of management for future operations and
completion of the proposed merger transaction with Omega. You can
identify forward-looking statements by their use of forward-looking
words, such as "may," "will," "anticipate," "expect," "believe,"
"estimate," "intend," "plan," "should," "seek" or comparable terms,
or the negative use of those words, but the absence of these words
does not necessarily mean that a statement is not
forward-looking.
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. Important factors,
risks and uncertainties that could cause actual results to differ
materially from our expectations include those disclosed under Part
I, Item 1A, "Risk Factors" in our Annual Report on Form 10-K for
the year ended December 31, 2013,
Part II, Item 1A, "Risk Factors" in our Quarterly Report on Form
10-Q for the quarter ended March 31,
2014 and elsewhere in filings made by us with the Securities
and Exchange Commission (the "SEC"). These factors include, among
others: uncertainties relating to the operations of our operators,
including those relating to reimbursement by government and other
third-party payors, compliance with regulatory requirements and
occupancy levels; our ability to successfully engage in strategic
acquisitions and investments; competition in the acquisition and
ownership of healthcare properties; our ability to monitor our
portfolio; environmental liabilities associated with our
properties; our ability to re-lease or sell any of our properties;
the availability and cost of capital; changes in interest
rates; the amount and yield of any additional investments; changes
in tax laws and regulations affecting real estate investment trusts
(REITs); our ability to maintain our status as a REIT; the ability
of Aviv and Omega to close the proposed transaction; risks relating
to the integration of Aviv's operations and employees into Omega
and the possibility that the anticipated synergies and other
benefits of the proposed acquisition will not be realized or will
not be realized within the expected timeframe; the outcome of any
legal proceedings related to the proposed transaction; and other
factors identified in Aviv's and Omega's filings with the SEC.
There may be additional risks of which we are presently unaware
or that we currently deem immaterial. You are cautioned not to
place undue reliance on these forward-looking statements, which
speak only as of the date as of which such statements are made.
Forward-looking statements are not guarantees of future
performance. Except as required by law, we do not undertake any
responsibility to release publicly any revisions to these
forward-looking statements to take into account events or
circumstances that occur after the date as of which such statements
are made or to update you on the occurrence of any unanticipated
events which may cause actual results to differ from those
expressed or implied by the forward-looking statements contained
herein.
Additional Information about the Proposed Transaction and
Where to Find It
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any proxy, vote or approval. In connection with the proposed
transaction, Omega filed with the SEC a registration statement on
Form S-4 containing a preliminary joint proxy statement/prospectus.
The information in the preliminary joint proxy statement/prospectus
is not complete and may be changed. The definitive
joint proxy statement/prospectus will be mailed to stockholders of
Omega and Aviv after the registration statement is declared
effective by the SEC. INVESTORS ARE URGED TO READ THE JOINT
PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND
SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS TO BE FILED WITH
THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION.
Investors may obtain free copies of the registration statement,
the joint proxy statement/prospectus and other relevant documents
filed by Omega and Aviv with the SEC (if and when they become
available) through the website maintained by the SEC at
www.sec.gov. Copies of the documents filed by Omega with the SEC
will also be available free of charge on Omega's website at
www.omegahealthcare.com and copies of the documents filed by Aviv
with the SEC are available free of charge on Aviv's website at
www.avivreit.com.
Omega, Aviv and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from Omega's and Aviv's shareholders in respect of the
proposed transaction. Information regarding Omega's directors and
executive officers can be found in Omega's definitive proxy
statement filed with the SEC on April 29,
2014. Information regarding Aviv's directors and executive
officers can be found in Aviv's definitive proxy statement filed
with the SEC on April 15, 2014.
Additional information regarding the interests of such potential
participants will be included in the joint proxy
statement/prospectus and other relevant documents filed with the
SEC in connection with the proposed transaction if and when they
become available. These documents are available free of charge on
the SEC's website and from Omega and Aviv, as applicable, using the
sources indicated above.
|
Aviv REIT,
Inc.
|
|
Consolidated
Statements of Operations
|
|
(unaudited, in
thousands except share and per share data)
|
|
|
|
|
|
|
|
|
|
Three Months Ended
December 31,
|
|
Year ended December
31,
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
Revenues
|
|
|
|
|
|
|
|
|
Rental
income
|
$ 50,005
|
|
$ 37,307
|
|
$ 177,947
|
|
$ 136,513
|
|
Interest on loans and
financing lease
|
1,220
|
|
1,128
|
|
4,483
|
|
4,400
|
|
Interest and other
income
|
380
|
|
26
|
|
1,612
|
|
154
|
|
Total
revenues
|
51,605
|
|
38,461
|
|
184,042
|
|
141,067
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
Interest expense
incurred
|
13,191
|
|
11,186
|
|
49,680
|
|
40,785
|
|
Amortization of
deferred financing costs
|
998
|
|
943
|
|
3,942
|
|
3,459
|
|
Depreciation and
amortization
|
12,553
|
|
8,826
|
|
44,023
|
|
33,226
|
|
General and
administrative
|
7,079
|
|
5,737
|
|
24,039
|
|
26,886
|
|
Transaction
costs
|
4,788
|
|
1,208
|
|
8,601
|
|
3,114
|
|
Loss on
impairment
|
–
|
|
500
|
|
2,341
|
|
500
|
|
Reserve for
uncollectible loans and other receivables
|
14
|
|
12
|
|
3,523
|
|
68
|
|
Loss (gain) on sale
of assets, net
|
60
|
|
(990)
|
|
2,518
|
|
(1,016)
|
|
Loss on
extinguishment of debt
|
–
|
|
–
|
|
501
|
|
10,974
|
|
Total
expenses
|
38,683
|
|
27,422
|
|
139,168
|
|
117,996
|
|
Net income
|
12,922
|
|
11,039
|
|
44,874
|
|
23,071
|
|
Net income allocable
to noncontrolling interests - operating partnership
|
(2,398)
|
|
(4,269)
|
|
(9,082)
|
|
(6,010)
|
|
Net income allocable
to common stockholders
|
$ 10,524
|
|
$ 6,770
|
|
$ 35,792
|
|
$ 17,061
|
|
|
|
|
|
|
|
|
|
Earnings per
common share:
|
|
|
|
|
|
|
|
|
Basic:
|
|
|
|
|
|
|
|
|
Net income allocable
to common stockholders
|
$ 0.22
|
|
$ 0.22
|
|
$ 0.80
|
|
$ 0.51
|
|
Diluted:
|
|
|
|
|
|
|
|
|
Net income allocable
to common stockholders
|
$ 0.21
|
|
$ 0.22
|
|
$ 0.77
|
|
$ 0.49
|
|
|
|
|
|
|
|
|
|
Weighted average
common shares outstanding:
|
|
|
|
|
|
|
|
|
Basic
|
47,755,148
|
|
37,534,676
|
|
44,629,901
|
|
33,700,834
|
|
Diluted
|
61,373,736
|
|
50,950,662
|
|
58,166,924
|
|
44,324,214
|
|
|
|
|
|
|
|
|
|
Dividends declared
per common share
|
$ 0.36
|
|
$ 0.36
|
|
$ 1.44
|
|
$ 1.40
|
|
Aviv REIT,
Inc.
|
|
Reconciliations of
Net Income to EBITDA and Adjusted EBITDA1
|
|
(unaudited, in
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
December 31,
|
|
Year Ended December
31,
|
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
Net income
|
$ 12,922
|
|
$ 11,039
|
|
$ 44,874
|
|
$ 23,071
|
|
Interest expense,
net
|
13,191
|
|
11,186
|
|
49,680
|
|
40,784
|
|
Amortization of
deferred financing costs
|
998
|
|
943
|
|
3,942
|
|
3,459
|
|
Depreciation and
amortization
|
12,553
|
|
8,826
|
|
44,023
|
|
33,226
|
|
EBITDA
|
39,664
|
|
31,994
|
|
142,519
|
|
100,540
|
|
|
|
|
|
|
|
|
|
|
Loss on
impairment
|
-
|
|
500
|
|
2,341
|
|
500
|
|
Loss (gain) on sale
of assets, net
|
60
|
|
(990)
|
|
2,518
|
|
(1,016)
|
|
Transaction
costs
|
4,788
|
|
1,208
|
|
8,601
|
|
3,114
|
|
Write-off of
straight-line rents
|
170
|
|
-
|
|
1,549
|
|
2,887
|
|
Non-cash stock-based
compensation
|
1,258
|
|
823
|
|
4,861
|
|
11,752
|
|
Loss on
extinguishment of debt
|
-
|
|
-
|
|
501
|
|
10,974
|
|
Reserve for
uncollectible loan receivables
|
195
|
|
-
|
|
3,406
|
|
11
|
|
Adjusted
EBITDA
|
$ 46,135
|
|
$ 33,535
|
|
$ 166,296
|
|
$ 128,762
|
|
|
|
|
|
|
|
|
|
|
(1) See definitions
and footnotes on pages 17 and 18
|
|
|
|
|
|
|
|
|
|
|
Aviv REIT,
Inc.
|
|
Reconciliations of
Net Income to FFO, Normalized FFO and
AFFO1
|
|
(unaudited, in
thousands except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
December 31,
|
|
Year Ended December
31,
|
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
Net income
|
$ 12,922
|
|
$ 11,039
|
|
$ 44,874
|
|
$ 23,071
|
|
Depreciation and
amortization
|
12,553
|
|
8,826
|
|
44,023
|
|
33,226
|
|
Loss on
impairment
|
-
|
|
500
|
|
2,341
|
|
500
|
|
Loss (gain) on sale
of assets, net
|
60
|
|
(990)
|
|
2,518
|
|
(1,016)
|
|
FFO
|
25,535
|
|
19,375
|
|
93,756
|
|
55,781
|
|
|
|
|
|
|
|
|
|
|
Loss on
extinguishment of debt
|
-
|
|
-
|
|
501
|
|
10,974
|
|
Reserve for
uncollectible loan receivables
|
195
|
|
-
|
|
3,406
|
|
11
|
|
Severance
cost
|
-
|
|
276
|
|
-
|
|
276
|
|
Transaction
costs
|
4,788
|
|
1,208
|
|
8,601
|
|
3,114
|
|
Normalized
FFO
|
30,518
|
|
20,859
|
|
106,264
|
|
70,156
|
|
|
|
|
|
|
|
|
|
|
Amortization of
deferred financing costs
|
998
|
|
943
|
|
3,942
|
|
3,459
|
|
Non-cash stock-based
compensation
|
1,258
|
|
823
|
|
4,861
|
|
11,752
|
|
Straight-line rental
income, net
|
(1,368)
|
|
(1,480)
|
|
(4,788)
|
|
(4,478)
|
|
Rental income from
intangible amortization, net
|
(127)
|
|
(272)
|
|
(666)
|
|
(1,369)
|
|
AFFO
|
$ 31,279
|
|
$ 20,873
|
|
$ 109,613
|
|
$ 79,520
|
|
|
|
|
|
|
|
|
|
|
Weighted average
common shares and units outstanding, basic
|
58,637
|
|
49,210
|
|
55,958
|
|
45,573
|
|
Weighted average
common shares and units outstanding, diluted
|
61,374
|
|
50,951
|
|
58,167
|
|
47,104
|
|
|
|
|
|
|
|
|
|
|
AFFO per share and
unit, basic
|
$0.53
|
|
$0.42
|
|
$1.96
|
|
$1.74
|
|
AFFO per share and
unit, diluted
|
$0.51
|
|
$0.41
|
|
$1.88
|
|
$1.69
|
|
|
|
|
|
|
|
|
|
|
(1) See definitions
and footnotes on pages 17 and 18
|
|
Aviv REIT,
Inc.
|
|
Consolidated
Balance Sheets
|
|
(unaudited, in
thousands except share data)
|
|
|
|
|
|
December
31,
|
|
December
31,
|
|
2014
|
|
2013
|
|
Assets
|
|
|
|
|
Income producing
property
|
|
|
|
|
Land
|
$ 190,300
|
|
$ 138,150
|
|
Buildings and
improvements
|
1,845,992
|
|
1,138,173
|
|
Assets under direct
financing leases
|
11,291
|
|
11,175
|
|
2,047,583
|
|
1,287,498
|
|
Less accumulated
depreciation
|
(188,286)
|
|
(147,302)
|
|
Construction in
progress and land held for development
|
23,150
|
|
23,292
|
|
Net real
estate
|
1,882,447
|
|
1,163,488
|
|
Cash and cash
equivalents
|
10,036
|
|
50,764
|
|
Straight-line rent
receivable, net
|
45,368
|
|
40,580
|
|
Tenant receivables,
net
|
4,095
|
|
1,647
|
|
Deferred finance
costs, net
|
19,024
|
|
16,643
|
|
Loan receivables,
net
|
42,697
|
|
41,686
|
|
Other
assets
|
16,763
|
|
15,625
|
|
Total
assets
|
$ 2,020,430
|
|
$ 1,330,433
|
|
|
|
|
|
Liabilities and
equity
|
|
|
|
|
Secured
loans
|
$ 193,418
|
|
$ 13,654
|
|
Unsecured notes
payable
|
652,292
|
|
652,752
|
|
Line of
credit
|
355,000
|
|
20,000
|
|
Accrued interest
payable
|
15,126
|
|
15,284
|
|
Dividends and
distributions payable
|
-
|
|
17,694
|
|
Accounts payable and
accrued expenses
|
18,582
|
|
10,555
|
|
Tenant security and
escrow deposits
|
26,259
|
|
21,586
|
|
Other
liabilities
|
9,805
|
|
10,463
|
|
Total
liabilities
|
1,270,482
|
|
761,988
|
|
Equity:
|
|
|
|
|
Stockholders'
equity
|
|
|
|
|
Common stock (par
value $0.01; 48,425,224 and 37,593,910 shares issued and outstanding, as of December 31,
2014 and December 31, 2013,
respectively)
|
484
|
|
376
|
|
Additional
paid-in-capital
|
737,262
|
|
523,658
|
|
Accumulated
deficit
|
(119,039)
|
|
(89,742)
|
|
Total stockholders'
equity
|
618,707
|
|
434,292
|
|
Noncontrolling
interests - operating partnership
|
131,241
|
|
134,153
|
|
Total
equity
|
749,948
|
|
568,445
|
|
Total liabilities and
equity
|
$ 2,020,430
|
|
$ 1,330,433
|
|
Aviv REIT,
Inc.
|
|
Consolidated
Statements of Cash Flows
|
|
(unaudited, in
thousands)
|
|
|
|
|
Year Ended December
31
|
|
2014
|
2013
|
|
Operating
activities
|
|
|
|
Net income
|
$ 44,874
|
$ 23,071
|
|
Adjustments to
reconcile net income to net cash provided by operating activities:
|
|
|
|
Depreciation and
amortization
|
44,023
|
33,226
|
|
Amortization of
deferred financing costs
|
3,942
|
3,459
|
|
Accretion of debt
premium
|
(539)
|
(507)
|
|
Straight-line rental
income, net
|
(4,788)
|
(4,478)
|
|
Rental income from
intangible amortization, net
|
(666)
|
(1,369)
|
|
Non-cash stock-based
compensation
|
4,861
|
11,752
|
|
Loss (gain) on sale
of assets, net
|
2,518
|
(1,016)
|
|
Non-cash loss on
extinguishment of debt
|
494
|
5,161
|
|
Loss on
impairment
|
2,341
|
500
|
|
Reserve for
uncollectible secured loan and other receivables
|
3,523
|
68
|
|
Changes in assets and
liabilities:
|
|
|
|
Tenant
receivables
|
(2,577)
|
(3,511)
|
|
Other
assets
|
(1,356)
|
(5,229)
|
|
Accounts
payable and accrued expenses
|
2,880
|
3,949
|
|
Tenant
security deposits and other liabilities
|
5,079
|
2,277
|
|
Net cash provided by
operating activities
|
104,609
|
67,353
|
|
|
|
|
Investing
activities
|
|
|
|
Purchase of real
estate
|
(706,737)
|
(197,388)
|
|
Proceeds from sales
of real estate , net
|
2,277
|
15,549
|
|
Capital
improvements
|
(14,997)
|
(12,003)
|
|
Development
projects
|
(43,083)
|
(18,738)
|
|
Loan receivables
received from others
|
19,642
|
4,086
|
|
Loan receivables
funded to others
|
(24,376)
|
(10,407)
|
|
Net cash used in
investing activities
|
(767,274)
|
(218,901)
|
|
|
Aviv REIT,
Inc.
|
|
Consolidated
Statements of Cash Flows (continued)
|
|
(unaudited, in
thousands)
|
|
|
Year Ended December
31
|
|
2014
|
2013
|
|
Financing
activities
|
|
|
|
Borrowings of
debt
|
$668,000
|
$470,000
|
|
Repayment of
debt
|
(153,157)
|
(488,241)
|
|
Payment of financing
costs
|
(6,980)
|
(10,448)
|
|
Capital
contributions
|
60
|
575
|
|
Proceeds from
issuance of common stock
|
221,720
|
303,600
|
|
Cost of raising
capital
|
(10,558)
|
(25,829)
|
|
Shares issued for
settlement of vested stock and exercised stock options,
net
|
1,707
|
–
|
|
Cash distributions to
partners
|
(20,215)
|
(16,314)
|
|
Cash dividends to
stockholders
|
(78,640)
|
(48,907)
|
|
Net cash provided by
financing activities
|
621,937
|
184,436
|
|
Net (decrease)
increase in cash and cash equivalents
|
(40,728)
|
32,888
|
|
Cash and cash
equivalents:
|
|
|
|
Beginning of
year
|
50,764
|
17,876
|
|
End of
year
|
$ 10,036
|
$ 50,764
|
|
|
|
|
|
|
|
Supplemental cash
flow information
|
|
|
|
Cash paid for
interest
|
$ 50,972
|
$ 40,008
|
|
|
|
|
Supplemental
disclosure of noncash activity
|
|
|
|
Accrued dividends
payable to stockholders
|
$
–
|
$ 13,551
|
|
Accrued distributions
payable to partners
|
$
–
|
$ 4,143
|
|
Write-off of
straight-line rent receivable, net
|
$ 1,549
|
$ 2,887
|
|
Write-off of deferred
financing costs, net
|
$ 501
|
$ 5,161
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aviv REIT,
Inc.
|
|
Portfolio
Summary1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio
Composition
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Annualized
|
|
|
|
|
|
|
|
Property
|
|
Number
of
|
|
Square
|
|
Investment
|
|
Cash
|
|
% of
|
|
|
|
|
Property
Type
|
|
Count
|
|
Beds
|
|
Feet
|
|
(GBV)
|
|
Rent
|
|
Total Rent
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Skilled
Nursing
|
|
285
|
|
26,879
|
|
10,225
|
|
$ 1,661,828
|
|
$ 181,184
|
|
82.8%
|
|
|
|
|
Senior
Housing
|
|
37
|
|
2,555
|
|
1,677
|
|
291,877
|
|
29,971
|
|
13.7%
|
|
|
|
|
Other Healthcare
Properties
|
|
24
|
|
212
|
|
255
|
|
93,878
|
|
7,588
|
|
3.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
346
|
|
29,646
|
|
12,157
|
|
$ 2,047,583
|
|
$ 218,743
|
|
100.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio
Performance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDARM
|
|
EBITDAR
|
|
|
|
Facility Revenue
Mix
|
|
EBITDAR
|
|
|
Core
Portfolio
|
|
Coverage
|
|
Coverage
|
|
Occupancy
|
|
Private
Pay
|
|
Medicare
|
|
Medicaid
|
|
Margin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Skilled
Nursing
|
|
1.74x
|
|
1.35x
|
|
77.4%
|
|
21.3%
|
|
25.1%
|
|
53.6%
|
|
13.6%
|
|
|
Senior
Housing
|
|
1.22x
|
|
1.04x
|
|
77.0%
|
|
85.8%
|
|
4.2%
|
|
10.0%
|
|
23.2%
|
|
|
Other Healthcare
Properties
|
|
6.37x
|
|
5.70x
|
|
85.3%
|
|
89.4%
|
|
10.6%
|
|
0.0%
|
|
34.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
1.77x
|
|
1.39x
|
|
77.4%
|
|
26.0%
|
|
23.8%
|
|
50.2%
|
|
14.6%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
State
Diversification
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment
|
|
Annualized
Rent
|
|
|
|
|
|
|
|
|
State
|
|
Properties
|
|
(GBV)
|
|
$
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Texas
|
68
|
|
$ 316,453
|
|
$ 36,832
|
|
16.8%
|
|
|
|
|
|
|
|
|
Ohio
|
|
38
|
|
300,867
|
|
30,621
|
|
14.0%
|
|
|
|
|
|
|
|
|
California
|
|
39
|
|
182,752
|
|
21,046
|
|
9.6%
|
|
|
|
|
|
|
|
|
Connecticut
|
|
6
|
|
109,474
|
|
11,149
|
|
5.1%
|
|
|
|
|
|
|
|
|
Michigan
|
|
12
|
|
124,117
|
|
10,619
|
|
4.9%
|
|
|
|
|
|
|
|
|
Washington
|
|
15
|
|
122,335
|
|
10,566
|
|
4.8%
|
|
|
|
|
|
|
|
|
Massachusetts
|
|
10
|
|
88,205
|
|
9,901
|
|
4.5%
|
|
|
|
|
|
|
|
|
Pennsylvania
|
|
10
|
|
79,746
|
|
9,433
|
|
4.3%
|
|
|
|
|
|
|
|
|
Missouri
|
|
18
|
|
93,073
|
|
9,307
|
|
4.3%
|
|
|
|
|
|
|
|
|
Kentucky
|
|
11
|
|
64,658
|
|
7,005
|
|
3.2%
|
|
|
|
|
|
|
|
|
Other
States
|
|
119
|
|
565,903
|
|
62,264
|
|
28.5%
|
|
|
|
|
|
|
|
|
|
346
|
|
$ 2,047,583
|
|
$ 218,743
|
|
100.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operator
Diversification
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Properties
|
|
Investment
|
|
Annualized
Rent
|
|
|
|
|
|
|
Operator
(Location)
|
|
Aviv
|
|
Total
|
|
(GBV)
|
|
$
|
|
%
|
|
States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Laurel Health Care
Company
|
|
29
|
|
42
|
|
$ 304,493
|
|
$ 26,376
|
|
12.1%
|
|
5
|
|
|
|
|
Daybreak (Denton,
TX)
|
|
50
|
|
69
|
|
165,122
|
|
21,949
|
|
10.0%
|
|
2
|
|
|
|
|
Saber (Bedford
Heights, OH)
|
|
30
|
|
79
|
|
186,043
|
|
21,538
|
|
9.8%
|
|
6
|
|
|
|
|
EmpRes (Vancouver,
WA)
|
|
23
|
|
49
|
|
196,267
|
|
20,348
|
|
9.3%
|
|
6
|
|
|
|
|
Maplewood (Westport,
CT)
|
|
14
|
|
14
|
|
203,024
|
|
18,768
|
|
8.6%
|
|
3
|
|
|
|
|
Fundamental (Sparks,
MD)
|
|
19
|
|
75
|
|
177,289
|
|
16,902
|
|
7.7%
|
|
8
|
|
|
|
|
Preferred Care
(Plano, TX)
|
|
17
|
|
111
|
|
68,982
|
|
10,761
|
|
4.9%
|
|
12
|
|
|
|
|
Diversicare
(Brentwood, TN)
|
|
13
|
|
52
|
|
95,139
|
|
9,554
|
|
4.4%
|
|
9
|
|
|
|
|
Sun Mar (Brea,
CA)
|
|
13
|
|
25
|
|
71,144
|
|
9,167
|
|
4.2%
|
|
2
|
|
|
|
|
Providence (National
City, CA)
|
10
|
|
13
|
|
48,350
|
|
5,258
|
|
2.4%
|
|
5
|
|
|
|
|
Other 28
Operators
|
|
128
|
|
402
|
|
531,731
|
|
58,122
|
|
26.6%
|
|
|
|
|
|
|
|
346
|
|
931
|
|
$2,047,583
|
|
$ 218,743
|
|
100.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Dollars and
square feet in thousands. Data as of December 31, 2014.
Coverage, occupancy, margin and revenue mix information is provided
on a trailing twelve month basis through September 30, 2014.
Annualized cash rent for leases in place as of December 31, 2014
and includes income from a deferred financing lease.
|
|
|
Totals may not add
due to rounding.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aviv REIT,
Inc.
|
|
Portfolio
Summary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
State
Occupancy1
|
|
|
|
|
|
|
|
|
|
|
|
|
Aviv
|
|
State
|
|
|
|
|
|
|
|
State
|
|
Occupancy
|
|
Average
|
|
Variance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Texas
|
|
71.5%
|
|
70.8%
|
|
0.7%
|
|
|
|
|
|
Ohio
|
|
75.5%
|
|
84.3%
|
|
(8.8%)
|
|
|
|
|
|
California
|
|
91.5%
|
|
85.5%
|
|
6.0%
|
|
|
|
|
|
Connecticut
|
|
70.9%
|
|
87.7%
|
|
N/A
|
|
|
|
|
|
Michigan
|
|
94.8%
|
|
85.0%
|
|
9.8%
|
|
|
|
|
|
Washington
|
|
84.6%
|
|
80.4%
|
|
4.2%
|
|
|
|
|
|
Massachusetts
|
|
79.5%
|
|
87.0%
|
|
(7.5%)
|
|
|
|
|
|
Pennsylvania
|
|
86.1%
|
|
90.4%
|
|
(4.3%)
|
|
|
|
|
|
Missouri
|
|
70.9%
|
|
72.3%
|
|
(1.4%)
|
|
|
|
|
|
Kentucky
|
|
84.0%
|
|
87.8%
|
|
(3.8%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease Maturity
Schedule2
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
% of
|
|
|
|
|
|
|
|
Year
|
|
Properties
|
|
Total Rent
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015
|
|
4
|
|
1.0%
|
|
|
|
|
|
|
|
2016
|
|
3
|
|
1.2%
|
|
|
|
|
|
|
|
2017
|
|
11
|
|
2.8%
|
|
|
|
|
|
|
|
2018
|
|
29
|
|
8.3%
|
|
|
|
|
|
|
|
2019
|
|
4
|
|
1.1%
|
|
|
|
|
|
|
|
Thereafter
|
|
291
|
|
85.6%
|
|
|
|
|
|
|
|
Total
|
|
342
|
|
100.0%
|
|
|
|
|
|
|
|
|
|
|
|
(1) Occupancy
information as of September 30, 2014. State occupancy represents
nursing facility occupancies per American Health Care
Association.
|
|
|
|
|
Aviv only has assisted
living properties in Connecticut.
|
|
(2) Excludes five
development properties with rent start dates in the future and one
office building with two leases.
|
|
Aviv REIT,
Inc.
|
|
Portfolio Summary
as of December 31, 2014
|
|
Information for
the trailing twelve month period ended September 30,
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aviv REIT,
Inc.
|
|
Investment
Activity as of December 31, 2014
|
|
|
(in
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014 Property
Reinvestment and New Construction
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property
|
|
New
|
|
|
|
|
|
|
|
|
|
|
|
|
Period
|
|
Reinvestment
|
|
Construction
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fourth
quarter
|
|
$ 4,704
|
|
$ 12,767
|
|
$ 17,471
|
|
|
|
|
|
|
|
|
|
|
Third
quarter
|
|
5,027
|
|
19,597
|
|
24,624
|
|
|
|
|
|
|
|
|
|
|
Second
quarter
|
|
3,422
|
|
5,023
|
|
8,445
|
|
|
|
|
|
|
|
|
|
|
First
quarter
|
|
1,844
|
|
5,696
|
|
7,540
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 58,080
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New Construction
Projects
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected
|
|
Construction
in
|
|
Remaining
|
|
Total
|
|
|
|
|
|
Property
|
|
|
|
Opening
|
|
Progress
at
|
|
Costs to
|
|
Expected
|
|
Expected
|
|
|
Operator -
Location
|
|
Type
|
|
Beds
|
|
Date
|
|
12/31/2014
|
|
be Spent
|
|
Cost
|
|
Yield
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Care Meridian -
numerous locations
|
|
-
|
|
-
|
|
-
|
|
807
|
|
2,929
|
|
3,736
|
|
9.5%
|
|
|
Property reinvestment
- numerous locations
|
-
|
|
-
|
|
-
|
|
3,759
|
|
8,425
|
|
12,184
|
|
-
|
|
|
Land held for
development
|
|
-
|
|
-
|
|
-
|
|
18,584
|
|
−
|
|
18,584
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
$
23,150
|
|
$ 11,354
|
|
$ 34,504
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014
Acquisitions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial
|
|
|
|
|
Period
|
|
Property
Type
|
|
Location
|
|
Beds
|
|
Amount
|
|
Cash Yield
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fourth
quarter
|
|
SNF, ALF,
ILF
|
|
7 states
|
|
3,211
|
|
338,100
|
|
8.5%
|
|
|
|
|
Third
quarter
|
|
SNF, ALF
|
|
2 states
|
|
1,420
|
|
$ 181,800
|
|
8.7%
|
|
|
|
|
Second
quarter
|
|
SNF
|
|
4 states
|
|
1,110
|
|
82,650
|
|
9.8%
|
|
|
|
|
First
quarter
|
|
SNF, ALF,
ILF
|
|
4 states
|
|
1,497
|
|
104,420
|
|
10.0%
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
7,238
|
|
$ 706,970
|
(1)
|
8.9%
|
|
|
|
|
|
(1) Excludes
$16.4 million paid for five land parcels and entitlements for the
construction of two ALFs and a 50-unit expansion to an existing
ALF.
|
|
|
|
|
|
|
|
|
|
|
|
|
Aviv REIT,
Inc.
|
|
Debt Summary and
Capitalization as of December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt
Maturities
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior
Unsecured
|
|
|
|
Mortgage
|
|
|
|
Total
|
|
Year
|
|
Notes
|
|
Line of
Credit
|
|
Debt (1)
|
|
GE Debt
|
|
Debt
|
|
|
|
|
|
|
|
|
|
|
|
|
2015
|
|
$
-
|
|
$
-
|
|
$
165
|
|
$
-
|
|
$ 165
|
|
2016
|
|
-
|
|
-
|
|
174
|
|
-
|
|
174
|
|
2017
|
|
-
|
|
-
|
|
183
|
|
2,021
|
|
2,204
|
|
2018
|
|
-
|
|
355,000
|
|
192
|
|
2,335
|
|
357,527
|
|
2019
|
|
400,000
|
|
-
|
|
202
|
|
175,644
|
|
575,846
|
|
Thereafter
|
|
250,000
|
|
-
|
|
10,165
|
|
-
|
|
260,165
|
|
Subtotal
|
|
650,000
|
|
355,000
|
|
11,081
|
|
180,000
|
|
1,196,081
|
|
(Discounts) and
premiums, net
|
|
2,292
|
|
-
|
|
2,337
|
|
-
|
|
4,629
|
|
Total debt
|
|
$ 652,292
|
|
$ 355,000
|
|
$ 13,418
|
|
$ 180,000
|
|
$ 1,200,710
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average
interest rate
|
|
|
|
|
|
|
|
|
|
5.1%
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average
maturity in years
|
|
|
|
|
|
|
|
|
|
4.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed and Floating
Rate Debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount
|
|
% of Total
|
|
|
|
|
|
|
|
Fixed rate
debt
|
|
|
|
|
|
|
|
|
|
|
|
Senior unsecured
notes
|
|
$ 652,292
|
|
54.3%
|
|
|
|
|
|
|
|
Mortgage
debt
|
|
13,418
|
|
1.1%
|
|
|
|
|
|
|
|
Total fixed rate
debt
|
|
665,710
|
|
55.4%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Floating rate
debt
|
|
|
|
|
|
|
|
|
|
|
|
Revolver
|
|
355,000
|
|
29.6%
|
|
|
|
|
|
|
|
GE
debt
|
|
180,000
|
|
15.0%
|
|
|
|
|
|
|
|
Total floating rate
debt
|
|
535,000
|
|
44.6%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total debt
|
|
$1,200,710
|
|
100.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Covenants for
Senior Unsecured Notes (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Covenant
|
|
Requirement
|
|
Q4 2014
|
|
Q4 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total debt / total
assets
|
|
No greater than
60%
|
54%
|
|
46%
|
|
|
|
|
|
Secured debt / total
assets
|
|
No greater than
40%
|
9%
|
|
2%
|
|
|
|
|
|
Interest
coverage
|
|
No less than
2.00x
|
3.30x
|
|
3.16x
|
|
|
|
|
|
Unencumbered assets /
unsecured debt
|
|
No less than
150%
|
181%
|
|
185%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Market
Capitalization
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares/units
|
|
12/31/2014
|
|
|
|
|
|
|
|
|
Outstanding
|
|
Closing
Price
|
|
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock and OP
units
|
|
58,729
|
|
$34.48
|
|
$ 2,024,976
|
|
|
|
|
|
Total debt
|
|
|
|
|
|
1,200,710
|
|
|
|
|
|
Total market
capitalization
|
|
|
|
|
|
$ 3,225,686
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollars and
shares/units in thousands
|
|
|
|
|
|
|
|
|
|
|
|
(1) Mortgage
debt was paid in full in January 2015.
|
|
|
|
|
|
|
|
|
|
|
(2) Covenants
are calculated in accordance with the indenture governing the
senior unsecured notes.
|
|
|
|
|
|
Aviv REIT,
Inc.
|
|
Common Share and
OP Unit
|
|
Weighted Average
Amounts Outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
YTD
|
|
YTD
|
|
|
|
|
|
|
Q4
2014
|
|
Q4
2013
|
|
Q4
2014
|
|
Q4
2013
|
|
Weighted Average
Amounts Outstanding for EPS Purposes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares -
basic
|
|
|
|
47,755,148
|
|
37,534,676
|
|
44,629,901
|
|
33,700,834
|
|
Effect of dilutive
securities:
|
|
|
|
|
|
|
|
|
|
|
|
OP units
|
|
|
|
|
10,881,474
|
|
11,675,517
|
|
11,328,049
|
|
9,091,974
|
|
Stock
options
|
|
|
|
|
2,581,412
|
|
1,696,726
|
|
2,136,040
|
|
1,518,813
|
|
Restricted stock
units
|
|
|
|
155,702
|
|
43,714
|
|
72,934
|
|
12,568
|
|
Total common shares -
diluted
|
|
|
|
61,373,736
|
|
50,950,633
|
|
58,166,924
|
|
44,324,189
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average
Amounts Outstanding for FFO,
|
|
|
|
|
|
|
|
|
Normalized FFO and
AFFO Purposes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares -
basic
|
|
|
|
47,755,148
|
|
37,534,676
|
|
44,629,901
|
|
33,700,834
|
|
OP units
|
|
|
|
|
|
10,881,474
|
|
11,675,517
|
|
11,328,049
|
|
11,872,154
|
|
Total common shares
and OP units
|
|
|
58,636,622
|
|
49,210,193
|
|
55,957,950
|
|
45,572,988
|
|
Effect of dilutive
securities:
|
|
|
|
|
|
|
|
|
|
|
|
Stock
options
|
|
|
|
|
2,581,412
|
|
1,696,726
|
|
2,136,040
|
|
1,518,813
|
|
Restricted stock
units
|
|
|
|
155,702
|
|
43,714
|
|
72,934
|
|
12,568
|
|
Total common shares
and units - diluted
|
|
|
61,373,736
|
|
50,950,633
|
|
58,166,924
|
|
47,104,369
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period Ending
Amounts Outstanding:
|
|
|
|
|
|
|
|
|
|
|
Common shares
(includes restricted stock)
|
|
|
48,456,724
|
|
37,641,160
|
|
|
|
|
|
OP units
|
|
|
|
|
|
10,272,374
|
|
11,616,283
|
|
|
|
|
|
Total common shares
and units
|
|
|
|
58,729,098
|
|
49,257,443
|
|
|
|
|
Aviv REIT, Inc.
Definitions and Footnotes
EBITDARM Coverage: Represents EBITDARM, which the
Company defines as earnings before interest, taxes, depreciation,
amortization, rent expense and management fees allocated by the
operator to one of its affiliates, of our operators for the
applicable period, divided by the rent paid to the Company by its
operators during each period.
EBITDAR Coverage: Represents EBITDAR, which the
Company defines as earnings before interest, taxes, depreciation,
amortization and rent expense, of its operators for the applicable
period, divided by the rent paid to Aviv by its operators during
such period. Assumes a management fee of 4%.
EBITDAR Margin: Represents the operator's EBITDAR
for the applicable period divided by the operator's total revenue
for the applicable period.
Enterprise Value: Represents equity market
capitalization plus net debt. Equity market capitalization is
calculated as the number of shares of common stock and units
multiplied by the closing price of the Company's common stock on
the last day of the period presented. Net debt represents
total debt less cash and cash equivalents.
Portfolio Occupancy: Represents the average daily
number of beds at the Company's properties that are occupied during
the applicable period divided by the total number of beds at the
Company's properties that are available for use during the
applicable period.
Property Type: ALF = assisted living facility;
LTACH = long-term acute care hospital; MOB = medical office
building; TBI = traumatic brain injury facility; SNF = skilled
nursing facility
State Average Occupancy: Represents the Nursing
Facility State Occupancy Rate as reported by American Health Care
Association (AHCA). AHCA occupancy data is calculated by dividing
the sum of all facility patients in the state occupying certified
beds by the sum of all the certified beds in the state reported at
the time of the survey corresponding to the period presented. Aviv
occupancy represents the state occupancy for the entire
portfolio.
Yield: Represents annualized contractual or
projected income to be received in cash divided by investment
amount.
Portfolio metrics and other statistics are not derived from
Aviv's financial statements but are operating statistics that the
Company derives from reports that it receives from its operators
pursuant to Aviv's triple-net leases. As a result, the Company's
portfolio metrics typically lag its own financial statements by
approximately one quarter. In order to determine Aviv's portfolio
metrics for the period presented, the metrics are stated only with
respect to properties owned by the Company and operated by the same
operator for the portion of the period Aviv owned the properties
and exclude assets held for sale, closed properties, properties
under construction and, with certain exceptions for shorter
periods, properties within 24 months of completion of construction.
Accordingly, EBITDARM coverage, EBITDAR coverage, EBITDAR margin,
portfolio occupancy and quality mix for the twelve months ended
September 30, 2014 included 289 core
properties of the 313 properties in the Company's portfolio as of
September 30, 2014.
When Aviv refers to the "total rent" of its portfolio,
the Company is referring to the total monthly rent due under all of
its triple-net leases as of the date specified, calculated based on
the first full month following the specified date. Aviv
calculates "annualized rent" for properties during a period
by utilizing the amount of rent under contract as of the last day
of the period and assume that amount of rent was received in
respect of such property throughout the entire period.
Non-GAAP Financial Measures
In addition to the results of operations presented in this release,
we use financial measures in this release that are derived on the
basis of methodologies other than in accordance with United States generally accepted accounting
principles (GAAP). We derive these non-GAAP measures as
follows:
- FFO is defined by the National Association of Real Estate
Investment Trusts, or NAREIT, as net income (computed in accordance
with GAAP), excluding gains and losses from sales of property (net)
and impairments of depreciated real estate, 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 amortization, loss on impairment, and loss
(gain) on sale of assets (net).
- Normalized FFO represents FFO before loss on extinguishment of
debt, reserve for uncollectible loan receivables, transaction costs
and severance costs.
- AFFO represents Normalized FFO before amortization of deferred
financing costs, non-cash stock-based compensation, straight-line
rental income (net) and rental income from intangible amortization
(net).
- EBITDA represents net income before interest expense (net),
amortization of deferred financing costs and depreciation and
amortization.
- Adjusted EBITDA represents EBITDA before loss on impairment,
loss (gain) on sale of assets (net), transaction costs, write-off
of straight-line rents, non-cash stock-based compensation, loss on
extinguishment of debt and reserve for uncollectible loan
receivables.
Aviv REIT, Inc.
Definitions and Footnotes
Our management uses FFO, Normalized FFO, AFFO, 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, Normalized FFO and AFFO exclude depreciation and amortization
unique to real estate, impairment, 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 REITs, reflect the impact to operations from
trends in occupancy rates, rental rates, operating costs,
development activities and, with respect to FFO, Normalized FFO and
AFFO, interest costs, in each case providing perspective not
immediately apparent from net income. In addition, we believe that
FFO, Normalized FFO, AFFO, 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, cash flows
provided by operating activities or revenues.
Note: This earnings release and the related
supplemental information contain certain non-GAAP financial
measures that we believe are helpful in understanding our business,
as further discussed herein. These financial measures, which
include Funds From Operations, Normalized Funds From Operations,
AFFO, EBITDA and Adjusted EBITDA, should not be considered as an
alternative to net income, earnings per share or any other GAAP
measurement of performance or as an alternative to cash flows from
operating, investing or financing activities. Furthermore, these
non-GAAP financial measures are not intended to be a measure of
cash flow or liquidity. Information included in this supplemental
package is unaudited. For a reconciliation of each such non-GAAP
financial measure to the most directly comparable GAAP financial
measure, please see Reconciliations tables.
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SOURCE Aviv REIT, Inc.