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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
February 8, 2024
Date of Report (Date of earliest event reported)
Healthpeak Properties, Inc.
(Exact name of registrant as specified in its charter)
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| Maryland | | 001-08895 | | 33-0091377 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
4600 South Syracuse Street, Suite 500
Denver, CO 80237
(Address of principal executive offices) (Zip Code)
(720) 428-5050
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☒ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $1.00 par value | PEAK | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On February 8, 2024, Healthpeak Properties, Inc., a Maryland corporation (“Healthpeak”), issued a press release setting forth its financial results for the fourth quarter and year ended December 31, 2023. The press release refers to the Discussion and Reconciliation of Non-GAAP Financial Measures, which is available in the Investor Relations section of Healthpeak’s website, free of charge, at http://ir.healthpeak.com/quarterly-results. The press release and Discussion and Reconciliation of Non-GAAP Financial Measures are furnished herewith as Exhibits 99.1 and 99.3, respectively, and are incorporated by reference herein.
The information set forth in this Item 2.02 of this Current Report on Form 8-K and the related information in Exhibits 99.1 and 99.3 attached hereto are being furnished herewith, and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference in any filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference therein.
Item 7.01 Regulation FD Disclosure.
A supplemental report containing financial results and related information of Healthpeak for the fourth quarter and year ended December 31, 2023 is furnished as Exhibit 99.2 hereto and incorporated by reference herein. The supplemental report is also available in the Investor Relations section of Healthpeak’s website, free of charge, at http://ir.healthpeak.com/quarterly-results.
The information set forth in this Item 7.01 of this Current Report on Form 8-K and the related information in Exhibit 99.2 attached hereto is being furnished herewith, and shall not be deemed filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, and shall not be incorporated by reference in any filing with the Securities and Exchange Commission under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference therein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being furnished herewith:
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| No. | | Description |
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| 99.1 | | |
| | | |
| 99.2 | | |
| | | |
| 99.3 | | |
| | |
| 104 | | Cover Page Interactive Data File (embedded within the inline XBRL document and contained in Exhibit 101). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | |
| Date: February 8, 2024 | |
| Healthpeak Properties, Inc. |
| | |
| | |
| | |
| | By: | /s/ Peter A. Scott |
| | | Peter A. Scott |
| | | Chief Financial Officer |
Healthpeak Properties Reports Fourth Quarter and Year Ended 2023 Results
DENVER, February 8, 2024 - Healthpeak Properties, Inc. (NYSE: PEAK), a leading owner, operator, and developer of real estate for healthcare discovery and delivery, today announced results for the fourth quarter and full-year ended December 31, 2023.
FOURTH QUARTER 2023 FINANCIAL PERFORMANCE AND RECENT HIGHLIGHTS
–Net income of $0.13 per share, Nareit FFO of $0.48 per share, FFO as Adjusted of $0.46 per share, AFFO of $0.36 per share, and Total Same-Store Portfolio Cash (Adjusted) NOI growth of 3.6%
–Fourth quarter new and renewal lease executions totaled 1.1 million square feet:
▪Outpatient Medical new and renewal lease executions totaled 743,000 square feet
▪Lab new and renewal lease executions totaled 312,000 square feet
▪Year-to-date 2024 Lab lease executions of 58,000 square feet with an additional 115,000 square feet under signed LOI
–Received entitlements for an additional 1.3 million square feet of lab development at the Vantage campus in South San Francisco
–Commenced two on-campus outpatient developments in our HCA Healthcare ("HCA") development program
–Entered into a new $236 million joint venture through the sale of a 65% interest in the Callan Ridge lab campus in the Torrey Pines submarket of San Diego in January 2024
–Net Debt to Adjusted EBITDAre was 5.2x for the quarter ended December 31, 2023
FULL-YEAR 2023 HIGHLIGHTS
–Net income of $0.56 per share, Nareit FFO of $1.79 per share, FFO as Adjusted of $1.78 per share, AFFO of $1.53 per share, and Total Same-Store Portfolio Cash (Adjusted) NOI growth of 4.8%
–Portfolio leasing summary:
▪Full-year outpatient lease executions totaled 4.1 million square feet, with +4% cash releasing spreads on renewals
▪Full-year lab lease executions totaled 985,000 square feet, with +23% cash releasing spreads on renewals
–Development highlights:
▪2023 completions and new starts:
▪Nexus on Grand: Delivered the fully leased, 148,000 square foot, $161 million lab building in South San Francisco
▪Vantage: Delivered the fully leased, 154,000 square foot, $201 million first building of Phase I in South San Francisco
▪Callan Ridge: Completed core and shell work and delivered the space to the tenant for T.I. build out; the fully leased development in Torrey Pines totals 185,000 square feet with an expected total development cost of $146 million
▪HCA Development Program: Commenced construction on two new outpatient developments totaling 192,000 square feet with total expected development costs of $90 million
▪Land bank and future developments:
▪In September 2023, the Cambridge City Council unanimously approved a comprehensive rezoning to allow for greater density and developable heights in the West Cambridge neighborhood of Alewife where Healthpeak owns a total of 39 acres
▪In December 2023, Healthpeak received entitlements for an additional 1.3 million square feet of lab development at the Vantage campus
–Issued $750 million of senior unsecured notes at blended yield of approximately 5.35% and weighted average initial maturity of approximately 10 years
–Sold $130 million of non-core properties at an average trailing cash yield of 5.4% and received $205 million of seller financing and other loan repayments
–2023 sustainability and responsible business recognitions include:
▪Received a Green Star rating from the Global Real Estate Sustainability Benchmark (GRESB) and named a constituent in the FTSE4Good Index for the twelfth consecutive year
▪Named to CDP's Leadership band for the eleventh consecutive year, named a constituent in the S&P Global Dow Jones Sustainability N. America Index for the eleventh consecutive year and World Index for the fourth time; and named to the S&P Global Sustainability Yearbook for the ninth consecutive year
▪Named an ENERGY STAR Partner of the Year for the third time
▪Named to Newsweek’s America’s Most Responsible Companies list for the fifth consecutive year
▪Named Winner for Best Proxy Statement (Mid Cap), and Finalist for Best ESG Reporting (Small to Mid Cap) by IR Magazine and Governance Intelligence
▪Certified a Great Place to Work for the fourth consecutive year; included in The Tennessean Top Workplaces for the second consecutive year; and a Middle Tennessee Top Workplace for the first time
▪Included in Fortune's Best Workplaces in Real Estate list for the second consecutive year
To learn more about Healthpeak's commitment to responsible business and view our 2022 ESG Report, please visit www.healthpeak.com/ESG.
FOURTH QUARTER COMPARISON
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended December 31, 2023 | | Three Months Ended December 31, 2022 | | | | | | | | | | | |
| (in thousands, except per share amounts) | Amount | | Per Share | | Amount | | Per Share | | | | | | | | | | | |
| Net income, diluted | $ | 70,787 | | | $ | 0.13 | | | $ | 6,388 | | | $ | 0.01 | | | | | | | | | | | | |
| Nareit FFO, diluted | 263,810 | | | 0.48 | | | 192,158 | | | 0.35 | | | | | | | | | | | | |
| FFO as Adjusted, diluted | 252,639 | | | 0.46 | | | 238,744 | | | 0.44 | | | | | | | | | | | | |
| AFFO, diluted | 196,622 | | | 0.36 | | | 194,414 | | | 0.36 | | | | | | | | | | | | |
FULL-YEAR COMPARISON
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Year Ended
December 31, 2023 | | Year Ended
December 31, 2022 | | | | | | | | | | | |
| (in thousands, except per share amounts) | Amount | | Per Share | | Amount | | Per Share | | | | | | | | | | | |
| Net income, diluted | $ | 304,284 | | | $ | 0.56 | | | $ | 497,792 | | | $ | 0.92 | | | | | | | | | | | | |
| Nareit FFO, diluted | 994,574 | | | 1.79 | | | 904,573 | | | 1.66 | | | | | | | | | | | | |
| FFO as Adjusted, diluted | 987,708 | | | 1.78 | | | 950,259 | | | 1.74 | | | | | | | | | | | | |
| AFFO, diluted | 847,358 | | | 1.53 | | | 790,296 | | | 1.45 | | | | | | | | | | | | |
Nareit FFO, FFO as Adjusted, AFFO, Same-Store Cash (Adjusted) NOI, and Net Debt to Adjusted EBITDAre are supplemental non-GAAP financial measures that we believe are useful in evaluating the operating performance and financial position of real estate investment trusts (see the "Funds From Operations" and "Adjusted Funds From Operations" sections of this release for additional information). See "December 31, 2023 Discussion and Reconciliation of Non-GAAP Financial Measures" for definitions, discussions of their uses and inherent limitations, and reconciliations to the most directly comparable financial measures calculated and presented in accordance with GAAP in the Investor Relations section of our website at http://ir.healthpeak.com/quarterly-results.
SAME-STORE ("SS") OPERATING SUMMARY
The table below outlines the year-over-year three-month and full-year SS Cash (Adjusted) NOI growth.
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| Year-Over-Year Total SS Portfolio Cash (Adjusted) NOI Growth |
| Three Month | | Full Year |
| SS Growth % | % of SS | | SS Growth % | % of SS |
| Lab | 2.7 | % | 47.1 | % | | 3.7 | % | 46.6 | % |
| Outpatient Medical | 4.3 | % | 41.4 | % | | 3.4 | % | 42.0 | % |
| CCRC | 4.7 | % | 11.5 | % | | 15.6 | % | 11.5 | % |
| Total Portfolio | 3.6 | % | 100.0 | % | | 4.8 | % | 100.0 | % |
CALLAN RIDGE LAB CAMPUS JOINT VENTURE SALE
As previously announced, in January 2024, Healthpeak formed a new strategic joint venture with Breakthrough Properties (“Breakthrough”) through a sale of a 65% interest in Healthpeak’s fully leased Callan Ridge lab campus in the Torrey Pines submarket of San Diego.
The formation of the 65% Breakthrough / 35% Healthpeak joint venture values Callan Ridge at $236 million, or $1,275 per square foot, and represents a stabilized cash capitalization rate of 5.3% based on the initial annual rental rate of approximately $67 per square foot. At closing, net proceeds to Healthpeak were approximately $130 million. Additionally, the formation of the joint venture reduces Healthpeak's future tenant improvement funding by approximately $20 million.
Healthpeak began construction on the 185,000 square foot Callan Ridge campus in 2021. The two-building campus is fully leased to Turning Point Therapeutics, Inc., a subsidiary of Bristol-Myers Squibb Company (NYSE: BMY), through April 2035.
DEVELOPMENT UPDATES
VANTAGE ENTITLEMENTS
As previously announced, in December 2023, Healthpeak received entitlements for an additional 1.3 million square feet of lab space at the Vantage campus, bringing the combined campus to approximately 1.7 million square feet upon full build out. The additional entitlements represent double the allowable density compared to when Healthpeak originally acquired the land. The long-term nature of the entitlements offers flexibility to deliver the balance of the development in phases to align with market demand.
Strategically located in the heart of South San Francisco and at the doorstep of Genentech’s headquarters, the 20-acre purpose-built lab campus offers tenants a highly amenitized, world-class campus setting with access to multiple modes of transportation including direct access to the Rails-to-Trails pathway, which provides a pedestrian connection to downtown South San Francisco's restaurant and retail corridor, as well as the Caltrain station, which recently completed a multi-year renovation.
Healthpeak is South San Francisco's largest investor-owned landlord with a portfolio that encompasses 4.9 million square feet, including some the submarket's most desirable campuses including The Cove, Portside at Oyster Point, The Shore, Vantage, and Pointe Grand, among others.
OUTPATIENT DEVELOPMENT PROGRAM WITH HCA
During the fourth quarter, Healthpeak added two on-campus outpatient developments with total expected development costs of $90 million to its program with HCA.
•Galen Aurora: 72,000 square foot Class A medical training facility located on HCA’s Medical Center of Aurora hospital campus, a 325-bed acute care hospital in Denver, CO where Healthpeak currently owns three on-campus buildings totaling approximately 165,000 square feet. HCA nursing and professional education affiliates have pre-leased 100% of the development.
•McKinney Medical Center: 120,000 square foot Class A outpatient building on the campus of HCA's Medical City McKinney campus, a 281-bed acute care hospital in McKinney, TX where Healthpeak currently owns two on-campus buildings totaling approximately 120,000 square feet. HCA affiliates have pre-leased approximately 62% of the development for future outpatient services, including oncology, orthopedic, cardiology, wound care, imaging, and other services.
Since 2019, Healthpeak’s development program with HCA has delivered 9 outpatient buildings totaling 785,000 square feet with total development costs of approximately $235 million and is under construction on an additional three buildings totaling 262,000 square feet with total expected development costs of $121 million.
MERGER WITH PHYSICIANS REALTY TRUST AND TERM LOAN UPDATE
As previously announced on October 30, 2023, Healthpeak and Physicians Realty Trust entered into a definitive agreement to combine in an all-stock merger of equals. Each company will hold its respective special meeting of stockholders on February 21, 2024. Subject to Physicians Realty Trust's stockholders approving the proposed merger and Healthpeak's stockholders approving the issuance of Healthpeak common stock in connection with the proposed merger, among other matters, as well as the satisfaction or waiver of customary closing conditions, the transaction is expected to close on March 1, 2024.
Additionally, Healthpeak expects to enter into a new $750 million 5-year unsecured term loan. Proceeds from the term loan are expected to fund the repayment of $210 million of Physicians Realty Trust private placement notes and to be used for general corporate purposes, including transaction costs and repayment of borrowings under Healthpeak's credit facility and commercial paper program. Healthpeak has entered into forward-starting swap agreements to fix the interest rate of the new term loan at approximately 4.5% for the full 5-year term of the loan.
DIVIDEND
On January 31, 2024, Healthpeak's Board declared a quarterly common stock cash dividend of $0.30 per share to be paid on February 26, 2024, to stockholders of record as of the close of business on February 14, 2024.
2024 OUTLOOK
For full year 2024, we have established the following outlook ranges, which are inclusive of the impact from the Physicians Realty Trust merger:
▪Diluted earnings per common share of $0.07 – $0.13
▪Diluted Nareit FFO per share of $1.54 – $1.60
▪Diluted FFO as Adjusted per share of $1.73 – $1.79
▪Diluted AFFO per share of $1.50 – $1.56
▪Total Portfolio Same-Store Cash (Adjusted) NOI growth of 2.25% – 3.75%
This outlook assumes the merger with Physicians Realty Trust closes on March 1, 2024. These estimates are based on our view of existing market conditions, transaction timing, and other assumptions for the year ending December 31, 2024. Additionally, the outlook includes estimates for certain merger-related accounting adjustments, which will not be finalized until after the merger closes. For additional details and assumptions underlying this outlook, please see page 40 in our corresponding Supplemental Report and the Discussion and Reconciliation of Non-GAAP Financial Measures, both of which are available in the Investor Relations section of our website at http://ir.healthpeak.com.
CONFERENCE CALL INFORMATION
Healthpeak has scheduled a conference call and webcast for Friday, February 9, 2024, at 8:00 a.m. Mountain Time.
The conference call can be accessed in the following ways:
▪Healthpeak’s website: https://ir.healthpeak.com/news-events
▪Webcast: https://events.q4inc.com/attendee/292488797. Joining via webcast is recommended for those who will not be asking questions.
▪Telephone: The participant dial-in number is (800) 715-9871.
An archive of the webcast will be available on Healthpeak's website through February 7, 2025, and a telephonic replay can be accessed through February 15, 2024, by dialing (800) 770-2030 and entering conference ID number 58822.
ABOUT HEALTHPEAK
Healthpeak Properties, Inc. is a fully integrated real estate investment trust (REIT) and S&P 500 company. Healthpeak owns, operates and develops high-quality real estate for healthcare discovery and delivery.
FORWARD-LOOKING STATEMENTS
Statements contained in this release that are not historical facts are "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 include, among other things, statements regarding our and our officers' intent, belief or expectation as identified by the use of words such as "may," "will," "project," "expect," "believe," "intend," "anticipate," "seek," "target," "forecast," "plan," "potential," "estimate," "could," "would," "should" and other comparable and derivative terms or the negatives thereof. Examples of forward-looking statements include, among other things: (i) statements regarding timing, outcomes and other details relating to current, pending or contemplated acquisitions, dispositions, transitions, developments, redevelopments, densifications, joint venture transactions, leasing activity and commitments, financing activities, or other transactions discussed in this release, including statements regarding our proposed merger with Physicians Realty Trust; (ii) the payment of a quarterly cash dividend; and (iii) the information presented under the heading "2024 Outlook." Pending acquisitions, dispositions, joint venture transactions, leasing activity, and financing activity, including those subject to binding agreements, remain subject to closing conditions and may not be completed within the anticipated timeframes or at all. Forward-looking statements reflect our current expectations and views about future events and are subject to risks and uncertainties that could significantly affect our future financial condition and results of operations. While forward-looking statements reflect our good faith belief and assumptions we believe to be reasonable based upon current information, we can give no assurance that our expectations or forecasts will be attained. Further, we cannot guarantee the accuracy of any such forward-looking statement contained in this release, and such forward-looking statements are subject to known and unknown risks and uncertainties that are difficult to predict. These risks and uncertainties include, but are not limited to: macroeconomic trends, including inflation, interest rates, labor costs, and unemployment; risks associated with the proposed merger transactions with Physicians Realty Trust (the “Mergers”), including, but not limited to, our ability to consummate the Mergers on the proposed terms or on the anticipated timeline, or at all, potential loss or disruption of current and prospective commercial relationships due to the uncertainties about the Mergers, and the outcome of legal proceedings instituted against us, our Board of Directors, and others related to the Mergers; our ability to integrate the operations of the Company and Physicians Realty Trust successfully and realize the anticipated synergies and other benefits of the Mergers or do so within the anticipated time frame; changes within the industries in which we operate; significant regulation, funding requirements, and uncertainty faced by our lab tenants; factors adversely affecting our tenants’, operators’, or borrowers’ ability to meet their financial and other contractual obligations to us; the insolvency or bankruptcy of one or more of our major tenants, operators, or borrowers; our concentration of real estate investments in the healthcare property sector, which makes us more vulnerable to a downturn in a specific sector than if we invested across multiple sectors; the illiquidity of real estate investments; our ability to identify and secure new or replacement tenants and operators; our property development, redevelopment, and tenant improvement risks, including project abandonments, project delays, and lower profits than expected; the ability of the hospitals on whose campuses our outpatient medical buildings are located and their affiliated healthcare systems to remain competitive or financially viable; our ability to develop, maintain, or expand hospital and health system client relationships; operational risks associated with third party management contracts, including the additional regulation and liabilities of our properties operated through RIDEA structures; economic conditions, natural disasters, weather, and other conditions that negatively affect geographic areas where we have concentrated investments; uninsured or underinsured losses, which could result in significant losses and/or performance declines by us or our tenants and operators; our investments in joint ventures and unconsolidated entities, including our lack of sole decision making authority and our reliance on our partners’ financial condition and continued cooperation; our use of fixed rent escalators, contingent rent provisions, and/or rent escalators based on the Consumer Price Index; competition for suitable healthcare properties to grow our investment portfolio; our ability to foreclose or exercise rights on collateral securing our real estate-related loans; any requirement that we recognize reserves, allowances, credit losses, or impairment charges; investment of substantial resources and time in transactions that are not consummated; our
ability to successfully integrate or operate acquisitions; the potential impact on us and our tenants, operators, and borrowers from litigation matters, including rising liability and insurance costs; environmental compliance costs and liabilities associated with our real estate investments; ESG and sustainability commitments and requirements, as well as stakeholder expectations; epidemics, pandemics, or other infectious diseases, including Covid, and health and safety measures intended to reduce their spread; human capital risks, including the loss or limited availability of our key personnel; our reliance on information technology systems and the possibility of a cybersecurity incident or cybersecurity threat affect our information systems or the information systems of our tenants, operators or borrowers; volatility, disruption, or uncertainty in the financial markets; increased borrowing costs, including due to rising interest rates; cash available for distribution to stockholders and our ability to make dividend distributions at expected levels; the availability of external capital on acceptable terms or at all, including due to rising interest rates, changes in our credit ratings and the value of our common stock, bank failures or other events affecting financial institutions; our ability to manage our indebtedness level and covenants in and changes to the terms of such indebtedness; the failure of our tenants, operators, and borrowers to comply with federal, state, and local laws and regulations, including resident health and safety requirements, as well as licensure, certification, and inspection requirements; required regulatory approvals to transfer our senior housing properties; compliance with the Americans with Disabilities Act and fire, safety, and other regulations; laws or regulations prohibiting eviction of our tenants; the requirements of, or changes to, governmental reimbursement programs such as Medicare or Medicaid; legislation to address federal government operations and administrative decisions affecting the Centers for Medicare and Medicaid Services; our participation in the CARES Act Provider Relief Fund and other Covid-related stimulus and relief programs; our ability to maintain our qualification as a REIT; our taxable REIT subsidiaries being subject to corporate level tax; tax imposed on any net income from “prohibited transactions”; changes to U.S. federal income tax laws, and potential deferred and contingent tax liabilities from corporate acquisitions; calculating non-REIT tax earnings and profits distributions; ownership limits in our charter that restrict ownership in our stock; provisions of Maryland law and our charter that could prevent a transaction that may otherwise be in the interest of our stockholders; conflicts of interest between the interests of our stockholders and the interests of holders of Healthpeak OP common units; provisions in the operating agreement of Healthpeak OP and other agreements that may delay or prevent unsolicited acquisitions and other transactions; our status as a holding company of Healthpeak OP; and other risks and uncertainties described from time to time in our Securities and Exchange Commission filings. Except as required by law, we do not undertake, and hereby disclaim, any obligation to update any forward-looking statements, which speak only as of the date on which they are made.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed transaction, on December 15, 2023, Healthpeak and Physicians Realty Trust filed with the SEC a registration statement on Form S-4 containing a joint proxy statement/prospectus and other documents regarding the proposed transaction. The joint proxy statement/prospectus contains important information about the proposed transaction and related matters. The Form S-4 was declared effective, and each of Healthpeak and Physicians Realty Trust commenced mailing of the joint proxy statement/prospectus included as part of the Form S-4, on January 11, 2024.
STOCKHOLDERS ARE URGED AND ADVISED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT HEALTHPEAK, PHYSICIANS REALTY TRUST AND THE PROPOSED TRANSACTION.
Investors and security holders of Healthpeak and Physicians Realty Trust are able to obtain free copies of the registration statement, the joint proxy statement/prospectus and other relevant documents filed by Healthpeak and Physicians Realty Trust with the SEC through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by Healthpeak with the SEC are also available on Healthpeak’s website at www.healthpeak.com, and copies of the documents filed by Physicians Realty Trust with the SEC are available on Physicians Realty Trust’s website at www.docreit.com.
PARTICIPANTS IN THE SOLICITATION
Healthpeak, Physicians Realty Trust and their respective directors, trustees and executive officers may be deemed to be participants in the solicitation of proxies from Healthpeak’s stockholders and Physicians Realty Trust’s shareholders in respect of the proposed transaction. Information regarding Healthpeak’s directors and executive officers can be found in Healthpeak’s definitive proxy statement filed with the SEC on March 17, 2023. Information regarding Physicians Realty Trust’s trustees and executive officers can be found in Physicians Realty Trust’s definitive proxy statement filed with the SEC on March 23, 2023.
Additional information regarding the interests of such potential participants is included in the joint proxy statement/prospectus and other relevant documents filed with the SEC in connection with the proposed transaction. These documents are available on the SEC’s website and from Healthpeak and Physicians Realty Trust, as applicable, using the sources indicated above.
NO OFFER OR SOLICITATION
This communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
CONTACT
Andrew Johns, CFA
Senior Vice President – Investor Relations
720-428-5400
Healthpeak Properties, Inc.
Consolidated Balance Sheets
In thousands, except share and per share data
| | | | | | | | | | | |
| December 31,
2023 | | December 31,
2022 |
| Assets | | | |
| Real estate: | | | |
| Buildings and improvements | $ | 13,329,464 | | | $ | 12,784,078 | |
| Development costs and construction in progress | 643,217 | | | 760,355 | |
| Land and improvements | 2,647,633 | | | 2,667,188 | |
| Accumulated depreciation and amortization | (3,591,951) | | | (3,188,138) | |
| Net real estate | 13,028,363 | | | 13,023,483 | |
| | | |
| Loans receivable, net of reserves of $2,830 and $8,280 | 218,450 | | | 374,832 | |
| Investments in and advances to unconsolidated joint ventures | 782,853 | | | 706,677 | |
| Accounts receivable, net of allowance of $2,282 and $2,399 | 55,820 | | | 53,436 | |
| Cash and cash equivalents | 117,635 | | | 72,032 | |
| Restricted cash | 51,388 | | | 54,802 | |
| Intangible assets, net | 314,156 | | | 418,061 | |
| Assets held for sale, net | 117,986 | | | 49,866 | |
| Right-of-use asset, net | 240,155 | | | 237,318 | |
| Other assets, net | 772,044 | | | 780,722 | |
| Total assets | $ | 15,698,850 | | | $ | 15,771,229 | |
| | | |
| Liabilities and Equity | | | |
| Bank line of credit and commercial paper | $ | 720,000 | | | $ | 995,606 | |
| Term loans | 496,824 | | | 495,957 | |
| Senior unsecured notes | 5,403,378 | | | 4,659,451 | |
| Mortgage debt | 256,097 | | | 346,599 | |
| Intangible liabilities, net | 127,380 | | | 156,193 | |
| Liabilities related to assets held for sale, net | 729 | | | 4,070 | |
| Lease liability | 206,743 | | | 208,515 | |
| Accounts payable, accrued liabilities, and other liabilities | 657,196 | | | 772,485 | |
| Deferred revenue | 905,633 | | | 844,076 | |
| Total liabilities | 8,773,980 | | | 8,482,952 | |
| | | |
| Commitments and contingencies | | | |
| | | |
| | | |
| Redeemable noncontrolling interests | 48,828 | | | 105,679 | |
| | | |
| Common stock, $1.00 par value: 750,000,000 shares authorized; 547,156,311 and 546,641,973 shares issued and outstanding | 547,156 | | | 546,642 | |
| Additional paid-in capital | 10,405,780 | | | 10,349,614 | |
| Cumulative dividends in excess of earnings | (4,621,861) | | | (4,269,689) | |
| Accumulated other comprehensive income (loss) | 19,371 | | | 28,134 | |
| Total stockholders’ equity | 6,350,446 | | | 6,654,701 | |
| | | |
| Joint venture partners | 310,998 | | | 327,721 | |
| Non-managing member unitholders | 214,598 | | | 200,176 | |
| Total noncontrolling interests | 525,596 | | | 527,897 | |
| | | |
| Total equity | 6,876,042 | | | 7,182,598 | |
| | | |
| Total liabilities and equity | $ | 15,698,850 | | | $ | 15,771,229 | |
Healthpeak Properties, Inc.
Consolidated Statements of Operations
In thousands, except per share data
| | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended
December 31, | | Year Ended
December 31, |
| | 2023 | | 2022 | | 2023 | | 2022 |
| | | | | |
| Revenues: | | | | | |
| Rental and related revenues | $ | 412,332 | | | $ | 392,245 | | | $ | 1,631,805 | | | $ | 1,541,775 | |
| Resident fees and services | 136,341 | | | 125,873 | | | 527,417 | | | 494,935 | |
| Interest income | 4,979 | | | 6,350 | | | 21,781 | | | 23,300 | |
| Income from direct financing leases | — | | | — | | | — | | | 1,168 | |
| Total revenues | 553,652 | | | 524,468 | | | 2,181,003 | | | 2,061,178 | |
| | | | | | | |
| Costs and expenses: | | | | | | | |
| Interest expense | 52,784 | | | 49,413 | | | 200,331 | | | 172,944 | |
| Depreciation and amortization | 188,544 | | | 179,157 | | | 749,901 | | | 710,569 | |
| Operating | 224,401 | | | 220,492 | | | 902,060 | | | 862,991 | |
| General and administrative | 21,556 | | | 57,872 | | | 95,132 | | | 131,033 | |
| Transaction and merger-related costs | 14,417 | | | 3,217 | | | 17,515 | | | 4,853 | |
| | | | | | | |
| Impairments and loan loss reserves (recoveries), net | (5,445) | | | 3,326 | | | (5,601) | | | 7,004 | |
| Total costs and expenses | 496,257 | | | 513,477 | | | 1,959,338 | | | 1,889,394 | |
| Other income (expense): | | | | | | | |
| Gain (loss) on sales of real estate, net | — | | | (969) | | | 86,463 | | | 9,078 | |
| | | | | | | |
| Other income (expense), net | 2,600 | | | (587) | | | 6,808 | | | 326,268 | |
| Total other income (expense), net | 2,600 | | | (1,556) | | | 93,271 | | | 335,346 | |
| | | | | | | |
| Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures | 59,995 | | | 9,435 | | | 314,936 | | | 507,130 | |
| Income tax benefit (expense) | 11,842 | | | 650 | | | 9,617 | | | 4,425 | |
| Equity income (loss) from unconsolidated joint ventures | 3,558 | | | (156) | | | 10,204 | | | 1,985 | |
| Income (loss) from continuing operations | 75,395 | | | 9,929 | | | 334,757 | | | 513,540 | |
| | | | | | | |
| Income (loss) from discontinued operations | — | | | 873 | | | — | | | 2,884 | |
| | | | | | | |
| Net income (loss) | 75,395 | | | 10,802 | | | 334,757 | | | 516,424 | |
| Noncontrolling interests’ share in continuing operations | (4,451) | | | (4,274) | | | (28,748) | | | (15,975) | |
| | | | | | | |
| Net income (loss) attributable to Healthpeak Properties, Inc. | 70,944 | | | 6,528 | | | 306,009 | | | 500,449 | |
| | | | | | | |
| Participating securities’ share in earnings | (157) | | | (140) | | | (1,725) | | | (2,657) | |
| Net income (loss) applicable to common shares | $ | 70,787 | | | $ | 6,388 | | | $ | 304,284 | | | $ | 497,792 | |
| | | | | | | |
| Basic earnings (loss) per common share: | | | | | | | |
| Continuing operations | $ | 0.13 | | | $ | 0.01 | | | $ | 0.56 | | | $ | 0.92 | |
| Discontinued operations | — | | | 0.00 | | | — | | | 0.00 | |
| Net income (loss) applicable to common shares | $ | 0.13 | | | $ | 0.01 | | | $ | 0.56 | | | $ | 0.92 | |
| | | | | | | |
| Diluted earnings (loss) per common share: | | | | | | | |
| Continuing operations | $ | 0.13 | | | $ | 0.01 | | | $ | 0.56 | | | $ | 0.92 | |
| Discontinued operations | — | | | 0.00 | | | — | | | 0.00 | |
| Net income (loss) applicable to common shares | $ | 0.13 | | | $ | 0.01 | | | $ | 0.56 | | | $ | 0.92 | |
| | | | | | | |
| Weighted average shares outstanding: | | | | | | | |
| Basic | 547,091 | | | 537,992 | | | 547,006 | | | 538,809 | |
| Diluted | 547,361 | | | 538,396 | | | 547,275 | | | 539,147 | |
Healthpeak Properties, Inc.
Funds From Operations
In thousands, except per share data
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Three Months Ended
December 31, | | Year Ended
December 31, |
| | | 2023 | | 2022 | | 2023 | | 2022 |
| | | | | | |
| Net income (loss) applicable to common shares | | $ | 70,787 | | | $ | 6,388 | | | $ | 304,284 | | | $ | 497,792 | |
| Real estate related depreciation and amortization | | 188,544 | | | 179,157 | | | 749,901 | | | 710,569 | |
| Healthpeak’s share of real estate related depreciation and amortization from unconsolidated joint ventures | | 6,723 | | | 8,642 | | | 24,800 | | | 27,691 | |
| Noncontrolling interests’ share of real estate related depreciation and amortization | | (4,610) | | | (4,709) | | | (18,654) | | | (19,201) | |
| | | | | | | | |
| Loss (gain) on sales of depreciable real estate, net | | — | | | 986 | | | (86,463) | | | (10,422) | |
| Healthpeak’s share of loss (gain) on sales of depreciable real estate, net, from unconsolidated joint ventures | | — | | | 45 | | | — | | | 134 | |
| Noncontrolling interests’ share of gain (loss) on sales of depreciable real estate, net | | — | | | — | | | 11,546 | | | 12 | |
Loss (gain) upon change of control, net(1) | | — | | | — | | | (234) | | | (311,438) | |
| Taxes associated with real estate dispositions | | — | | | — | | | — | | | 29 | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| Nareit FFO applicable to common shares | | 261,444 | | | 190,509 | | | 985,180 | | | 895,166 | |
| Distributions on dilutive convertible units and other | | 2,366 | | | 1,649 | | | 9,394 | | | 9,407 | |
| Diluted Nareit FFO applicable to common shares | | $ | 263,810 | | | $ | 192,158 | | | $ | 994,574 | | | $ | 904,573 | |
| Diluted Nareit FFO per common share | | $ | 0.48 | | | $ | 0.35 | | | $ | 1.79 | | | $ | 1.66 | |
| Weighted average shares outstanding - diluted Nareit FFO | | 554,635 | | | 543,879 | | | 554,559 | | | 546,462 | |
| Impact of adjustments to Nareit FFO: | | | | | | | | |
Transaction and merger-related items(2) | | $ | 10,842 | | | $ | 3,215 | | | $ | 13,835 | | | $ | 4,788 | |
Other impairments (recoveries) and other losses (gains), net(3) | | (4,407) | | | 9,702 | | | (3,850) | | | 3,829 | |
Restructuring and severance-related charges(4) | | — | | | 32,749 | | | 1,368 | | | 32,749 | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Casualty-related charges (recoveries), net(5) | | (3,424) | | | 298 | | | (4,033) | | | 4,401 | |
| | | | | | | | |
Recognition (reversal) of valuation allowance on deferred tax assets(6) | | (14,194) | | | — | | | (14,194) | | | — | |
| | | | | | | | |
| Total adjustments | | (11,183) | | | 45,964 | | | (6,874) | | | 45,767 | |
| FFO as Adjusted applicable to common shares | | 250,261 | | | 236,473 | | | 978,306 | | | 940,933 | |
| Distributions on dilutive convertible units and other | | 2,378 | | | 2,271 | | | 9,402 | | | 9,326 | |
| Diluted FFO as Adjusted applicable to common shares | | $ | 252,639 | | | $ | 238,744 | | | $ | 987,708 | | | $ | 950,259 | |
| Diluted FFO as Adjusted per common share | | $ | 0.46 | | | $ | 0.44 | | | $ | 1.78 | | | $ | 1.74 | |
| Weighted average shares outstanding - diluted FFO as Adjusted | | 554,635 | | | 545,704 | | | 554,559 | | | 546,462 | |
_______________________________________
(1)The year ended December 31, 2022 includes a gain upon change of control related to the sale of a 30% interest to a sovereign wealth fund and deconsolidation of seven previously consolidated lab buildings in South San Francisco, California. The gain upon change of control is included in other income (expense), net in the Consolidated Statements of Operations.
(2)The three months and year ended December 31, 2023 include costs related to the proposed merger with Physicians Realty Trust, which are primarily comprised of legal, accounting, tax, and other costs that were incurred prior to year-end, partially offset by termination fee income associated with Graphite Bio, Inc., for which the lease terms have been modified to accelerate expiration of the lease to December 2024. Termination fee income is included in rental and related revenues on the Consolidated Statements of Operations.
(3)The three months and year ended December 31, 2022 include $7 million of charges incurred in connection with the downsizing of the Company’s corporate headquarters in Denver, Colorado, which are included in general and administrative expenses in the Consolidated Statements of Operations. The year ended December 31, 2022 also includes the following, which are included in other income (expense), net in the Consolidated Statements of Operations: (i) $14 million of expenses incurred for tenant relocation and other costs associated with the demolition of an outpatient medical building and (ii) a $23 million gain on sale of a hospital under a direct financing lease. The three months and years ended December 31, 2023 and 2022 include reserves and (recoveries) for expected loan losses recognized in impairments and loan loss reserves (recoveries), net in the Consolidated Statements of Operations.
(4)The three months and year ended December 31, 2022 include $32 million of severance-related charges associated with the departures of our former Chief Executive Officer and former Chief Legal Officer and General Counsel in the fourth quarter of 2022. These expenses are included in general and administrative expenses in the Consolidated Statements of Operations.
(5)Casualty-related charges (recoveries), net are recognized in other income (expense), net and equity income (loss) from unconsolidated joint ventures in the Consolidated Statements of Operations.
(6)In conjunction with classifying the assets related to the Callan Ridge JV as held for sale as of December 31, 2023, we concluded it was more likely than not that we would realize the future value of certain deferred tax assets generated by the net operating losses of taxable REIT subsidiaries. Accordingly, during the three months and year ended December 31, 2023, we recognized the reversal of a portion of the associated valuation allowance and recognized a corresponding income tax benefit.
Healthpeak Properties, Inc.
Adjusted Funds From Operations
In thousands
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended
December 31, | | Year Ended
December 31, | |
| | 2023 | | 2022 | | 2023 | | 2022 | |
| FFO as Adjusted applicable to common shares | $ | 250,261 | | | $ | 236,473 | | | $ | 978,306 | | | $ | 940,933 | | |
| Stock-based compensation amortization expense | 3,513 | | | 1,903 | | | 14,480 | | | 16,537 | | |
| Amortization of deferred financing costs | 3,088 | | | 2,812 | | | 11,916 | | | 10,881 | | |
Straight-line rents(1) | (1,677) | | | (12,346) | | | (14,387) | | | (49,183) | | |
| | | | | | | | |
| AFFO capital expenditures | (47,332) | | | (33,407) | | | (113,596) | | | (108,510) | | |
| | | | | | | | |
| | | | | | | | |
| Deferred income taxes | 117 | | | (355) | | | (816) | | | (4,096) | | |
| Amortization of above (below) market lease intangibles, net | (5,525) | | | (5,851) | | | (25,791) | | | (23,380) | | |
| Other AFFO adjustments | (7,486) | | | 3,536 | | | (9,335) | | | 520 | | |
| AFFO applicable to common shares | 194,959 | | | 192,765 | | | 840,777 | | | 783,702 | | |
| Distributions on dilutive convertible units and other | 1,663 | | | 1,649 | | | 6,581 | | | 6,594 | | |
| Diluted AFFO applicable to common shares | $ | 196,622 | | | $ | 194,414 | | | $ | 847,358 | | | $ | 790,296 | | |
| Diluted AFFO per common share | $ | 0.36 | | | $ | 0.36 | | | $ | 1.53 | | | $ | 1.45 | | |
| Weighted average shares outstanding - diluted AFFO | 552,810 | | | 543,879 | | | 552,734 | | | 544,637 | | |
_______________________________________
(1)The year ended December 31, 2023 includes an $8.7 million write-off of straight-line rent receivable associated with Sorrento Therapeutics, Inc., which commenced voluntary reorganization proceedings under Chapter 11 of the U.S. Bankruptcy Code. This activity is reflected as a reduction of rental and related revenues in the Consolidated Statements of Operations.
Exhibit 99.3
Discussion and
Reconciliation of Non-
GAAP Financial Measures
December 31, 2023
(Unaudited)
Adjusted Fixed Charge Coverage Adjusted EBITDAre divided by Fixed Charges. Adjusted Fixed Charge Coverage is a supplemental measure of liquidity and our ability to meet interest payments on our outstanding debt and pay dividends to our preferred stockholders, if applicable. Our various debt agreements contain covenants that require us to maintain ratios similar to Adjusted Fixed Charge Coverage and credit rating agencies utilize similar ratios in evaluating and determining the credit rating on certain of our debt instruments. Adjusted Fixed Charge Coverage is subject to the same limitations and qualifications as Adjusted EBITDAre and Fixed Charges.
Adjusted Funds From Operations (“AFFO”) AFFO is defined as FFO as Adjusted after excluding the impact of the following: (i) stock-based compensation amortization expense, (ii) amortization of deferred financing costs, net, (iii) straight-line rents, (iv) deferred income taxes, (v) amortization of above (below) market lease intangibles, net, and (vi) other AFFO adjustments, which include: (a) non-cash interest related to DFLs and lease incentive amortization (reduction of straight-line rents), (b) actuarial reserves for insurance claims that have been incurred but not reported, and (c) amortization of deferred revenues, excluding amounts amortized into rental income that are associated with tenant funded improvements owned/recognized by us and up-front cash payments made by tenants to reduce their contractual rents. Also, AFFO is computed after deducting recurring capital expenditures, including second generation leasing costs and second generation tenant and capital improvements, and includes adjustments to compute our share of AFFO from our unconsolidated joint ventures. More specifically, recurring capital expenditures, including second generation leasing costs and second generation tenant and capital improvements (“AFFO capital expenditures”) excludes our share from unconsolidated joint ventures (reported in “other AFFO adjustments”). Adjustments for joint ventures are calculated to reflect our pro rata share of both our consolidated and unconsolidated joint ventures. We reflect our share of AFFO for unconsolidated joint ventures by applying our actual ownership percentage for the period to the applicable reconciling items on an entity by entity basis. We reflect our share for consolidated joint ventures in which we do not own 100% of the equity by adjusting our AFFO to remove the third party ownership share of the applicable reconciling items based on actual ownership percentage for the applicable periods (reported in “other AFFO adjustments”). See FFO for further disclosure regarding our use of pro rata share information and its limitations. We believe AFFO is an alternative run-rate earnings measure that improves the understanding of our operating results among investors and makes comparisons with: (i) expected results, (ii) results of previous periods, and (iii) results among REITs more meaningful. AFFO does not represent cash generated from operating activities determined in accordance with GAAP and is not necessarily indicative of cash available to fund cash needs as it excludes the following items which generally flow through our cash flows from operating activities: (i) adjustments for changes in working capital or the actual timing of the payment of income or expense items that are accrued in the period, (ii) transaction-related costs, (iii) litigation settlement expenses, and (iv) restructuring and severance-related charges. Furthermore, AFFO is adjusted for recurring capital expenditures, which are generally not considered when determining cash flows from operations or liquidity. Other REITs or real estate companies may use different methodologies for calculating AFFO, and accordingly, our AFFO may not be comparable to those reported by other REITs. Management believes AFFO provides a meaningful supplemental measure of our performance and is frequently used by analysts, investors, and other interested parties in the evaluation of our performance as a REIT, and by presenting AFFO, we are assisting these parties in their evaluation. AFFO is a non-GAAP supplemental financial measure and should not be considered as an alternative to net income (loss) determined in accordance with GAAP and should only be considered together with and as a supplement to our financial information prepared in accordance with GAAP.
Consolidated Debt The carrying amount of bank line of credit, commercial paper, term loans, senior unsecured notes, and mortgage debt, as reported in our consolidated financial statements.
Consolidated Gross Assets The carrying amount of total assets, excluding investments in and advances to our unconsolidated JVs, after adding back accumulated depreciation and amortization, as reported in our consolidated financial statements. Consolidated Gross Assets is a supplemental measure of our financial position, which, when used in conjunction with debt-related measures, enables both management and investors to analyze our leverage and to compare our leverage to that of other companies.
Consolidated Secured Debt Mortgage and other debt secured by real estate, as reported in our consolidated financial statements.
Continuing Care Retirement Community (“CCRC”) A senior housing facility which provides at least three levels of care (i.e., independent living, assisted living and skilled nursing).
Debt Investments Loans secured by a direct interest in real estate and mezzanine loans.
Direct Financing Lease (“DFL”) Lease for which future minimum lease payments are recorded as a receivable and the difference between the future minimum lease payments and the estimated residual values less the cost of the properties is recorded as unearned income. Unearned income is deferred and amortized to income over the lease terms to provide a constant yield.
EBITDAre and Adjusted EBITDAre EBITDAre, or EBITDA for Real Estate, is a supplemental performance measure defined by the National Association of Real Estate Investment Trusts (“Nareit”) and intended for real estate companies. It represents earnings before interest expense, income taxes, depreciation and amortization, gains or losses from sales of depreciable property (including gains or losses on change in control), and impairment charges (recoveries) related to depreciable property. Adjusted EBITDAre is defined as EBITDAre excluding other impairments (recoveries) and other losses (gains), transaction and merger-related items, prepayment costs (benefits) associated with early retirement or payment of debt, restructuring and severance-related charges, litigation costs (recoveries), casualty-related charges (recoveries), stock-based compensation amortization expense, and foreign currency remeasurement losses (gains), adjusted to reflect the impact of transactions that closed during the period as if the transactions were completed at the beginning of the period. EBITDAre and Adjusted EBITDAre include our pro rata share of our unconsolidated JVs presented on the same basis. We consider EBITDAre and Adjusted EBITDAre important supplemental measures to net income (loss) because they provide an additional manner in which to evaluate our operating performance and serve as additional indicators of our ability to service our debt obligations. Net income (loss) is the most directly comparable U.S. generally accepted accounting principles (“GAAP”) measure to EBITDAre and Adjusted EBITDAre.
Enterprise Debt Consolidated Debt plus our pro rata share of total debt from our unconsolidated JVs. Enterprise Debt is a supplemental measure of our financial position, which enables both management and investors to analyze our leverage and to compare our leverage to that of other companies. Our pro rata share of total debt from our unconsolidated JVs is not intended to reflect our actual liability or ability to access assets should there be a default under any or all such loans or a liquidation of the JVs.
Enterprise Gross Assets Consolidated Gross Assets plus our pro rata share of total gross assets from our unconsolidated JVs, after adding back accumulated depreciation and amortization. Enterprise Gross Assets is a supplemental measure of our financial position, which, when used
in conjunction with debt-related measures, enables both management and investors to analyze our leverage and to compare our leverage to that of other companies.
Enterprise Secured Debt Consolidated Secured Debt plus our pro rata share of mortgage debt from our unconsolidated JVs. Enterprise Secured Debt is a supplemental measure of our financial position, which enables both management and investors to analyze our leverage and to compare our leverage to that of other companies. Our pro rata share of Enterprise Secured Debt from our unconsolidated JVs is not intended to reflect our actual liability or ability to access assets should there be a default under any or all such loans or a liquidation of the JVs.
Entrance Fees Certain of our CCRC communities have residency agreements which require the resident to pay an upfront entrance fee prior to taking occupancy at the community. For net income, NOI, Adjusted NOI, Nareit FFO, FFO as Adjusted, and AFFO, the non-refundable portion of the entrance fee is recorded as deferred entrance fee revenue and amortized over the estimated stay of the resident based on an actuarial valuation. The refundable portion of a resident’s entrance fee is generally refundable within a certain number of months or days following contract termination or upon the sale of the unit. All refundable amounts due to residents at any time in the future are classified as liabilities.
Financial Leverage Enterprise Debt divided by Enterprise Gross Assets. Financial Leverage is a supplemental measure of our financial position, which enables both management and investors to analyze our leverage and to compare our leverage to that of other companies. Our pro rata share information is calculated by applying our actual ownership percentage for the period and excludes debt funded by us to our JVs. Our pro rata share of total debt from our unconsolidated JVs is not intended to reflect our actual liability or ability to access assets should there be a default under any or all such loans or a liquidation of the JVs.
Fixed Charges Total interest expense plus capitalized interest plus preferred stock dividends (if applicable). Fixed Charges also includes our pro rata share of the interest expense plus capitalized interest plus preferred stock dividends (if applicable) of our unconsolidated JVs. Fixed Charges is a supplemental measure of our interest payments on outstanding debt and dividends to preferred stockholders for purposes of presenting Fixed Charge Coverage and Adjusted Fixed Charge Coverage. Fixed Charges is subject to limitations and qualifications, as, among other things, it does not include all contractual obligations.
Funds From Operations (“Nareit FFO”) and FFO as Adjusted FFO encompasses Nareit FFO and FFO as Adjusted, each of which is described in detail below. We believe FFO applicable to common shares, diluted FFO applicable to common shares, and diluted FFO per common share are important supplemental non-GAAP measures of operating performance for a REIT. Because the historical cost accounting convention used for real estate assets utilizes straight-line depreciation (except on land), such accounting presentation implies that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen and fallen with market conditions, presentations of operating results for a REIT that use historical cost accounting for depreciation could be less informative. The term FFO was designed by the REIT industry to address this issue.
Nareit FFO. FFO, as defined by the National Association of Real Estate Investment Trusts (“Nareit”), is net income (loss) applicable to common shares (computed in accordance with GAAP), excluding gains or losses from sales of depreciable property, including any current and deferred taxes directly associated with sales of depreciable property, impairments of, or related to, depreciable real estate, plus real estate and other real estate-related depreciation and amortization, and adjustments to compute our share of Nareit FFO and FFO as Adjusted (see below) from joint ventures. Adjustments for joint ventures are calculated to reflect our pro rata share of both our consolidated and unconsolidated joint ventures. We reflect our share of Nareit FFO for unconsolidated joint ventures by applying our actual ownership percentage for the period to the applicable reconciling items on an entity by entity basis. For consolidated joint ventures in which we do not own 100%, we reflect our share of the equity by adjusting our Nareit FFO to remove the third party ownership share of the applicable reconciling items based on actual ownership percentage for the applicable periods. Our pro rata share information is prepared on a basis consistent with the comparable consolidated amounts, is intended to reflect our proportionate economic interest in the operating results of properties in our portfolio and is calculated by applying our actual ownership percentage for the period. We do not control the unconsolidated joint ventures, and the pro rata presentations of reconciling items included in Nareit FFO do not represent our legal claim to such items. The joint venture members or partners are entitled to profit or loss allocations and distributions of cash flows according to the joint venture agreements, which provide for such allocations generally according to their invested capital.
The presentation of pro rata information has limitations, which include, but are not limited to, the following: (i) the amounts shown on the individual line items were derived by applying our overall economic ownership interest percentage determined when applying the equity method of accounting and do not necessarily represent our legal claim to the assets and liabilities, or the revenues and expenses and (ii) other companies in our industry may calculate their pro rata interest differently, limiting the usefulness as a comparative measure. Because of these limitations, the pro rata financial information should not be considered independently or as a substitute for our financial statements as reported under GAAP. We compensate for these limitations by relying primarily on our GAAP financial statements, using the pro rata financial information as a supplement.
Nareit FFO does not represent cash generated from operating activities in accordance with GAAP, is not necessarily indicative of cash available to fund cash needs and should not be considered an alternative to net income (loss). We compute Nareit FFO in accordance with the current Nareit definition; however, other REITs may report Nareit FFO differently or have a different interpretation of the current Nareit definition from ours.
FFO as Adjusted. In addition, we present Nareit FFO on an adjusted basis before the impact of non-comparable items including, but not limited to, transaction and merger-related items, other impairments (recoveries) and other losses (gains), restructuring and severance-related charges, prepayment costs (benefits) associated with early retirement or payment of debt, litigation costs (recoveries), casualty-related charges (recoveries), deferred tax asset valuation allowances, and changes in tax legislation (“FFO as Adjusted”). These adjustments are net of tax, when applicable. Transaction and merger-related items include transaction expenses and gains/charges incurred as a result of mergers and acquisitions and lease amendment or termination activities. Prepayment costs (benefits) associated with early retirement of debt include the write-off of unamortized deferred financing fees, or additional costs, expenses, discounts, make-whole payments, penalties or premiums incurred as a result of early retirement or payment of debt. Other impairments (recoveries) and other losses (gains) include interest income associated with early and partial repayments of loans receivable and other losses or gains associated with non-depreciable assets including goodwill, DFLs, undeveloped land parcels, and loans receivable. Management believes that FFO as Adjusted provides a meaningful supplemental measurement of our FFO run-rate and is frequently used by analysts, investors, and other interested parties in the evaluation of our performance as a REIT. At
the same time that Nareit created and defined its FFO measure for the REIT industry, it also recognized that “management of each of its member companies has the responsibility and authority to publish financial information that it regards as useful to the financial community.” We believe stockholders, potential investors, and financial analysts who review our operating performance are best served by an FFO run-rate earnings measure that includes certain other adjustments to net income (loss), in addition to adjustments made to arrive at the Nareit defined measure of FFO. FFO as Adjusted is used by management in analyzing our business and the performance of our properties and we believe it is important that stockholders, potential investors, and financial analysts understand this measure used by management. We use FFO as Adjusted to: (i) evaluate our performance in comparison with expected results and results of previous periods, relative to resource allocation decisions, (ii) evaluate the performance of our management, (iii) budget and forecast future results to assist in the allocation of resources, (iv) assess our performance as compared with similar real estate companies and the industry in general, and (v) evaluate how a specific potential investment will impact our future results. Other REITs or real estate companies may use different methodologies for calculating an adjusted FFO measure, and accordingly, our FFO as Adjusted may not be comparable to those reported by other REITs.
Investment and Portfolio Investment Represents: (i) the carrying amount of real estate assets and intangibles, after adding back accumulated depreciation and amortization and (ii) the carrying amount of DFLs and Debt Investments. Portfolio Investment also includes our pro rata share of the real estate assets and intangibles held in our unconsolidated JVs, presented on the same basis as Investment, and excludes noncontrolling interests' pro rata share of the real estate assets and intangibles held in our consolidated JVs, presented on the same basis. Investment and Portfolio Investment exclude land held for development.
Net Debt Enterprise Debt less the carrying amount of cash and cash equivalents, restricted cash, and expected net proceeds from the future settlement of shares issued through our equity forward contracts, as reported in our consolidated financial statements and our pro rata share of cash and cash equivalents and restricted cash from our unconsolidated JVs. Consolidated Debt is the most directly comparable GAAP measure to Net Debt. Net Debt is a supplemental measure of our financial position, which enables both management and investors to analyze our leverage and to compare our leverage to that of other companies.
Net Debt to Adjusted EBITDAre Net Debt divided by Adjusted EBITDAre is a supplemental measure of our ability to decrease our debt. Because we may not be able to use our cash to reduce our debt on a dollar-for-dollar basis, this measure may have material limitations.
Net Operating Income (“NOI”) and Cash (Adjusted) NOI NOI and Adjusted NOI are non-U.S. generally accepted accounting principles (“GAAP”) supplemental financial measures used to evaluate the operating performance of real estate. NOI is defined as real estate revenues (inclusive of rental and related revenues, resident fees and services, income from direct financing leases, and government grant income and exclusive of interest income), less property level operating expenses; NOI excludes all other financial statement amounts included in net income (loss). Adjusted NOI is calculated as NOI after eliminating the effects of straight-line rents, DFL non-cash interest, amortization of market lease intangibles, termination fees, actuarial reserves for insurance claims that have been incurred but not reported, and the impact of deferred community fee income and expense. NOI and Adjusted NOI are calculated as NOI and Adjusted NOI from consolidated properties, plus our share of NOI and Adjusted NOI from unconsolidated joint ventures (calculated by applying our actual ownership percentage for the period), less noncontrolling interests’ share of NOI and Adjusted NOI from consolidated joint ventures (calculated by applying our actual ownership percentage for the period). Management utilizes its share of NOI and Adjusted NOI in assessing its performance as we have various joint ventures that contribute to its performance. We do not control our unconsolidated joint ventures, and our share of amounts from unconsolidated joint ventures do not represent our legal claim to such items. Our share of NOI and Adjusted NOI should not be considered a substitute for, and should only be considered together with and as a supplement to, our financial information presented in accordance with GAAP.
Adjusted NOI is oftentimes referred to as “Cash NOI.” Management believes NOI and Adjusted NOI are important supplemental measures because they provide relevant and useful information by reflecting only income and operating expense items that are incurred at the property level and present them on an unlevered basis. We use NOI and Adjusted NOI to make decisions about resource allocations, to assess and compare property level performance, and to evaluate our Same-Store (“SS”) performance, as described below. We believe that net income (loss) is the most directly comparable GAAP measure to NOI and Adjusted NOI. NOI and Adjusted NOI should not be viewed as alternative measures of operating performance to net income (loss) as defined by GAAP since they do not reflect various excluded items. Further, our definitions of NOI and Adjusted NOI may not be comparable to the definitions used by other REITs or real estate companies, as they may use different methodologies for calculating NOI and Adjusted NOI.
Operating expenses generally relate to leased outpatient medical and lab buildings, as well as CCRC facilities. We generally recover all or a portion of our leased outpatient medical and lab property expenses through tenant recoveries. We present expenses as operating or general and administrative based on the underlying nature of the expense.
Portfolio Adjusted NOI Portfolio Adjusted NOI is Portfolio Cash Real Estate Revenues less Portfolio Cash Operating Expenses.
Portfolio Operating Expenses and Portfolio Cash Operating Expenses Portfolio Operating Expenses and Portfolio Cash Operating Expenses are non-GAAP supplemental measures. Portfolio Operating Expenses represent property level operating expenses (which exclude transition costs). Portfolio Operating Expenses include consolidated operating expenses plus the Company's pro rata share of operating expenses from its unconsolidated JVs less noncontrolling interests' pro rata share of operating expenses from consolidated JVs. Portfolio Cash Operating Expenses represent Portfolio Operating Expenses after eliminating the effects of straight-line rents, lease termination fees, actuarial reserves for insurance claims that have been incurred but not reported, and the impact of deferred community fee expense.
Portfolio Income Cash (Adjusted) NOI plus interest income plus our pro rata share of Cash (Adjusted) NOI from our unconsolidated JVs less noncontrolling interests' pro rata share of Cash (Adjusted) NOI from consolidated JVs. Management believes that Portfolio Income is an important supplemental measure because it provides relevant and useful information regarding our performance; specifically, it is a measure of our property level profitability of the Company inclusive of interest income. Management believes that net income (loss) is the most directly comparable GAAP measure to Portfolio Income. Portfolio Income should not be viewed as an alternative measure of operating performance to net income (loss) as defined by GAAP since it does not reflect various excluded items.
Portfolio Real Estate Revenues and Portfolio Cash Real Estate Revenues Portfolio Real Estate Revenues and Portfolio Cash Real Estate Revenues are non-GAAP supplemental measures. Portfolio Real Estate Revenues include rental related revenues, resident fees and services, income from DFLs, and government grant income which is included in Other income (expense), net in our Consolidated Statement of Operations. Portfolio Real Estate Revenues include the Company's pro rata share from unconsolidated JVs presented on the same basis and exclude
noncontrolling interests' pro rata share from consolidated JVs presented on the same basis. Portfolio Cash Real Estate Revenues include Portfolio Real Estate Revenues after eliminating the effects of straight-line rents, DFL non-cash interest, amortization of market lease intangibles, lease termination fees, and the impact of deferred community fee income.
Projected Stabilized Yield Projected Cash (Adjusted) NOI at Stabilization divided by the expected total development costs. Management considers Projected Stabilized Yield a useful metric for investors as it helps provide context to the expected effects that development projects will have on the Company’s future performance once stabilized.
REVPOR The 3-month average Cash Real Estate Revenues per occupied unit for the most recent period available. REVPOR excludes newly completed assets under lease-up, assets sold, acquired or converted to a new operating structure during the relevant period, assets in redevelopment, assets that are held for sale, and assets that experienced a casualty event that significantly impacted operations. REVPOR cannot be derived from the information presented for the Other portfolio as units reflect 100% of the unit capacities for unconsolidated JVs and revenue is at the Company's pro rata share. All facility occupancy data was derived solely from information provided by operators without independent verification by us. REVPOR relates to our Other non-reportable segment. REVPOR is a metric used to evaluate the revenue-generating capacity and profit potential of our other assets independent of fluctuating occupancy rates. It is also used in comparison against industry and competitor statistics, if known, to evaluate the quality of our other assets.
REVPOR CCRC The 3-month average Cash Real Estate Revenues per occupied unit excluding Cash NREFs for the most recent period available. REVPOR CCRC excludes newly completed assets under lease-up, assets sold, or acquired during the relevant period, assets in redevelopment, assets that are held for sale, and assets that experienced a casualty event that significantly impacted operations. All facility occupancy data was derived solely from information provided by operators without independent verification by us. REVPOR CCRC is a metric used to evaluate the revenue-generating capacity and profit potential of our CCRC assets independent of fluctuating occupancy rates. It is also used in comparison against industry and competitor statistics, if known, to evaluate the quality of our CCRC assets.
RIDEA A structure whereby a taxable REIT subsidiary is permitted to rent a healthcare facility from its parent REIT and hire an independent contractor to operate the facility.
Same-Store (“SS”) Same-Store NOI and Cash (Adjusted) NOI information allows us to evaluate the performance of our property portfolio under a consistent population by eliminating changes in the composition of our portfolio of properties, excluding properties within the other non-reportable segments. We include properties from our consolidated portfolio, as well as properties owned by our unconsolidated joint ventures in Same-Store NOI and Adjusted NOI (see NOI definition above for further discussion regarding our use of pro-rata share information and its limitations). Same-Store NOI and Adjusted NOI exclude government grant income under the CARES Act. Same-Store Adjusted NOI also excludes amortization of deferred revenue from tenant-funded improvements and certain non-property specific operating expenses that are allocated to each operating segment on a consolidated basis. Properties are included in Same-Store once they are stabilized for the full period in both comparison periods. Newly acquired operating assets are generally considered stabilized at the earlier of lease-up (typically when the tenant(s) control(s) the physical use of at least 80% of the space and rental payments have commenced) or 12 months from the acquisition date. Newly completed developments and redevelopments are considered stabilized at the earlier of lease-up or 24 months from the date the property is placed in service. Properties that experience a change in reporting structure are considered stabilized after 12 months in operations under a consistent reporting structure. A property is removed from Same-Store when it is classified as held for sale, sold, placed into redevelopment, experiences a casualty event that significantly impacts operations, a change in reporting structure or operator transition has been agreed to, or a significant tenant relocates from a Same-Store property to a non Same-Store property and that change results in a corresponding increase in revenue. We do not report Same-Store metrics for our other non-reportable segments.
Secured Debt Ratio Enterprise Secured Debt divided by Enterprise Gross Assets. Secured Debt Ratio is a supplemental measure of our financial position, which enables both management and investors to analyze our leverage and to compare our leverage to that of other companies. Our pro rata share information is calculated by applying our actual ownership percentage for the period and excludes debt funded by us to our JVs. Our pro rata share of Total Secured Debt from our unconsolidated JVs is not intended to reflect our actual liability or ability to access assets should there be a default under any or all such loans or a liquidation of the JVs.
Segments The Company’s diverse portfolio is comprised of investments in the following reportable healthcare segments: (i) lab; (ii) outpatient medical; and (iii) continuing care retirement community (“CCRC”).
Share of Consolidated Joint Ventures ("JVs") Noncontrolling interests' pro rata share information is prepared by applying noncontrolling interests' actual ownership percentage for the period and is intended to reflect noncontrolling interests' proportionate economic interest in the financial position and operating results of properties in our portfolio.
Share of Unconsolidated Joint Ventures ("JVs") Our pro rata share information is prepared by applying our actual ownership percentage for the period and is intended to reflect our proportionate economic interest in the financial position and operating results of properties in our portfolio.
Stabilized / Stabilization Newly acquired operating assets are generally considered Stabilized at the earlier of lease-up (typically when the tenant(s) control(s) the physical use of at least 80% of the space and rental payments have commenced) or 12 months from the acquisition date. Newly completed developments and redevelopments are considered Stabilized at the earlier of lease-up or 24 months from the date the property is placed in service. Properties that experience a change in reporting structure are considered Stabilized after 12 months in operations under a consistent reporting structure.
In thousands, except per share data
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| Three Months Ended
December 31, | | Year Ended
December 31, |
| | 2023 | | 2022 | | 2023 | | 2022 |
| Net income (loss) applicable to common shares | $ | 70,787 | | | $ | 6,388 | | | $ | 304,284 | | | $ | 497,792 | |
| Real estate related depreciation and amortization | 188,544 | | | 179,157 | | | 749,901 | | | 710,569 | |
| Healthpeak’s share of real estate related depreciation and amortization from unconsolidated joint ventures | 6,723 | | | 8,642 | | | 24,800 | | | 27,691 | |
| Noncontrolling interests’ share of real estate related depreciation and amortization | (4,610) | | | (4,709) | | | (18,654) | | | (19,201) | |
| | | | | | | |
| Loss (gain) on sales of depreciable real estate, net | — | | | 986 | | | (86,463) | | | (10,422) | |
| Healthpeak’s share of loss (gain) on sales of depreciable real estate, net, from unconsolidated joint ventures | — | | | 45 | | | — | | | 134 | |
| Noncontrolling interests’ share of gain (loss) on sales of depreciable real estate, net | — | | | — | | | 11,546 | | | 12 | |
Loss (gain) upon change of control, net(1) | — | | | — | | | (234) | | | (311,438) | |
| Taxes associated with real estate dispositions | — | | | — | | | — | | | 29 | |
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| | | | | | | |
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| Nareit FFO applicable to common shares | 261,444 | | | 190,509 | | | 985,180 | | | 895,166 | |
| Distributions on dilutive convertible units and other | 2,366 | | | 1,649 | | | 9,394 | | | 9,407 | |
| Diluted Nareit FFO applicable to common shares | $ | 263,810 | | | $ | 192,158 | | | $ | 994,574 | | | $ | 904,573 | |
| | | | | | | |
| Weighted average shares outstanding - diluted Nareit FFO | 554,635 | | | 543,879 | | | 554,559 | | | 546,462 | |
| | | | | | | |
| Impact of adjustments to Nareit FFO: | | | | | | | |
Transaction and merger-related items(2) | $ | 10,842 | | | $ | 3,215 | | | $ | 13,835 | | | $ | 4,788 | |
Other impairments (recoveries) and other losses (gains), net(3) | (4,407) | | | 9,702 | | | (3,850) | | | 3,829 | |
Restructuring and severance-related charges(4) | — | | | 32,749 | | | 1,368 | | | 32,749 | |
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Casualty-related charges (recoveries), net(5) | (3,424) | | | 298 | | | (4,033) | | | 4,401 | |
| | | | | | | |
Recognition (reversal) of valuation allowance on deferred tax assets(6) | (14,194) | | | — | | | (14,194) | | | — | |
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| Total adjustments | (11,183) | | | 45,964 | | | (6,874) | | | 45,767 | |
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| FFO as Adjusted applicable to common shares | 250,261 | | | 236,473 | | | 978,306 | | | 940,933 | |
| Distributions on dilutive convertible units and other | 2,378 | | | 2,271 | | | 9,402 | | | 9,326 | |
| Diluted FFO as Adjusted applicable to common shares | $ | 252,639 | | | $ | 238,744 | | | $ | 987,708 | | | $ | 950,259 | |
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| Weighted average shares outstanding - diluted FFO as Adjusted | 554,635 | | | 545,704 | | | 554,559 | | | 546,462 | |
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| FFO as Adjusted applicable to common shares | $ | 250,261 | | | $ | 236,473 | | | $ | 978,306 | | | $ | 940,933 | |
| Stock-based compensation amortization expense | 3,513 | | | 1,903 | | | 14,480 | | | 16,537 | |
| Amortization of deferred financing costs | 3,088 | | | 2,812 | | | 11,916 | | | 10,881 | |
Straight-line rents(7) | (1,677) | | | (12,346) | | | (14,387) | | | (49,183) | |
| AFFO capital expenditures | (47,332) | | | (33,407) | | | (113,596) | | | (108,510) | |
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| Deferred income taxes | 117 | | | (355) | | | (816) | | | (4,096) | |
| Amortization of above (below) market lease intangibles, net | (5,525) | | | (5,851) | | | (25,791) | | | (23,380) | |
| Other AFFO adjustments | (7,486) | | | 3,536 | | | (9,335) | | | 520 | |
| AFFO applicable to common shares | 194,959 | | | 192,765 | | | 840,777 | | | 783,702 | |
| Distributions on dilutive convertible units and other | 1,663 | | | 1,649 | | | 6,581 | | | 6,594 | |
| Diluted AFFO applicable to common shares | $ | 196,622 | | | $ | 194,414 | | | $ | 847,358 | | | $ | 790,296 | |
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| Weighted average shares outstanding - diluted AFFO | 552,810 | | | 543,879 | | | 552,734 | | | 544,637 | |
In thousands, except per share data
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended
December 31, | | Year Ended
December 31, |
| | 2023 | | 2022 | | 2023 | | 2022 |
| Diluted earnings per common share | $ | 0.13 | | | $ | 0.01 | | | $ | 0.56 | | | $ | 0.92 | |
| Depreciation and amortization | 0.35 | | | 0.34 | | | 1.37 | | | 1.33 | |
| Loss (gain) on sales of depreciable real estate, net | — | | | 0.00 | | | (0.14) | | | (0.02) | |
Loss (gain) upon change of control, net(1) | — | | | — | | | 0.00 | | | (0.57) | |
| Taxes associated with real estate dispositions | — | | | — | | | — | | | 0.00 | |
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| Diluted Nareit FFO per common share | $ | 0.48 | | | $ | 0.35 | | | $ | 1.79 | | | $ | 1.66 | |
Transaction and merger-related items(2) | 0.02 | | | 0.01 | | | 0.03 | | | 0.01 | |
Other impairments (recoveries) and other losses (gains), net(3) | (0.01) | | | 0.02 | | | (0.01) | | | 0.00 | |
Restructuring and severance-related charges(4) | — | | | 0.06 | | | 0.01 | | | 0.06 | |
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Casualty-related charges (recoveries), net(5) | (0.01) | | | 0.00 | | | (0.01) | | | 0.01 | |
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Recognition (reversal) of valuation allowance on deferred tax assets(6) | (0.02) | | | — | | | (0.03) | | | — | |
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| Diluted FFO as Adjusted per common share | $ | 0.46 | | | $ | 0.44 | | | $ | 1.78 | | | $ | 1.74 | |
| Stock-based compensation amortization expense | 0.01 | | | 0.00 | | | 0.03 | | | 0.03 | |
| Amortization of deferred financing costs | 0.01 | | | 0.01 | | | 0.02 | | | 0.02 | |
Straight-line rents(7) | 0.00 | | | (0.02) | | | (0.03) | | | (0.09) | |
| AFFO capital expenditures | (0.10) | | | (0.06) | | | (0.20) | | | (0.20) | |
| Deferred income taxes | 0.00 | | | 0.00 | | | 0.00 | | | (0.01) | |
| Amortization of above (below) market lease intangibles, net | (0.01) | | | (0.02) | | | (0.05) | | | (0.04) | |
| Other AFFO adjustments | (0.01) | | | 0.01 | | | (0.02) | | | 0.00 | |
| Diluted AFFO per common share | $ | 0.36 | | | $ | 0.36 | | | $ | 1.53 | | | $ | 1.45 | |
______________________________________
(1)The year ended December 31, 2022 includes a gain upon change of control related to the sale of a 30% interest to a sovereign wealth fund and deconsolidation of seven previously consolidated lab buildings in South San Francisco, California. The gain upon change of control is included in other income (expense), net in the Consolidated Statements of Operations.
(2)The three months and year ended December 31, 2023 include costs related to the proposed merger with Physicians Realty Trust, which are primarily comprised of legal, accounting, tax, and other costs that were incurred prior to year-end, partially offset by termination fee income associated with Graphite Bio, Inc., for which the lease terms have been modified to accelerate expiration of the lease to December 2024. Termination fee income is included in rental and related revenues on the Consolidated Statements of Operations.
(3)The three months and year ended December 31, 2022 include $7 million of charges incurred in connection with the downsizing of the Company’s corporate headquarters in Denver, Colorado, which are included in general and administrative expenses in the Consolidated Statements of Operations. The year ended December 31, 2022 also includes the following, which are included in other income (expense), net in the Consolidated Statements of Operations: (i) $14 million of expenses incurred for tenant relocation and other costs associated with the demolition of an outpatient medical building and (ii) a $23 million gain on sale of a hospital under a direct financing lease. The three months and years ended December 31, 2023 and 2022 include reserves and (recoveries) for expected loan losses recognized in impairments and loan loss reserves (recoveries), net in the Consolidated Statements of Operations.
(4)The three months and year ended December 31, 2022 include $32 million of severance-related charges associated with the departures of our former Chief Executive Officer and former Chief Legal Officer and General Counsel in the fourth quarter of 2022. These expenses are included in general and administrative expenses in the Consolidated Statements of Operations.
(5)Casualty-related charges (recoveries), net are recognized in other income (expense), net and equity income (loss) from unconsolidated joint ventures in the Consolidated Statements of Operations.
(6)In conjunction with classifying the assets related to the Callan Ridge JV as held for sale as of December 31, 2023, we concluded it was more likely than not that we would realize the future value of certain deferred tax assets generated by the net operating losses of taxable REIT subsidiaries. Accordingly, during the three months and year ended December 31, 2023, we recognized the reversal of a portion of the associated valuation allowance and recognized a corresponding income tax benefit.
(7)The year ended December 31, 2023 includes an $8.7 million write-off of straight-line rent receivable associated with Sorrento Therapeutics, Inc., which commenced voluntary reorganization proceedings under Chapter 11 of the U.S. Bankruptcy Code. This activity is reflected as a reduction of rental and related revenues in the Consolidated Statements of Operations.
Per share data
| | | | | | | | | | | | |
| Full Year 2024 | |
| Low | | High | |
| Diluted earnings per common share | $ | 0.07 | | | $ | 0.13 | | |
| Real estate related depreciation and amortization | 1.55 | | | 1.55 | | |
| Healthpeak's share of real estate related depreciation and amortization from unconsolidated joint ventures | 0.04 | | | 0.04 | | |
| Noncontrolling interests' share of real estate related depreciation and amortization | (0.02) | | | (0.02) | | |
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| | | | |
| Loss (gain) upon change of control, net | (0.12) | | | (0.12) | | |
| Taxes associated with real estate dispositions | 0.02 | | | 0.02 | | |
| Diluted Nareit FFO per common share | $ | 1.54 | | | $ | 1.60 | | |
| | | | |
| Transaction-related items | $ | 0.19 | | | $ | 0.19 | | |
| | | | |
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| Diluted FFO as Adjusted per common share | $ | 1.73 | | | $ | 1.79 | | |
| | | | |
| Stock-based compensation amortization expense | $ | 0.03 | | | $ | 0.03 | | |
| Amortization of deferred financing costs | 0.05 | | | 0.05 | | |
| Straight-line rents | (0.07) | | | (0.07) | | |
| AFFO capital expenditures | (0.18) | | | (0.18) | | |
| Amortization of above (below) market lease intangibles, net | (0.04) | | | (0.04) | | |
| | | | |
| Other AFFO adjustments | (0.02) | | | (0.02) | | |
| Diluted AFFO per common share | $ | 1.50 | | | $ | 1.56 | | |
______________________________________
(1)These 2024 outlook ranges provide a framework for metrics of Healthpeak following the merger with Physicians Realty Trust. Assumes closing date of March 1, 2024 and weighted average share count of approximately 690 million for 2024.
(2)The foregoing projections reflect management's view of current and future market conditions as of February 8, 2024 including assumptions with respect to rental rates, occupancy levels, development items, and the earnings impact of the events referenced in our earnings press release that was issued on February 8, 2024. However, these projections do not reflect the impact of unannounced future transactions, except as described herein. Our actual results may differ materially from the projections set forth above. Except as otherwise required by law, management assumes no, and hereby disclaims any, obligation to update any of the foregoing projections as a result of new information or new or future developments.
In thousands | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | December 31, 2023 |
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Consolidated total assets(1) | | | | | | | | | | | | | | | $ | 15,698,850 | |
| Investments in and advances to unconsolidated joint ventures | | | | | | | | | | | | | | | (782,853) | |
| Accumulated depreciation and amortization of real estate | | | | | | | | | | | | | | | 3,591,951 | |
| Accumulated amortization of real estate intangibles | | | | | | | | | | | | | | | 425,072 | |
| Accumulated depreciation and amortization of real estate assets held for sale | | | | | | | | | | | | | | | 5,367 | |
| Consolidated Gross Assets | | | | | | | | | | | | | | | $ | 18,938,387 | |
| Healthpeak's share of unconsolidated joint venture gross assets | | | | | | | | | | | | | | | 1,021,097 | |
| Enterprise Gross Assets | | | | | | | | | | | | | | | $ | 19,959,484 | |
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(1)Consolidated total assets represents total assets on the Consolidated Balance Sheet as of December 31, 2023 presented on page 9 within the Earnings Release and Supplemental Report for the quarter ended December 31, 2023.
In thousands
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2023 |
| Lab | | Outpatient Medical | | CCRC | | Other | | Total |
| Net real estate | $ | 7,274,944 | | | $ | 4,079,873 | | | $ | 1,673,546 | | | $ | — | | | $ | 13,028,363 | |
| Real estate assets held for sale, net | 109,725 | | | 8,080 | | | — | | | — | | | 117,805 | |
| Intangible assets, net | 73,739 | | | 112,396 | | | 128,021 | | | — | | | 314,156 | |
| Accumulated depreciation and amortization of real estate | 1,444,871 | | | 1,790,816 | | | 356,264 | | | — | | | 3,591,951 | |
| | | | | | | | | |
| Accumulated amortization of real estate intangibles | 66,713 | | | 149,702 | | | 208,657 | | | — | | | 425,072 | |
| Accumulated depreciation and amortization of real estate assets held for sale | — | | | 5,367 | | | — | | | — | | | 5,367 | |
| Healthpeak's share of unconsolidated joint venture gross real estate assets | 464,051 | | | 21,950 | | | — | | | 471,412 | | | 957,413 | |
| Fully depreciated and amortization real estate and intangibles assets | 553,037 | | | 700,469 | | | 20,949 | | | — | | | 1,274,455 | |
| Leasing commissions and other | 93,333 | | | 72,325 | | | — | | | — | | | 165,658 | |
| Debt investments | — | | | — | | | — | | | 178,547 | | | 178,547 | |
| Land held for development | (703,691) | | | (4,676) | | | — | | | — | | | (708,367) | |
| Real estate intangible liabilities, gross | (190,922) | | | (136,853) | | | — | | | — | | | (327,775) | |
| Noncontrolling interests' share of consolidated joint venture real estate and related intangibles | (5,094) | | | (383,905) | | | — | | | — | | | (388,999) | |
| Portfolio Investment | $ | 9,180,706 | | | $ | 6,415,544 | | | $ | 2,387,437 | | | $ | 649,959 | | | $ | 18,633,646 | |
In thousands
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | |
| December 31,
2022 | | March 31,
2023 | | June 30,
2023 | | September 30,
2023 | | December 31,
2023 | |
| Lab | $ | 207,952 | | | $ | 205,464 | | | $ | 223,306 | | | $ | 226,059 | | | $ | 223,497 | | |
| Outpatient Medical | 184,293 | | | 186,967 | | | 186,661 | | | 191,016 | | | 188,835 | | |
| CCRC | 125,873 | | | 127,084 | | | 130,184 | | | 133,808 | | | 136,341 | | |
| Other | 6,350 | | | 6,163 | | | 5,279 | | | 5,360 | | | 4,979 | | |
| Corporate Non-segment | — | | | — | | | — | | | — | | | — | | |
| | | | | | | | | | |
| | | | | | | | | | |
| Total revenues | $ | 524,468 | | | $ | 525,678 | | | $ | 545,430 | | | $ | 556,243 | | | $ | 553,652 | | |
| Lab | — | | | — | | | — | | | — | | | — | | |
| Outpatient Medical | — | | | — | | | — | | | — | | | — | | |
| CCRC | — | | | 137 | | | 47 | | | — | | | — | | |
| Other | — | | | — | | | — | | | — | | | — | | |
| Corporate Non-segment | — | | | — | | | — | | | — | | | — | | |
| | | | | | | | | | |
| | | | | | | | | | |
| Government grant income | $ | — | | | $ | 137 | | | $ | 47 | | | $ | — | | | $ | — | | |
| Lab | — | | | — | | | — | | | — | | | — | | |
| Outpatient Medical | — | | | — | | | — | | | — | | | — | | |
| CCRC | — | | | — | | | — | | | — | | | — | | |
| Other | (6,350) | | | (6,163) | | | (5,279) | | | (5,360) | | | (4,979) | | |
| Corporate Non-segment | — | | | — | | | — | | | — | | | — | | |
| | | | | | | | | | |
| | | | | | | | | | |
| Less: Interest income | $ | (6,350) | | | $ | (6,163) | | | $ | (5,279) | | | $ | (5,360) | | | $ | (4,979) | | |
| Lab | 4,285 | | | 2,165 | | | 1,928 | | | 2,425 | | | 3,406 | | |
| Outpatient Medical | 750 | | | 745 | | | 754 | | | 746 | | | 788 | | |
| CCRC | — | | | — | | | — | | | — | | | — | | |
| Other | 18,969 | | | 20,346 | | | 20,261 | | | 20,572 | | | 21,247 | | |
| Corporate Non-segment | — | | | — | | | — | | | — | | | — | | |
| | | | | | | | | | |
| | | | | | | | | | |
| Healthpeak's share of unconsolidated joint venture real estate revenues | $ | 24,004 | | | $ | 23,256 | | | $ | 22,943 | | | $ | 23,743 | | | $ | 25,441 | | |
| Lab | — | | | — | | | — | | | — | | | — | | |
| Outpatient Medical | — | | | — | | | — | | | — | | | — | | |
| CCRC | 47 | | | — | | | — | | | — | | | — | | |
| Other | — | | | 228 | | | — | | | — | | | 1 | | |
| Corporate Non-segment | — | | | — | | | — | | | — | | | — | | |
| | | | | | | | | | |
| | | | | | | | | | |
| Healthpeak's share of unconsolidated joint venture government grant income | $ | 47 | | | $ | 228 | | | $ | — | | | $ | — | | | $ | 1 | | |
| Lab | (94) | | | (143) | | | (151) | | | (154) | | | (171) | | |
| Outpatient Medical | (8,986) | | | (8,963) | | | (8,665) | | | (8,735) | | | (8,710) | | |
| CCRC | — | | | — | | | — | | | — | | | — | | |
| Other | — | | | — | | | — | | | — | | | — | | |
| Corporate Non-segment | — | | | — | | | — | | | — | | | — | | |
| | | | | | | | | | |
| | | | | | | | | | |
| Noncontrolling interests' share of consolidated joint venture real estate revenues | $ | (9,080) | | | $ | (9,106) | | | $ | (8,816) | | | $ | (8,889) | | | $ | (8,881) | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| Lab | 212,143 | | | 207,486 | | | 225,083 | | | 228,330 | | | 226,732 | | |
| Outpatient Medical | 176,057 | | | 178,749 | | | 178,749 | | | 183,027 | | | 180,913 | | |
| CCRC | 125,920 | | | 127,221 | | | 130,231 | | | 133,808 | | | 136,341 | | |
| Other | 18,969 | | | 20,574 | | | 20,261 | | | 20,572 | | | 21,248 | | |
| Corporate Non-segment | — | | | — | | | — | | | — | | | — | | |
| | | | | | | | | | |
| | | | | | | | | | |
| Portfolio Real Estate Revenues | $ | 533,089 | | | $ | 534,030 | | | $ | 554,324 | | | $ | 565,737 | | | $ | 565,234 | | |
Continued
In thousands
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended |
| December 31,
2022 | | March 31,
2023 | | June 30,
2023 | | September 30,
2023 | | December 31,
2023 |
| Lab | (11,786) | | | (842) | | | (14,950) | | | (9,477) | | | (10,296) | |
| Outpatient Medical | (5,631) | | | (4,470) | | | (4,685) | | | (4,223) | | | (3,612) | |
| CCRC | — | | | — | | | — | | | — | | | (1) | |
| Other | 55 | | | (8) | | | 17 | | | (5) | | | (81) | |
| Corporate Non-segment | — | | | — | | | — | | | — | | | — | |
| | | | | | | | | |
| | | | | | | | | |
| Non-cash adjustments to Portfolio Real Estate Revenues | $ | (17,362) | | | $ | (5,320) | | | $ | (19,618) | | | $ | (13,705) | | | $ | (13,990) | |
| Lab | 200,357 | | | 206,644 | | | 210,133 | | | 218,854 | | | 216,436 | |
| Outpatient Medical | 170,426 | | | 174,279 | | | 174,064 | | | 178,804 | | | 177,301 | |
| CCRC | 125,920 | | | 127,221 | | | 130,231 | | | 133,808 | | | 136,340 | |
| Other | 19,024 | | | 20,566 | | | 20,278 | | | 20,567 | | | 21,167 | |
| Corporate Non-segment | — | | | — | | | — | | | — | | | — | |
| | | | | | | | | |
| | | | | | | | | |
| Portfolio Cash Real Estate Revenues | $ | 515,727 | | | $ | 528,710 | | | $ | 534,706 | | | $ | 552,033 | | | $ | 551,244 | |
| Lab | 11,786 | | | 842 | | | 14,950 | | | 9,477 | | | 10,296 | |
| Outpatient Medical | 5,631 | | | 4,470 | | | 4,685 | | | 4,223 | | | 3,612 | |
| CCRC | — | | | — | | | — | | | — | | | 1 | |
| Other | (55) | | | 8 | | | (17) | | | 5 | | | 81 | |
| Corporate Non-segment | — | | | — | | | — | | | — | | | — | |
| | | | | | | | | |
| | | | | | | | | |
| Non-cash adjustments to Portfolio Real Estate Revenues | $ | 17,362 | | | $ | 5,320 | | | $ | 19,618 | | | $ | 13,705 | | | $ | 13,990 | |
| Lab | (34,204) | | | (30,220) | | | (44,082) | | | (50,377) | | | (54,138) | |
| Outpatient Medical | (13,711) | | | (14,912) | | | (14,233) | | | (14,255) | | | (14,362) | |
| CCRC | (47) | | | (138) | | | (232) | | | (205) | | | (258) | |
| Other | (18,969) | | | (20,574) | | | (20,261) | | | (20,572) | | | (21,248) | |
| Corporate Non-segment | — | | | — | | | — | | | — | | | — | |
| | | | | | | | | |
| | | | | | | | | |
| Non-SS Portfolio Real Estate Revenues | $ | (66,931) | | | $ | (65,844) | | | $ | (78,808) | | | $ | (85,409) | | | $ | (90,006) | |
| Lab | 177,939 | | | 177,266 | | | 181,001 | | | 177,954 | | | 172,594 | |
| Outpatient Medical | 162,346 | | | 163,837 | | | 164,516 | | | 168,772 | | | 166,551 | |
| CCRC | 125,873 | | | 127,083 | | | 129,999 | | | 133,603 | | | 136,083 | |
| Other | — | | | — | | | — | | | — | | | — | |
| Corporate Non-segment | — | | | — | | | — | | | — | | | — | |
| | | | | | | | | |
| | | | | | | | | |
Portfolio Real Estate Revenue - SS(1) | $ | 466,158 | | | $ | 468,186 | | | $ | 475,516 | | | $ | 480,329 | | | $ | 475,228 | |
| Lab | (11,492) | | | (5,696) | | | (12,206) | | | (5,549) | | | (3,329) | |
| Outpatient Medical | (5,346) | | | (4,268) | | | (4,356) | | | (3,953) | | | (3,397) | |
| CCRC | — | | | 1 | | | — | | | — | | | — | |
| Other | — | | | — | | | — | | | — | | | — | |
| Corporate Non-segment | — | | | — | | | — | | | — | | | — | |
| | | | | | | | | |
| | | | | | | | | |
| Non-cash adjustment to SS Portfolio Real Estate Revenues | $ | (16,838) | | | $ | (9,963) | | | $ | (16,562) | | | $ | (9,502) | | | $ | (6,726) | |
| Lab | 166,447 | | | 171,570 | | | 168,795 | | | 172,405 | | | 169,265 | |
| Outpatient Medical | 157,000 | | | 159,569 | | | 160,160 | | | 164,819 | | | 163,154 | |
| CCRC | 125,873 | | | 127,084 | | | 129,999 | | | 133,603 | | | 136,083 | |
| Other | — | | | — | | | — | | | — | | | — | |
| Corporate Non-segment | — | | | — | | | — | | | — | | | — | |
| | | | | | | | | |
| | | | | | | | | |
Portfolio Cash Real Estate Revenue - SS(1) | $ | 449,320 | | | $ | 458,223 | | | $ | 458,954 | | | $ | 470,827 | | | $ | 468,502 | |
In thousands
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | |
| December 31,
2022 | | March 31,
2023 | | June 30,
2023 | | September 30,
2023 | | December 31,
2023 | |
| Lab | $ | 56,346 | | | $ | 57,566 | | | $ | 54,832 | | | $ | 60,268 | | | $ | 56,964 | | |
| Outpatient Medical | 64,036 | | | 64,398 | | | 65,350 | | | 67,693 | | | 65,691 | | |
| CCRC | 100,110 | | | 101,124 | | | 101,655 | | | 104,773 | | | 105,920 | | |
| Other | — | | | — | | | — | | | — | | | — | | |
| Corporate Non-segment | — | | | — | | | — | | | — | | | (4,174) | | |
| | | | | | | | | | |
| | | | | | | | | | |
| Operating expenses | $ | 220,492 | | | $ | 223,088 | | | $ | 221,837 | | | $ | 232,734 | | | $ | 224,401 | | |
| Lab | 1,140 | | | 1,182 | | | 848 | | | 958 | | | 1,104 | | |
| Outpatient Medical | 265 | | | 305 | | | 288 | | | 301 | | | 295 | | |
| CCRC | — | | | — | | | — | | | — | | | — | | |
| Other | 14,828 | | | 15,006 | | | 14,618 | | | 15,439 | | | 15,748 | | |
| Corporate Non-segment | — | | | — | | | — | | | — | | | — | | |
| | | | | | | | | | |
| | | | | | | | | | |
| Healthpeak's share of unconsolidated joint venture operating expenses | $ | 16,233 | | | $ | 16,493 | | | $ | 15,754 | | | $ | 16,698 | | | $ | 17,147 | | |
| Lab | (28) | | | (40) | | | (35) | | | (33) | | | (48) | | |
| Outpatient Medical | (2,431) | | | (2,595) | | | (2,409) | | | (2,474) | | | (2,443) | | |
| CCRC | — | | | — | | | — | | | — | | | — | | |
| Other | — | | | — | | | — | | | — | | | — | | |
| Corporate Non-segment | — | | | — | | | — | | | — | | | — | | |
| | | | | | | | | | |
| | | | | | | | | | |
| Noncontrolling interests' share of consolidated joint venture operating expenses | $ | (2,459) | | | $ | (2,635) | | | $ | (2,444) | | | $ | (2,507) | | | $ | (2,491) | | |
| Lab | — | | | — | | | — | | | — | | | — | | |
| Outpatient Medical | — | | | — | | | — | | | — | | | — | | |
| CCRC | — | | | — | | | — | | | — | | | — | | |
| Other | — | | | — | | | — | | | — | | | — | | |
| Corporate Non-segment | — | | | — | | | — | | | — | | | (4,174) | | |
| | | | | | | | | | |
| | | | | | | | | | |
| Non-property level operating expenses | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | (4,174) | | |
| Lab | 57,458 | | | 58,708 | | | 55,645 | | | 61,193 | | | 58,020 | | |
| Outpatient Medical | 61,870 | | | 62,108 | | | 63,229 | | | 65,520 | | | 63,543 | | |
| CCRC | 100,110 | | | 101,124 | | | 101,655 | | | 104,773 | | | 105,920 | | |
| Other | 14,828 | | | 15,006 | | | 14,618 | | | 15,439 | | | 15,748 | | |
| Corporate Non-segment | — | | | — | | | — | | | — | | | — | | |
| | | | | | | | | | |
| | | | | | | | | | |
| Portfolio Operating Expenses | $ | 234,266 | | | $ | 236,946 | | | $ | 235,147 | | | $ | 246,925 | | | $ | 243,231 | | |
| Lab | (8) | | | (10) | | | (7) | | | 365 | | | 612 | | |
| Outpatient Medical | (692) | | | (649) | | | (677) | | | (676) | | | (675) | | |
| CCRC | (2,299) | | | (50) | | | 728 | | | — | | | 940 | | |
| Other | 8 | | | 13 | | | 27 | | | 22 | | | (505) | | |
| Corporate Non-segment | — | | | — | | | — | | | — | | | — | | |
| | | | | | | | | | |
| | | | | | | | | | |
| Non-cash adjustments to Portfolio Operating Expenses | $ | (2,991) | | | $ | (696) | | | $ | 71 | | | $ | (289) | | | $ | 372 | | |
| Lab | 57,450 | | | 58,698 | | | 55,638 | | | 61,558 | | | 58,632 | | |
| Outpatient Medical | 61,178 | | | 61,459 | | | 62,552 | | | 64,844 | | | 62,868 | | |
| CCRC | 97,811 | | | 101,074 | | | 102,383 | | | 104,773 | | | 106,860 | | |
| Other | 14,836 | | | 15,019 | | | 14,645 | | | 15,461 | | | 15,243 | | |
| Corporate Non-segment | — | | | — | | | — | | | — | | | — | | |
| | | | | | | | | | |
| | | | | | | | | | |
| Portfolio Cash Operating Expenses | $ | 231,275 | | | $ | 236,250 | | | $ | 235,218 | | | $ | 246,636 | | | $ | 243,603 | | |
Continued
In thousands
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended |
| December 31,
2022 | | March 31,
2023 | | June 30,
2023 | | September 30,
2023 | | December 31,
2023 |
| Lab | 8 | | | 10 | | | 7 | | | (365) | | | (612) | |
| Outpatient Medical | 692 | | | 649 | | | 677 | | | 676 | | | 675 | |
| CCRC | 2,299 | | | 50 | | | (728) | | | — | | | (940) | |
| Other | (8) | | | (13) | | | (27) | | | (22) | | | 505 | |
| Corporate Non-segment | — | | | — | | | — | | | — | | | — | |
| | | | | | | | | |
| | | | | | | | | |
| Non-cash adjustments to Portfolio Operating Expenses | $ | 2,991 | | | $ | 696 | | | $ | (71) | | | $ | 289 | | | $ | (372) | |
| Lab | (9,731) | | | (9,111) | | | (8,990) | | | (10,921) | | | (10,644) | |
| Outpatient Medical | (6,924) | | | (6,253) | | | (6,933) | | | (7,099) | | | (6,858) | |
| CCRC | (341) | | | (447) | | | (445) | | | (537) | | | (504) | |
| Other | (14,828) | | | (15,006) | | | (14,618) | | | (15,439) | | | (15,748) | |
| Corporate Non-segment | — | | | — | | | — | | | — | | | — | |
| | | | | | | | | |
| | | | | | | | | |
| Non-SS Portfolio Operating Expenses | $ | (31,824) | | | $ | (30,817) | | | $ | (30,986) | | | $ | (33,996) | | | $ | (33,754) | |
| Lab | 47,727 | | | 49,597 | | | 46,655 | | | 50,272 | | | 47,376 | |
| Outpatient Medical | 54,946 | | | 55,855 | | | 56,296 | | | 58,421 | | | 56,685 | |
| CCRC | 99,769 | | | 100,677 | | | 101,210 | | | 104,236 | | | 105,416 | |
| Other | — | | | — | | | — | | | — | | | — | |
| Corporate Non-segment | — | | | — | | | — | | | — | | | — | |
| | | | | | | | | |
| | | | | | | | | |
Portfolio Operating Expenses - SS(1) | $ | 202,442 | | | $ | 206,129 | | | $ | 204,161 | | | $ | 212,929 | | | $ | 209,477 | |
| Lab | (11) | | | (9) | | | (6) | | | (3) | | | (2) | |
| Outpatient Medical | (655) | | | (615) | | | (645) | | | (643) | | | (638) | |
| CCRC | (2,300) | | | (49) | | | 728 | | | — | | | 940 | |
| Other | — | | | — | | | — | | | — | | | — | |
| Corporate Non-segment | — | | | — | | | — | | | — | | | — | |
| | | | | | | | | |
| | | | | | | | | |
| Non-cash adjustment to SS Portfolio Operating Expenses | $ | (2,966) | | | $ | (673) | | | $ | 77 | | | $ | (646) | | | $ | 300 | |
| Lab | 47,716 | | | 49,588 | | | 46,649 | | | 50,269 | | | 47,374 | |
| Outpatient Medical | 54,291 | | | 55,240 | | | 55,651 | | | 57,778 | | | 56,047 | |
| CCRC | 97,469 | | | 100,628 | | | 101,938 | | | 104,236 | | | 106,356 | |
| Other | — | | | — | | | — | | | — | | | — | |
| Corporate Non-segment | — | | | — | | | — | | | — | | | — | |
| | | | | | | | | |
| | | | | | | | | |
Portfolio Cash Operating Expenses - SS(1) | $ | 199,476 | | | $ | 205,456 | | | $ | 204,238 | | | $ | 212,283 | | | $ | 209,777 | |
| | | | | | | | | | | |
| Revenue | | Operating Expenses | | | |
In thousands
| | | | | | | | | | | | | | | | | |
Year Ended
December 31, 2023 | | | Year Ended
December 31, 2023 |
| Lab | $ | 878,326 | | | | Lab | $ | 229,630 | |
| Outpatient Medical | 753,479 | | | | Outpatient Medical | 263,132 | |
| CCRC | 527,417 | | | | CCRC | 413,472 | |
| Other | 21,781 | | | | Other | — | |
| Corporate Non-segment | — | | | | Corporate Non-segment | (4,174) | |
| | | | | |
| | | | | |
| Total revenues | $ | 2,181,003 | | | | Operating expenses | $ | 902,060 | |
| Lab | — | | | | Lab | 4,092 | |
| Outpatient Medical | — | | | | Outpatient Medical | 1,189 | |
| CCRC | 184 | | | | CCRC | — | |
| Other | — | | | | Other | 60,811 | |
| Corporate Non-segment | — | | | | Corporate Non-segment | — | |
| | | | | |
| | | | | |
| Government grant income | $ | 184 | | | | Healthpeak's share of unconsolidated joint venture operating expenses | $ | 66,092 | |
| Lab | — | | | | Lab | (156) | |
| Outpatient Medical | — | | | | Outpatient Medical | (9,921) | |
| CCRC | — | | | | CCRC | — | |
| Other | (21,781) | | | | Other | — | |
| Corporate Non-segment | — | | | | Corporate Non-segment | — | |
| | | | | |
| | | | | |
| Less: Interest income | $ | (21,781) | | | | Noncontrolling interests' share of consolidated joint venture operating expenses | $ | (10,077) | |
| Lab | 9,924 | | | | Lab | — | |
| Outpatient Medical | 3,033 | | | | Outpatient Medical | — | |
| CCRC | — | | | | CCRC | — | |
| Other | 82,426 | | | | Other | — | |
| Corporate Non-segment | — | | | | Corporate Non-segment | (4,174) | |
| | | | | |
| | | | | |
| Healthpeak's share of unconsolidated joint venture real estate revenues | $ | 95,383 | | | | Non-property level operating expenses | $ | (4,174) | |
| Lab | — | | | | Lab | 233,566 | |
| Outpatient Medical | — | | | | Outpatient Medical | 254,400 | |
| CCRC | — | | | | CCRC | 413,472 | |
| Other | 229 | | | | Other | 60,811 | |
| Corporate Non-segment | — | | | | Corporate Non-segment | — | |
| | | | | |
| | | | | |
| Healthpeak's share of unconsolidated joint venture government grant income | $ | 229 | | | | Portfolio Operating Expenses | $ | 962,249 | |
| Lab | (619) | | | | Lab | 961 | |
| Outpatient Medical | (35,073) | | | | Outpatient Medical | (2,676) | |
| CCRC | — | | | | CCRC | 1,618 | |
| Other | — | | | | Other | (443) | |
| Corporate Non-segment | — | | | | Corporate Non-segment | — | |
| | | | | |
| | | | | |
| Noncontrolling interests' share of consolidated joint venture real estate revenues | $ | (35,692) | | | | Non-cash adjustments to Portfolio Operating Expenses | $ | (540) | |
| Lab | 887,631 | | | | Lab | 234,527 | |
| Outpatient Medical | 721,439 | | | | Outpatient Medical | 251,724 | |
| CCRC | 527,601 | | | | CCRC | 415,090 | |
| Other | 82,655 | | | | Other | 60,368 | |
| Corporate Non-segment | — | | | | Corporate Non-segment | — | |
| | | | | |
| | | | | |
| Portfolio Real Estate Revenues | $ | 2,219,326 | | | | Portfolio Cash Operating Expenses | $ | 961,709 | |
Continued
| | | | | | | | | | | |
| Revenue | | Operating Expenses | | | |
In thousands
| | | | | | | | | | | | | | | | | |
Year Ended
December 31, 2023 | | | Year Ended
December 31, 2023 |
| Lab | (35,563) | | | | Lab | (961) | |
| Outpatient Medical | (16,991) | | | | Outpatient Medical | 2,676 | |
| CCRC | — | | | | CCRC | (1,618) | |
| Other | (77) | | | | Other | 443 | |
| Corporate Non-segment | — | | | | Corporate Non-segment | — | |
| | | | | |
| | | | | |
| Non-cash adjustments to Portfolio Real Estate Revenues | $ | (52,631) | | | | Non-cash Portfolio Cash Operating Expenses | $ | 540 | |
| Lab | 852,068 | | | | Lab | (48,359) | |
| Outpatient Medical | 704,448 | | | | Outpatient Medical | (33,645) | |
| CCRC | 527,601 | | | | CCRC | (1,933) | |
| Other | 82,578 | | | | Other | (60,811) | |
| Corporate Non-segment | — | | | | Corporate Non-segment | — | |
| | | | | |
| | | | | |
| Portfolio Cash Real Estate Revenues | $ | 2,166,695 | | | | Non-SS Portfolio Operating Expenses | $ | (144,748) | |
| Lab | 35,563 | | | | Lab | 185,207 | |
| Outpatient Medical | 16,991 | | | | Outpatient Medical | 220,755 | |
| CCRC | — | | | | CCRC | 411,539 | |
| Other | 77 | | | | Other | — | |
| Corporate Non-segment | — | | | | Corporate Non-segment | — | |
| | | | | |
| | | | | |
| Non-cash adjustments to Portfolio Real Estate Revenues | $ | 52,631 | | | | Portfolio Operating Expenses - SS(1) | $ | 817,501 | |
| Lab | (217,316) | | | | Lab | (19) | |
| Outpatient Medical | (73,632) | | | | Outpatient Medical | (2,509) | |
| CCRC | (832) | | | | CCRC | 1,618 | |
| Other | (82,655) | | | | Other | — | |
| Corporate Non-segment | — | | | | Corporate Non-segment | — | |
| | | | | |
| | | | | |
| Non-SS Portfolio Real Estate Revenue | $ | (374,435) | | | | Non-cash adjustment to SS Portfolio Operating Expenses | $ | (910) | |
| Lab | 670,315 | | | | Lab | 185,188 | |
| Outpatient Medical | 647,807 | | | | Outpatient Medical | 218,246 | |
| CCRC | 526,769 | | | | CCRC | 413,157 | |
| Other | — | | | | Other | — | |
| Corporate Non-segment | — | | | | Corporate Non-segment | — | |
| | | | | |
| | | | | |
Portfolio Real Estate Revenue - SS(1) | $ | 1,844,891 | | | | Portfolio Cash Operating Expenses - SS(1) | $ | 816,591 | |
| Lab | (23,998) | | | | | |
| Outpatient Medical | (14,193) | | | | | |
| CCRC | — | | | | | |
| Other | — | | | | | |
| Corporate Non-segment | — | | | | | |
| | | | | |
| | | | | |
| Non-cash adjustment to SS Portfolio Real Estate Revenues | $ | (38,191) | | | | | |
| Lab | 646,317 | | | | | |
| Outpatient Medical | 633,614 | | | | | |
| CCRC | 526,769 | | | | | |
| Other | — | | | | | |
| Corporate Non-segment | — | | | | | |
| | | | | |
| | | | | |
Portfolio Cash Real Estate Revenue - SS(1) | $ | 1,806,700 | | | | | |
______________________________________(1)The property count used for Portfolio Real Estate Revenues - SS, Portfolio Cash Real Estate Revenues - SS, Portfolio Operating Expenses - SS, and Portfolio Cash Operating Expenses - SS differed for the three and twelve months ended December 31, 2023.
| | |
| Net Income to Adjusted EBITDAre |
In thousands
| | | | | | | | | | | |
| Three Months Ended
December 31, 2023 | | Twelve Months Ended
December 31, 2023 |
| Net income (loss) | $ | 75,395 | | | $ | 334,757 | |
| Interest expense | 52,784 | | | 200,331 | |
| Income tax expense (benefit) | (11,842) | | | (9,617) | |
| Depreciation and amortization | 188,544 | | | 749,901 | |
| Other depreciation and amortization | 1,168 | | | 6,269 | |
| Loss (gain) on sales of real estate | — | | | (86,463) | |
| Loss (gain) upon change of control | — | | | (234) | |
| | | |
| Share of unconsolidated JV: | | | |
| Interest expense | 834 | | | 1,987 | |
| Income tax expense (benefit) | 150 | | | 648 | |
| Depreciation and amortization | 6,723 | | | 24,800 | |
| | | |
| | | |
| EBITDAre | $ | 313,756 | | | $ | 1,222,379 | |
Transaction and merger-related items(1) | 11,202 | | | 14,300 | |
Other impairments (recoveries) and other losses (gains)(1) | (5,445) | | | (4,539) | |
| Restructuring and severance-related charges | — | | | 1,368 | |
| | | |
| | | |
Casualty-related charges (recoveries)(1) | (3,462) | | | (4,214) | |
| Stock-based compensation amortization expense | 3,513 | | | 14,480 | |
Impact of transactions closed during the period(2) | 52 | | | (3,927) | |
| Adjusted EBITDAre | $ | 319,616 | | | $ | 1,239,847 | |
| | |
| Adjusted Fixed Charge Coverage |
In thousands
| | | | | | | | | | | |
| Three Months Ended
December 31, 2023 | | Twelve Months Ended
December 31, 2023 |
| Interest expense, including unconsolidated JV interest expense at share | 53,618 | | | 202,318 | |
| Capitalized interest, including unconsolidated JV capitalized interest at share | 14,436 | | | 58,494 | |
| Fixed Charges | $ | 68,054 | | | $ | 260,812 | |
| | | |
| Adjusted Fixed Charge Coverage | 4.7x | | 4.8x |
______________________________________
(1)This amount includes the corresponding line on the Funds From Operations reconciliation on page 6 of this document excluding the related tax impact included in the adjustment for income tax expense (benefit) above. (2)Adjustment reflects the impact of transactions that closed during the period as if the transactions were completed at the beginning of the period.
| | |
| Enterprise Debt and Net Debt |
In thousands
| | | | | |
| December 31, 2023 |
| Bank line of credit and commercial paper | $ | 720,000 | |
| Term loans | 496,824 | |
| Senior unsecured notes | 5,403,378 | |
| Mortgage debt | 256,097 | |
| Consolidated Debt | $ | 6,876,299 | |
| Share of unconsolidated JV mortgage debt | 39,906 | |
| Enterprise Debt | $ | 6,916,205 | |
| Cash and cash equivalents | (117,635) | |
| Share of unconsolidated JV cash and cash equivalents | (29,243) | |
| Restricted cash | (51,388) | |
| Share of unconsolidated JV restricted cash | (8,022) | |
| |
| Net Debt | $ | 6,709,917 | |
In thousands
| | | | | |
| December 31, 2023 |
| Enterprise Debt | $ | 6,916,205 | |
| Enterprise Gross Assets | 19,959,484 | |
| Financial Leverage | 34.7% |
In thousands
| | | | | |
| December 31, 2023 |
| Mortgage debt | $ | 256,097 | |
| Share of unconsolidated JV mortgage debt | 39,906 | |
| Enterprise Secured Debt | $ | 296,003 | |
| Enterprise Gross Assets | 19,959,484 | |
| Secured Debt Ratio | 1.5% |
| | |
| Net Debt to Adjusted EBITDAre |
In thousands
| | | | | | | | | | | |
| Three Months Ended
December 31, 2023 | | Twelve Months Ended
December 31, 2023 |
| Net Debt | $ | 6,709,917 | | | $ | 6,709,917 | |
Annualized Adjusted EBITDAre(1) | 1,278,464 | | | 1,239,847 | |
| Net Debt to Adjusted EBITDAre | 5.2x | | 5.4x |
______________________________________
(1)For the three months ended, represents the current quarter Adjusted EBITDAre multiplied by a factor of four. For the twelve months ended, represents trailing twelve months Adjusted EBITDAre.
| | |
| Segment Portfolio NOI and Cash (Adjusted) NOI, Portfolio Income, and SS |
In thousands
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total Portfolio | Three Months Ended |
| | December 31,
2022 | | March 31,
2023 | | June 30,
2023 | | September 30,
2023 | | December 31,
2023 |
| Net income (loss) | $ | 10,802 | | | $ | 134,507 | | | $ | 56,199 | | | $ | 68,656 | | | $ | 75,395 | |
| (Income) loss from discontinued operations | (873) | | | — | | | — | | | — | | | — | |
| Income (loss) from continuing operations | $ | 9,929 | | | $ | 134,507 | | | $ | 56,199 | | | $ | 68,656 | | | $ | 75,395 | |
| Interest income | (6,350) | | | (6,163) | | | (5,279) | | | (5,360) | | | (4,979) | |
| Interest expense | 49,413 | | | 47,963 | | | 49,074 | | | 50,510 | | | 52,784 | |
| Depreciation and amortization | 179,157 | | | 179,225 | | | 197,573 | | | 184,559 | | | 188,544 | |
| General and administrative | 57,872 | | | 24,547 | | | 25,936 | | | 23,093 | | | 21,556 | |
| Transaction and merger-related costs | 3,217 | | | 2,425 | | | 637 | | | 36 | | | 14,417 | |
| Impairments and loan loss reserves, net | 3,326 | | | (2,213) | | | 2,607 | | | (550) | | | (5,445) | |
| (Gain) loss on sales of real estate, net | 969 | | | (81,578) | | | (4,885) | | | — | | | — | |
| | | | | | | | | |
| Other (income) expense, net | 587 | | | (772) | | | (1,955) | | | (1,481) | | | (2,600) | |
| Government grant income | — | | | 137 | | | 47 | | | — | | | — | |
| Income tax (benefit) expense | (650) | | | 302 | | | 1,136 | | | 787 | | | (11,842) | |
| Equity (income) loss from unconsolidated joint ventures | 156 | | | (1,816) | | | (2,729) | | | (2,101) | | | (3,558) | |
| Healthpeak's share of unconsolidated joint venture NOI | 7,818 | | | 6,991 | | | 7,189 | | | 7,045 | | | 8,295 | |
| Noncontrolling interests' share of consolidated joint venture NOI | (6,621) | | | (6,471) | | | (6,372) | | | (6,382) | | | (6,390) | |
| Non-property level NOI | — | | | — | | | — | | | — | | | (4,174) | |
| Portfolio NOI | $ | 298,823 | | | $ | 297,084 | | | $ | 319,178 | | | $ | 318,812 | | | $ | 322,003 | |
| Adjustments to Portfolio NOI | (14,371) | | | (4,624) | | | (19,688) | | | (13,416) | | | (14,361) | |
| Portfolio Cash (Adjusted) NOI | $ | 284,452 | | | $ | 292,460 | | | $ | 299,490 | | | $ | 305,396 | | | $ | 307,642 | |
| Interest income | 6,350 | | | 6,163 | | | 5,279 | | | 5,360 | | | 4,979 | |
| | | | | | | | | |
| Portfolio Income | $ | 290,802 | | | $ | 298,623 | | | $ | 304,769 | | | $ | 310,756 | | | $ | 312,621 | |
| Interest income | (6,350) | | | (6,163) | | | (5,279) | | | (5,360) | | | (4,979) | |
| | | | | | | | | |
| Adjustments to Portfolio NOI | 14,371 | | | 4,624 | | | 19,688 | | | 13,416 | | | 14,361 | |
| Non-SS Portfolio NOI | (35,107) | | | (35,027) | | | (47,823) | | | (51,412) | | | (56,252) | |
| SS Portfolio NOI | $ | 263,716 | | | $ | 262,057 | | | $ | 271,355 | | | $ | 267,400 | | | $ | 265,751 | |
| Non-cash adjustment to SS Portfolio NOI | (13,872) | | | (9,290) | | | (16,639) | | | (8,855) | | | (7,026) | |
| SS Portfolio Cash (Adjusted) NOI | $ | 249,844 | | | $ | 252,767 | | | $ | 254,716 | | | $ | 258,545 | | | $ | 258,725 | |
Continued
| | |
| Segment Portfolio NOI and Cash (Adjusted) NOI, Portfolio Income, and SS |
In thousands
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Lab | Three Months Ended |
| | December 31,
2022 | | March 31,
2023 | | June 30,
2023 | | September 30,
2023 | | December 31,
2023 |
| Net income (loss) | $ | 75,575 | | | $ | 133,258 | | | $ | 76,551 | | | $ | 88,337 | | | $ | 86,913 | |
| (Income) loss from discontinued operations | — | | | — | | | — | | | — | | | — | |
| Income (loss) from continuing operations | $ | 75,575 | | | $ | 133,258 | | | $ | 76,551 | | | $ | 88,337 | | | $ | 86,913 | |
| | | | | | | | | |
| | | | | | | | | |
| Depreciation and amortization | 74,697 | | | 75,582 | | | 93,235 | | | 78,646 | | | 80,886 | |
| | | | | | | | | |
| Transaction and merger-related costs | 20 | | | 158 | | | — | | | 51 | | | 124 | |
| | | | | | | | | |
| (Gain) loss on sales of real estate, net | 112 | | | (60,498) | | | — | | | — | | | — | |
| Other (income) expense, net | (7) | | | (4) | | | 2 | | | 1 | | | (6) | |
| | | | | | | | | |
| | | | | | | | | |
| Equity (income) loss from unconsolidated joint ventures | 1,209 | | | (598) | | | (1,314) | | | (1,244) | | | (1,384) | |
| Healthpeak's share of unconsolidated joint venture NOI | 3,145 | | | 983 | | | 1,080 | | | 1,467 | | | 2,302 | |
| Noncontrolling interests' share of consolidated joint venture NOI | (66) | | | (103) | | | (116) | | | (121) | | | (123) | |
| Portfolio NOI | $ | 154,685 | | | $ | 148,778 | | | $ | 169,438 | | | $ | 167,137 | | | $ | 168,712 | |
| Adjustments to Portfolio NOI | (11,778) | | | (832) | | | (14,943) | | | (9,842) | | | (10,907) | |
Portfolio Cash (Adjusted) NOI(1) | $ | 142,907 | | | $ | 147,946 | | | $ | 154,495 | | | $ | 157,295 | | | $ | 157,805 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Adjustments to Portfolio NOI | 11,778 | | | 832 | | | 14,943 | | | 9,842 | | | 10,907 | |
| Non-SS Portfolio NOI | (24,473) | | | (21,109) | | | (35,092) | | | (39,455) | | | (43,494) | |
| SS Portfolio NOI | $ | 130,212 | | | $ | 127,669 | | | $ | 134,346 | | | $ | 127,682 | | | $ | 125,218 | |
| Non-cash adjustment to SS Portfolio NOI | (11,481) | | | (5,687) | | | (12,200) | | | (5,546) | | | (3,327) | |
| SS Portfolio Cash (Adjusted) NOI | $ | 118,731 | | | $ | 121,982 | | | $ | 122,146 | | | $ | 122,136 | | | $ | 121,891 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Outpatient Medical | Three Months Ended |
| | December 31,
2022 | | March 31,
2023 | | June 30,
2023 | | September 30,
2023 | | December 31,
2023 |
| Net income (loss) | $ | 45,571 | | | $ | 71,064 | | | $ | 48,068 | | | $ | 48,906 | | | $ | 48,580 | |
| (Income) loss from discontinued operations | — | | | — | | | — | | | — | | | — | |
| Income (loss) from continuing operations | $ | 45,571 | | | $ | 71,064 | | | $ | 48,068 | | | $ | 48,906 | | | $ | 48,580 | |
| | | | | | | | | |
| Interest expense | 1,970 | | | 1,920 | | | 1,924 | | | 1,947 | | | 1,979 | |
| Depreciation and amortization | 71,983 | | | 71,158 | | | 71,722 | | | 72,736 | | | 74,067 | |
| | | | | | | | | |
| Transaction and merger-related costs | 1,087 | | | 132 | | | 16 | | | 23 | | | 949 | |
| | | | | | | | | |
| (Gain) loss on sales of real estate, net | 235 | | | (21,312) | | | — | | | — | | | — | |
| Other (income) expense, net | (354) | | | (204) | | | (235) | | | (78) | | | (2,180) | |
| | | | | | | | | |
| | | | | | | | | |
| Equity (income) loss from unconsolidated joint ventures | (235) | | | (189) | | | (184) | | | (211) | | | (251) | |
| Healthpeak's share of unconsolidated joint venture NOI | 485 | | | 440 | | | 466 | | | 445 | | | 493 | |
| Noncontrolling interests' share of consolidated joint venture NOI | (6,555) | | | (6,368) | | | (6,256) | | | (6,261) | | | (6,267) | |
| Portfolio NOI | $ | 114,187 | | | $ | 116,641 | | | $ | 115,521 | | | $ | 117,507 | | | $ | 117,370 | |
| Adjustment to Portfolio NOI | (4,939) | | | (3,821) | | | (4,008) | | | (3,547) | | | (2,938) | |
Portfolio Cash (Adjusted) NOI(1) | $ | 109,248 | | | $ | 112,820 | | | $ | 111,513 | | | $ | 113,960 | | | $ | 114,432 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Adjustment to Portfolio NOI | 4,939 | | | 3,821 | | | 4,008 | | | 3,547 | | | 2,938 | |
| Non-SS Portfolio NOI | (6,787) | | | (8,659) | | | (7,301) | | | (7,156) | | | (7,504) | |
| SS Portfolio NOI | $ | 107,400 | | | $ | 107,982 | | | $ | 108,220 | | | $ | 110,351 | | | $ | 109,866 | |
| Non-cash adjustment to SS Portfolio NOI | (4,691) | | | (3,653) | | | (3,711) | | | (3,309) | | | (2,759) | |
| SS Portfolio Cash (Adjusted) NOI | $ | 102,709 | | | $ | 104,329 | | | $ | 104,509 | | | $ | 107,042 | | | $ | 107,107 | |
Continued
| | |
| Segment Portfolio NOI and Cash (Adjusted) NOI, Portfolio Income, and SS |
In thousands
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| CCRC | Three Months Ended |
| | December 31,
2022 | | March 31,
2023 | | June 30,
2023 | | September 30,
2023 | | December 31,
2023 |
| Net income (loss) | $ | (10,097) | | | $ | (9,227) | | | $ | (5,514) | | | $ | (5,633) | | | $ | (6,213) | |
| (Income) loss from discontinued operations | — | | | — | | | — | | | — | | | — | |
| Income (loss) from continuing operations | $ | (10,097) | | | $ | (9,227) | | | $ | (5,514) | | | $ | (5,633) | | | $ | (6,213) | |
| | | | | | | | | |
| Interest expense | 1,881 | | | 1,816 | | | 1,823 | | | 1,830 | | | 1,541 | |
| Depreciation and amortization | 32,477 | | | 32,485 | | | 32,616 | | | 33,177 | | | 33,591 | |
| | | | | | | | | |
| Transaction and merger-related costs | 67 | | | 219 | | | 278 | | | (85) | | | 1,469 | |
| | | | | | | | | |
| Other (income) expense, net | 1,435 | | | 667 | | | (674) | | | (254) | | | 33 | |
| Government grant income | — | | | 137 | | | 47 | | | — | | | — | |
| | | | | | | | | |
| | | | | | | | | |
| Healthpeak's share of unconsolidated joint venture NOI | 47 | | | — | | | — | | | — | | | — | |
| | | | | | | | | |
| Portfolio NOI | $ | 25,810 | | | $ | 26,097 | | | $ | 28,576 | | | $ | 29,035 | | | $ | 30,421 | |
| Adjustments to Portfolio NOI | 2,299 | | | 50 | | | (728) | | | — | | | (940) | |
Portfolio Cash (Adjusted) NOI(1) | $ | 28,109 | | | $ | 26,147 | | | $ | 27,848 | | | $ | 29,035 | | | $ | 29,481 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Adjustments to Portfolio NOI | (2,299) | | | (50) | | | 728 | | | — | | | 940 | |
| Non-SS Portfolio NOI | 294 | | | 309 | | | 213 | | | 332 | | | 246 | |
| SS Portfolio NOI | $ | 26,104 | | | $ | 26,406 | | | $ | 28,789 | | | $ | 29,367 | | | $ | 30,667 | |
| Non-cash adjustment to SS Portfolio NOI | 2,300 | | | 50 | | | (728) | | | — | | | (940) | |
| SS Portfolio Cash (Adjusted) NOI | $ | 28,404 | | | $ | 26,456 | | | $ | 28,061 | | | $ | 29,367 | | | $ | 29,727 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Other | Three Months Ended |
| | December 31,
2022 | | March 31,
2023 | | June 30,
2023 | | September 30,
2023 | | December 31,
2023 |
| Net income (loss) | $ | 3,221 | | | $ | 9,173 | | | $ | 8,769 | | | $ | 6,503 | | | $ | 12,338 | |
| (Income) loss from discontinued operations | — | | | — | | | — | | | — | | | — | |
| Income (loss) from continuing operations | $ | 3,221 | | | $ | 9,173 | | | $ | 8,769 | | | $ | 6,503 | | | $ | 12,338 | |
| Interest income | (6,350) | | | (6,163) | | | (5,279) | | | (5,360) | | | (4,979) | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Impairments and loan loss reserves, net | 3,326 | | | (2,213) | | | 2,607 | | | (550) | | | (5,445) | |
| (Gain) loss on sales of real estate, net | 622 | | | 232 | | | (4,885) | | | — | | | — | |
| Other (income) expense, net | (1) | | | — | | | 19 | | | 53 | | | 9 | |
| | | | | | | | | |
| | | | | | | | | |
| Equity (income) loss from unconsolidated joint ventures | (818) | | | (1,029) | | | (1,231) | | | (646) | | | (1,923) | |
| Healthpeak's share of unconsolidated joint venture NOI | 4,141 | | | 5,568 | | | 5,643 | | | 5,133 | | | 5,500 | |
| | | | | | | | | |
| Portfolio NOI | $ | 4,141 | | | $ | 5,568 | | | $ | 5,643 | | | $ | 5,133 | | | $ | 5,500 | |
| Adjustment to Portfolio NOI | 47 | | | (21) | | | (9) | | | (27) | | | 424 | |
| Portfolio Cash (Adjusted) NOI | $ | 4,188 | | | $ | 5,547 | | | $ | 5,634 | | | $ | 5,106 | | | $ | 5,924 | |
| Interest income | 6,350 | | | 6,163 | | | 5,279 | | | 5,360 | | | 4,979 | |
| | | | | | | | | |
| Portfolio Income | $ | 10,538 | | | $ | 11,710 | | | $ | 10,913 | | | $ | 10,466 | | | $ | 10,903 | |
| Interest income | (6,350) | | | (6,163) | | | (5,279) | | | (5,360) | | | (4,979) | |
| | | | | | | | | |
| Adjustment to Portfolio NOI | (47) | | | 21 | | | 9 | | | 27 | | | (424) | |
| Non-SS Portfolio NOI | (4,141) | | | (5,568) | | | (5,643) | | | (5,133) | | | (5,500) | |
| SS Portfolio NOI | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
| | | | | | | | | |
| SS Portfolio Cash (Adjusted) NOI | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
Continued
| | |
| Segment Portfolio NOI and Cash (Adjusted) NOI, Portfolio Income, and SS |
In thousands
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Corporate Non-Segment | Three Months Ended |
| | December 31,
2022 | | March 31,
2023 | | June 30,
2023 | | September 30,
2023 | | December 31,
2023 |
| Net income (loss) | $ | (103,468) | | | $ | (69,761) | | | $ | (71,675) | | | $ | (69,457) | | | $ | (66,223) | |
| (Income) loss from discontinued operations | (873) | | | — | | | — | | | — | | | — | |
| Income (loss) from continuing operations | $ | (104,341) | | | $ | (69,761) | | | $ | (71,675) | | | $ | (69,457) | | | $ | (66,223) | |
| Interest expense | 45,562 | | | 44,227 | | | 45,327 | | | 46,733 | | | 49,264 | |
| | | | | | | | | |
| General and administrative | 57,872 | | | 24,547 | | | 25,936 | | | 23,093 | | | 21,556 | |
| Transaction and merger-related costs | 2,043 | | | 1,916 | | | 343 | | | 47 | | | 11,875 | |
| | | | | | | | | |
| Other (income) expense, net | (486) | | | (1,231) | | | (1,067) | | | (1,203) | | | (456) | |
| Income tax (benefit) expense | (650) | | | 302 | | | 1,136 | | | 787 | | | (11,842) | |
| Non-property level NOI | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | (4,174) | |
| Portfolio NOI | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| SS Portfolio NOI | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
| | | | | | | | | |
| SS Portfolio Cash (Adjusted) NOI | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
______________________________________
(1)Portfolio Income and Portfolio Cash (Adjusted) NOI are the same for Lab, Outpatient Medical, and CCRC for all periods presented as there is no interest income related to such segments.
| | |
| Segment Portfolio NOI and Cash (Adjusted) NOI, Portfolio Income, and SS |
In thousands
For the year ended December 31, 2023
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Lab | | Outpatient Medical | | CCRC | | Other Non-reportable | | Corporate
Non-segment | | Total |
| Net income (loss) | | $ | 385,059 | | | $ | 216,618 | | | $ | (26,587) | | | $ | 36,783 | | | $ | (277,116) | | | $ | 334,757 | |
| (Income) loss from discontinued operations | | — | | | — | | | — | | | — | | | — | | | — | |
| Income (loss) from continuing operations | | $ | 385,059 | | | $ | 216,618 | | | $ | (26,587) | | | $ | 36,783 | | | $ | (277,116) | | | $ | 334,757 | |
| Interest income | | — | | | — | | | — | | | (21,781) | | | — | | | (21,781) | |
| Interest expense | | — | | | 7,770 | | | 7,010 | | | — | | | 185,551 | | | 200,331 | |
| Depreciation and amortization | | 328,349 | | | 289,683 | | | 131,869 | | | — | | | — | | | 749,901 | |
| General and administrative | | — | | | — | | | — | | | — | | | 95,132 | | | 95,132 | |
| Transaction and merger-related costs | | 333 | | | 1,120 | | | 1,881 | | | — | | | 14,181 | | | 17,515 | |
| Impairments and loan loss reserves, net | | — | | | — | | | — | | | (5,601) | | | — | | | (5,601) | |
| (Gain) loss on sales of real estate, net | | (60,498) | | | (21,312) | | | — | | | (4,653) | | | — | | | (86,463) | |
| | | | | | | | | | | | |
| Other (income) expense, net | | (7) | | | (2,697) | | | (228) | | | 81 | | | (3,957) | | | (6,808) | |
| Government grant income | | — | | | — | | | 184 | | | — | | | — | | | 184 | |
| Income tax (benefit) expense | | — | | | — | | | — | | | — | | | (9,617) | | | (9,617) | |
| Equity (income) loss from unconsolidated joint ventures | | (4,540) | | | (835) | | | — | | | (4,829) | | | — | | | (10,204) | |
| Healthpeak's share of unconsolidated joint venture NOI | | 5,832 | | | 1,844 | | | — | | | 21,844 | | | — | | | 29,520 | |
| Noncontrolling interests' share of consolidated joint venture NOI | | (463) | | | (25,152) | | | — | | | — | | | — | | | (25,615) | |
| Non-property level NOI | | — | | | — | | | — | | | — | | | (4,174) | | | (4,174) | |
| Portfolio NOI | | $ | 654,065 | | | $ | 467,039 | | | $ | 114,129 | | | $ | 21,844 | | | $ | — | | | $ | 1,257,077 | |
| Adjustments to NOI | | (36,524) | | | (14,314) | | | (1,618) | | | 366 | | | — | | | (52,090) | |
| Portfolio Cash (Adjusted) NOI | | $ | 617,541 | | | $ | 452,725 | | | $ | 112,511 | | | $ | 22,210 | | | $ | — | | | $ | 1,204,987 | |
| Interest Income | | — | | | — | | | — | | | 21,781 | | | — | | | 21,781 | |
| | | | | | | | | | | | |
| Portfolio Income | | $ | 617,541 | | | $ | 452,725 | | | $ | 112,511 | | | $ | 43,991 | | | $ | — | | | $ | 1,226,768 | |
| Interest income | | — | | | — | | | — | | | (21,781) | | | — | | | (21,781) | |
| | | | | | | | | | | | |
| Adjustments to NOI | | 36,524 | | | 14,314 | | | 1,618 | | | (366) | | | — | | | 52,090 | |
| Non-SS Portfolio NOI | | (168,957) | | | (39,987) | | | 1,101 | | | (21,844) | | | — | | | (229,687) | |
SS Portfolio NOI(1) | | $ | 485,108 | | | $ | 427,052 | | | $ | 115,230 | | | $ | — | | | $ | — | | | $ | 1,027,390 | |
| Non-cash adjustment to SS Portfolio NOI | | (23,979) | | | (11,685) | | | (1,618) | | | — | | | — | | | (37,282) | |
SS Portfolio Cash (Adjusted) NOI(1) | | $ | 461,129 | | | $ | 415,367 | | | $ | 113,612 | | | $ | — | | | $ | — | | | $ | 990,108 | |
______________________________________
(1)The property count used for SS Portfolio NOI and SS Portfolio Cash (Adjusted) NOI differed for the three and twelve months ended December 31, 2023 and 2022.
| | |
| Segment Portfolio NOI and Cash (Adjusted) NOI, Portfolio Income, and SS |
In thousands
For the year ended December 31, 2022
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Lab | | Outpatient Medical | | CCRC | | Other Non-reportable | | Corporate Non-segment | | Total |
| Net income (loss) | | $ | 620,105 | | | $ | 208,580 | | | $ | (43,053) | | | $ | 12,524 | | | $ | (281,732) | | | $ | 516,424 | |
| (Income) loss from discontinued operations | | — | | | — | | | — | | | — | | | (2,884) | | | (2,884) | |
| Income (loss) from continuing operations | | $ | 620,105 | | | $ | 208,580 | | | $ | (43,053) | | | $ | 12,524 | | | $ | (284,616) | | | $ | 513,540 | |
| Interest income | | — | | | — | | | — | | | (23,300) | | | — | | | (23,300) | |
| Interest expense | | — | | | 6,900 | | | 7,509 | | | — | | | 158,535 | | | 172,944 | |
| Depreciation and amortization | | 302,649 | | | 279,546 | | | 128,374 | | | — | | | — | | | 710,569 | |
| General and administrative | | — | | | — | | | — | | | — | | | 131,033 | | | 131,033 | |
| Transaction and merger-related costs | | 387 | | | 1,255 | | | 725 | | | — | | | 2,486 | | | 4,853 | |
| Impairments and loan loss reserves, net | | — | | | — | | | — | | | 7,004 | | | — | | | 7,004 | |
| (Gain) loss on sales of real estate, net | | (3,744) | | | (10,659) | | | — | | | 5,325 | | | — | | | (9,078) | |
| | | | | | | | | | | | |
| Other (income) expense, net | | (311,939) | | | (12,709) | | | 1,380 | | | 13 | | | (3,013) | | | (326,268) | |
| Government grant income | | — | | | — | | | 6,765 | | | — | | | — | | | 6,765 | |
| Income tax (benefit) expense | | — | | | — | | | — | | | — | | | (4,425) | | | (4,425) | |
| Equity (income) loss from unconsolidated joint ventures | | 972 | | | (852) | | | (539) | | | (1,566) | | | — | | | (1,985) | |
| Healthpeak's share of unconsolidated joint venture NOI | | 7,038 | | | 1,821 | | | 380 | | | 16,751 | | | — | | | 25,990 | |
| Noncontrolling interests' share of consolidated joint venture NOI | | (181) | | | (25,400) | | | — | | | — | | | — | | | (25,581) | |
| Portfolio NOI | | $ | 615,287 | | | $ | 448,482 | | | $ | 101,541 | | | $ | 16,751 | | | $ | — | | | $ | 1,182,061 | |
| Adjustments to NOI | | (62,754) | | | (15,513) | | | 2,300 | | | 169 | | | — | | | (75,798) | |
| Portfolio Cash (Adjusted) NOI | | $ | 552,533 | | | $ | 432,969 | | | $ | 103,841 | | | $ | 16,920 | | | $ | — | | | $ | 1,106,263 | |
| Interest Income | | — | | | — | | | — | | | 23,300 | | | — | | | 23,300 | |
| Portfolio Income | | $ | 552,533 | | | $ | 432,969 | | | $ | 103,841 | | | $ | 40,220 | | | $ | — | | | $ | 1,129,563 | |
| Interest income | | — | | | — | | | — | | | (23,300) | | | — | | | (23,300) | |
| Adjustments to NOI | | 62,754 | | | 15,513 | | | (2,300) | | | (169) | | | — | | | 75,798 | |
| Non-SS Portfolio NOI | | (125,260) | | | (32,899) | | | (5,521) | | | (16,751) | | | — | | | (180,431) | |
SS Portfolio NOI(1) | | $ | 490,027 | | | $ | 415,583 | | | $ | 96,020 | | | $ | — | | | $ | — | | | $ | 1,001,630 | |
| Non-cash adjustment to SS Portfolio NOI | | (45,496) | | | (13,763) | | | 2,300 | | | — | | | — | | | (56,959) | |
SS Portfolio Cash (Adjusted) NOI(1) | | $ | 444,531 | | | $ | 401,820 | | | $ | 98,320 | | | $ | — | | | $ | — | | | $ | 944,671 | |
______________________________________
(1)The property count used for SS Portfolio NOI and SS Portfolio Cash (Adjusted) NOI differed for the three and twelve months ended December 31, 2023 and 2022.
| | | | |
| Healthpeak's Share of Unconsolidated Joint Venture NOI | | |
In thousands
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total Portfolio | Three Months Ended |
| December 31,
2022 | | March 31,
2023 | | June 30,
2023 | | September 30,
2023 | | December 31,
2023 |
| Equity income (loss) from unconsolidated joint ventures | $ | (156) | | | $ | 1,816 | | | $ | 2,729 | | | $ | 2,101 | | | $ | 3,558 | |
| Depreciation and amortization | 8,642 | | | 5,993 | | | 5,893 | | | 6,190 | | | 6,724 | |
| General and administrative | 167 | | | 444 | | | 249 | | | 267 | | | 199 | |
| (Gain) loss on sales of real estate, net | 45 | | | — | | | — | | | — | | | — | |
| Other (income) expense, net | (861) | | | (1,478) | | | (1,917) | | | (1,558) | | | (2,389) | |
| Income tax (benefit) expense | (19) | | | 216 | | | 235 | | | 45 | | | 203 | |
| Healthpeak's share of unconsolidated joint venture NOI | $ | 7,818 | | | $ | 6,991 | | | $ | 7,189 | | | $ | 7,045 | | | $ | 8,295 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Lab | Three Months Ended |
| December 31,
2022 | | March 31,
2023 | | June 30,
2023 | | September 30,
2023 | | December 31,
2023 |
| Equity income (loss) from unconsolidated joint ventures | $ | (1,209) | | | $ | 598 | | | $ | 1,314 | | | $ | 1,244 | | | $ | 1,384 | |
| Depreciation and amortization | 5,037 | | | 1,521 | | | 1,415 | | | 1,568 | | | 1,992 | |
| General and administrative | 160 | | | 345 | | | 209 | | | 220 | | | 134 | |
| Income tax (benefit) expense | (843) | | | (1,481) | | | (1,858) | | | (1,565) | | | (1,208) | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Healthpeak's share of unconsolidated joint venture NOI | $ | 3,145 | | | $ | 983 | | | $ | 1,080 | | | $ | 1,467 | | | $ | 2,302 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Outpatient Medical | Three Months Ended |
| December 31,
2022 | | March 31,
2023 | | June 30,
2023 | | September 30,
2023 | | December 31,
2023 |
| Equity income (loss) from unconsolidated joint ventures | $ | 235 | | | $ | 189 | | | $ | 184 | | | $ | 211 | | | $ | 251 | |
| Depreciation and amortization | 240 | | | 238 | | | 256 | | | 218 | | | 241 | |
| General and administrative | 3 | | | 7 | | | 21 | | | 15 | | | (3) | |
| | | | | | | | | |
| | | | | | | | | |
| Income tax expense (benefit) | 7 | | | 6 | | | 5 | | | 1 | | | 4 | |
| | | | | | | | | |
| Healthpeak's share of unconsolidated joint venture NOI | $ | 485 | | | $ | 440 | | | $ | 466 | | | $ | 445 | | | $ | 493 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| CCRC | Three Months Ended |
| December 31,
2022 | | March 31,
2023 | | June 30,
2023 | | September 30,
2023 | | December 31,
2023 |
| Equity income (loss) from unconsolidated joint ventures | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
| | | | | | | | | |
| | | | | | | | | |
| (Gain) loss on sales of real estate, net | 45 | | | — | | | — | | | — | | | — | |
| Other (income) expense, net | 2 | | | — | | | — | | | — | | | — | |
| | | | | | | | | |
| | | | | | | | | |
| Healthpeak's share of unconsolidated joint venture NOI | $ | 47 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Other | Three Months Ended |
| December 31,
2022 | | March 31,
2023 | | June 30,
2023 | | September 30,
2023 | | December 31,
2023 |
| Equity income (loss) from unconsolidated joint ventures | $ | 818 | | | $ | 1,029 | | | $ | 1,231 | | | $ | 646 | | | $ | 1,923 | |
| Depreciation and amortization | 3,365 | | | 4,234 | | | 4,222 | | | 4,404 | | | 4,491 | |
| General and administrative | 4 | | | 92 | | | 19 | | | 32 | | | 68 | |
| | | | | | | | | |
| Other (income) expense, net | (20) | | | 3 | | | (59) | | | 7 | | | (1,181) | |
| Income tax (benefit) expense | (26) | | | 210 | | | 230 | | | 44 | | | 199 | |
| | | | | | | | | |
| Healthpeak's share of unconsolidated joint venture NOI | $ | 4,141 | | | $ | 5,568 | | | $ | 5,643 | | | $ | 5,133 | | | $ | 5,500 | |
| | |
| Healthpeak's Share of Unconsolidated Joint Venture NOI |
In thousands
For the year ended December 31, 2023
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Lab | | Outpatient Medical | | CCRC | | Other | | Total |
| Equity income (loss) from unconsolidated joint ventures | $ | 4,540 | | | $ | 835 | | | $ | — | | | $ | 4,829 | | | $ | 10,204 | |
| Depreciation and amortization | 6,496 | | | 953 | | | — | | | 17,351 | | | 24,800 | |
| General and administrative | 908 | | | 40 | | | — | | | 211 | | | 1,159 | |
| | | | | | | | | |
| Other (income) expense, net | (6,112) | | | — | | | — | | | (1,230) | | | (7,342) | |
| Income tax (benefit) expense | — | | | 16 | | | — | | | 683 | | | 699 | |
| | | | | | | | | |
| Healthpeak's share of unconsolidated joint venture NOI | $ | 5,832 | | | $ | 1,844 | | | $ | — | | | $ | 21,844 | | | $ | 29,520 | |
For the year ended December 31, 2022
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Lab | | Outpatient Medical | | CCRC | | Other | | Total |
| Equity income (loss) from unconsolidated joint ventures | $ | (972) | | | $ | 852 | | | $ | 539 | | | $ | 1,566 | | | $ | 1,985 | |
| Depreciation and amortization | 10,282 | | | 911 | | | — | | | 16,498 | | | 27,691 | |
| General and administrative | 282 | | | 33 | | | — | | | 129 | | | 444 | |
| (Gain) loss on sales of real estate, net | — | | | (2) | | | 226 | | | — | | | 224 | |
| Other (income) expense, net | (2,554) | | | — | | | (385) | | | (1,649) | | | (4,588) | |
| Income tax (benefit) expense | — | | | 27 | | | — | | | 207 | | | 234 | |
| | | | | | | | | |
| Healthpeak's share of unconsolidated joint venture NOI | $ | 7,038 | | | $ | 1,821 | | | $ | 380 | | | $ | 16,751 | | | $ | 25,990 | |
| | |
| Noncontrolling Interests' Share of Consolidated Joint Venture NOI |
In thousands
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total Portfolio | Three Months Ended |
| December 31,
2022 | | March 31,
2023 | | June 30,
2023 | | September 30,
2023 | | December 31,
2023 |
| Income (loss) from continuing operations attributable to noncontrolling interest | $ | 4,274 | | | $ | 15,555 | | | $ | 4,300 | | | $ | 4,442 | | | $ | 4,451 | |
| (Gain) loss on sales of real estate, net | — | | | (11,546) | | | — | | | — | | | — | |
| Depreciation and amortization | 4,657 | | | 4,691 | | | 4,593 | | | 4,474 | | | 4,502 | |
| Other (income) expense, net | 69 | | | 113 | | | 40 | | | 6 | | | 23 | |
| Dividends attributable to noncontrolling interest | (2,379) | | | (2,342) | | | (2,561) | | | (2,540) | | | (2,586) | |
| Noncontrolling interests' share of consolidated joint venture NOI | $ | 6,621 | | | $ | 6,471 | | | $ | 6,372 | | | $ | 6,382 | | | $ | 6,390 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Lab | Three Months Ended |
| December 31,
2022 | | March 31,
2023 | | June 30,
2023 | | September 30,
2023 | | December 31,
2023 |
| Income (loss) from continuing operations attributable to noncontrolling interest | $ | 1,000 | | | $ | 1,483 | | | $ | 1,078 | | | $ | 1,061 | | | $ | 1,093 | |
| (Gain) loss on sales of real estate, net | — | | | (413) | | | — | | | — | | | — | |
| Depreciation and amortization | 31 | | | 37 | | | 52 | | | 52 | | | 50 | |
| Other (income) expense, net | (35) | | | (103) | | | (84) | | | (91) | | | (94) | |
| Dividends attributable to noncontrolling interest | (930) | | | (901) | | | (930) | | | (901) | | | (926) | |
| Noncontrolling interests' share of consolidated joint venture NOI | $ | 66 | | | $ | 103 | | | $ | 116 | | | $ | 121 | | | $ | 123 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Outpatient Medical | Three Months Ended |
| December 31,
2022 | | March 31,
2023 | | June 30,
2023 | | September 30,
2023 | | December 31,
2023 |
| Income (loss) from continuing operations attributable to noncontrolling interest | $ | 3,274 | | | $ | 14,072 | | | $ | 3,032 | | | $ | 3,181 | | | $ | 3,162 | |
| (Gain) loss on sales of real estate, net | — | | | (11,133) | | | — | | | — | | | — | |
| Depreciation and amortization | 4,626 | | | 4,654 | | | 4,541 | | | 4,422 | | | 4,452 | |
| Other (income) expense, net | 104 | | | 216 | | | 124 | | | 97 | | | 117 | |
| Dividends attributable to noncontrolling interest | (1,449) | | | (1,441) | | | (1,441) | | | (1,439) | | | (1,464) | |
| Noncontrolling interests' share of consolidated joint venture NOI | $ | 6,555 | | | $ | 6,368 | | | $ | 6,256 | | | $ | 6,261 | | | $ | 6,267 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Corporate Non-segment | Three Months Ended |
| December 31,
2022 | | March 31,
2023 | | June 30,
2023 | | September 30,
2023 | | December 31,
2023 |
| Income (loss) from continuing operations attributable to noncontrolling interest | $ | — | | | $ | — | | | $ | 190 | | | $ | 200 | | | $ | 196 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Dividends attributable to noncontrolling interest | — | | | — | | | (190) | | | (200) | | | (196) | |
| Noncontrolling interests' share of consolidated joint venture NOI | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
| | |
| Noncontrolling Interests' Share of Consolidated Joint Venture NOI |
In thousands
For the year ended December 31, 2023
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Lab | | Outpatient Medical | | | | Corporate Non-segment | | Total |
| Income (loss) from continuing operations attributable to noncontrolling interest | $ | 4,715 | | | $ | 23,447 | | | | | $ | 586 | | | $ | 28,748 | |
| (Gain) loss on sales of real estate, net | (413) | | | (11,133) | | | | | — | | | (11,546) | |
| Depreciation and amortization | 192 | | | 18,069 | | | | | — | | | 18,261 | |
| Other (income) expense, net | (372) | | | 554 | | | | | — | | | 182 | |
| Dividends attributable to noncontrolling interest | (3,659) | | | (5,785) | | | | | (586) | | | (10,030) | |
| Noncontrolling interests' share of consolidated joint venture NOI | $ | 463 | | | $ | 25,152 | | | | | $ | — | | | $ | 25,615 | |
For the year ended December 31, 2022
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Lab | | Outpatient Medical | | | | Corporate Non-segment | | Total |
| Income (loss) from continuing operations attributable to noncontrolling interest | $ | 3,784 | | | $ | 12,191 | | | | | $ | — | | | $ | 15,975 | |
| (Gain) loss on sales of real estate, net | — | | | (12) | | | | | — | | | (12) | |
| Depreciation and amortization | 89 | | | 18,667 | | | | | — | | | 18,756 | |
| Other (income) expense, net | (28) | | | 350 | | | | | — | | | 322 | |
| Dividends attributable to noncontrolling interest | (3,664) | | | (5,796) | | | | | — | | | (9,460) | |
| Noncontrolling interests' share of consolidated joint venture NOI | $ | 181 | | | $ | 25,400 | | | | | $ | — | | | $ | 25,581 | |
In thousands, except per month data
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended |
| REVPOR CCRC | December 31,
2022 | | March 31,
2023 | | June 30,
2023 | | September 30,
2023 | | December 31,
2023 |
Portfolio Cash Real Estate Revenues(2) | $ | 125,920 | | | $ | 127,221 | | | $ | 130,231 | | | $ | 133,808 | | | $ | 136,340 | |
Other adjustments to REVPOR CCRC(3) | (47) | | | — | | | (184) | | | (206) | | | — | |
| REVPOR CCRC revenues | $ | 125,873 | | | $ | 127,221 | | | $ | 130,046 | | | $ | 133,603 | | | $ | 136,340 | |
| | | | | | | | | |
| Average occupied units/month | 5,918 | | | 5,908 | | | 5,925 | | | 5,956 | | | 6,031 | |
REVPOR CCRC per month(4) | $ | 7,090 | | | $ | 7,179 | | | $ | 7,317 | | | $ | 7,477 | | | $ | 7,536 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended |
| REVPOR CCRC excluding NREF Amortization | December 31,
2022 | | March 31,
2023 | | June 30,
2023 | | September 30,
2023 | | December 31,
2023 |
| REVPOR CCRC revenues | $ | 125,873 | | | $ | 127,221 | | | $ | 130,046 | | | $ | 133,603 | | | $ | 136,340 | |
NREF Amortization(5) | (21,260) | | | (19,887) | | | (20,287) | | | (20,762) | | | (22,105) | |
| | | | | | | | | |
| REVPOR CCRC revenues excluding NREF Amortization | $ | 104,612 | | | $ | 107,334 | | | $ | 109,759 | | | $ | 112,841 | | | $ | 114,235 | |
| | | | | | | | | |
| Average occupied units/month | 5,918 | | | 5,908 | | | 5,925 | | | 5,956 | | | 6,031 | |
REVPOR CCRC excluding NREF Amortization per month(4) | $ | 5,892 | | | $ | 6,056 | | | $ | 6,175 | | | $ | 6,315 | | | $ | 6,314 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended |
| SS REVPOR CCRC | December 31,
2022 | | March 31,
2023 | | June 30,
2023 | | September 30,
2023 | | December 31,
2023 |
SS REVPOR CCRC revenues(6) | $ | 125,873 | | | $ | 127,084 | | | $ | 129,999 | | | $ | 133,603 | | | $ | 136,083 | |
| | | | | | | | | |
| SS average occupied units/month | 5,918 | | | 5,908 | | | 5,925 | | | 5,956 | | | 6,020 | |
SS REVPOR CCRC per month(4) | $ | 7,090 | | | $ | 7,171 | | | $ | 7,314 | | | $ | 7,477 | | | $ | 7,535 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended |
| SS REVPOR CCRC excluding NREF Amortization | December 31,
2022 | | March 31,
2023 | | June 30,
2023 | | September 30,
2023 | | December 31,
2023 |
SS REVPOR CCRC revenues(6) | $ | 125,873 | | | $ | 127,084 | | | $ | 129,999 | | | $ | 133,603 | | | $ | 136,083 | |
NREF Amortization(5) | (21,260) | | | (19,887) | | | (20,287) | | | (20,762) | | | (22,024) | |
| | | | | | | | | |
| SS REVPOR CCRC revenues excluding NREF Amortization | $ | 104,612 | | | $ | 107,197 | | | $ | 109,712 | | | $ | 112,841 | | | $ | 114,059 | |
| | | | | | | | | |
| SS Average occupied units/month | 5,918 | | | 5,908 | | | 5,925 | | | 5,956 | | | 6,020 | |
SS REVPOR CCRC excluding NREF Amortization per month(4) | $ | 5,892 | | | $ | 6,049 | | | $ | 6,173 | | | $ | 6,315 | | | $ | 6,315 | |
_____________________________________
(1)May not foot due to rounding.
(2)See pages 10 and 11 of this document for a reconciliation of Portfolio Cash Real Estate Revenues.
(3)Includes revenue from facilities that are held for sale or sold, facilities in redevelopment or recently completed redevelopments that are not yet stabilized.
(4)Represents the quarter REVPOR CCRC divided by a factor of three.
(5)NREF amortization excludes a recently completed redevelopment that is not yet stabilized as it is already excluded from REVPOR CCRC revenues.
(6)See pages 10 and 11 of this document for a reconciliation of Portfolio Cash Real Estate Revenues - SS.
In thousands, except per month data
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended |
| REVPOR Other | December 31,
2022 | | March 31,
2023 | | June 30,
2023 | | September 30,
2023 | | December 31,
2023 |
Portfolio Cash Real Estate Revenues(2) | $ | 19,024 | | | $ | 20,566 | | | $ | 20,278 | | | $ | 20,567 | | | $ | 21,167 | |
Other adjustments to REVPOR(3) | (2,423) | | | (2,532) | | | (2,365) | | | (2,456) | | | — | |
| REVPOR revenues | $ | 16,601 | | | $ | 18,034 | | | $ | 17,914 | | | $ | 18,111 | | | $ | 21,167 | |
| | | | | | | | | |
| Average occupied units/month | 1,302 | | | 1,297 | | | 1,303 | | | 1,320 | | | 1,410 | |
REVPOR per month(4) | $ | 4,250 | | | $ | 4,633 | | | $ | 4,584 | | | $ | 4,573 | | | $ | 5,005 | |
______________________________________
(1)May not foot due to rounding.
(2)See pages 10 and 11 of this document for a reconciliation of Portfolio Cash Real Estate Revenues.
(3)Includes revenue for assets in redevelopment or recently completed redevelopments that are not yet stabilized.
(4)Represents the quarter REVPOR divided by a factor of three.
| | |
| Discontinued Operations Reconciliation |
The results of discontinued operations during the three and twelve months ended December 31, 2023 and 2022 are presented below and are included within the Income (loss) from discontinued operations line of the Consolidated Statements of Operations in the accompanying Earnings Release and Supplemental Report. In order to facilitate reconciliation of amounts through this Discussion and Reconciliation of Non-GAAP Financial Measures and the accompanying Earnings Release and Supplemental Report, detailed financial information for discontinued operations for the three and twelve months ended December 31, 2023 and 2022 is presented below (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended
December 31, | | Year Ended
December 31, |
| 2023 | | 2022 | | 2023 | | 2022 |
| Revenues: | | | | | | | |
| | | | | | | |
| Resident fees and services | $ | — | | | $ | 725 | | | $ | — | | | $ | 7,489 | |
| | | | | | | |
| Total revenues | — | | | 725 | | | — | | | 7,489 | |
| Costs and expenses: | | | | | | | |
| | | | | | | |
| | | | | | | |
| Operating | — | | | — | | | — | | | 6,452 | |
| | | | | | | |
| | | | | | | |
| Total costs and expenses | — | | | — | | | — | | | 6,452 | |
| Other income (expense): | | | | | | | |
| Gain (loss) on sales of real estate, net | — | | | (17) | | | — | | | 1,344 | |
| Other income (expense), net | — | | | 154 | | | — | | | 169 | |
| Total other income (expense), net | — | | | 137 | | | — | | | 1,513 | |
| Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures | — | | | 862 | | | — | | | 2,550 | |
| Income tax benefit (expense) | — | | | 11 | | | — | | | 270 | |
| Equity income (loss) from unconsolidated joint ventures | — | | | — | | | — | | | 64 | |
| | | | | | | |
| Income (loss) from discontinued operations | $ | — | | | $ | 873 | | | $ | — | | | $ | 2,884 | |
FORWARD-LOOKING STATEMENTS
This Discussion and Reconciliation of Non-GAAP Financial Measures may include “forward-looking statements,” including but not limited to those regarding the proposed transactions between Healthpeak and Physicians Realty Trust, within the meaning of the Private Securities Litigation Reform Act. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws. These forward-looking statements, which are based on current expectations, estimates and projections about the industry and markets in which Healthpeak and Physicians Realty Trust operate and beliefs of and assumptions made by Healthpeak management and Physicians Realty Trust management, involve uncertainties that could significantly affect the financial or operating results of Healthpeak, Physicians Realty Trust or the combined company. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “predicts,” “projects,” “forecasts,” “will,” “may,” “potential,” “can,” “could,” “should,” “pro forma,” and variations of such words and similar expressions are intended to identify such forward-looking statements. Such forward-looking statements include, but are not limited to, statements about the benefits of the proposed transactions involving Healthpeak and Physicians Realty Trust, including future acquisitions, dispositions, financing activity, financial and operating results, plans, objectives, expectations and intentions. All statements that address operating performance, events or developments that Healthpeak and Physicians Realty Trust expects or anticipates will occur in the future — including statements relating to creating value for shareholders or stockholders, as applicable, benefits of the proposed transactions to clients, tenants, employees, shareholders or stockholders, as applicable, and other constituents of the combined company, integrating the companies, cost savings and the expected timetable for completing the proposed transactions — are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although Healthpeak and Physicians Realty Trust believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, Healthpeak and Physicians Realty Trust can give no assurance that its expectations will be attained and, therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. For example, these forward-looking statements could be affected by factors including, without limitation, risks associated with the ability to consummate the proposed merger and the timing of the closing of the proposed merger; securing the necessary shareholder and stockholder approvals and satisfaction of other closing conditions to consummate the proposed merger; the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement relating to the proposed transactions; the ability to secure favorable interest rates on any borrowings incurred in connection with the proposed transactions; the impact of indebtedness incurred in connection with the proposed transactions; the ability to successfully integrate portfolios, business operations, including properties, tenants, property managers and employees; the ability to realize anticipated benefits and synergies of the proposed transactions as rapidly or to the extent anticipated by financial analysts or investors; potential liability for a failure to meet regulatory or tax-related requirements, including the maintenance of REIT status; material changes in the dividend rates on securities or the ability to pay dividends on common shares or other securities; potential changes to tax legislation; changes in demand for developed properties; adverse changes in the financial condition of joint venture partner(s) or major tenants; risks associated with the acquisition, development, expansion, leasing and management of properties; risks associated with the geographic concentration of Healthpeak or Physicians Realty Trust; risks associated with the industry concentration of tenants; the potential impact of announcement of the proposed transactions or consummation of the proposed transactions on business relationships, including with clients, tenants, property managers, customers, employees and competitors; risks related to diverting the attention of Healthpeak’s and Physicians Realty Trust’s management from ongoing business operations; unfavorable outcomes of any legal proceedings that have been or may be instituted against Healthpeak or Physicians Realty Trust; costs related to uninsured losses, condemnation, or environmental issues, including risks of natural disasters; the ability to retain key personnel; costs, fees, expenses and charges related to the proposed transactions and the actual terms of the financings that may be obtained in connection with the proposed transactions; changes in local, national and international financial markets, insurance rates and interest rates; general adverse economic and local real estate conditions; risks related to the market value of shares of Healthpeak common stock to be issued in the transaction; the inability of major tenants to continue paying their rent obligations due to bankruptcy, insolvency or a general downturn in their business; foreign currency exchange rates; increases in operating costs and real estate taxes; changes in dividend policy or ability to pay dividends for Healthpeak or Physicians Realty Trust common shares; impairment charges; unanticipated changes in Healthpeak’s or Physicians Realty Trust’s intention or ability to prepay certain debt prior to maturity and/or hold certain securities until maturity; pandemics or other health crises, such as coronavirus (COVID-19); and those additional risks and factors discussed in reports filed with the SEC by Healthpeak and Physicians Realty Trust. Moreover, other risks and uncertainties of which Healthpeak or Physicians Realty Trust are not currently aware may also affect each of the companies’ forward-looking statements and may cause actual results and the timing of events to differ materially from those anticipated. The forward-looking statements made in this communication are made only as of the date hereof or as of the dates indicated in the forward-looking statements, even if they are subsequently made available by Healthpeak or Physicians Realty Trust on their respective websites or otherwise. Neither Healthpeak nor Physicians Realty Trust undertakes any obligation to
update or supplement any forward-looking statements to reflect actual results, new information, future events, changes in its expectations or other circumstances that exist after the date as of which the forward-looking statements were made.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed transaction, on December 15, 2023, Healthpeak and Physicians Realty Trust filed with the SEC a registration statement on Form S-4 containing a joint proxy statement/prospectus and other documents regarding the proposed transaction. The joint proxy statement/prospectus contains important information about the proposed transaction and related matters. The Form S-4 was declared effective, and each of Healthpeak and Physicians Realty Trust commenced mailing of the joint proxy statement/prospectus included as part of the Form S-4, on January 11, 2024.
STOCKHOLDERS ARE URGED AND ADVISED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT HEALTHPEAK, PHYSICIANS REALTY TRUST AND THE PROPOSED TRANSACTION.
Investors and security holders of Healthpeak and Physicians Realty Trust are able to obtain free copies of the registration statement, the joint proxy statement/prospectus and other relevant documents filed by Healthpeak and Physicians Realty Trust with the SEC through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by Healthpeak with the SEC are also available on Healthpeak’s website at www.healthpeak.com, and copies of the documents filed by Physicians Realty Trust with the SEC are available on Physicians Realty Trust’s website at www.docreit.com.
PARTICIPANTS IN THE SOLICITATION
Healthpeak, Physicians Realty Trust and their respective directors, trustees and executive officers may be deemed to be participants in the solicitation of proxies from Healthpeak’s stockholders and Physicians Realty Trust’s shareholders in respect of the proposed transaction. Information regarding Healthpeak’s directors and executive officers can be found in Healthpeak’s definitive proxy statement filed with the SEC on March 17, 2023. Information regarding Physicians Realty Trust’s trustees and executive officers can be found in Physicians Realty Trust’s definitive proxy statement filed with the SEC on March 23, 2023.
Additional information regarding the interests of such potential participants is included in the joint proxy statement/prospectus and other relevant documents filed with the SEC in connection with the proposed transaction. These documents are available on the SEC’s website and from Healthpeak and Physicians Realty Trust, as applicable, using the sources indicated above.
NO OFFER OR SOLICITATION
This communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
v3.24.0.1
COVER PAGE
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Feb. 08, 2024 |
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| Document Type |
8-K
|
| Document Period End Date |
Feb. 08, 2024
|
| Entity Registrant Name |
Healthpeak Properties, Inc.
|
| Entity Incorporation, State or Country Code |
MD
|
| Entity File Number |
001-08895
|
| Entity Tax Identification Number |
33-0091377
|
| Entity Address, Address Line One |
4600 South Syracuse Street
|
| Entity Address, Address Line Two |
Suite 500
|
| Entity Address, City or Town |
Denver
|
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CO
|
| Entity Address, Postal Zip Code |
80237
|
| City Area Code |
720
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| Local Phone Number |
428-5050
|
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Common Stock, $1.00 par value
|
| Trading Symbol |
PEAK
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NYSE
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true
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false
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false
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false
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-Section 14a
-Number 240
-Subsection 12
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-Name Securities Act
-Number 230
-Section 425
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