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Click here for 3Q08 Supplemental Information.
TOLEDO, Ohio--(BUSINESS WIRE)--Nov. 3, 2008--Health Care REIT, Inc. (NYSE:HCN) today announced operating results for the company's third quarter ended September 30, 2008.
"We continued our strong earnings performance for 2008 with 9% FFO growth in the third quarter," commented George L. Chapman, chief executive officer of Health Care REIT, Inc. "Our liquidity has been significantly enhanced by our September equity offering which generated $370 million of net proceeds and our October property sales to Emeritus which raised an additional $77 million. As a result, we have nearly $925 million in cash and available credit, which is sufficient to fund our development commitments and $60 million in debt maturities through the end of 2010. Our disciplined approach to relationship investing allows us to prudently allocate capital to the most attractive opportunities."
Recent Highlights
-- Achieved 3Q08 normalized FFO of $0.86 per share, up 9%
-- Achieved 3Q08 normalized FAD of $0.80 per share, up 7%
-- Increasing 2008 normalized FFO outlook to a range of $3.34-$3.39 from $3.33-$3.39 per share
-- Increasing 2008 normalized FAD outlook to a range of $3.10-$3.15 from $3.08-$3.14 per share
-- Completed 3Q08 net new investments totaling $331.7 million
-- Issued 8.05 million shares of common stock, generating $369.7 million in net proceeds in September
Key Performance Indicators.
3Q08 3Q07 Change 2008 2007 Change
----------------------------------------------------------------------
Net income available to
common stockholders
(NICS) per diluted share $0.57 $0.30 90% $2.65 $0.94 182%
----------------------------------------------------------------------
Normalized FFO per diluted
share $0.86 $0.79 9% $2.53 $2.32 9%
----------------------------------------------------------------------
Normalized FAD per diluted
share $0.80 $0.75 7% $2.38 $2.18 9%
----------------------------------------------------------------------
Dividends per common share
(1) $0.68 $0.66 3% $2.02 $1.96 3%
----------------------------------------------------------------------
Normalized FFO Payout Ratio 79% 84% 80% 84%
----------------------------------------------------------------------
Normalized FAD Payout Ratio 85% 88% 85% 90%
----------------------------------------------------------------------
(1) The $0.3409 prorated dividend paid on December 28, 2006 in
connection with the Windrose merger has been included in 2007.
3Q08 Earnings. The following table summarizes certain items impacting NICS, FFO and FAD:
NICS FFO
------------------ ------------------
3Q08 3Q07 Change 3Q08 3Q07 Change
----------------------------------------------------------------------
Per diluted share $0.57 $0.30 90% $0.87 $0.79 10%
----------------------------------------------------------------------
Includes impact of:
----------------------------------------------------------------------
Gain (loss) on sales of real
property (1) $0.13 $0.01
----------------------------------------------------------------------
Debt extinguishment gain (2) $0.01 $0.01
----------------------------------------------------------------------
Prepaid/ straight-line rent
cash receipts (3)
----------------------------------------------------------------------
Per diluted share - normalized
(a) $0.86 $0.79 9%
----------------------------------------------------------------------
FAD
------------------
3Q08 3Q07 Change
----------------------------------------------------------------------
Per diluted share $0.86 $0.82 5%
----------------------------------------------------------------------
Includes impact of:
----------------------------------------------------------------------
Gain (loss) on sales of real property (1)
----------------------------------------------------------------------
Debt extinguishment gain (2) $0.01
----------------------------------------------------------------------
Prepaid/ straight-line rent cash receipts (3) $0.05 $0.07
----------------------------------------------------------------------
Per diluted share - normalized (a) $0.80 $0.75 7%
----------------------------------------------------------------------
(a) Amounts may not sum due to rounding
(1) $12,619,000 and $766,000 of gains in 3Q08 and 3Q07,
respectively.
(2) $768,000 of debt extinguishment gains in 3Q08.
(3) $4,781,000 and $5,881,000 of receipts in 3Q08 and 3Q07,
respectively.
2008 Year-To-Date Earnings. The following table summarizes certain items impacting NICS, FFO and FAD:
NICS FFO
--------------------- ---------------------
2008 2007 Change 2008 2007 Change
----------------------------------------------------------------------
Per diluted share $2.65 $ 0.94 182% $2.54 $ 2.30 10%
----------------------------------------------------------------------
Includes impact of:
----------------------------------------------------------------------
Gain (loss) on sales
of real property (1) $1.44 $ 0.04
----------------------------------------------------------------------
One-time acquisition
finders' fees (2) ($0.02) ($0.02)
----------------------------------------------------------------------
Debt extinguishment
gain (3) $0.02 $0.02
----------------------------------------------------------------------
Cash receipts -
prepaid/straight-line
rent (4)
----------------------------------------------------------------------
Per diluted share -
normalized (a) $2.53 $ 2.32 9%
----------------------------------------------------------------------
FAD
---------------------
2008 2007 Change
----------------------------------------------------------------------
Per diluted share $2.56 $ 2.29 12%
----------------------------------------------------------------------
Includes impact of:
----------------------------------------------------------------------
Gain (loss) on sales of real property (1)
----------------------------------------------------------------------
One-time acquisition finders' fees (2) ($0.02)
----------------------------------------------------------------------
Debt extinguishment gain (3) $0.02
----------------------------------------------------------------------
Cash receipts - prepaid/straight-line rent
(4) $0.17 $ 0.14
----------------------------------------------------------------------
Per diluted share - normalized (a) $2.38 $ 2.18 9%
----------------------------------------------------------------------
(a) Amounts may not sum due to rounding
(1) $130,813,000 and $2,775,000 of gains in 2008 and 2007,
respectively.
(2) $1,750,000 of one-time acquisition finders' fees in 2007.
(3) $2,094,000 of debt extinguishment gains in 2008.
(4) $15,679,000 and $10,791,000 of receipts in 2008 and 2007,
respectively.
Dividends for Third Quarter 2008. As previously announced, the Board of Directors declared a dividend for the quarter ended September 30, 2008 of $0.68 per share, as compared to $0.66 per share for the same period in 2007. The dividend will be paid on November 20, 2008 and will be the company's 150th consecutive quarterly dividend payment.
Outlook for 2008. The company is revising its investment guidance for 2008 to $1.2 billion from a range of $1.1 billion to $1.4 billion, including acquisitions of $600 million and development funding of $600 million. Net investment guidance has been revised to $950 million from a range of $700 million to $1.1 billion, including dispositions of $250 million.
The company is increasing its 2008 earnings guidance for normalized FFO to a range of $3.34 to $3.39 per diluted share from $3.33 to $3.39 per diluted share, normalized FAD to a range of $3.10 to $3.15 per diluted share from $3.08 to $3.14 per diluted share and net income available to common stockholders to a range of $3.03 to $3.08 per diluted share from $2.83 to $2.89 per diluted share.
The company's guidance excludes any impairments, unanticipated additions to the loan loss reserve or other additional one-time items, including any additional cash payments other than normal monthly rental payments. Please see the exhibits for a reconciliation of the outlook for net income available to common stockholders to FFO and FAD.
Conference Call Information. The company has scheduled a conference call on Tuesday, November 4, 2008 at 10:00 a.m. Eastern Time to discuss its third quarter 2008 results, industry trends, portfolio performance and outlook for 2008. Telephone access will be available by dialing 800-218-9073 or 303-262-2130 (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 November 18, 2008. To access the rebroadcast, dial 800-405-2236 or 303-590-3000 (international). The conference ID number is 11120871. To participate in the webcast, log on to www.hcreit.com or www.earnings.com 15 minutes before the call to download the necessary software. Replays will be available for 90 days through the same websites. This earnings release is posted on the company's website under the heading News & Events.
Supplemental Reporting Measures. The company believes that net income available to common stockholders (NICS), as defined by U.S. generally accepted accounting principles (U.S. GAAP), is the most appropriate earnings measurement. However, the company considers funds from operations (FFO) and funds available for distribution (FAD) to be useful supplemental measures of its operating performance. Historical cost accounting for real estate assets in accordance with U.S. GAAP implicitly assumes that the value of real estate assets diminishes predictably over time as evidenced by the provision for depreciation. However, since real estate values have historically risen or fallen with market conditions, many industry investors and analysts have considered presentations of operating results for real estate companies that use historical cost accounting to be insufficient. In response, the National Association of Real Estate Investment Trusts (NAREIT) created FFO as a supplemental measure of operating performance for REITs that excludes historical cost depreciation from net income. FFO, as defined by NAREIT, means net income, computed in accordance with U.S. GAAP, excluding gains (or losses) from sales of real estate, plus real estate depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Normalized FFO represents FFO adjusted for unusual and non-recurring items. FAD represents FFO excluding net straight-line rental adjustments, rental income related to above/below market leases and amortization of deferred loan expenses and less cash used to fund capital expenditures, tenant improvements and lease commissions. Normalized FAD represents FAD excluding prepaid/straight-line rent cash receipts and adjusted for unusual and non-recurring items.
The company's supplemental reporting measures are financial measures that are widely used by investors, equity and debt analysts and rating agencies in the valuation, comparison, rating and investment recommendations of companies. The company's management uses these financial measures to facilitate internal and external comparisons to historical operating results and in making operating decisions. Additionally, they are utilized by the Board of Directors to evaluate management. The supplemental reporting measures do not represent net income or cash flow provided from operating activities as determined in accordance with U.S. GAAP and should not be considered as alternative measures of profitability or liquidity. Finally, the supplemental reporting measures, as defined by the company, may not be comparable to similarly entitled items reported by other real estate investment trusts or other companies. Please see the exhibits for reconciliations of the supplemental reporting measures.
About Health Care REIT. Health Care REIT, Inc., with headquarters in Toledo, Ohio, is a real estate investment trust that invests across the full spectrum of senior housing and health care real estate. The company also provides an extensive array of property management and development services. As of September 30, 2008, the company's broadly diversified portfolio consisted of 641 properties in 39 states. More information is available on the Internet at www.hcreit.com.
This document may contain "forward-looking" statements as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements concern and are based upon, among other things, the possible expansion of the company's portfolio; the sale of properties; the performance of its operators and properties; its occupancy rates; its ability to acquire or develop properties; its ability to manage properties; its ability to enter into agreements with viable new tenants for vacant space or for properties that the company takes back from financially troubled tenants, if any; its ability to make distributions; its policies and plans regarding investments, financings and other matters; its tax status as a real estate investment trust; its ability to appropriately balance the use of debt and equity; its ability to access capital markets or other sources of funds; its critical accounting policies; and its ability to meet its earnings guidance. When the company uses words such as "may," "will," "intend," "should," "believe," "expect," "anticipate," "project," "estimate" or similar expressions, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties. The company's expected results may not be achieved, and actual results may differ materially from expectations. This may be a result of various factors, including, but not limited to: the status of the economy; the status of capital markets, including availability and cost of capital; issues facing the health care industry, including compliance with, and changes to, regulations and payment policies; operators'/tenants' difficulty in cost-effectively obtaining and maintaining adequate liability and other insurance; changes in financing terms; competition within the health care and senior housing industries; negative developments in the operating results or financial condition of operators/tenants, including, but not limited to, their ability to pay rent and repay loans; the company's ability to transition or sell facilities with profitable results; the failure to make new investments as and when anticipated; the failure of closings to occur as and when anticipated; acts of God affecting the company's properties; the company's ability to re-lease space at similar rates as vacancies occur; the company's ability to timely reinvest sale proceeds at similar rates to assets sold; operator/tenant bankruptcies or insolvencies; 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 acquisitions; environmental laws affecting the company's properties; changes in rules or practices governing the company's financial reporting; and legal and operational matters, including real estate investment trust qualification and key management personnel recruitment and retention. Finally, the company assumes no obligation to update or revise any forward-looking statements or to update the reasons why actual results could differ from those projected in any forward-looking statements.
HEALTH CARE REIT, INC.
Financial Supplement
CONSOLIDATED BALANCE SHEETS (unaudited)
(In thousands)
September 30,
-------------------------
2008 2007
-------------------------
Assets
Real estate investments:
Real property owned
Land and land improvements $ 506,083 $ 440,365
Buildings and improvements 4,649,491 4,165,573
Acquired lease intangibles 136,603 129,533
Real property held for sale, net of
accumulated depreciation 41,336 6,908
Construction in progress 497,673 229,134
------------ ------------
5,831,186 4,971,513
Less accumulated depreciation and
intangible amortization (569,363) (449,831)
------------ ------------
Total real property owned 5,261,823 4,521,682
Loans receivable 501,871 271,985
Less allowance for losses on loans
receivable (7,406) (7,406)
------------ ------------
494,465 264,579
------------ ------------
Net real estate investments 5,756,288 4,786,261
Other assets:
Equity investments 1,862 4,617
Deferred loan expenses 25,315 32,082
Cash and cash equivalents 18,273 31,440
Restricted cash 83,189 19,731
Receivables and other assets 137,028 97,696
------------ ------------
265,667 185,566
------------ ------------
Total assets $ 6,021,955 $ 4,971,827
============ ============
Liabilities and stockholders' equity
Liabilities:
Borrowings under unsecured lines of
credit arrangements $ 387,000 $ 145,000
Senior unsecured notes 1,847,401 1,890,344
Secured debt 452,054 513,058
Liability to subsidiary trust issuing
preferred securities 0 52,184
Accrued expenses and other liabilities 124,986 105,629
------------ ------------
Total liabilities 2,811,441 2,706,215
Minority interests 8,958 4,928
Stockholders' equity:
Preferred stock 301,901 338,993
Common stock 103,110 81,253
Capital in excess of par value 3,123,745 2,200,030
Treasury stock (5,145) (3,952)
Cumulative net income 1,333,772 1,025,309
Cumulative dividends (1,647,699) (1,386,899)
Accumulated other comprehensive income (11,905) 3,302
Other equity 3,777 2,648
------------ ------------
Total stockholders' equity 3,201,556 2,260,684
------------ ------------
Total liabilities and stockholders' equity $ 6,021,955 $ 4,971,827
============ ============
CONSOLIDATED STATEMENTS OF INCOME (unaudited)
(In thousands, except per share data)
Three Months Ended Nine Months Ended
September 30, September 30,
------------------- -------------------
2008 2007 2008 2007
------------------- -------------------
Revenues:
Rental income $132,131 $111,599 $375,690 $314,307
Interest income 10,910 5,947 29,177 17,673
Other income 2,055 1,199 5,655 3,935
--------- --------- --------- ---------
Gross revenues 145,096 118,745 410,522 335,915
Expenses:
Interest expense 33,528 33,221 98,308 94,563
Property operating expenses 11,761 10,333 34,330 25,997
Depreciation and amortization 41,375 37,504 117,293 101,727
General and administrative
expenses 10,789 8,649 33,693 28,385
Loan expense 1,754 1,504 5,279 4,006
Loss (gain) on extinguishment
of debt (768) 0 (2,094) 0
--------- --------- --------- ---------
Total expenses 98,439 91,211 286,809 254,678
--------- --------- --------- ---------
Income from continuing
operations before income taxes
and minority interests 46,657 27,534 123,713 81,237
Income tax (expense) benefit 153 23 (1,170) 81
--------- --------- --------- ---------
Income from continuing
operations before minority
interests 46,810 27,557 122,543 81,318
Minority interests (1) (121) (128) (407)
--------- --------- --------- ---------
Income from continuing
operations 46,809 27,436 122,415 80,911
Discontinued operations:
Gain (loss) on sales of
properties 12,619 766 130,813 2,775
Income (loss) from
discontinued operations, net 1,094 2,644 6,289 8,770
--------- --------- --------- ---------
13,713 3,410 137,102 11,545
--------- --------- --------- ---------
Net income 60,522 30,846 259,517 92,456
Preferred dividends 5,730 6,317 17,660 18,952
--------- --------- --------- ---------
Net income available to common
stockholders $ 54,792 $ 24,529 $241,857 $ 73,504
========= ========= ========= =========
Average number of common shares
outstanding:
Basic 96,040 80,710 90,500 77,686
Diluted 96,849 81,163 91,121 78,234
Net income available to common
stockholders per share:
Basic $ 0.57 $ 0.30 $ 2.67 $ 0.95
Diluted 0.57 0.30 2.65 0.94
Common dividends per share $ 0.68 $ 0.66 $ 2.02 $ 1.6191
Funds From Operations Reconciliation
----------------------------------------------------------------------
(Amounts in 000's except per share data)
Three Months Ended Nine Months Ended
September 30, September 30,
------------------ --------------------
2008 2007 2008 2007
--------- -------- ---------- ---------
Net income available to common
stockholders $ 54,792 $24,529 $ 241,857 $ 73,504
Depreciation and amortization
(1) 41,690 40,137 120,894 109,545
Loss (gain) on sales of
properties (12,619) (766) (130,813) (2,775)
Minority interests (87) (70) (261) (256)
--------- -------- ---------- ---------
Funds from operations 83,776 63,830 231,677 180,018
One-time acquisition finder's
fees 0 0 0 1,750
Loss (gain) on extinguishment
of debt (768) 0 (2,094) 0
Non-recurring income tax
expense 0 0 1,325 0
--------- -------- ---------- ---------
Funds from operations -
normalized $ 83,008 $63,830 $ 230,908 $181,768
Average common shares
outstanding:
Basic 96,040 80,710 90,500 77,686
Diluted 96,849 81,163 91,121 78,234
Per share data:
Net income available to common
stockholders
Basic $ 0.57 $ 0.30 $ 2.67 $ 0.95
Diluted 0.57 0.30 2.65 0.94
Funds from operations
Basic $ 0.87 $ 0.79 $ 2.56 $ 2.32
Diluted 0.87 0.79 2.54 2.30
Funds from operations -
normalized
Basic $ 0.86 $ 0.79 $ 2.55 $ 2.34
Diluted 0.86 0.79 2.53 2.32
FFO Payout Ratio
Dividends per common share (2) $ 0.68 $ 0.66 $ 2.02 $ 1.96
FFO per diluted share $ 0.87 $ 0.79 $ 2.54 $ 2.30
--------- -------- ---------- ---------
FFO payout ratio 78% 84% 80% 85%
FFO Payout Ratio - Normalized
Dividends per share (2) $ 0.68 $ 0.66 $ 2.02 $ 1.96
FFO per diluted share -
normalized $ 0.86 $ 0.79 $ 2.53 $ 2.32
--------- -------- ---------- ---------
FFO payout ratio -
normalized 79% 84% 80% 84%
Notes: (1) Depreciation and amortization includes depreciation and
amortization from discontinued operations.
(2) The $0.3409 prorated dividend paid on December 28, 2006 in
connection with the Windrose merger has been included in
the nine months ended September 30, 2007.
Funds Available For Distribution Reconciliation
----------------------------------------------------------------------
(Amounts in 000's except per share data)
Three Months Ended Nine Months Ended
September 30, September 30,
------------------ --------------------
2008 2007 2008 2007
--------- -------- ---------- ---------
Net income available to common
stockholders $ 54,792 $24,529 $ 241,857 $ 73,504
Depreciation and amortization
(1) 41,690 40,137 120,894 109,545
Loss (gain) on sales of
properties (12,619) (766) (130,813) (2,775)
Minority interests (9) 85 (26) (2)
Gross straight-line rental
income (5,437) (4,555) (15,807) (12,664)
Prepaid/straight-line rent
receipts 4,781 5,881 15,679 10,791
Amortization related to above
(below) market leases, net (214) 268 (676) (656)
Amortization of deferred loan
expenses 1,754 1,504 5,279 4,006
Cap Ex, tenant improvements,
lease commissions (1,555) (704) (3,482) (2,529)
--------- -------- ---------- ---------
Funds available for
distribution 83,183 66,379 232,905 179,220
One-time acquisition finder's
fees 0 0 0 1,750
Loss (gain) on extinguishment
of debt (768) 0 (2,094) 0
Non-recurring income tax
expense 0 0 1,325 0
Prepaid/straight-line rent
receipts (4,781) (5,881) (15,679) (10,791)
--------- -------- ---------- ---------
Funds available for
distribution - normalized $ 77,634 $60,498 $ 216,457 $170,179
Average common shares
outstanding:
Basic 96,040 80,710 90,500 77,686
Diluted 96,849 81,163 91,121 78,234
Per share data:
Net income available to common
stockholders
Basic $ 0.57 $ 0.30 $ 2.67 $ 0.95
Diluted 0.57 0.30 2.65 0.94
Funds available for
distribution
Basic $ 0.87 $ 0.82 $ 2.57 $ 2.31
Diluted 0.86 0.82 2.56 2.29
Funds available for
distribution - normalized
Basic $ 0.81 $ 0.75 $ 2.39 $ 2.19
Diluted 0.80 0.75 2.38 2.18
FAD Payout Ratio
Dividends per common share (2) $ 0.68 $ 0.66 $ 2.02 $ 1.96
FAD per diluted share $ 0.86 $ 0.82 $ 2.56 $ 2.29
--------- -------- ---------- ---------
FAD payout ratio 79% 80% 79% 86%
FAD Payout Ratio - Normalized
Dividends per common share (2) $ 0.68 $ 0.66 $ 2.02 $ 1.96
FAD per diluted share -
normalized $ 0.80 $ 0.75 $ 2.38 $ 2.18
--------- -------- ---------- ---------
FAD payout ratio -
normalized 85% 88% 85% 90%
Notes: (1) Depreciation and amortization includes depreciation and
amortization from discontinued operations.
(2) The $0.3409 prorated dividend paid on December 28, 2006 in
connection with the Windrose merger has been included in
the nine months ended September 30, 2007.
Outlook Reconciliations
----------------------------------------------------------------------
(Amounts in 000's except per share data)
Previous Outlook Current Outlook
--------------------- ---------------------
Year Ended Year Ended
December 31, 2008 December 31, 2008
--------------------- ---------------------
Low High Low High
---------- ---------- ---------- ----------
FFO Reconciliation:
--------------------------
Net income available to
common stockholders $ 256,494 $ 261,994 $ 284,563 $ 289,313
Loss (gain) on sales of
properties (118,194) (118,194) (130,813) (130,813)
Depreciation and
amortization (1) 163,000 163,000 161,000 161,000
---------- ---------- ---------- ----------
Funds from operations 301,300 306,800 314,750 319,500
Loss (gain) on
extinguishment of debt (1,326) (1,326) (2,094) (2,094)
Non-recurring income tax
expense 1,325 1,325 1,325 1,325
---------- ---------- ---------- ----------
Funds from operations -
normalized $ 301,299 $ 306,799 $ 313,981 $ 318,731
Per share data (diluted):
Net income available to
common stockholders $ 2.83 $ 2.89 $ 3.03 $ 3.08
Funds from operations 3.33 3.39 3.35 3.40
Funds from operations -
normalized 3.33 3.39 3.34 3.39
FAD Reconciliation:
--------------------------
Net income available to
common stockholders $ 256,494 $ 261,994 $ 284,563 $ 289,313
Loss (gain) on sales of
properties (118,194) (118,194) (130,813) (130,813)
Depreciation and
amortization (1) 163,000 163,000 161,000 161,000
Gross straight-line
rental income (22,500) (22,500) (22,500) (22,500)
Prepaid/straight-line
rent receipts 10,898 10,898 15,679 15,679
Amortization related to
above/below market
leases (1,000) (1,000) (1,000) (1,000)
Amortization of deferred
loan expenses 7,250 7,250 7,000 7,000
Cap Ex, tenant
improvements, lease
commissions (6,000) (6,000) (6,000) (6,000)
---------- ---------- ---------- ----------
Funds available for
distribution 289,948 295,448 307,929 312,679
Loss (gain) on
extinguishment of debt (1,326) (1,326) (2,094) (2,094)
Non-recurring income tax
expense 1,325 1,325 1,325 1,325
Prepaid/straight-line
rent receipts (10,898) (10,898) (15,679) (15,679)
---------- ---------- ---------- ----------
Funds available for
distribution -
normalized $ 279,049 $ 284,549 $ 291,481 $ 296,231
Per share data (diluted):
Net income available to
common stockholders $ 2.83 $ 2.89 $ 3.03 $ 3.08
Funds available for
distribution 3.20 3.26 3.28 3.33
Funds available for
distribution -
normalized 3.08 3.14 3.10 3.15
Notes: (1) Depreciation and amortization includes depreciation and
amortization from discontinued operations.
CONTACT: Health Care REIT, Inc.
Scott Estes, 419-247-2800
or
Mike Crabtree, 419-247-2800
SOURCE: Health Care REIT, Inc.