Filed by Physicians Realty Trust
Pursuant to Rule 425 under the Securities
Act of 1933
and deemed filed pursuant to 14a-12 under the
Securities Exchange Act of 1934
Subject Company: Physicians Realty Trust
Commission File No.: 001-36007
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)
Maryland |
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001-08895 |
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33-0091377 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(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:
x |
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:
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:
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 |
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Healthpeak Properties, Inc. |
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By: |
/s/ Peter A. Scott |
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Peter A. Scott |
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Chief Financial Officer |
Exhibit 99.1
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 |
| · | 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.
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 99.2
| Earnings Release
and Supplemental Report
___________________________________________________________________
Fourth Quarter 2023
Nexus on Grand
South San Francisco, CA |
| Return to TOC 2
Earnings Release 3
Consolidated Financial Statements 9
Overview 13
Portfolio Summary 14
Property Count Reconciliations 17
Capitalization 18
Indebtedness 19
Investment Summary 21
Developments and Redevelopments 22
Capital Expenditures 24
Portfolio Diversification 25
Portfolio
Lab 26
Outpatient Medical 31
CCRC 37
Other 39
Outlook 40
Glossary and Debt Ratios 41
Company Information 46
Forward-Looking Statements & Risk Factors 47
Discussion and Reconciliation of Non-GAAP Financial Measures
TABLE OF
Contents
The Boardwalk
San Diego, CA |
| Return to TOC 3
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. |
| Return to TOC 4
SAME-STORE ("SS") OPERATING SUMMARY
The table below outlines the year-over-year three-month and full-year SS Cash (Adjusted) NOI growth.
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%
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.
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
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
FULL YEAR COMPARISON |
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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. |
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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. |
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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. |
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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 |
| Return to TOC 9
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 Balance Sheets
In thousands, except share and per share data |
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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 |
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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. |
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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. |
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Overview(1)
As of and for the quarter and year ended December 31, 2023, dollars, square feet, and shares in thousands, except per share data
4Q23 Full Year 2023
Financial Metrics
Diluted earnings per common share $0.13 $0.56
Diluted Nareit FFO per common share $0.48 $1.79
Diluted FFO as Adjusted per common share $0.46 $1.78
Dividends per common share $0.30 $1.20
Portfolio Real Estate Revenues $565,234 $2,219,325
Portfolio NOI $322,005 $1,257,076
Portfolio Cash (Adjusted) NOI $307,641 $1,204,987
Portfolio Income $312,621 $1,226,768
4Q23 % of Total SS
Full Year
2023
% of Total Full
Year SS
Same-Store Cash (Adjusted) NOI Growth
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 3.6% 100.0% 4.8% 100.0%
4Q23 4Q23
Full Year
2023
Capitalization Debt Ratios
Common stock outstanding and DownREIT units 554,374 Financial Leverage 34.7% 34.7%
Total Market Equity $10,976,605 Secured Debt Ratio 1.5% 1.5%
Enterprise Debt $6,916,205 Net Debt to Adjusted EBITDAre 5.2x 5.4x
Adjusted Fixed Charge Coverage 4.7x 4.8x
Total Portfolio Operating Portfolio
Property Count Capacity(2) Capacity Occupancy(3)
Portfolio Statistics
Lab 146 12,021 Sq. Ft. 10,959 Sq. Ft. 96.9%
Outpatient Medical 297 24,136 Sq. Ft. 23,875 Sq. Ft. 90.7%
CCRC 15 7,097 Units 7,097 Units 84.9%
Other(4) 19 3,354 Units 3,354 Units 78.6%
Total 477
The Numbers
(1) Reconciliations, definitions, and important discussions
regarding the usefulness and limitations of the non-GAAP
financial measures used in this Supplemental Report can be
found in the Glossary herein and the Discussion and
Reconciliation of Non-GAAP Financial Measures at https://
ir.healthpeak.com/quarterly-results. The contents of this
Earnings Release and Supplemental Report are unaudited
and totals may not add due to rounding. Throughout this
Supplemental Report, segments, NOI, and other key
performance metrics are inclusive of our share in
unconsolidated JVs and exclusive of noncontrolling interest
share in consolidated JVs. See the Glossary herein and the
Discussion and Reconciliation of Non-GAAP Financial
Measures for further information, including how pro rata
information is derived and the limits of such data.
(2) Total Portfolio Capacity includes estimated capacity upon the
completion of Development and Redevelopment projects.
(3) Occupancy for Lab and Outpatient Medical is calculated as
of the end of the period presented and is based on square
feet. Occupancy for CCRC and Other is calculated based on
the most recent three-month average available and is based
on units. Occupancy excludes assets held for sale and
assets in development or redevelopment.
(4) Our Other non-reportable segment includes nineteen assets
in our unconsolidated SWF SH JV. |
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Lab
50.5%
Outpatient
Medical 36.6%
CCRC
9.4%
Other 3.5%
Portfolio Summary
As of and for the quarter ended December 31, 2023, dollars in thousands
Property
Count
Weighted
Average Age(1)
Portfolio
Investment
Portfolio
Income
Property Portfolio
Lab 131 14 $ 8,359,085 $ 157,805
Outpatient Medical 294 24 6,401,183 114,432
CCRC(2) 15 32 2,387,437 29,481
Other 19 26 471,413 5,924
459 20 $ 17,619,118 $ 307,641
Developments
Lab 4 $ 402,482 $ —
Outpatient Medical 3 14,361 —
7 $ 416,842 $ —
Redevelopments(3)
Lab 11 $ 419,139 $ —
11 $ 419,139 $ —
Debt Investments
Seller financing loans — $ 178,547 $ 4,979
Total
Lab 146 $ 9,180,706 $ 157,805
Outpatient Medical 297 6,415,544 114,432
CCRC(2) 15 2,387,437 29,481
Other 19 649,959 10,903
477 $ 18,633,646 $ 312,621
(1) Age is weighted based on current quarter Portfolio Income excluding assets sold or held for sale.
(2) The amount in the table above represents Gross Portfolio Investment. Net of the related $814 million of liabilities for Non-Refundable Entrance Fees ("NREFs") and refundable Entrance Fees, Net
Portfolio Investment would be $1.6 billion.
(3) Includes Construction in Process ("CIP") and buildings or portions of buildings placed in Redevelopment. Portfolio Income for Redevelopments is reflected in the Property Portfolio section above.
PORTFOLIO INCOME
$312.6M |
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Quarter NOI Summary
For the quarter ended December 31, 2023, dollars in thousands
PORTFOLIO NOI SUMMARY
Portfolio NOI SS Portfolio NOI
Portfolio Real
Estate Revenues
Portfolio
Operating
Expenses Portfolio NOI
SS Portfolio
Real Estate
Revenues
SS Portfolio
Operating
Expenses SS Portfolio NOI
Lab $ 226,732 $ (58,019) $ 168,712 $ 172,594 $ (47,376) $ 125,218
Outpatient Medical 180,915 (63,541) 117,374 166,551 (56,685) 109,866
CCRC 136,340 (105,920) 30,420 136,083 (105,416) 30,667
Other 21,247 (15,749) 5,498 — — —
$ 565,234 $ (243,229) $ 322,005 $ 475,228 $ (209,476) $ 265,751
PORTFOLIO CASH (ADJUSTED) NOI SUMMARY
Portfolio Cash (Adjusted) NOI SS Portfolio Cash (Adjusted) NOI
Portfolio Cash
Real Estate
Revenues
Portfolio Cash
Operating
Expenses
Portfolio Cash
(Adjusted) NOI
SS Portfolio
Cash Real
Estate Revenues
SS Portfolio
Cash Operating
Expenses
SS Portfolio
Cash (Adjusted)
NOI
Lab $ 216,436 $ (58,632) $ 157,805 $ 169,265 $ (47,374) $ 121,891
Outpatient Medical 177,301 (62,868) 114,432 163,154 (56,047) 107,107
CCRC 136,340 (106,860) 29,481 136,083 (106,356) 29,727
Other 21,167 (15,243) 5,924 — — —
$ 551,245 $ (243,603) $ 307,641 $ 468,502 $ (209,777) $ 258,725
THREE-MONTH SS
Property
Count
% of Total
SS based
on SS Cash
(Adjusted)
NOI
SS % of
Segment
based on
Cash
(Adjusted)
NOI
Year-Over-Year Sequential
Occupancy Growth Occupancy Growth
4Q23 4Q22 SS NOI
SS Cash
(Adjusted) NOI 4Q23 3Q23 SS NOI
SS Cash
(Adjusted) NOI
Lab 120 47% 77% 96.6% 98.7% (3.8%) (1) 2.7% 96.6% 97.2% (1.9%) (0.2%)
Outpatient Medical 280 41% 94% 91.6% 91.4% 2.3% 4.3% 91.6% 91.2% (0.4%) 0.1%
CCRC 15 12% 100% 84.9% 82.4% 17.5% 4.7% 84.9% 83.9% 4.4% 1.2%
Total 415 100% 86% (2) 0.8% 3.6% (0.6%) 0.1%
(1) Primarily related to acceleration on certain lease related items associated with early terminations.
(2) Segment portfolio Cash (Adjusted) NOI percentage excludes our Other segment, which is not included in same-store. |
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Full Year NOI Summary
For the twelve months ended December 31, 2023, dollars in thousands
PORTFOLIO NOI SUMMARY
Portfolio NOI SS Portfolio NOI
Portfolio Real
Estate
Revenues
Portfolio
Operating
Expenses Portfolio NOI
SS Portfolio Real
Estate Revenues
SS Portfolio
Operating
Expenses
SS Portfolio
NOI
Lab $ 887,630 $ (233,565) $ 654,065 $ 670,315 $ (185,208) $ 485,107
Outpatient Medical 721,439 (254,400) 467,039 647,808 (220,754) 427,053
CCRC 527,601 (413,472) 114,129 526,769 (411,539) 115,230
Other 82,655 (60,811) 21,843 — — —
$ 2,219,325 $ (962,249) $ 1,257,076 $ 1,844,892 $ (817,501) $ 1,027,390
PORTFOLIO CASH (ADJUSTED) NOI SUMMARY
Portfolio Cash (Adjusted) NOI SS Portfolio Cash (Adjusted) NOI
Portfolio Cash
Real Estate
Revenues
Portfolio Cash
Operating
Expenses
Portfolio Cash
(Adjusted) NOI
SS Portfolio
Cash Real Estate
Revenues
SS Portfolio
Cash Operating
Expenses
SS Portfolio
Cash
(Adjusted) NOI
Lab $ 852,068 $ (234,527) $ 617,541 $ 646,317 $ (185,188) $ 461,129
Outpatient Medical 704,448 (251,724) 452,725 633,614 (218,246) 415,367
CCRC 527,601 (415,090) 112,511 526,769 (413,157) 113,612
Other 82,578 (60,368) 22,210 — — —
$ 2,166,695 $ (961,708) $ 1,204,987 $ 1,806,700 $ (816,591) $ 990,108
TWELVE-MONTH SS
% of Total
SS based on
Cash
(Adjusted)
NOI
SS % of
Segment
based on
Cash
(Adjusted)
NOI
Year-Over-Year
Property
Count
Occupancy Growth
2023 2022 SS NOI
SS Cash
(Adjusted)
NOI
Lab 116 47% 75% 96.5% 98.7% (1.0%) (1) 3.7%
Outpatient Medical 272 42% 92% 91.9% 91.7% 2.8% 3.4%
CCRC 15 11% 100% 83.8% 81.6% 20.0% 15.6%
Total 403 100% 84% (2) 2.6% 4.8%
(1) The twelve months 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.
(2) Segment portfolio Cash (Adjusted) NOI percentage excludes our Other segment, which is not included in same-store. |
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Property Count Reconciliations
SEQUENTIAL SS
Lab
Outpatient
Medical CCRC Other Total
Prior Quarter Three-Month SS Property Count 122 279 15 — 416
Assets in Redevelopment (3) — — — (3)
Prior Development/Redevelopment 2 1 — — 3
Significant tenant relocation (1) — — — (1)
Current Quarter Three-Month SS Property Count 120 280 15 — 415
As of December 31, 2023
PROPERTY COUNT RECONCILIATION
Lab
Outpatient
Medical CCRC Other Total
Prior Quarter Total Property Count 146 295 15 19 475
New Developments — 2 — — 2
Current Quarter Total Property Count 146 297 15 19 477
Assets in Development (4) (3) — — (7)
Recently completed Developments (5) (5) — — (10)
Assets in Redevelopment (11) — — — (11)
Recently completed Redevelopments (3) (8) — — (11)
Assets held for sale(1) — (1) — — (1)
Segment exclusions — — — (19) (19)
Significant tenant relocation (3) — — — (3)
Three-Month SS Property Count 120 280 15 — 415
Recent acquisitions — (4) — — (4)
Recently completed Developments (3) (3) — — (6)
Recently completed Redevelopments (1) (1) — — (2)
Twelve-Month SS Property Count 116 272 15 — 403
(1) Two Callan Ridge lab properties, which are held for sale in connection with the announced joint venture, are reflected in Assets in Development above. |
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Capitalization
Dollars and shares in thousands, except price per share data
TOTAL CAPITALIZATION
December 31, 2023
Shares Price Total Value
Common stock (NYSE: PEAK) 547,156 $ 19.80 $ 10,833,689
Convertible partnership (DownREIT) units 7,218 19.80 142,916
Total Market Equity 554,374 $ 10,976,605
Consolidated Debt 6,876,299
Total Market Equity and Consolidated Debt 554,374 $ 17,852,904
Share of unconsolidated JV debt 39,906
Total Market Equity and Enterprise Debt 554,374 $ 17,892,810
COMMON STOCK AND EQUIVALENTS
Weighted Average Shares Weighted Average Shares
Three Months Ended December 31, 2023 Twelve Months Ended December 31, 2023
Shares Outstanding
December 31, 2023 Diluted EPS
Diluted
Nareit FFO
Diluted FFO
as Adjusted
Diluted
AFFO Diluted EPS
Diluted
Nareit FFO
Diluted FFO
as Adjusted
Diluted
AFFO
Common stock 547,156 547,091 547,091 547,091 547,091 547,006 547,006 547,006 547,006
Common stock equivalent securities(1):
Restricted stock units 879 270 270 270 270 269 269 269 269
Convertible partnership (DownREIT) units 7,218 — 7,274 7,274 5,449 — 7,284 7,284 5,459
Total common stock and equivalents 555,253 547,361 554,635 554,635 552,810 547,275 554,559 554,559 552,734
(1) The weighted average shares for the three and twelve months ended December 31, 2023 represent the current dilutive impact, using the treasury stock method, of approximately 900
thousand restricted stock units and 7.2 million DownREIT units. |
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Indebtedness
As of December 31, 2023, dollars in thousands
DEBT MATURITIES AND SCHEDULED PRINCIPAL REPAYMENTS (AMORTIZATION)
Senior Unsecured Notes Mortgage Debt
Share of Unconsolidated JV
Debt Enterprise Debt
Bank LOC,
Commercial
Paper(1) Term Loan(2) Amounts Rates % Amounts Rates %
Consolidated
Debt Amounts(3) Rates % Amounts Rates %
2024 $ — $ — $ — — $ 7,024 6.90 $ 7,024 $ 11,299 8.02 $ 18,323 7.59
2025 — — 800,000 3.92 3,209 3.82 803,209 28,567 (4) 4.79 831,776 3.95
2026 720,000 — 650,000 3.40 244,523 4.44 1,614,523 — — 1,614,523 4.58
2027 — 500,000 450,000 1.54 366 5.91 950,366 — — 950,366 2.71
2028 — — 500,000 2.35 — — 500,000 — — 500,000 2.35
2029 — — 650,000 3.65 — — 650,000 — — 650,000 3.65
2030 — — 750,000 3.14 — — 750,000 — — 750,000 3.14
2031 — — 600,000 3.07 — — 600,000 — — 600,000 3.07
2032 — — 750,000 5.49 — — 750,000 — — 750,000 5.49
2033 — — — — — — — — — — —
Thereafter — — 300,000 6.87 — — 300,000 — — 300,000 6.87
$ 720,000 $ 500,000 $ 5,450,000 $ 255,122 $ 6,925,122 $ 39,866 $ 6,964,988
Premium, (discounts),
and debt Issuance
costs, net — (3,176) (46,622) 975 (48,823) 40 (48,783)
$ 720,000 $ 496,824 $ 5,403,378 $ 256,097 $ 6,876,299 $ 39,906 $ 6,916,205
Weighted average
interest rate % 5.70 3.76 3.66 4.50 3.91 5.70 3.92
Weighted average
maturity in years 2.1 3.4 5.6 2.6 5.0 1.3 5.0
(1) The Company has a $3.0 billion unsecured revolving line of credit facility (the "Revolving Facility") that matures on January 20, 2026 and contains two six-month extension options. It accrues
interest at SOFR plus 85 basis points and incurs an annual facility fee of 15 basis points, based on our current unsecured credit rating. Commercial paper borrowings are backstopped by the
Revolving Facility. As such, we calculate the weighted average remaining term of our commercial paper borrowings using the maturity date of the Revolving Facility.
(2) The Company has two senior unsecured term loans (the “Term Loan Facilities”) in an aggregate principal amount of $500 million, which mature on February 22, 2027 (plus a 1-year extension
option at the Company’s discretion) and August 22, 2027. The Term Loan Facilities accrue interest at Term SOFR plus 94 basis points based on the Company’s current unsecured credit ratings.
The Company maintains swaps on the entire $500 million that effectively fix the interest rate at a blended contractual rate of 3.5%.
(3) Reflects pro rata share of mortgage debt in our unconsolidated JVs.
(4) In November 2023, a loan provided to one of the Company’s unconsolidated JVs was amended to extend the maturity from May 2024 to May 2025, and contains a 1-year extension option. The
loan accrues interest at SOFR plus 325 basis points. The JV has a swap that effectively fixes the interest rate at 4.8% through May 2024. The JV also executed a forward-starting swap that will
effectively fix the interest rate at 8.4% from May 2024 through May 2025. |
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Indebtedness
As of December 31, 2023, dollars in thousands
DEBT STRUCTURE
Weighted Average
Balance % of Total Rates %
Years to
Maturity
Secured Fixed rate $ 280,233 4 4.45 2.5
Floating rate 14,755 — 8.44 1.0
Combined $ 294,988 4 4.65 2.4
Unsecured Fixed rate(1) 5,950,000 85 3.67 5.5
Floating rate(2) 720,000 10 5.70 2.1
Combined $ 6,670,000 96 3.89 5.1
Total Fixed rate(1) 6,230,233 89 3.71 5.3
Floating rate(2) 734,755 11 5.76 2.0
Combined $ 6,964,988 100 3.92 5.0
Premiums, (discounts), and debt issuance costs, net (48,783)
Enterprise Debt $ 6,916,205
FINANCIAL COVENANTS(3)
Bank Line of Credit
Requirement Actual Compliance
Leverage Ratio No greater than 60% 35%
Secured Debt Ratio No greater than 40% 2%
Unsecured Leverage Ratio No greater than 60% 39%
Fixed Charge Coverage Ratio (12 months) No less than 1.50x 4.8x
Tangible Net Worth ($ billions) No less than $7.7B $10.8B
CREDIT RATINGS (SENIOR UNSECURED DEBT)
Moody's Baa1 (Stable)
S&P Global BBB+ (Stable)
(1) The Company has Term Loan Facilities in an aggregate principal amount of $500 million. The Company maintains swaps on the entire $500 million that effectively fix the
interest rate at a blended contractual rate of 3.5%.
(2) Includes short term commercial paper borrowings that are backstopped by the Revolving Facility.
(3) Calculated based on the definitions contained in the credit agreement, which may differ from similar terms used within the Debt Ratios section of this document. |
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Investment Summary
As of and for the year ended December 31, 2023, dollars and square feet in thousands
INVESTMENT SUMMARY
MSA Date
Capacity
(Sq. Ft.)
Property
Count Property Type
Three Months Ended
December 31, 2023
Twelve Months Ended
December 31, 2023
ACQUISITIONS
60 Loomis land parcel Boston, MA January — — Lab $ — $ 9,456
Wylie Medical Plaza(1) Dallas, TX April 20 1 Outpatient Medical — 4,000
OTHER INVESTMENTS
Development fundings 47,465 271,744
Redevelopment fundings 33,195 139,387
Total $ 80,660 $ 424,587
DISPOSITIONS(3)
Date
Capacity
(Sq. Ft.)
Property
Count Property Type Sales Price
Trailing Cash
Yield(2)
Various Durham January 166 2 Lab $ 113,000
Tampa Medical Tower March 116 1 Outpatient Medical 16,065
Women's Center March 34 1 Outpatient Medical 850
Total 4 $ 129,915 5.4%
(1) On April 3, 2023, we acquired HCP Ventures IV, LLC's remaining 80% interest in Wylie Medical Plaza for $4 million (based on a gross valuation of $5 million), bringing our equity
ownership to 100%. Property count and capacity were already included in prior quarters.
(2) Represents the weighted average yield calculated using Cash (Adjusted) NOI for the twelve month period prior to sale for dispositions.
(3) Subsequent to December 31, 2023, Healthpeak entered into a new $236 million joint venture through a sale of a 65% interest in the Callan Ridge lab campus. |
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Developments
As of December 31, 2023, dollars and square feet in thousands
DEVELOPMENT PROJECTS IN PROCESS
Project MSA
Property
Count CIP(1)
Cost to
Complete(1)
Estimated
Total at
Completion
Total
Project
Capacity
(Sq. Ft.)
% of Total
Project
Leased
Initial
Occupancy(2)
Projected
Stabilized
Yield(3)
Lab
Vantage - Phase I(4)(5) San Francisco, CA 1 $ 165,185 $ 71,815 $ 237,000 189 12 2Q24 6.25% - 6.75%
The Gateway at Directors Place San Diego, CA 1 118,561 4,439 123,000 163 — 2Q25 8.25% - 8.75%
Callan Ridge(6)(7) San Diego, CA 2 112,199 33,801 146,000 185 100 1Q25 8.75% - 9.25%
4 $ 395,945 $ 110,055 $ 506,000 537 39
Outpatient Medical
Savannah Savannah, GA 1 $ 10,178 $ 20,822 $ 31,000 70 58 3Q24 5.50% - 6.00%
Galen Aurora Denver, CO 1 2,768 37,232 40,000 72 100 2Q25 5.50% - 6.00%
McKinney Medical Center Dallas, TX 1 1,415 48,585 50,000 120 62 2Q25 7.25% - 7.75%
3 $ 14,361 $ 106,639 $ 121,000 262 71
Total 7 $ 410,305 $ 216,695 $ 627,000 799 49
(1) Includes lease commissions and tenant improvements incurred to date, and projected lease commissions through Occupancy.
(2) Initial Occupancy is generally reflective of revenue recognition commencement, which may not coincide with the start of cash rental payments. Cash rental payments generally
occur three to six months following Initial Occupancy.
(3) Yields shown in table are rounded to the nearest 0.25% and include cash rents at the time of projected stabilization.
(4) Total project capacity and Development costs for Vantage - Phase I are 343,000 square feet and $438 million, respectively, including 154,000 square feet / $201 million placed in
service in 4Q23. During the quarter, Vantage - Phase I generated non-stabilized Portfolio NOI and Portfolio Cash (Adjusted) NOI of $1.9 and $0.5 million, respectively.
(5) Amounts in the table above exclude 40,000 square feet related to the amenity building and include $84 million of construction cost related to the amenity building. We expect
tenants to pay rent on their pro-rata share of the amenity building based on the total campus' capacity.
(6) For multiple building projects, Initial Occupancy is reflective of the first tenant's occupancy date.
(7) As of January 10, 2024, Healthpeak formed a 65% Breakthrough / 35% Healthpeak joint venture for the two Callan Ridge properties. Cash rental payments for the first building
commenced July 2023 and cash rental payments for the second building are scheduled to begin in July 2024. Initial occupancy of 1Q25 is delayed due to tenant-driven delays with
tenant improvements within both buildings.
In Process
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Redevelopments and Land Held for
Development
LAND HELD FOR DEVELOPMENT
Project MSA Property Type
Gross Site
Acreage
Currently Entitled
Rentable Sq. Ft.(4)
Original
Investment
Incremental
Investment(5)
Investment
to Date
Vantage - Remaining Phases San Francisco, CA Lab 12 1,300 $ 129,154 $ 29,813 $ 158,967
West Cambridge Alewife(6) Boston, MA Lab 24 N/A 317,212 29,607 346,819
Vista Sorrento San Diego, CA Lab 10 N/A 43,850 8,228 52,078
Remaining(7) Various Various 33 N/A 115,835 23,926 139,760
79 $ 606,051 $ 91,574 $ 697,624
(1) During the quarter, the Arlington outpatient medical redevelopment and a portion of one Pointe Grand building including 86,000 square feet / $32 million were completed and placed
in service.
(2) Includes lease commissions and tenant improvements incurred to date, and projected lease commissions through Occupancy.
(3) Includes five of seven buildings that are part of our JV in our Pointe Grand campus. The redevelopment of one building was completed during the third quarter and the remaining
building is expected to enter redevelopment in the first half of 2024.
(4) Excludes square feet of adjacent land development opportunities at our lab and outpatient medical buildings, along with significant developable land at our existing CCRC
campuses.
(5) Includes capitalized interest, entitlement and pre-construction costs.
(6) Excludes 15 acres and $336 million, which are currently included in our operating portfolio and may be densified in the future.
(7) Includes 9 acres as part of the Needham Land Parcel JV at our 37.5% share, 9 acres as part of our Towers at Sierra Point land parcel, and 6 acres as part of our Torreyana land
parcel.
As of December 31, 2023, dollars and square feet in thousands; includes JV projects at share
REDEVELOPMENT PROJECTS IN PROCESS
Incremental Costs
Project(1) MSA Property Type
Property
Count CIP
Cost to
Complete(2)
Estimated
Total
Estimated
Completion Date
Pointe Grand(3) San Francisco, CA Lab 5 $ 28,316 $ 74,684 $ 103,000 3Q24 - 3Q25
Portside at Oyster Point San Francisco, CA Lab 2 12,920 29,080 42,000 2Q24 - 4Q25
Sierra Point Towers San Francisco, CA Lab 1 14,834 11,166 26,000 1Q25
Directors Place San Diego, CA Lab 3 388 25,612 26,000 4Q24 - 3Q25
11 $ 56,458 $ 140,542 $ 197,000
Projected stabilized cash-on-cash return on incremental capital invested typically ranges from 9.0% to 12.0% |
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Capital Expenditures(1)
(1) Excludes corporate capitalized costs such as IT systems, furniture, fixtures and equipment at corporate or satellite offices, etc.
(2) Includes AFFO capital expenditures on unconsolidated JVs for the quarter of $0.8 million and $3.8 million full year. Excludes noncontrolling interest share of AFFO capital
expenditures on consolidated joint ventures for the quarter of $0.8 million and $2.1 million full year, which are included in the Other AFFO adjustments line item of the Adjusted
Funds From Operations reconciliation.
(3) Development and Redevelopment include related tenant improvements and lease commissions.
For the three and twelve months ended December 31, 2023, dollars in thousands, except per unit/square foot
FOURTH QUARTER Lab
Outpatient
Medical CCRC Other Total
Portfolio at share
Recurring capital expenditures $ 6,678 $ 16,015 $ 12,333 $ 617 $ 35,643
Tenant improvements - 2nd generation 515 5,091 — — 5,606
Lease commissions - 2nd generation 939 4,583 — — 5,522
AFFO capital expenditures(2) $ 8,132 $ 25,689 $ 12,333 $ 617 $ 46,771
Revenue enhancing capital expenditures 6,651 26,165 22,593 1,267 56,677
Casualty related capital expenditures — 91 4,014 393 4,498
Development(3) 39,669 7,796 — — 47,465
Redevelopment(3) 32,554 642 — — 33,195
Capitalized interest 14,232 204 — — 14,436
Total capital expenditures $ 101,238 $ 60,587 $ 38,939 $ 2,278 $ 203,043
Recurring capital expenditures per unit/sq. ft. $0.62 per Sq. Ft. $0.72 per Sq. Ft. $1,737 per Unit $344 per Unit
FULL YEAR
Portfolio at share
Recurring capital expenditures $ 8,899 $ 29,585 $ 22,690 $ 3,136 $ 64,311
Tenant improvements - 2nd generation 1,372 24,626 — — 25,998
Lease commissions - 2nd generation 7,110 14,826 — — 21,936
AFFO capital expenditures(2) $ 17,381 $ 69,037 $ 22,690 $ 3,136 $ 112,245
Revenue enhancing capital expenditures 51,672 76,192 56,805 4,305 188,974
Casualty related capital expenditures — 4,812 24,551 1,470 30,833
Initial Capital Expenditures ("ICE") — 4,391 — — 4,391
Development(3) 257,441 14,303 — — 271,744
Redevelopment(3) 112,924 23,684 2,779 — 139,387
Capitalized interest 57,284 1,157 53 — 58,494
Total capital expenditures $ 496,702 $ 193,575 $ 106,879 $ 8,911 $ 806,067
Recurring capital expenditures per unit/sq. ft. $0.83 per Sq. Ft. $1.34 per Sq. Ft. $3,192 per Unit $1,748 per Unit |
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Portfolio Diversification
As of and for the quarter ended December 31, 2023, dollars in thousands
PORTFOLIO INCOME BY MSA
MSA
Property
Count(1) Lab
Outpatient
Medical CCRC Other Total % of Total
San Francisco, CA 84 $ 93,349 $ 993 $ — $ — $ 94,342 30
Boston, MA 21 37,114 740 — — 37,853 12
San Diego, CA 37 25,693 728 — — 26,420 9
Dallas, TX 35 — 19,900 — 224 20,123 7
Houston, TX 40 — 9,595 1,374 2,676 13,646 4
Tampa, FL 6 — 450 10,164 — 10,615 3
Philadelphia, PA 6 — 4,782 4,464 — 9,245 3
Denver, CO 20 — 6,176 — 1,325 7,501 2
Nashville, TN 17 — 7,340 — — 7,340 2
Seattle, WA 7 — 6,494 — — 6,494 2
Louisville, KY 11 — 5,327 — — 5,327 2
Remaining 186 1,650 51,908 13,478 1,698 68,735 22
Portfolio Cash (Adjusted) NOI 470 $ 157,805 $ 114,432 $ 29,481 $ 5,924 $ 307,641 98
Interest income — — — — 4,979 4,979 2
Portfolio Income 470 $ 157,805 $ 114,432 $ 29,481 $ 10,903 $ 312,621 100
(1) Excludes seven properties in Development. |
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Lab
As of and for the quarter ended December 31, 2023, dollars and square feet in thousands
INVESTMENTS(1)
MSA
Property
Count
Portfolio
Investment
Portfolio Cash
(Adjusted)
NOI
Total
Square
Feet
Occupancy
%
Annualized
Base Rent %
San Francisco, CA 83 $ 4,557,969 $ 93,349 5,610 96.4 59.9
Boston, MA 20 2,517,665 37,114 2,738 97.0 23.8
San Diego, CA 35 1,221,748 25,693 2,371 97.8 15.2
Remaining 4 61,703 1,650 240 100.0 1.1
142 $ 8,359,085 $ 157,805 10,959 96.9 100.0
SAME-STORE
4Q22 1Q23 2Q23 3Q23 4Q23
Year-Over-Year
Growth
Property Count 120 120 120 120 120 —
Portfolio Investment $ 6,842,997 $ 6,852,726 $ 6,862,730 $ 6,881,108 $ 6,892,743
Square Feet 9,427 9,427 9,427 9,427 9,427
Occupancy % 98.7 98.2 97.4 97.2 96.6 -210 bps
Portfolio Real Estate Revenues $ 177,940 $ 177,266 $ 181,000 $ 177,954 $ 172,594 (3.0%)
Portfolio Operating Expenses (47,726) (49,598) (46,655) (50,272) (47,376) (0.7%)
Portfolio NOI $ 130,214 $ 127,668 $ 134,346 $ 127,682 $ 125,218 (3.8%)
Portfolio Cash Real Estate Revenues $ 166,447 $ 171,570 $ 168,795 $ 172,405 $ 169,265 1.7%
Portfolio Cash Operating Expenses (47,717) (49,589) (46,648) (50,270) (47,374) (0.7%)
Portfolio Cash (Adjusted) NOI $ 118,730 $ 121,981 $ 122,146 $ 122,136 $ 121,891 2.7%
Portfolio Cash (Adjusted) NOI Margin % 71.3 71.1 72.4 70.8 72.0 70 bps
Pro Forma Portfolio Cash (Adjusted) NOI Margin %(2) 95.7 96.8 96.3 95.7 95.6 -10 bps
(1) Excludes four properties that are in Development, two of which are held for sale as of December 31, 2023.
(2) Approximately 85% of operating expenses reported above are recoverable from tenants and are reported gross in both Portfolio Cash Real Estate Revenues and Portfolio Cash
Operating Expenses. Pro Forma Portfolio Cash (Adjusted) NOI Margin % has been adjusted to remove recoverable expenses from both revenue and expenses. |
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Lab
As of December 31, 2023
TENANT CONCENTRATION(1)
Weighted
Average
Remaining
Lease Term
in Years
Leased Square Feet
Annualized
Base Rent(3)
Parent Name
Market Cap
(in millions)
Cash and
Liquid
Investments
(in millions)(2)
Amount (in
thousands)
% of
Total
Lab
Amount (in
thousands)
% of
Total
Lab
Amgen $ 154,142 $ 34,741 1.4 564 5 $ 47,058 8
Astellas Pharma 21,444 2,435 6.5 290 3 21,254 3
Bristol-Myers Squibb 104,403 7,685 5.7 242 2 16,588 3
Arcus Biosciences 1,430 799 8.0 260 2 16,094 3
Johnson & Johnson 377,317 23,511 7.3 246 2 15,836 3
Myriad Genetics 1,697 86 5.5 352 3 15,057 2
Novo Nordisk 461,550 6,751 11.0 199 2 14,349 2
Pfizer 162,560 44,182 5.9 180 2 13,670 2
Nkarta 324 276 9.4 130 1 12,683 2
Alphabet(4) 1,755,459 119,935 8.5 168 2 11,985 2
AstraZeneca 209,268 5,115 3.0 180 2 11,744 2
General Atomics Private Private 5.7 702 7 11,310 2
Denali Therapeutics 2,966 1,109 5.3 148 1 11,172 2
Allogene Therapeutics 540 466 8.2 131 1 9,650 2
Globus Medical 7,343 469 11.2 252 2 9,234 1
Pacira 1,567 235 6.5 174 2 8,756 1
Fog Pharmaceuticals Private Private 7.2 122 1 8,716 1
Seres Therapeutics 181 170 9.2 83 1 8,454 1
ElevateBio Private Private 6.2 142 1 7,873 1
Takeda 45,121 2,129 4.8 184 2 7,605 1
Remaining 5.6 5,846 55 342,324 55
6.0 10,595 100 $ 621,412 100
ANNUALIZED BASE RENT(2)
(1) Commencing January 2024, Revolution Medicines will lease an additional 40,000 square feet with Annualized Base Rent of
$3.0 million, bringing their Annualized Base Rent to $10.0 million.
(2) Cash and Liquid Investments balance of public tenants based on the prior quarter's financials.
(3) Annualized Base Rent does not include expense recoveries, additional rent in excess of floors, and non-cash revenue
adjustments.
(4) Represents lab space leased by Calico, a life science subsidiary of Alphabet.
Small Cap Biotech
16%
Mid Cap Biotech
19%
Private Biotech
19%
Medical Device
7%
R&D / University
6%
Office
4%
Large
Cap Biopharma
29%
$621M
PEAK publicly-traded biotech classification criteria:
Large Cap: market cap > $10B
Mid Cap: market cap between $10B and $500M
Small Cap: market cap < $500M |
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Lab
As of December 31, 2023, dollars and square feet in thousands
LEASE EXPIRATION DATA
Total San Francisco Boston San Diego Remaining(1)
Year
Leased
Square
Feet %
Annualized
Base Rent(2) %
Leased
Square
Feet
Annualized
Base Rent(2)
Leased
Square
Feet
Annualized
Base Rent(2)
Leased
Square
Feet
Annualized
Base Rent(2)
Leased
Square
Feet
Annualized
Base Rent(2)
2024(2)(3) 597 6 $ 39,248 6 559 $ 37,485 — $ — 38 $ 1,763 — $ —
2025 1,064 10 50,557 8 447 26,424 105 5,161 512 18,972 — —
2026 618 6 30,694 5 309 18,329 47 3,209 262 9,155 — —
2027 1,466 14 68,274 11 579 38,535 509 16,066 224 10,050 154 3,623
2028 690 7 37,206 6 158 10,229 516 25,744 16 1,234 — —
2029 806 8 50,104 8 567 36,808 238 13,296 — — — —
2030 1,334 13 94,051 15 815 61,423 345 23,872 174 8,756 — —
2031 1,422 13 86,521 14 740 51,995 328 24,640 354 9,886 — —
2032 889 8 56,909 9 506 34,606 244 12,591 140 9,713 — —
2033 643 6 41,713 7 380 27,009 83 8,454 180 6,250 — —
Thereafter 1,065 10 66,136 11 348 29,200 214 14,981 418 18,798 85 3,157
10,595 100 $ 621,412 100 5,409 $ 372,041 2,628 $ 148,014 2,318 $ 94,578 240 $ 6,780
(1) In December 2023, we entered into an 85,000 square foot lease of one building, which expires in 2034. In connection with the lease, we granted a purchase option on that building and the
three remaining buildings in Utah. If the purchase option is not exercised, a new lease of the entire 154,000 square feet at those three buildings is automatically commenced to lease those
buildings through 2036. Healthpeak is the ground lessee across all four buildings through 2062.
(2) Annualized Base Rent does not include expense recoveries, additional rent in excess of floors, and non-cash revenue adjustments. Month-to-month and holdover leases are included in 2024
expirations.
(3) Includes 250,000 square feet related to the Oyster Point and Pointe Grand campuses, which are planned to undergo Redevelopment and 76,000 square feet of contingent lease expirations tied
to the timing of the tenant's relocation to our Vantage Phase I development.
(4) Reflects the earliest point at which the purchase option can be exercised.
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MATERIAL NEAR-TERM PURCHASE OPTIONS(1)
Maturity Year Option Date(4) Name Property Count MSA Property Type
Cash (Adjusted) NOI
Annualized Option Price
2027, 2034 01/2026 Myriad Campus 4 Salt Lake City, UT Lab $ 6,863 $ 68,484 |
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(1) Change in cash rents is based on renewals executed during the quarter and represents expiring rate compared to renewal rate.
(2) Change in cash rents for the quarter is primarily related to a renewal on 10-year old space with no additional tenant improvement allowance from Healthpeak.
(3) Average cost per lease year.
(4) New lease commencements excludes tenant improvements and leasing costs on 5,000 square feet of retail amenity space.
(5) Current quarter terminations include 40,000 square feet with Adverum, which has been re-leased to Revolution Medicines commencing January 2024, and a proactive early
termination of 12,000 square feet with Alumis as part of their relocation to 55,000 square feet in our Pointe Grand redevelopment, which commenced last quarter.
(6) The change in cash rents excludes a 103,000 square feet expansion based lease renewal that will affect rents beginning in December 2033.
FULL YEAR LEASING ACTIVITY
Leased
Square
Feet
Annualized
Base Rent
Per Sq. Ft.
% Change in
Cash Rents(1)(6)
Tenant
Improvements
per Sq. Ft.(3)(4)
Leasing Costs
per Sq. Ft.(3)(4)
Average Lease
Term (Months)
Trailing Twelve
Month Retention
Rate
Leased Square Feet as of December 31, 2022 10,658 $ 55.10
Developments placed in service 318 85.35
Redevelopments placed in service 286 84.11
Properties placed into (re)development (413) 62.07
Expirations (400) 66.02
Renewals, amendments and extensions 197 80.34 22.8 $ 3.73 $ 3.23 51 49.4%
New lease commencements 220 71.62 3.77 2.30 81
Terminations (271) 68.39
Leased Square Feet as of December 31, 2023 10,595 $ 58.65
Lab
As of December 31, 2023, square feet in thousands, presented at 100%
4Q23 LEASING ACTIVITY
Leased
Square
Feet
Annualized
Base Rent
Per Sq. Ft.
% Change in
Cash Rents(1)(2)
Tenant
Improvements
per Sq. Ft.(3)(4)
Leasing Costs
per Sq. Ft.(3)(4)
Average Lease
Term (Months)
Trailing Twelve
Month Retention
Rate
Leased Square Feet as of September 30, 2023 10,587 $ 57.60
Developments placed in service 154 85.80
Redevelopments placed in service 86 89.97
Properties placed in (re)development (168) 47.68
Expirations (66) 62.05
Renewals, amendments and extensions 35 57.35 (7.6) $ — $ 3.52 60 49.4%
New lease commencements 19 80.85 7.96 2.49 77
Terminations(5) (52) 67.26
Leased Square Feet as of December 31, 2023 10,595 $ 58.65 |
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As of and for the quarter ended December 31, 2023, dollars and square feet in thousands
LEASE TYPE
Annualized Base Rent
San Francisco Boston San Diego Remaining Total % of Total
Triple-Net(1) $ 350,106 $ 130,693 $ 91,943 $ 6,780 $ 579,521 93.3
Base Year(2) 21,051 17,181 2,459 — 40,690 6.5
Gross(3) 884 141 176 — 1,201 0.2
Total $ 372,041 $ 148,014 $ 94,578 $ 6,780 $ 621,412 100.0
OWNERSHIP TYPE
Total Square Feet
San Francisco Boston San Diego Remaining Total % of Total
Weighted
Average
Remaining
Lease Term
Ground Lease — 20 — 240 260 2.4 39 (4)
Fee Simple 5,610 2,719 2,371 — 10,699 97.6
Total 5,610 2,738 2,371 240 10,959 100.0
CONTRACTUAL LEASE ESCALATORS
Annualized
Base Rent
% of
Annualized
Base Rent Escalator %
Fixed $ 614,633 98.9 3.2
CPI 6,780 1.1 4.1 (5)
Total $ 621,412 100.0 3.2
Lab
(1) Includes net lease structures, where the tenant is responsible for 100% of their pro rata share of operating expenses.
(2) A lease structure in which the rental rate includes the tenant's pro rata share of operating expenses. The pro rata share of expenses in the first year of the lease is considered
the “base year” and any increase in expenses beyond the “base year” is recoverable from the tenant.
(3) A lease structure in which the tenant’s pro rata share of operating expenses is presumed to be included in the rental rate, with no variability for fluctuations in operating
expenses.
(4) Includes renewal options.
(5) Includes both pure CPI leases and leases with a CPI floor averaging 2%. The CPI escalator presented above is based on the average year-to-date year-over-year change in CPI,
which will vary over time and is based on specific lease terms. |
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Outpatient Medical
As of and for the quarter ended December 31, 2023, dollars and square feet in thousands
PORTFOLIO BY MARKET(1)(2)
Total Square Feet
On-campus Off-campus(3) Total
MSA
Property
Count
Portfolio
Investment
Portfolio
Cash
(Adjusted)
NOI
Occupancy
% Multi-tenant Single-tenant Multi-tenant Single-tenant Multi-tenant Single-tenant % of Total
Dallas, TX 33 $ 927,374 $ 19,900 93.2 2,067 1,472 209 54 2,276 1,526 16
Houston, TX 32 537,765 9,595 85.1 1,660 1,421 237 — 1,897 1,421 14
Nashville, TN 17 320,241 7,340 88.6 1,512 10 119 — 1,631 10 7
Seattle, WA 7 309,608 6,494 90.7 674 39 — — 674 39 3
Denver, CO 16 391,613 6,176 86.4 1,079 — 35 — 1,114 — 5
Louisville, KY 11 253,222 5,327 95.9 668 17 448 — 1,116 17 5
Philadelphia, PA 4 444,296 4,782 75.8 694 — 436 144 1,129 144 5
Phoenix, AZ 13 245,940 4,297 92.6 519 70 281 — 800 70 4
Miami, FL 11 153,570 3,101 89.3 543 — — 30 543 30 2
Kansas City, MO 6 130,640 2,801 92.1 349 89 — 8 349 97 2
Salt Lake City, UT 10 130,713 2,749 91.7 434 — 136 7 569 7 2
New York, NY 3 172,782 2,311 100.0 — — — 537 — 537 2
Greenville, SC 14 157,970 2,261 100.0 135 657 — 51 135 708 4
Minneapolis, MN 5 128,599 1,995 92.9 228 — — 81 228 81 1
Las Vegas, NV 5 109,863 1,779 95.5 342 — — — 342 — 1
Ogden, UT 8 92,008 1,638 90.6 338 — — 60 338 60 2
Washington, DC 4 103,496 1,557 90.6 55 29 186 — 242 29 1
Indianapolis, IN 4 117,216 1,514 100.0 180 46 39 — 219 46 1
Fresno, CA 1 59,689 1,370 100.0 — 56 — — — 56 —
Los Angeles, CA 4 96,560 1,319 83.3 161 — 66 — 227 — 1
Remaining 86 1,518,018 26,127 92.8 2,338 1,477 636 716 2,974 2,193 22
294 $ 6,401,183 $ 114,432 90.7 13,977 5,383 2,828 1,687 16,805 7,070 100
(1) Properties that are held for sale are included in property count, Investment, Cash (Adjusted) NOI, and square feet but are excluded from Occupancy. One property is held for sale as of
December 31, 2023.
(2) Excludes three properties that are in Development.
(3) Includes Outpatient Medical buildings that are off-campus, adjacent (within 0.25 miles of a hospital campus) and anchored (the asset is off-campus, but is 1/3 or more leased to a
health system or large physician group). |
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Outpatient Medical Same-Store
As of and for the quarter ended December 31, 2023, dollars and square feet in thousands
SAME-STORE
4Q22 1Q23 2Q23 3Q23 4Q23
Year-Over-Year Growth
Property Count 280 280 280 280 280 —
Portfolio Investment $ 5,807,062 $ 5,844,114 $ 5,874,574 $ 5,911,347 $ 5,959,055
Square Feet 22,545 22,560 22,561 22,567 22,568
Occupancy % 91.4 91.1 91.2 91.2 91.6 20 bps
Portfolio Real Estate Revenues $ 162,347 $ 163,836 $ 164,515 $ 168,770 $ 166,551 2.6%
Portfolio Operating Expenses (54,947) (55,854) (56,295) (58,419) (56,685) 3.2%
Portfolio NOI $ 107,400 $ 107,982 $ 108,220 $ 110,351 $ 109,866 2.3%
Portfolio Cash Real Estate Revenues $ 157,000 $ 159,569 $ 160,160 $ 164,819 $ 163,154 3.9%
Portfolio Cash Operating Expenses (54,291) (55,240) (55,651) (57,777) (56,047) 3.2%
Portfolio Cash (Adjusted) NOI $ 102,710 $ 104,329 $ 104,510 $ 107,041 $ 107,107 4.3%
Portfolio Cash (Adjusted) NOI Margin % 65.4 65.4 65.3 64.9 65.6 20 bps
Pro Forma Portfolio Cash (Adjusted) NOI Margin %(1) 80.0 80.1 79.9 80.7 80.7 70 bps
(1) Approximately 50% of operating expenses reported above are recoverable from tenants and are reported gross in both Portfolio Cash Real Estate Revenues and Portfolio Cash Operating
Expenses. Pro Forma Portfolio Cash (Adjusted) NOI Margin % has been adjusted to remove recoverable expenses from both revenue and expenses.
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Bolingbrook Outpatient Medical building
Bolingbrook, IL |
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Outpatient Medical
As of December 31, 2023, square feet in thousands
SQUARE FEET BY HEALTH SYSTEM
Total Square Feet
Health System MSA
Property
Count
Credit
Rating On-Campus Adjacent(1) Anchored(1)
Unaffiliated
Off-Campus Total
% of Total
Outpatient
Medical
%
Directly
Leased
by Health
System
Weighted
Average
Remaining
Lease
Term
HCA Dallas TX, Nashville TN, Denver CO, Various 115 Baa3 9,550 183 318 — 10,052 42.1 24.8 7.4
Memorial Hermann Houston TX 16 Aa3 1,709 — 83 — 1,791 7.5 4.1 6.4
Norton Healthcare Louisville KY 10 — 685 329 — — 1,014 4.2 2.8 4.9
Community Health Systems Various 16 Caa2 976 — — — 976 4.1 4.7 6.2
Prisma Health System Greenville SC 14 A3 792 — 51 — 843 3.5 2.1 4.6
Thomas Jefferson Univ Hospital Philadelphia PA 1 A3 694 — — — 694 2.9 1.8 2.8
Providence Health & Services Seattle WA 6 A2 610 — — — 610 2.6 1.1 2.0
Atlantic Health New York NY 3 Aa3 — — 537 — 537 2.2 2.7 8.8
HonorHealth Phoenix AZ 9 A2 421 107 — — 528 2.2 0.7 4.3
CommonSpirit Various 8 Baa1 442 32 — — 474 2.0 1.7 2.6
UPENN Health System Philadelphia PA 1 Aa3 — 436 — — 436 1.8 1.0 6.1
Tenet Healthcare San Antonio TX, Phoenix AZ 4 B1 295 — 90 — 384 1.6 0.6 4.4
Encompass Health Various 4 Ba3 310 — — — 310 1.3 1.5 8.3
Orlando Health Tampa FL, Orlando FL 2 A2 289 — — — 289 1.2 0.3 5.0
Steward Health Houston TX, Phoenix AZ 2 — 268 — — — 268 1.1 0.2 5.1
Baylor Scott & White Health Dallas TX 4 Aa3 138 — 69 — 207 0.9 0.5 0.8
Bon Secours Mercy Health Richmond VA, Cincinnati OH 4 A2 60 — 134 — 194 0.8 0.5 3.7
Franciscan Alliance Indianapolis IN 2 Aa3 180 — — — 180 0.8 0.8 2.8
Ascension Health Pensacola FL, Indianapolis IN 4 Aa2 85 — 94 — 179 0.8 0.7 4.6
Medical Univ of South Carolina Florence SC 3 Aa3 172 — — — 172 0.7 0.9 8.0
Remaining - credit rated 36 1,008 292 717 — 2,017 8.4
Remaining - not credit rated 30 675 91 372 582 1,719 7.2
Total 294 19,360 1,470 2,464 582 23,875 100.0 53.6 5.4
% of Total 81.1 6.2 10.3 2.4
Total Healthcare Affiliated 97.6%
(1) Denotes whether the Outpatient Medical building is adjacent (within 0.25 miles) to a hospital campus or anchored (the asset is off-campus, but is 1/3 or more leased to a health
system or large physician group). |
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Outpatient Medical
As of and for the quarter ended December 31, 2023, dollars and square feet in thousands
LEASE EXPIRATION DATA(1)
Total On-Campus Off-Campus
Year
Leased
Square Feet %
Annualized
Base Rent(2) %
Leased
Square Feet
Annualized
Base Rent(2)
Leased
Square Feet
Annualized
Base Rent(2)
2024(2) 2,877 13.3 $ 85,517 15.6 2,272 $ 68,838 606 $ 16,679
2025 2,898 13.4 70,052 12.8 2,603 61,807 294 8,245
2026 2,055 9.5 57,412 10.5 1,745 49,155 311 8,258
2027 1,884 8.7 51,522 9.4 1,515 41,523 369 9,999
2028 2,554 11.8 57,173 10.4 2,294 50,515 260 6,658
2029 1,438 6.7 38,471 7.0 1,142 31,034 295 7,437
2030 1,310 6.1 36,069 6.6 934 26,530 376 9,539
2031 1,654 7.7 41,046 7.5 1,267 29,956 387 11,090
2032 1,376 6.4 28,376 5.2 685 14,687 691 13,688
2033 917 4.2 27,375 5.0 613 17,775 304 9,600
Thereafter 2,637 12.2 55,885 10.2 2,415 49,496 221 6,389
21,600 100 $ 548,900 100 17,486 $ 441,317 4,114 $ 107,583
(1) Excludes one asset held for sale at December 31, 2023.
(2) Annualized Base Rent does not include expense recoveries, additional rent in excess of floors, and non-cash revenue adjustments. Month-to-month and holdover leases are
included in 2024 expirations.
(3) Reflects the earliest point at which the purchase option can be exercised.
MATERIAL NEAR-TERM PURCHASE OPTIONS
Maturity Year Option Date(3) Name Property Count MSA Property Type
Cash (Adjusted) NOI
Annualized Option Price
2026 10/2025 Innovation 1 San Diego, CA Outpatient medical $ 1,488 $ 31,700 |
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Outpatient Medical
(1) For comparative purposes, reflects adjustments for leases that converted to a different lease type upon renewal, amendment or extension of the original lease. Change in cash
rents is based on renewals executed during the period and represents expiring rate compared to renewal rate.
(2) Average cost per lease year.
(3) Excludes a 1.3 million square foot lease renewal for which rents are percentage based.
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FULL YEAR LEASING ACTIVITY
Leased
Square Feet
Annualized
Base Rent Per
Sq. Ft.
% Change in
Cash
Rents(1)(3)
Tenant
Improvements
per Sq. Ft.(2)
Leasing
Costs per
Sq. Ft.(2)
Average Lease
Term (Months)
Trailing Twelve
Month Retention
Rate
Leased Square Feet as of December 31, 2022 21,698 $ 26.04
Assets held for sale (35) 30.24
Dispositions (126) 28.67
Expirations (4,303) 28.20
Renewals, amendments and extensions 3,702 28.59 3.8 2.53 0.95 67 79.9%
New lease commencements 726 28.42 5.72 1.65 83
Terminations (62) 26.82
Leased Square Feet as of December 31, 2023 21,600 $ 26.90
As of December 31, 2023, square feet in thousands, presented at 100%
4Q23 LEASING ACTIVITY
Leased
Square Feet
Annualized
Base Rent Per
Sq. Ft.
% Change in
Cash Rents(1)
Tenant
Improvements
per Sq. Ft.(2)
Leasing
Costs per
Sq. Ft.(2)
Average Lease
Term (Months)
Trailing Twelve
Month Retention
Rate
Leased Square Feet as of September 30, 2023 21,482 $ 26.77
Expirations (641) 29.41
Renewals, amendments and extensions 554 29.34 3.6 $ 2.11 $ 0.89 73 79.9%
New lease commencements 212 28.61 5.63 1.64 87
Terminations (7) 26.75
Leased Square Feet as of December 31, 2023 21,600 $ 26.90 |
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Outpatient Medical
PROVIDER SPECIALTY
Healthpeak
National
Benchmark(4)
Types of Specialties
Orthopedics 10% 4%
Obstetrics / Gynecology 8% 5%
General / Specialty Surgery 8% 4%
Ambulatory Surgery Center 7% N/A
Cardiovascular 6% 4%
Oncology 6% 3%
Imaging / Radiology 4% 3%
Neurology 4% 2%
Gastroenterology 3% 2%
Other 27% 40%
Total Specialties 83% 67%
Primary Care 17% 33%
Total 100% 100%
As of and for the quarter ended December 31, 2023, square feet in thousands
LEASE TYPE
Leased Square Feet
On-Campus Adjacent Anchored
Unaffiliated
Off-Campus Total % of Total
Triple-Net(1) 11,181 684 2,108 86 14,058 65.1
Base Year(2) 5,290 536 157 421 6,403 29.6
Gross(3) 1,016 9 100 14 1,139 5.3
Total 17,486 1,229 2,365 521 21,600 100.0
OWNERSHIP TYPE
Total Square Feet
On-Campus Adjacent Anchored
Unaffiliated
Off-Campus Total
% of
Total
Weighted
Average
Remaining
Lease
Term
Ground Lease 8,862 32 442 72 9,407 39.4 78 (5)
Fee Simple 10,498 1,438 2,022 510 14,467 60.6
Total 19,360 1,470 2,464 582 23,875 100.0
CONTRACTUAL LEASE ESCALATORS
Leased
Square
Feet
% of
Square
Feet Escalator %
Fixed 20,461 94.7 2.8
CPI 1,139 5.3 3.9 (6)
Total 21,600 100.0 2.9
(1) Includes both triple-net lease structures, in which the tenant is directly responsible for all operating expenses of the property, and net lease structures, where the tenant is
responsible for 100% of their pro rata share of operating expenses.
(2) A lease structure in which the rental rate includes the tenant's pro rata share of operating expenses. The pro rata share of expenses in the first year of the lease is considered the
“base year” and any increase in expenses beyond the “base year” is recoverable from the tenant.
(3) A lease structure in which the tenant’s pro rata share of operating expenses is presumed to be included in the rental rate, with no variability for fluctuations in operating expenses.
(4) U.S. physicians breakdown from AAMC, 2022 Physician Specialty Data Book.
(5) Includes renewal options.
(6) Includes both pure CPI leases, leases with a CPI floor averaging 2%, and certain leases containing CPI ceilings. The CPI escalator presented above is based on the average year-to-date year-over-year change in CPI, which will vary over time and is based on specific lease terms. |
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CCRC
As of and for the quarter ended December 31, 2023, dollars in thousands, except REVPOR
INVESTMENTS
Property
Count
Net Portfolio
Investment(1)
Portfolio Real
Estate Revenues,
excluding NREFS
NREF
Amortization
Portfolio
Cash Opex
Portfolio
Adjusted
NOI Units
Occupancy
%
REVPOR
CCRC
NREF Cash
Collections
Operator
Life Care Services 13 $ 1,305,926 $ 95,707 $ 19,080 $ (89,840) $ 24,947 6,045 85.9 $ 7,365 $ 25,295
Sunrise Senior Living 2 267,610 18,528 3,025 (16,582) 4,971 1,052 79.4 8,598 5,723
Remaining — — — — (438) (438) N/A N/A N/A —
Total 15 $ 1,573,536 $ 114,235 $ 22,105 $ (106,860) $ 29,481 7,097 84.9 $ 7,536 $ 31,019
(1) Net Portfolio Investment is gross Portfolio Investment as defined in the Glossary less Non-Refundable Entrance Fees ("NREFs") and refundable Entrance Fees, which appear on our
Consolidated Balance Sheet in the Deferred revenue line and Accounts payable, accrued liabilities and other liabilities line, respectively. As of December 31, 2023, the balances of
NREFs and refundable Entrance Fees were $562.0 million and $251.9 million, respectively.
TOTAL CCRC PORTFOLIO
4Q22 1Q23 2Q23 3Q23 4Q23
Property count 15 15 15 15 15
Gross Portfolio Investment $ 2,285,837 $ 2,305,971 $ 2,332,631 $ 2,353,693 $ 2,387,437
Net Portfolio Investment(1) 1,498,292 1,514,431 1,537,186 1,545,592 1,573,536
Units 7,183 7,107 7,108 7,112 7,097
IL, AL, and Memory Care Occupancy % 82.2 83.0 83.3 83.8 84.6
Skilled Nursing Occupancy % 83.4 83.7 84.1 84.6 86.7
Total Occupancy % 82.4 83.1 83.4 83.9 84.9
REVPOR CCRC $ 7,090 $ 7,179 $ 7,317 $ 7,477 $ 7,536
REVPOR CCRC excluding NREF Amortization 5,892 6,056 6,175 6,315 6,314
NREF Cash Collections $ 27,858 $ 28,791 $ 30,726 $ 36,117 $ 31,019
NREF Amortization 21,260 19,887 20,382 20,823 22,105
Portfolio Real Estate Revenues $ 125,920 $ 127,221 $ 130,231 $ 133,808 $ 136,340
Portfolio Operating Expenses before management fee (96,667) (97,206) (97,481) (100,454) (100,859)
Management fee (3,444) (3,918) (4,174) (4,319) (5,061)
Portfolio NOI $ 25,809 $ 26,097 $ 28,575 $ 29,036 $ 30,420
Portfolio Cash Real Estate Revenues $ 125,920 $ 127,221 $ 130,231 $ 133,808 $ 136,340
Portfolio Cash Operating Expenses before management fee (94,366) (97,156) (98,209) (100,454) (101,799)
Management fee (3,444) (3,918) (4,174) (4,319) (5,061)
Portfolio Adjusted NOI $ 28,109 $ 26,147 $ 27,848 $ 29,036 $ 29,481
Portfolio Adjusted NOI Margin % 22.3 20.6 21.4 21.7 21.6 |
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CCRC
As of and for the quarter ended December 31, 2023, dollars in thousands, except REVPOR
SAME-STORE
4Q22 1Q23 2Q23 3Q23 4Q23
Year-Over-Year Growth
Property count 15 15 15 15 15 —
Net Portfolio Investment $ 1,498,292 $ 1,514,431 $ 1,533,060 $ 1,541,511 $ 1,570,388
Units 7,183 7,107 7,100 7,100 7,085
IL, AL, and Memory Care Occupancy % 82.2 83.0 83.3 83.8 84.6 240 bps
Skilled Nursing Occupancy % 83.4 83.7 84.1 84.6 86.7 330 bps
Total Occupancy % 82.4 83.1 83.4 83.9 84.9 250 bps
REVPOR CCRC $ 7,090 $ 7,171 $ 7,314 $ 7,477 $ 7,535 6.3%
REVPOR CCRC excluding NREF Amortization 5,892 6,049 6,173 6,315 6,315 7.2%
Portfolio Real Estate Revenues $ 125,873 $ 127,084 $ 129,999 $ 133,603 $ 136,083 8.1%
Portfolio Operating Expenses (99,769) (100,678) (101,210) (104,236) (105,416) 5.7%
Portfolio NOI $ 26,104 $ 26,407 $ 28,789 $ 29,367 $ 30,667 17.5%
Portfolio Cash Real Estate Revenues $ 125,873 $ 127,084 $ 129,999 $ 133,603 $ 136,083 8.1%
Portfolio Cash Operating Expenses (97,469) (100,628) (101,938) (104,236) (106,356) 9.1%
Portfolio Adjusted NOI $ 28,404 $ 26,457 $ 28,062 $ 29,367 $ 29,727 4.7%
Portfolio Adjusted NOI Margin % 22.6 20.8 21.6 22.0 21.8 -80 bps
Same-Store
Cypress Village
Jacksonville, FL
38
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(1) During the quarter, a property re-entered Occupancy and REVPOR following redevelopment. Excluding that property from 4Q23, Occupancy and REVPOR would have been
79.7% and $4,666, respectively.
(2) Excludes $2.8 million of estimated reserves for loan losses under the current expected credit losses accounting standard in accordance with ASC 326, and resident loans on
CCRC entrance fee contracts of $42.7 million.
(3) Seller financing loans receivable have floating interest rates subject to certain floors.
(4) In January 2024, a seller financing loan was extended, bringing the weighted average maturity in years to 0.4.
Other
DEBT INVESTMENTS
Weighted Average as of
December 31, 2023
Investment(2) Interest Income Yield(3) Maturity in Years(4)
Seller financing loans $ 178,547 $ 4,979 11.7% 0.1
Total Debt Investments $ 178,547 $ 4,979 11.7% 0.1
As of and for the quarter ended December 31, 2023, dollars in thousands, except REVPOR
SOVEREIGN WEALTH FUND SENIOR HOUSING JV AT SHARE
4Q22 1Q23 2Q23 3Q23 4Q23
Year-Over-Year
Growth
Property count 19 19 19 19 19 —
Investment $ 464,068 $ 465,707 $ 467,765 $ 470,299 $ 471,413
Units 3,354 3,354 3,354 3,354 3,354
Occupancy % 78.3 78.0 78.3 79.3 78.6 (1) 30 bps
REVPOR $ 4,250 $ 4,633 $ 4,584 $ 4,573 $ 5,005 (1) 17.8%
Portfolio Real Estate Revenues $ 18,969 $ 20,574 $ 20,262 $ 20,572 $ 21,247 12.0%
Portfolio Operating Expenses before management fee (13,927) (14,036) (13,652) (14,458) (14,762) 6.0%
Management fee (901) (970) (966) (981) (987) 9.5%
Portfolio NOI $ 4,140 $ 5,569 $ 5,644 $ 5,133 $ 5,498 32.8%
Portfolio Cash Real Estate Revenues $ 19,024 $ 20,566 $ 20,278 $ 20,567 $ 21,167 11.3%
Portfolio Cash Operating Expenses before management fee (13,935) (14,049) (13,679) (14,480) (14,256) 2.3%
Management fee (901) (970) (966) (981) (987) 9.5%
Portfolio Cash (Adjusted) NOI $ 4,188 $ 5,547 $ 5,634 $ 5,106 $ 5,924 41.4%
Portfolio Cash (Adjusted) NOI Margin % 22.0 27.0 27.8 24.8 28.0 600 bps |
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2024 Outlook Information(1)
Projected full year 2024, dollars in millions, except per share amounts
FY 2024 Outlook
February 8, 2024
2024 Outlook Ranges and Supplemental Information(1)
Diluted earnings per common share $0.07 - $0.13
Diluted Nareit FFO per common share $1.54 - $1.60
Diluted FFO as adjusted per common share $1.73 - $1.79
Diluted AFFO per common share $1.50 - $1.56
Total Portfolio Year-Over-Year Same-Store Cash NOI Growth(2)(3) 2.25% - 3.75%
Other Key Assumptions
General and administrative (excl. restructuring and severance-related charges) $95 - $105
Interest expense (net of capitalized interest)(4) $300 - $330
Sources and Uses(5)
Transaction term loan $750
Sales / joint venture proceeds(6) $130
Seller financing repayments $0 - $100
Retained earnings $220 - $270
Total Sources $1,110 - $1,250
Development, redevelopment and revenue enhancing capex(7) $700 - $800
Debt repayments $210
Other / transaction costs $190 - $240
Total Uses $1,100 - $1,250
(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. We expect to finalize 2024 guidance in late April once 1Q books are closed and GAAP merger adjustments are finalized.
(2) Components of same-store outlook: Outpatient Medical 2.50% - 3.50%; Lab 1.50% - 3.00%; CCRC 4.00% - 8.00%.
(3) Same-store outlook for Total Portfolio and Outpatient Medical includes properties acquired through the merger with Physicians Realty Trust as though the properties that meet our
same-store definition had been owned for all of 2023 and 2024.
(4) Initial outlook assumes approximately ($20) million debt mark-to-market assuming approximately 5% 5-year treasury rate.
(5) High level cash sources and uses; excludes equity issued in merger and $1.9 billion of debt assumed in merger.
(6) Includes the joint venture entered through the sale of a 65% interest in the Callan Ridge lab campus in January 2024.
(7) Includes our share of unconsolidated JVs. |
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Glossary
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”)*
See the “Adjusted Funds From Operations” definition included in the accompanying Discussion and
Reconciliations of Non-GAAP Financial Measures for information regarding AFFO.
Annualized Base Rent
The most recent month’s (or subsequent month’s if acquired in the most recent month) base rent
including additional rent floors, cash income from DFLs, and/or interest income annualized for 12
months. Annualized Base Rent includes the Company's share of unconsolidated JVs calculated on the
same basis and excludes properties in our CCRC segment, properties sold or held for sale during the
quarter, and noncontrolling interests' share of consolidated JVs calculated on the same basis. Further,
Annualized Base Rent does not include expense recoveries, additional rents in excess of floors, and non-cash revenue adjustments (i.e., straight-line rents, amortization of market lease intangibles, DFL non-cash interest and deferred revenues). We use Annualized Base Rent for the purpose of determining Lease
Expirations and Debt Investment Maturities.
Completion Date - Development/Redevelopment
For Developments, management’s estimate of the period the core and shell structure improvements are
expected to be or have been completed. For Redevelopments, management’s estimate of the period in
which major construction activity in relation to the scope of the project has been or will be substantially
completed and excludes the completion of tenant improvements.
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.
Development
Includes ground-up construction. Newly completed developments, are considered Stabilized at the
earlier of lease-up (typically when the tenant(s) controls the physical use of 80% of the space) or 24
months from the date the property is placed in service.
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.
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. |
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Glossary
Net Operating Income (“NOI”) and Cash (Adjusted) NOI*
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). Cash (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 Cash (Adjusted) NOI include the Company's pro
rata share of NOI and Cash (Adjusted) NOI from its unconsolidated JVs and exclude noncontrolling
interests’ pro rata share of NOI and Cash (Adjusted) NOI from consolidated joint ventures. See the "Net
Operating Income ("NOI") and Cash (Adjusted) NOI" definition included in the accompanying Discussion
and Reconciliation of Non-GAAP Financial Measures for further information regarding the impact of the
Company's pro rata share on these measures.
Occupancy
For lab buildings and outpatient medical buildings, Occupancy represents rentable square feet where
leases have commenced (certificate of occupancy received), including month-to-month leases, as of the
end of the period reported divided by total rentable square feet. For senior housing facilities, Occupancy
represents the facilities’ average operating Occupancy for the most recent calendar quarter (year-to-date
for year-to-date SS) available based on units. The percentages shown are weighted to reflect our share
and exclude facilities that are currently in Development, vacant square feet under lease-up in newly
completed or recently redeveloped facilities, senior housing facilities acquired during the relevant period
where a full calendar quarter is not available, and facilities held for sale. Senior housing occupancy was
derived solely from information provided by operators without independent verification by us.
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.
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.
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*
See the “Funds From Operations” definition included in the accompanying Discussion and
Reconciliations of Non-GAAP Financial Measures for information regarding Nareit FFO and FFO as
Adjusted.
Healthcare Affiliated
Represents properties that are on-campus or adjacent to a healthcare system and properties that are
leased 1/3 or more to a health system or physician group.
Initial Capital Expenditures (“ICE”)
Expenditures required to bring a newly acquired property up to standard. The expenditures are typically
identified during underwriting and incurred within the first year of ownership.
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.
Metropolitan Statistical Areas (“MSA”)
Metropolitan Statistical Areas are geographic entities delineated by the Office of Management and
Budget for use by Federal Statistical agencies in collecting, tabulating, and publishing Federal statistics.
A metro area contains a core urban area of 50,000 or more population, consists of one or more counties
and includes the counties containing the core urban area, as well as any adjacent counties that have a
high degree of social and economic integration (as measured by commuting to work) with the urban
core.
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. 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. |
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Glossary
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.
Redevelopment
Properties that incur major capital expenditures to significantly improve, change the use, or reposition
the property pursuant to a formal redevelopment plan. Newly completed redevelopments, are considered
Stabilized at the earlier of lease-up (typically when the tenant(s) controls the physical use of 80% of the
space) or 24 months from the date the property is placed in service.
Retention Rate
The ratio of total renewed square feet to the total square feet expiring and available for lease, excluding
the square feet for tenant leases terminated for default or buy-out prior to the expiration of the lease and
leases in assets designated as Held for Sale.
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 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.
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.
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
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.
Total Market Equity
The total number of outstanding shares of our common stock multiplied by the closing price per share of
our common stock on the New York Stock Exchange as of period end, plus the total number of
convertible partnership units multiplied by the closing price per share of our common stock on the New
York Stock Exchange as of period end (adjusted for stock splits).
Units/Square Feet/Capacity
Senior housing facilities are measured in available units (e.g., studio, one or two bedroom units). Lab
buildings and outpatient medical buildings are measured in square feet, excluding square footage for
development or square footage removed from service for redevelopment properties prior to completion.
* Non-GAAP Supplemental Measures Capacities are presented at 100% ownership share.
Reconciliations, definitions, and important discussions regarding the usefulness and limitations
of the Non-GAAP Financial Measures used in this report can be found at
https://ir.healthpeak.com/quarterly-results. |
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(1) This amount includes the corresponding line on the Funds from Operations reconciliation of this Earnings Release and Supplemental Report 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.
Debt Ratios Adjusted EBITDAre and Adjusted
Fixed Charge Coverage
Dollars in thousands
NET INCOME TO ADJUSTED EBITDAre
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
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 |
| 45
Return to TOC
Debt Ratios
As of and for the quarter ended December 31, 2023, dollars in thousands
(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.
FINANCIAL LEVERAGE
December 31, 2023
Enterprise Debt $ 6,916,205
Enterprise Gross Assets 19,959,484
Financial Leverage 34.7%
SECURED DEBT RATIO
December 31, 2023
Enterprise Secured Debt $ 296,003
Enterprise Gross Assets 19,959,484
Secured Debt Ratio 1.5%
NET DEBT TO ADJUSTED EBITDAre
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 |
| Return to TOC 46
COMPANY
Information
BOARD OF DIRECTORS
KATHERINE M. SANDSTROM
Chair of the Board, Healthpeak Properties, Inc.
Former Senior Managing Director,
Heitman LLC
SCOTT M. BRINKER
President and Chief Executive Officer, Healthpeak Properties, Inc.
BRIAN G. CARTWRIGHT
Former General Counsel,
U.S. Securities and Exchange Commission
JAMES B. CONNOR
Former Chairman and Chief Executive Officer,
Duke Realty Corporation
EXECUTIVE MANAGEMENT
SCOTT M. BRINKER
President
Chief Executive Officer
PETER A. SCOTT
Chief Financial Officer
THOMAS M. KLARITCH
Chief Operating Officer
JEFFREY H. MILLER
General Counsel
CHRISTINE N. GARVEY
Former Global Head of Corporate
Real Estate Services, Deutsche Bank AG
R. KENT GRIFFIN, JR.
Managing Director, PHICAS Investors
Former President, BioMed Realty Trust, Inc.
DAVID B. HENRY
Former Vice Chairman and Chief Executive Officer,
Kimco Realty Corporation
SARA GROOTWASSINK LEWIS
Founder and Chief Executive Officer,
Lewis Corporate Advisors, LLC
SCOTT R. BOHN
Chief Development Officer
Head of Lab
ADAM G. MABRY
Chief Investment Officer
SHAWN G. JOHNSTON
Executive Vice President
Chief Accounting Officer
LISA A. ALONSO
Executive Vice President
Chief Human Resources Officer
ANKIT B. PATADIA
Executive Vice President
Treasurer, Corporate Finance |
| Return to TOC 47
Forward-Looking Statements
& Risk Factors
Statements contained in this supplemental report 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; and (ii) the information presented in the section titled "2024 Outlook
Information." 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 supplemental report, 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;
Continued
101 CambridgePark Drive
Boston, MA 47
Return to TOC |
| Return to TOC 48
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 (SEC) 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.
The information in this supplemental report should be read in conjunction with our Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other information filed with the SEC. The
Reporting Definitions (and Reconciliations of Non-GAAP Financial Measures) are an integral part of the
information presented herein. You can access these documents on our website, www.healthpeak.com, free of
charge, as well as amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the
Exchange Act, as soon as reasonably practicable after such material is electronically filed with, or furnished to,
the SEC. The information contained on our website is not incorporated by reference into, and should not be
considered a part of, this supplemental report.
In addition, the SEC maintains a website that contains reports, proxy and information statements, and other
information regarding issuers, including the Company, that file electronically with the SEC at www.sec.gov.
This supplemental report also includes market and industry data that the Company has obtained from market
research, publicly available information and industry publications. The accuracy and completeness of such
information are not guaranteed. The market and industry data is often based on industry surveys and preparers’
experience in the industry. Similarly, although the Company believes that the surveys and market research that
others have performed are reliable, such surveys and market research are subject to assumptions, estimates and
other uncertainties and the Company has not independently verified this information.
Continued
Forward-Looking Statements
& Risk Factors (continued)
Callan Ridge
San Diego, CA
48
Return to TOC |
| Return to TOC 49
Callan Ridge
San Diego, CA
Cambridge Park
Boston, MA
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.
For more information, contact Andrew Johns, Senior Vice President - Investor Relations, at (720) 428-5050.
Forward-Looking Statements
& Risk Factors (concluded) |
| healthpeak.com
________________________________________________________
Irvine, CA
1920 Main Street, Suite 1200
Irvine, CA 92614
_______________________________________________________
Nashville, TN
3000 Meridian Boulevard, Suite 200
Franklin, TN 37067
_________________________________________________________
Corporate HQ, Denver, CO
4600 South Syracuse Street, Suite 500
Denver, CO 80237
(720) 428 - 5050
_________________________________________________________
South San Francisco, CA
101 Oyster Point Boulevard, Suite 102
South San Francisco, CA 94080
________________________________________________________
San Diego, CA
420 Stevens Avenue, Suite 170
Solana Beach, CA 92075
________________________________________________________
Boston, MA
68 Moulton Street, Suite 200
Cambridge, MA 02138 |
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