Document
false0000765880 0000765880 2020-05-05 2020-05-05


 
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
 
May 5, 2020
Date of Report (Date of earliest event reported)
 
 
 
Healthpeak Properties, Inc.
(Exact name of registrant as specified in its charter)
 
 
Maryland
 
001-08895
 
33-0091377
(State of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification Number)
 
1920 Main Street, Suite 1200
Irvine, CA 92614
(Address of principal executive offices) (Zip Code)
 
(949) 407-0700
(Registrant’s telephone number, including area code)
 
N/A
(Former Name or Former Address, if Changed Since Last Report)
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
The New York Stock Exchange
 
 
 
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:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
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 May 5, 2020, Healthpeak Properties, Inc., a Maryland corporation (“Healthpeak”), issued a press release setting forth its financial results for the quarter ended March 31, 2020. 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 www.healthpeak.com. 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 HealthpeakTM for the quarter ended March 31, 2020 is filed 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 www.healthpeak.com.

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:
 
No.
 
Description
 
 
 
99.1
 
 
 
 
99.2
 
 
 
 
99.3
 
 
 
 
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document).


2



SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date: May 5, 2020
 
 
Healthpeak Properties, Inc.
 
(Registrant)
 
 
 
 
 
By:
/s/ Peter A. Scott
 
 
Peter A. Scott
 
 
Executive Vice President and Chief Financial Officer


3
Exhibit 99.1

 


Healthpeak PropertiesTM Reports First Quarter 2020 Results
IRVINE, CA, May 5, 2020 -- Healthpeak Properties, Inc. (NYSE: PEAK) today announced results for the first quarter ended March 31, 2020. For the quarter, we generated net income of $0.54 per share, NAREIT FFO of $0.34 per share, FFO as Adjusted of $0.45 per share and blended Total Same-Store Portfolio Cash NOI growth of 2.0%.
FIRST QUARTER 2020 FINANCIAL PERFORMANCE AND RECENT HIGHLIGHTS
The COVID-19 pandemic continues to evolve rapidly. In order to provide some visibility of the impact of COVID-19 on Healthpeak, we have included some of our key operating metrics through April 2020 in this release and a framework to assess the potential financial impacts of the pandemic on pages 42 and 43 in the First Quarter 2020 Supplemental Report.
Balance sheet and liquidity:
In March 2020, settled remaining outstanding equity forward contracts for proceeds of approximately $1.06 billion, bringing total liquidity as of April 30 to $3.0 billion with full availability on Healthpeak’s $2.5 billion revolving credit facility and approximately $500 million of cash and cash equivalents.
Reduced Net Debt to Adjusted EBITDAre to 4.8x as of March 31, 2020.
Received rating affirmations from Fitch (BBB+, stable outlook) and Moody’s (Baa1, revised outlook to negative).
Transactions:
In January 2020, closed on the previously announced transactions with Brookdale Senior Living (“Brookdale”) related to the acquisition of Brookdale's 51% interest in 13 CCRCs for $641 million (which includes payment of a $100 million management termination fee) and the sale of the 18-property triple-net portfolio for $405 million.
In April 2020, closed on the previously announced $320 million life science acquisition of The Post, a 426,000 square foot life science property located within the Route 128 submarket of Boston, Massachusetts. The stabilized cash and GAAP capitalization rates are 5.1% and 6.5%, respectively.
In April 2020, the tenant exercised its purchase option to acquire the three Frost Street medical office buildings in San Diego, CA for proceeds of approximately $106 million, representing a cash capitalization rate of 6.0%. Healthpeak received a non-refundable deposit of approximately $5 million and will also receive an early lease termination fee of $1.1 million. The transaction is expected to close in the second quarter of 2020.
In February 2020, the tenant closed its purchase option on the North Fulton hospital generating proceeds of approximately $82 million, representing a cash capitalization rate of 10%.
Development additions and completions:
Added an on-campus Class A medical office building to Healthpeak's development program with HCA Healthcare. The 116,500 square foot five-story building will be located on the Woman's Hospital of Texas campus in Houston, TX. The $35 million development will expand the Woman's Hospital of Texas campus and will complement Healthpeak's existing One Fannin medical office building located adjacent to the development site. The project is 36% pre-leased by HCA with another 27% well into negotiations with third party tenants.
Delivered Phase IV of The Cove, representing 164,000 square feet that is 100% leased. The delivery of Phase IV completes the construction of this one million square foot Class A life science campus in South San Francisco.
Delivered the first building at Phase I of The Shore at Sierra Point in South San Francisco, representing 130,000 square feet that is 100% leased.
Delivered a 28,000 square foot life science amenity building in San Diego that is 100% leased and is part of the larger three-property, 252,000 square foot Sorrento Summit life science campus.



Page 1


Development leasing:
In March 2020, as previously announced, signed a 32,000 square foot long-term lease at our 75 Hayden development project in Boston, Massachusetts, bringing year to date leasing at 75 Hayden to 154,000 square feet. The 214,000 square foot Class A development project is expected to be delivered in the fourth quarter and is now 72% pre-leased.
In January 2020, as previously announced, executed a long-term lease with Janssen BioPharma, Inc., part of the Johnson & Johnson Family of Companies, for approximately 60% of Phase II of The Shore at Sierra Point.
Reporting Updates:
Beginning this first quarter of 2020, we report segment information inclusive of our share of unconsolidated joint ventures and exclusive of our partners' noncontrolling interest share of consolidated joint ventures. Accordingly, certain metrics reported for the quarter ended March 31, 2020, including Cash NOI, are now presented at Healthpeak’s pro-rata share. Metrics reported for comparative periods have also been recast to conform with current period presentation.
Maintained quarterly common stock cash dividend of $0.37 per share to be paid on May 19, 2020, to stockholders of record as of the close of business on May 8, 2020.
Named to S&P Global’s Sustainability Yearbook for the fifth consecutive year.


FIRST QUARTER COMPARISON
 
Three Months Ended March 31, 2020
 
Three Months Ended March 31, 2019
(in thousands, except per share amounts)
Amount
 
Per Share
 
Amount
 
Per Share
Net income (loss), diluted
$
279,979

 
$
0.54

 
$
61,029

 
$
0.13

NAREIT FFO, diluted
173,186

 
0.34

 
207,831

 
0.43

FFO as Adjusted, diluted
228,562

 
0.45

 
213,805

 
0.44

AFFO, diluted
209,214

 
 
 
193,265

 
 


NAREIT FFO, FFO as Adjusted, AFFO, SS Cash NOI, Net Debt and 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 "March 31, 2020 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 on the Investor Relations section of our website at http://ir.healthpeak.com/quarterly-results.

Page 2



SAME-STORE ("SS") OPERATING SUMMARY
The table below outlines the year-over-year three-month SS Cash NOI growth:
Year-Over-Year Total SS Portfolio Cash NOI Growth
 
% of SS
Three Month
Medical office
42.3%
2.0%
Life science
31.9%
3.1%
Senior housing(1)
20.2%
(0.1)%
Other non-reportable segments ("Other")
5.6%
4.2%
Total Portfolio(1)
100.0%
2.0%

(1)
Same-Store year-over-year three-month Portfolio Cash NOI growth includes identifiable COVID-19 expenses of $0.6 million in the SHOP portfolio. Exclusive of these costs, SHOP, Total Senior Housing, and Total Same-Store Portfolio Cash NOI year-over-year growth would have been 0.0%, 1.4%, and 2.3%, respectively. The change in our SS policy for transitions, which was announced in the Financial Reporting Updates section of our 4Q19 Earnings Release and Supplemental Report, had no impact on 1Q reported growth rates.

Page 3


APRIL 2020 PRELIMINARY UPDATES  
April 2020 data based on preliminary information and is subject to change. (SF = square feet)
Indicator
As of, or for the month ended, April 30, 2020
Commentary
LIFE SCIENCE
Occupancy
94.7%
Up 40 bps since March 31
April Leasing
61,000 SF of executed leases (includes 19,000 SF of new leasing)
Year-to-date ahead of original expectations
Letters of Intent
370,000 SF of executed LOIs in lease documentation (includes 290,000 SF of new leasing)
New leasing commitments largely driven by existing tenants looking to expand
April Rent Payments
97% received
Collections to date in-line with historical experience
Rent Relief Requests
No material deferrals granted
~25 inquiries (5% of ABR) - reviewing on a case-by-case basis
MEDICAL OFFICE
Occupancy
91.3%
Up 10 bps since March 31
April Leasing
324,000 SF of executed leases (includes 53,000 SF of new leasing)
Year-to-date ahead of original expectations
Letters of Intent
630,000 SF of executed LOIs in lease documentation (includes 140,000 SF of new leasing)
Slightly lower than average LOIs in documentation phase
April Rent Payments
95% received
Collections to date in-line with historical experience
Rent Relief Requests
Approved 386 tenants for rent deferrals (~$4.4M of monthly rent)
Rent deferral program for non-health system / non-hospital tenants, subject to conditions
SENIOR HOUSING: SHOP(1)
Occupancy
82.2%
Month-over-month occupancy declined 300 bps
Move-ins
Declined 73% in April 2020 vs. April 2019
Driven by shelter-in-place and reduced in-person tours
Move-outs
Increased 22% in April 2020 vs. April 2019
Driven by involuntary move-outs. Could return to normal run rates as infections slow
Leads
Declined 50% in April 2020 vs. April 2019
Operators are prioritizing digital marketing platforms
Tours
Declined 50% in April 2020 vs. April 2019
Tours in April 2020 were all virtual / digital
SENIOR HOUSING: CCRC(1)(2)(3)
Occupancy
82.4%
Month-over-month occupancy declined 65 bps in AL/IL/MC and 1,620 bps in skilled nursing for a combined total of 320 bps
Move-ins
Declined 89% in April 2020 vs. April 2019
Driven by shelter-in-place and reduced in-person tours
Move-outs
Declined 22% in April 2020 vs. April 2019
Driven by lower voluntary move-outs
Leads
Declined 52% in April 2020 vs. April 2019
Operators are prioritizing digital marketing platforms
Tours
Declined 45% in April 2020 vs. April 2019
Tours in April 2020 were all virtual / digital
SENIOR HOUSING: NNN Tenant Updates
April Rent Payments
97% received
Capital Senior Living
Paid 75% of April rent on the master lease that matures in October 2020. In ongoing discussions regarding rent payments through maturity. The monthly rent is approximately $0.9M. As previously disclosed, Healthpeak expects to sell these properties as soon as market conditions permit.
Harbor Retirement Associates
Requested a rent deferral and Healthpeak is currently evaluating the request. The monthly rent is approximately $1.2M and was paid in full in April.
SENIOR HOUSING: Known COVID-19 Positive Cases
Based on the daily reports Healthpeak receives from its operators across 222 properties, as of April 30, 2020, Healthpeak had 54 properties managed by 13 different operators with confirmed resident COVID-19 cases, and 31 of those affected properties had experienced resident deaths.
HOSPITALS
April Rent Payments
96% received
Slightly lower than normal due to a tenant waiting on stimulus payment

(1)
Properties that are held for sale, in redevelopment or in development are excluded from reporting statistics.
(2)
Move-in and move-out data exclude skilled nursing beds in our CCRC portfolio given the Medicare residents usually have lengths of stay of 30 days or less.
(3)
Skilled nursing units in our CCRC portfolio received $10M of Coronavirus Aid, Relief, and Economic Security ("CARES") Act funding in April. This represents pro rata funding provided to all Medicare providers, not a program applied for.


Page 4


2020 GUIDANCE UPDATE  
In March 2020, Healthpeak withdrew previously provided guidance due to uncertainty related to the COVID-19 pandemic. Please see pages 42 and 43 in the First Quarter 2020 Supplemental Report for more information.
COMPANY INFORMATION
Healthpeak has scheduled a conference call and webcast for Wednesday, May 6, 2020, at 9:00 a.m. Pacific Time (12:00 p.m. Eastern Time) to present its performance and operating results for the first quarter ended March 31, 2020. The conference call is accessible by dialing (888) 317-6003 (U.S.) or (412) 317-6061 (International). The conference ID number is 9192903. You may also access the conference call via webcast in the Investor Relations section of our website at http://ir.healthpeak.com. An archive of the webcast will be available on Healthpeak's website through May 6, 2021, and a telephonic replay can be accessed through May 20, 2020, by dialing (877) 344-7529 (U.S.) or (412) 317-0088 (International) and entering conference ID number 10142114. Our Supplemental Report for the current period is also available, with this earnings release, in the Investor Relations section of our website.
ABOUT HEALTHPEAK
Healthpeak Properties, Inc. is a fully integrated real estate investment trust (REIT) and S&P 500 company. Healthpeak owns and develops high-quality real estate in the three private-pay healthcare asset classes of Life Science, Senior Housing and Medical Office, designed to provide stability through the inevitable industry cycles. At Healthpeak, we pair our deep understanding of the healthcare real estate market with a strong vision for long-term growth. For more information regarding Healthpeak, visit www.healthpeak.com.

Page 5


FORWARD-LOOKING STATEMENTS
Statements 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, joint venture transactions, leasing activity, capital recycling plans, financing activities, or other transactions discussed in this release; (ii) the payment of a quarterly cash dividend; and (iii) statements regarding the impact of the COVID-19 pandemic on our business, financial condition and results of operations.  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: the severity and duration of the COVID-19 pandemic; actions that may be taken by governmental authorities to contain the COVID-19 outbreak or to treat its impact; the impact of the COVID-19 pandemic and health and safety measures taken to reduce the spread; operational risks associated with third party management contracts, including the additional regulation and liabilities of our RIDEA lease structures; the ability of our existing and future tenants, operators and borrowers to conduct their respective businesses in a manner sufficient to maintain or increase their revenues and manage their expenses in order to generate sufficient income to make rent and loan payments to us and our ability to recover investments made, if applicable, in their operations; the imposition of laws or regulations prohibiting the eviction of our tenants, including new governmental efforts in response to COVID-19; the financial condition of our existing and future tenants, operators and borrowers, including potential bankruptcies and downturns in their businesses, and their legal and regulatory proceedings, which results in uncertainties regarding our ability to continue to realize the full benefit of such tenants’ and operators’ leases and borrowers’ loans; our concentration in the healthcare property sector, particularly in senior housing, life sciences and medical office buildings, which makes our profitability more vulnerable to a downturn in a specific sector than if we were investing in multiple industries; the effect on us and our tenants and operators of legislation, executive orders and other legal requirements, including compliance with the Americans with Disabilities Act, fire, safety and health regulations, environmental laws, the Affordable Care Act, licensure, certification and inspection requirements, and laws addressing entitlement programs and related services, including Medicare and Medicaid, which may result in future reductions in reimbursements or fines for noncompliance; our ability to identify replacement tenants and operators and the potential renovation costs and regulatory approvals associated therewith; the risks associated with property development and redevelopment, including costs above original estimates, project delays and lower occupancy rates and rents than expected; the potential impact of uninsured or underinsured losses, including as a result of hurricanes, earthquakes and other natural disasters, pandemics such as COVID-19, acts of war and/or terrorism and other events that may cause such losses and/or performance declines by us or our tenants and operators; the risks associated with 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; competition for the acquisition and financing of suitable healthcare properties as well as competition for tenants and operators, including with respect to new leases and mortgages and the renewal or rollover of existing leases; our or our counterparties’ ability to fulfill obligations, such as financing conditions and/or regulatory approval requirements, required to successfully consummate acquisitions, dispositions, transitions, developments, redevelopments, joint venture transactions or other transactions; our ability to achieve the benefits of acquisitions or other investments within expected time frames or at all, or within expected cost projections; the potential impact on us and our tenants, operators and borrowers from current and future litigation matters, including the possibility of larger than expected litigation costs, adverse results and related developments; changes in federal, state or local laws and regulations, including those affecting the healthcare industry that affect our costs of compliance or increase the costs, or otherwise affect the operations, of our tenants and operators; our ability to foreclose on collateral securing our real estate-related loans; volatility or uncertainty in the capital markets, the availability and cost of capital as impacted by interest rates, changes in our credit ratings, the value of our common stock, and other conditions that may adversely impact our ability to fund our obligations or consummate transactions, or reduce the earnings from potential transactions; changes in global, national and local economic and other conditions, including the ongoing economic downturn, volatility in the financial markets and high unemployment rates; our ability to manage our indebtedness level and changes in the terms of such indebtedness; competition for skilled management and other key personnel; our reliance on information technology systems and the potential impact of system failures, disruptions or breaches; our ability to maintain our qualification as a real estate investment trust; 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.
CONTACT
Barbat Rodgers
Senior Director – Investor Relations
949-407-0400

Page 6


Healthpeak Properties, Inc.
Consolidated Balance Sheets
In thousands, except share and per share data
(unaudited)
 
March 31, 2020
 
December 31, 2019
Assets
 

 
 

Real estate:
 

 
 

Buildings and improvements
$
12,720,111

 
$
11,120,039

Development costs and construction in progress
588,343

 
692,336

Land
2,114,024

 
1,992,602

Accumulated depreciation and amortization
(2,840,632
)
 
(2,771,922
)
Net real estate
12,581,846

 
11,033,055

Net investment in direct financing leases
44,706

 
84,604

Loans receivable, net of reserves of $9,314 and $0
220,652

 
190,579

Investments in and advances to unconsolidated joint ventures
479,900

 
825,515

Accounts receivable, net of allowance of $8,594 and $4,565
85,037

 
59,417

Cash and cash equivalents
783,542

 
144,232

Restricted cash
106,557

 
40,425

Intangible assets, net
550,348

 
331,693

Assets held for sale, net
271,861

 
504,394

Right-of-use asset, net
171,843

 
172,486

Other assets, net
776,387

 
646,491

Total assets
$
16,072,679

 
$
14,032,891

 
 
 
 
Liabilities and Equity
 

 
 

Bank line of credit and commercial paper
$

 
$
93,000

Term loan
249,002

 
248,942

Senior unsecured notes
5,650,053

 
5,647,993

Mortgage debt
490,049

 
276,907

Intangible liabilities, net
72,137

 
74,991

Liabilities of assets held for sale, net
31,724

 
36,369

Lease liability
156,808

 
156,611

Accounts payable, accrued liabilities, and other liabilities
856,031

 
540,924

Deferred revenue
753,432

 
289,680

Total liabilities
8,259,236

 
7,365,417

Commitments and contingencies
 
 
 
Common stock, $1.00 par value: 750,000,000 shares authorized; 538,135,188 and 505,221,643 shares issued and outstanding
538,135

 
505,222

Additional paid-in capital
10,213,011

 
9,183,892

Cumulative dividends in excess of earnings
(3,512,143
)
 
(3,601,199
)
Accumulated other comprehensive income (loss)
(2,495
)
 
(2,857
)
Total stockholders' equity
7,236,508

 
6,085,058

 
 
 
 
Joint venture partners
373,495

 
378,061

Non-managing member unitholders
203,440

 
204,355

Total noncontrolling interests
576,935

 
582,416

Total equity
7,813,443

 
6,667,474

 
 
 
 
Total liabilities and equity
$
16,072,679

 
$
14,032,891


Page 7


Healthpeak Properties, Inc.
Consolidated Statements of Operations
In thousands, except per share data
(unaudited)
 
Three Months Ended March 31,
 
2020
 
2019
Revenues:
 

 
 

Rental and related revenues
$
314,688

 
$
294,222

Resident fees and services
263,505

 
126,695

Income from direct financing leases
3,269

 
13,524

Interest income
3,688

 
1,713

Total revenues
585,150


436,154

 





Costs and expenses:
 


 

Interest expense
58,376

 
49,327

Depreciation and amortization
189,276

 
131,951

Operating
376,013

 
168,927

General and administrative
22,349

 
21,355

Transaction costs
14,848

 
4,518

Impairments and loan loss reserves (recoveries), net
39,123

 
8,858

Total costs and expenses
699,985


384,936

Other income (expense):
 


 

Gain (loss) on sales of real estate, net
164,869

 
8,044

Loss on debt extinguishments
833

 

Other income (expense), net
210,608

 
3,133

Total other income (expense), net
376,310


11,177

 





Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures
261,475

 
62,395

Income tax benefit (expense)
33,044

 
3,458

Equity income (loss) from unconsolidated joint ventures
(11,979
)
 
(863
)
 





Net income (loss)
282,540

 
64,990

Noncontrolling interests' share in earnings
(3,460
)
 
(3,520
)
Net income (loss) attributable to Healthpeak Properties, Inc.
279,080


61,470

Participating securities' share in earnings
(1,616
)
 
(441
)
Net income (loss) applicable to common shares
$
277,464


$
61,029

 





Earnings per common share:
 


 

Basic
$
0.55

 
$
0.13

Diluted
$
0.54

 
$
0.13

 
 
 
 
Weighted average shares outstanding:
 

 
 

Basic
506,476

 
477,766

Diluted
515,045

 
479,131


Page 8


Healthpeak Properties, Inc.
Funds From Operations
 In thousands, except per share data
(unaudited)
 
 
Three Months Ended
March 31,
 
 
2020

2019
Net income (loss) applicable to common shares
 
$
277,464

 
$
61,029

Real estate related depreciation and amortization
 
189,276

 
131,951

Healthpeak's share of real estate related depreciation and amortization from unconsolidated joint ventures
 
29,610

 
15,077

Noncontrolling interests' share of real estate related depreciation and amortization
 
(4,852
)
 
(4,920
)
Other real estate-related depreciation and amortization
 
1,237

 
2,085

Loss (gain) on sales of real estate, net
 
(164,869
)
 
(8,044
)
Healthpeak's share of loss (gain) on sales of real estate, net, from unconsolidated joint ventures
 
(7,729
)
 

Loss (gain) upon change of control, net(1)
 
(167,434
)
 

Taxes associated with real estate dispositions
 
(11,876
)
 

Impairments (recoveries) of depreciable real estate, net
 
30,722

 
8,858

NAREIT FFO applicable to common shares
 
171,549

 
206,036

Distributions on dilutive convertible units and other
 
1,637

 
1,795

Diluted NAREIT FFO applicable to common shares
 
$
173,186


$
207,831

Diluted NAREIT FFO per common share
 
$
0.34


$
0.43

Weighted average shares outstanding - diluted NAREIT FFO
 
513,123

 
483,671

Impact of adjustments to NAREIT FFO:
 
 
 
 
Transaction-related items(2)
 
$
92,379

 
$
5,889

Other impairments (recoveries) and other losses (gains), net(3)
 
(33,306
)
 

Loss on debt extinguishments
 
(833
)
 

Litigation costs (recoveries)
 
106

 
128

Foreign currency remeasurement losses (gains)
 
10

 
(28
)
Tax rate legislation impact(4)
 
(2,892
)
 

Total adjustments
 
55,464


5,989

FFO as Adjusted applicable to common shares
 
227,013

 
212,025

Distributions on dilutive convertible units and other
 
1,549

 
1,780

Diluted FFO as Adjusted applicable to common shares
 
$
228,562


$
213,805

Diluted FFO as Adjusted per common share
 
$
0.45

 
$
0.44

Weighted average shares outstanding - diluted FFO as Adjusted
 
513,123

 
483,671

_______________________________________
(1)
For the three months ended March 31, 2020, relates to the gain on consolidation of 13 continuing care retirement communities in which we acquired Brookdale's interest and began consolidating during the first quarter of 2020. The gain upon change of control is included in other income (expense), net in the consolidated statements of operations.
(2)
For the three months ended March 31, 2020, includes the termination fee and transition fee expenses related to terminating the management agreements with Brookdale for 13 CCRCs and transitioning those communities to LCS, partially offset by the tax benefit recognized related to those expenses. The expense related to terminating the CCRC management agreements with Brookdale is included in operating expenses in the consolidated statement of operations for the three months ended March 31, 2020.
(3)
For the three months ended March 31, 2020, includes the gain on sale of a hospital that was in a direct financing lease ("DFL"), partially offset by $8 million of additional reserves for loan losses under the new current expected credit losses accounting standard in accordance with ASC 326, Financial Instruments – Credit Losses. The $42 million gain on sale of the hospital that was in a DFL is included in other income (expense), net in the consolidated statement of operations for the three months ended March 31, 2020.
(4)
For the three months ended March 31, 2020, represents the tax benefit of the CARES Act extending the net operating loss carryback period to five years.

Page 9


Healthpeak Properties, Inc.
Adjusted Funds From Operations
In thousands
(unaudited)
 
Three Months Ended March 31,
 
2020
 
2019
FFO as Adjusted applicable to common shares
$
227,013

 
$
212,025

Amortization of deferred compensation
3,987

 
3,590

Amortization of deferred financing costs
2,582

 
2,699

Straight-line rents
(6,229
)
 
(6,246
)
AFFO capital expenditures
(21,791
)
 
(19,220
)
Lease restructure payments
291

 
288

CCRC entrance fees(1)

 
3,496

Deferred income taxes(2)
4,787

 
(3,732
)
Other AFFO adjustments(3)
(3,064
)
 
(1,429
)
AFFO applicable to common shares
207,576

 
191,471

Distributions on dilutive convertible units and other
1,638

 
1,794

Diluted AFFO applicable to common shares
$
209,214

 
$
193,265

Weighted average shares outstanding - diluted AFFO
513,123

 
483,671

 _______________________________________
(1)
In connection with the acquisition of the remaining 51% interest in the CCRC JV in January 2020, we consolidated the 13 communities in the CCRC JV and recorded the assets and liabilities at their acquisition date relative fair values, including the CCRC contract liabilities associated with previously collected non-refundable entrance fees. In conjunction with increasing those CCRC contract liabilities to their fair value, we concluded that we will no longer adjust for the timing difference between non-refundable entrance fees collected and amortized as we believe the amortization of these fees is a meaningful representation of how we satisfy the performance obligations of the fees. As such, upon consolidation of the CCRC assets, we no longer exclude the difference between CCRC entrance fees collected and amortized from the calculation of AFFO. For comparative periods presented, the adjustment continues to represent our 49% share of non-refundable entrance fees collected by the CCRC JV, net of reserves and net of CCRC JV entrance fee amortization.
(2)
For the three months ended March 31, 2020, includes an $8 million current tax refund receivable due to the changes in tax legislation enacted under the CARES Act.
(3)
Primarily includes our share of AFFO capital expenditures from unconsolidated joint ventures, partially offset by noncontrolling interests' share of AFFO capital expenditures from consolidated joint ventures.


Page 10
The Post Boston, MA Earnings Release and Supplemental Report ___________________________________________________________________ First Quarter 2020


 
TABLE OF Contents Earnings Release 3 Consolidated Financial Statements 7 Overview 11 Portfolio Summary 12 Property Count Reconciliations 14 Capitalization and Indebtedness 15 Investment Summary 18 Developments and Redevelopments 20 Capital Expenditures 22 Portfolio Diversification 23 Expirations, Maturities and Purchase Options 25 Triple-net Master Lease Profile 26 Portfolio Senior Housing Triple-net 27 Senior Housing Operating Portfolio 29 CCRC 34 Life Science 35 Medical Office 38 Other 41 2020 Outlook and Additional Information 42 Glossary and Debt Ratios 44 Company Information 50 Forward-Looking Statements & Risk Factors 52 Discussion and Reconciliation of Non-GAAP Financial Measures Hayden Research Campus Lexington, MA 2


 
Healthpeak PropertiesTM Reports First Quarter 2020 Results IRVINE, CA, May 5, 2020 -- Healthpeak Properties, Inc. (NYSE: PEAK) today announced results for the first quarter ended March 31, 2020. For the quarter, we generated net income of $0.54 per share, NAREIT FFO of $0.34 per share, FFO as Adjusted of $0.45 per share and blended Total Same-Store Portfolio Cash NOI growth of 2.0%. FIRST QUARTER 2020 FINANCIAL PERFORMANCE AND RECENT HIGHLIGHTS   – The COVID-19 pandemic continues to evolve rapidly. In order to provide some visibility of the impact of COVID-19 on Healthpeak, we have included some of our key operating metrics through April 2020 in this release and a framework to assess the potential financial impacts of the pandemic on pages 42 and 43 in the First Quarter 2020 Supplemental Report. – Balance sheet and liquidity: • In March 2020, settled remaining outstanding equity forward contracts for proceeds of approximately $1.06 billion, bringing total liquidity as of April 30 to $3.0 billion with full availability on Healthpeak’s $2.5 billion revolving credit facility and approximately $500 million of cash and cash equivalents. • Reduced Net Debt to Adjusted EBITDAre to 4.8x as of March 31, 2020. • Received rating affirmations from Fitch (BBB+, stable outlook) and Moody’s (Baa1, revised outlook to negative). – Transactions: • In January 2020, closed on the previously announced transactions with Brookdale Senior Living (“Brookdale”) related to the acquisition of Brookdale's 51% interest in 13 CCRCs for $641 million (which includes payment of a $100 million management termination fee) and the sale of the 18-property triple-net portfolio for $405 million. • In April 2020, closed on the previously announced $320 million life science acquisition of The Post, a 426,000 square foot life science property located within the Route 128 submarket of Boston, Massachusetts. The stabilized cash and GAAP capitalization rates are 5.1% and 6.5%, respectively. • In April 2020, the tenant exercised its purchase option to acquire the three Frost Street medical office buildings in San Diego, CA for proceeds of approximately $106 million, representing a cash capitalization rate of 6.0%. Healthpeak received a non-refundable deposit of approximately $5 million and will also receive an early lease termination fee of $1.1 million. The transaction is expected to close in the second quarter of 2020. • In February 2020, the tenant closed its purchase option on the North Fulton hospital generating proceeds of approximately $82 million, representing a cash capitalization rate of 10%. – Development additions and completions: • Added an on-campus Class A medical office building to Healthpeak's development program with HCA Healthcare. The 116,500 square foot five-story building will be located on the Woman's Hospital of Texas campus in Houston, TX. The $35 million development will expand the Woman's Hospital of Texas campus and will complement Healthpeak's existing One Fannin medical office building located adjacent to the development site. The project is 36% pre-leased by HCA with another 27% well into negotiations with third party tenants. • Delivered Phase IV of The Cove, representing 164,000 square feet that is 100% leased. The delivery of Phase IV completes the construction of this one million square foot Class A life science campus in South San Francisco. • Delivered the first building at Phase I of The Shore at Sierra Point in South San Francisco, representing 130,000 square feet that is 100% leased. • Delivered a 28,000 square foot life science amenity building in San Diego that is 100% leased and is part of the larger three-property, 252,000 square foot Sorrento Summit life science campus. – Development leasing: • In March 2020, as previously announced, signed a 32,000 square foot long-term lease at our 75 Hayden development project in Boston, Massachusetts, bringing year to date leasing at 75 Hayden to 154,000 square feet. The 214,000 square foot Class A development project is expected to be delivered in the fourth quarter and is now 72% pre-leased. • In January 2020, as previously announced, executed a long-term lease with Janssen BioPharma, Inc., part of the Johnson & Johnson Family of Companies, for approximately 60% of Phase II of The Shore at Sierra Point. – Reporting Updates: • Beginning this first quarter of 2020, we report segment information inclusive of our share of unconsolidated joint ventures and exclusive of our partners' noncontrolling interest share of consolidated joint ventures. Accordingly, certain metrics reported for the quarter ended March 31, 2020, including Cash NOI, are now presented at Healthpeak’s pro-rata share. Metrics reported for comparative periods have also been recast to conform with current period presentation. – Maintained quarterly common stock cash dividend of $0.37 per share to be paid on May 19, 2020, to stockholders of record as of the close of business on May 8, 2020. – Named to S&P Global’s Sustainability Yearbook for the fifth consecutive year. 3 ReturnReturn to to TOC TOC


 
FIRST QUARTER COMPARISON Three Months Ended Three Months Ended March 31, 2020 March 31, 2019 (in thousands, except per share amounts) Amount Per Share Amount Per Share Net income (loss), diluted $ 279,979 $ 0.54 $ 61,029 $ 0.13 NAREIT FFO, diluted 173,186 0.34 207,831 0.43 FFO as Adjusted, diluted 228,562 0.45 213,805 0.44 AFFO, diluted 209,214 193,265 NAREIT FFO, FFO as Adjusted, AFFO, SS Cash NOI, Net Debt and 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 "March 31, 2020 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 on 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 SS Cash NOI growth: Year-Over-Year Total SS Portfolio Cash NOI Growth Three % of SS Month Medical office 42.3% 2.0% Life science 31.9% 3.1% Senior housing(1) 20.2% (0.1%) Other non-reportable segments ("Other") 5.6% 4.2% Total Portfolio(1) 100.0% 2.0% (1) Same-Store year-over-year three-month Portfolio Cash NOI growth includes identifiable COVID-19 expenses of $0.6 million in the SHOP portfolio. Exclusive of these costs, SHOP, Total Senior Housing, and Total Same-Store Portfolio Cash NOI year-over-year growth would have been 0.0%, 1.4%, and 2.3%, respectively. The change in our SS policy for transitions, which was announced in the Financial Reporting Updates section of our 4Q19 Earnings Release and Supplemental Report, had no impact on 1Q reported growth rates. 4 ReturnReturn to to TOC TOC


 
APRIL 2020 PRELIMINARY UPDATES April 2020 data based on preliminary information and is subject to change. (SF = square feet) Indicator As of, or for the month ended, April 30, 2020 Commentary LIFE SCIENCE Occupancy 94.7% Up 40 bps since March 31 April Leasing 61,000 SF of executed leases (includes 19,000 SF of new leasing) Year-to-date ahead of original expectations Letters of Intent 370,000 SF of executed LOIs in lease documentation (includes 290,000 SF New leasing commitments largely driven by existing tenants looking to of new leasing) expand April Rent Payments 97% received Collections to date in-line with historical experience Rent Relief Requests No material deferrals granted ~25 inquiries (5% of ABR) - reviewing on a case-by-case basis MEDICAL OFFICE Occupancy 91.3% Up 10 bps since March 31 April Leasing 324,000 SF of executed leases (includes 53,000 SF of new leasing) Year-to-date ahead of original expectations Letters of Intent 630,000 SF of executed LOIs in lease documentation (includes 140,000 SF Slightly lower than average LOIs in documentation phase of new leasing) April Rent Payments 95% received Collections to date in-line with historical experience Rent Relief Requests Approved 386 tenants for rent deferrals (~$4.4M of monthly rent) Rent deferral program for non-health system / non-hospital tenants, subject to conditions SENIOR HOUSING: SHOP(1) Occupancy 82.2% Month-over-month occupancy declined 300 bps Move-ins Declined 73% in April 2020 vs. April 2019 Driven by shelter-in-place and reduced in-person tours Move-outs Increased 22% in April 2020 vs. April 2019 Driven by involuntary move-outs. Could return to normal run rates as infections slow Leads Declined 50% in April 2020 vs. April 2019 Operators are prioritizing digital marketing platforms Tours Declined 50% in April 2020 vs. April 2019 Tours in April 2020 were all virtual / digital SENIOR HOUSING: CCRC(1)(2)(3) Occupancy 82.4% Month-over-month occupancy declined 65 bps in AL/IL/MC and 1,620 bps in skilled nursing for a combined total of 320 bps Move-ins Declined 89% in April 2020 vs. April 2019 Driven by shelter-in-place and reduced in-person tours Move-outs Declined 22% in April 2020 vs. April 2019 Driven by lower voluntary move-outs Leads Declined 52% in April 2020 vs. April 2019 Operators are prioritizing digital marketing platforms Tours Declined 45% in April 2020 vs. April 2019 Tours in April 2020 were all virtual / digital SENIOR HOUSING: NNN Tenant Updates April Rent Payments 97% received Capital Senior Living Paid 75% of April rent on the master lease that matures in October 2020. In ongoing discussions regarding rent payments through maturity. The monthly rent is approximately $0.9M. As previously disclosed, Healthpeak expects to sell these properties as soon as market conditions permit. Harbor Retirement Associates Requested a rent deferral and Healthpeak is currently evaluating the request. The monthly rent is approximately $1.2M and was paid in full in April. SENIOR HOUSING: Known COVID-19 Positive Cases Based on the daily reports Healthpeak receives from its operators across 222 properties, as of April 30, 2020, Healthpeak had 54 properties managed by 13 different operators with confirmed resident COVID-19 cases, and 31 of those affected properties had experienced resident deaths. HOSPITALS April Rent Payments 96% received Slightly lower than normal due to a tenant waiting on stimulus payment (1) Properties that are held for sale, in redevelopment or in development are excluded from reporting statistics. (2) Move-in and move-out data exclude skilled nursing beds in our CCRC portfolio given the Medicare residents usually have lengths of stay of 30 days or less. (3) Skilled nursing units in our CCRC portfolio received $10M of Coronavirus Aid, Relief, and Economic Security ("CARES") Act funding in April. This represents pro rata funding provided to all Medicare providers, not a program applied for. 5 ReturnReturn to to TOC TOC


 
2020 GUIDANCE UPDATE   In March 2020, Healthpeak withdrew previously provided guidance due to uncertainty related to the COVID-19 pandemic. Please see pages 42 and 43 in the First Quarter 2020 Supplemental Report for more information. COMPANY INFORMATION Healthpeak has scheduled a conference call and webcast for Wednesday, May 6, 2020, at 9:00 a.m. Pacific Time (12:00 p.m. Eastern Time) to present its performance and operating results for the first quarter ended March 31, 2020. The conference call is accessible by dialing (888) 317-6003 (U.S.) or (412) 317-6061 (International). The conference ID number is 9192903. You may also access the conference call via webcast in the Investor Relations section of our website at http://ir.healthpeak.com. An archive of the webcast will be available on Healthpeak's website through May 6, 2021, and a telephonic replay can be accessed through May 20, 2020, by dialing (877) 344-7529 (U.S.) or (412) 317-0088 (International) and entering conference ID number 10142114. Our Supplemental Report for the current period is also available, with this earnings release, in the Investor Relations section of our website. ABOUT HEALTHPEAK Healthpeak Properties, Inc. is a fully integrated real estate investment trust (REIT) and S&P 500 company. Healthpeak owns and develops high-quality real estate in the three private-pay healthcare asset classes of Life Science, Senior Housing and Medical Office, designed to provide stability through the inevitable industry cycles. At Healthpeak, we pair our deep understanding of the healthcare real estate market with a strong vision for long-term growth. For more information regarding Healthpeak, visit www.healthpeak.com. FORWARD-LOOKING STATEMENTS Statements 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, joint venture transactions, leasing activity, capital recycling plans, financing activities, or other transactions discussed in this release; (ii) the payment of a quarterly cash dividend; and (iii) statements regarding the impact of the COVID-19 pandemic on our business, financial condition and results of operations.  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: the severity and duration of the COVID-19 pandemic; actions that may be taken by governmental authorities to contain the COVID-19 outbreak or to treat its impact; the impact of the COVID-19 pandemic and health and safety measures taken to reduce the spread; operational risks associated with third party management contracts, including the additional regulation and liabilities of our RIDEA lease structures; the ability of our existing and future tenants, operators and borrowers to conduct their respective businesses in a manner sufficient to maintain or increase their revenues and manage their expenses in order to generate sufficient income to make rent and loan payments to us and our ability to recover investments made, if applicable, in their operations; the imposition of laws or regulations prohibiting the eviction of our tenants, including new governmental efforts in response to COVID-19; the financial condition of our existing and future tenants, operators and borrowers, including potential bankruptcies and downturns in their businesses, and their legal and regulatory proceedings, which results in uncertainties regarding our ability to continue to realize the full benefit of such tenants’ and operators’ leases and borrowers’ loans; our concentration in the healthcare property sector, particularly in senior housing, life sciences and medical office buildings, which makes our profitability more vulnerable to a downturn in a specific sector than if we were investing in multiple industries; the effect on us and our tenants and operators of legislation, executive orders and other legal requirements, including compliance with the Americans with Disabilities Act, fire, safety and health regulations, environmental laws, the Affordable Care Act, licensure, certification and inspection requirements, and laws addressing entitlement programs and related services, including Medicare and Medicaid, which may result in future reductions in reimbursements or fines for noncompliance; our ability to identify replacement tenants and operators and the potential renovation costs and regulatory approvals associated therewith; the risks associated with property development and redevelopment, including costs above original estimates, project delays and lower occupancy rates and rents than expected; the potential impact of uninsured or underinsured losses, including as a result of hurricanes, earthquakes and other natural disasters, pandemics such as COVID-19, acts of war and/or terrorism and other events that may cause such losses and/or performance declines by us or our tenants and operators; the risks associated with 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; competition for the acquisition and financing of suitable healthcare properties as well as competition for tenants and operators, including with respect to new leases and mortgages and the renewal or rollover of existing leases; our or our counterparties’ ability to fulfill obligations, such as financing conditions and/or regulatory approval requirements, required to successfully consummate acquisitions, dispositions, transitions, developments, redevelopments, joint venture transactions or other transactions; our ability to achieve the benefits of acquisitions or other investments within expected time frames or at all, or within expected cost projections; the potential impact on us and our tenants, operators and borrowers from current and future litigation matters, including the possibility of larger than expected litigation costs, adverse results and related developments; changes in federal, state or local laws and regulations, including those affecting the healthcare industry that affect our costs of compliance or increase the costs, or otherwise affect the operations, of our tenants and operators; our ability to foreclose on collateral securing our real estate-related loans; volatility or uncertainty in the capital markets, the availability and cost of capital as impacted by interest rates, changes in our credit ratings, the value of our common stock, and other conditions that may adversely impact our ability to fund our obligations or consummate transactions, or reduce the earnings from potential transactions; changes in global, national and local economic and other conditions, including the ongoing economic downturn, volatility in the financial markets and high unemployment rates; our ability to manage our indebtedness level and changes in the terms of such indebtedness; competition for skilled management and other key personnel; our reliance on information technology systems and the potential impact of system failures, disruptions or breaches; our ability to maintain our qualification as a real estate investment trust; 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.     CONTACT Barbat Rodgers Senior Director – Investor Relations 6 949-407-0400 ReturnReturn to to TOC TOC


 
Healthpeak Properties, Inc. Consolidated Balance Sheets In thousands, except share and per share data (unaudited)   March 31, 2020 December 31, 2019 Assets Real estate: Buildings and improvements $ 12,720,111 $ 11,120,039 Development costs and construction in progress 588,343 692,336 Land 2,114,024 1,992,602 Accumulated depreciation and amortization (2,840,632) (2,771,922) Net real estate 12,581,846 11,033,055 Net investment in direct financing leases 44,706 84,604 Loans receivable, net of reserves of $9,314 and $0 220,652 190,579 Investments in and advances to unconsolidated joint ventures 479,900 825,515 Accounts receivable, net of allowance of $8,594 and $4,565 85,037 59,417 Cash and cash equivalents 783,542 144,232 Restricted cash 106,557 40,425 Intangible assets, net 550,348 331,693 Assets held for sale, net 271,861 504,394 Right-of-use asset, net 171,843 172,486 Other assets, net 776,387 646,491 Total assets $ 16,072,679 $ 14,032,891 Liabilities and Equity Bank line of credit and commercial paper $ — $ 93,000 Term loan 249,002 248,942 Senior unsecured notes 5,650,053 5,647,993 Mortgage debt 490,049 276,907 Intangible liabilities, net 72,137 74,991 Liabilities of assets held for sale, net 31,724 36,369 Lease liability 156,808 156,611 Accounts payable, accrued liabilities, and other liabilities 856,031 540,924 Deferred revenue 753,432 289,680 Total liabilities 8,259,236 7,365,417 Commitments and contingencies Common stock, $1.00 par value: 750,000,000 shares authorized; 538,135,188 and 505,221,643 shares issued and outstanding 538,135 505,222 Additional paid-in capital 10,213,011 9,183,892 Cumulative dividends in excess of earnings (3,512,143) (3,601,199) Accumulated other comprehensive income (loss) (2,495) (2,857) Total stockholders' equity 7,236,508 6,085,058 Joint venture partners 373,495 378,061 Non-managing member unitholders 203,440 204,355 Total noncontrolling interests 576,935 582,416 Total equity 7,813,443 6,667,474 Total liabilities and equity $ 16,072,679 $ 14,032,891 7 ReturnReturn to to TOC TOC


 
Healthpeak Properties, Inc. Consolidated Statements of Operations In thousands, except per share data (unaudited)   Three Months Ended March 31, 2020 2019 Revenues: Rental and related revenues $ 314,688 $ 294,222 Resident fees and services 263,505 126,695 Income from direct financing leases 3,269 13,524 Interest income 3,688 1,713 Total revenues 585,150 436,154 Costs and expenses:     Interest expense 58,376 49,327 Depreciation and amortization 189,276 131,951 Operating 376,013 168,927 General and administrative 22,349 21,355 Transaction costs 14,848 4,518 Impairments and loan loss reserves (recoveries), net 39,123 8,858 Total costs and expenses 699,985 384,936 Other income (expense):     Gain (loss) on sales of real estate, net 164,869 8,044 Loss on debt extinguishments 833 — Other income (expense), net 210,608 3,133 Total other income (expense), net 376,310 11,177 Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures 261,475 62,395 Income tax benefit (expense) 33,044 3,458 Equity income (loss) from unconsolidated joint ventures (11,979) (863) Net income (loss) 282,540 64,990 Noncontrolling interests' share in earnings (3,460) (3,520) Net income (loss) attributable to Healthpeak Properties, Inc. 279,080 61,470 Participating securities' share in earnings (1,616) (441) Net income (loss) applicable to common shares $ 277,464 $ 61,029 Earnings per common share:     Basic $ 0.55 $ 0.13 Diluted $ 0.54 $ 0.13 Weighted average shares outstanding: Basic 506,476 477,766 Diluted 515,045 479,131 8 ReturnReturn to to TOC TOC


 
Healthpeak Properties, Inc.   Funds From Operations In thousands, except per share data (unaudited) Three Months Ended (1) For the three months ended March 31, 2020, relates to March 31, the gain on consolidation of 13 continuing care 2020 2019 retirement communities in which we acquired Brookdale's interest and began consolidating during the Net income (loss) applicable to common shares $ 277,464 $ 61,029 first quarter of 2020. The gain upon change of control Real estate related depreciation and amortization 189,276 131,951 is included in other income (expense), net in the consolidated statements of operations. Healthpeak's share of real estate related depreciation and amortization from unconsolidated joint (2) For the three months ended March 31, 2020, includes ventures 29,610 15,077 the termination fee and transition fee expenses related Noncontrolling interests' share of real estate related depreciation and amortization (4,852) (4,920) to terminating the management agreements with Other real estate-related depreciation and amortization 1,237 2,085 Brookdale for 13 CCRCs and transitioning those communities to LCS, partially offset by the tax benefit Loss (gain) on sales of real estate, net (164,869) (8,044) recognized related to those expenses. The expense Healthpeak's share of loss (gain) on sales of real estate, net, from unconsolidated joint ventures (7,729) — related to terminating the CCRC management (1) agreements with Brookdale is included in operating Loss (gain) upon change of control, net (167,434) — expenses in the consolidated statement of operations Taxes associated with real estate dispositions (11,876) — for the three months ended March 31, 2020. (3) For the three months ended March 31, 2020, includes Impairments (recoveries) of depreciable real estate, net 30,722 8,858 the gain on sale of a hospital that was in a direct NAREIT FFO applicable to common shares 171,549 206,036 financing lease ("DFL"), partially offset by $8 million of Distributions on dilutive convertible units and other 1,637 1,795 additional reserves for loan losses under the new current expected credit losses accounting standard in Diluted NAREIT FFO applicable to common shares $ 173,186 $ 207,831 accordance with ASC 326, Financial Instruments – Credit Diluted NAREIT FFO per common share $ 0.34 $ 0.43 Losses. The $42 million gain on sale of the hospital that was in a DFL is included in other income (expense), net Weighted average shares outstanding - diluted NAREIT FFO 513,123 483,671 in the consolidated statement of operations for the three Impact of adjustments to NAREIT FFO: months ended March 31, 2020. (2) (4) For the three months ended March 31, 2020, represents Transaction-related items $ 92,379 $ 5,889 the tax benefit of the CARES Act extending the net Other impairments (recoveries) and other losses (gains), net(3) (33,306) — operating loss carryback period to five years. Loss on debt extinguishments (833) — Litigation costs (recoveries) 106 128 Foreign currency remeasurement losses (gains) 10 (28) Tax rate legislation impact(4) (2,892) — Total adjustments 55,464 5,989 FFO as Adjusted applicable to common shares 227,013 212,025 Distributions on dilutive convertible units and other 1,549 1,780 Diluted FFO as Adjusted applicable to common shares $ 228,562 $ 213,805 Diluted FFO as Adjusted per common share $ 0.45 $ 0.44 Weighted average shares outstanding - diluted FFO as Adjusted 513,123 483,671 9 ReturnReturn to to TOC TOC


 
Healthpeak Properties, Inc.  Adjusted Funds From Operations  In thousands (unaudited) Three Months Ended March 31, 2020 2019 FFO as Adjusted applicable to common shares $ 227,013 $ 212,025 Amortization of deferred compensation 3,987 3,590 Amortization of deferred financing costs 2,582 2,699 Straight-line rents (6,229) (6,246) AFFO capital expenditures (21,791) (19,220) Lease restructure payments 291 288 CCRC entrance fees(1) — 3,496 Deferred income taxes(2) 4,787 (3,732) Other AFFO adjustments(3) (3,064) (1,429) AFFO applicable to common shares 207,576 191,471 Distributions on dilutive convertible units and other 1,638 1,794 Diluted AFFO applicable to common shares $ 209,214 $ 193,265 Weighted average shares outstanding - diluted AFFO 513,123 483,671 (1) In connection with the acquisition of the remaining 51% interest in the CCRC JV in January 2020, we consolidated the 13 communities in the CCRC JV and recorded the assets and liabilities at their acquisition date relative fair values, including the CCRC contract liabilities associated with previously collected non-refundable entrance fees. In conjunction with increasing those CCRC contract liabilities to their fair value, we concluded that we will no longer adjust for the timing difference between non-refundable entrance fees collected and amortized as we believe the amortization of these fees is a meaningful representation of how we satisfy the performance obligations of the fees. As such, upon consolidation of the CCRC assets, we no longer exclude the difference between CCRC entrance fees collected and amortized from the calculation of AFFO. For comparative periods presented, the adjustment continues to represent our 49% share of non-refundable entrance fees collected by the CCRC JV, net of reserves and net of CCRC JV entrance fee amortization. (2) For the three months ended March 31, 2020, includes an $8 million current tax refund receivable due to the changes in tax legislation enacted under the CARES Act. (3) Primarily includes our share of AFFO capital expenditures from unconsolidated joint ventures, partially offset by noncontrolling interests' share of AFFO capital expenditures from consolidated joint ventures. 10 ReturnReturn to to TOC TOC


 
The Numbers Overview(1)(2) As of and for the quarter ended March 31, 2020, dollars, square feet, and shares in thousands, except per share data (1) Reconciliations, definitions, and important discussions regarding the usefulness and limitations of the non-GAAP 1Q20 financial measures used in this report can be found at Financial Metrics http://ir.healthpeak.com/quarterly-results. Totals throughout this Earnings Release and Supplemental Report may not add due to Diluted earnings per common share $0.54 rounding. Diluted NAREIT FFO per common share $0.34 (2) Consistent with the Financial Reporting Updates issued in our Diluted FFO as Adjusted per common share $0.45 4Q19 Earnings Release and Supplemental Report, we have Dividends per common share $0.37 changed segments, NOI, and other key performance metrics to be inclusive of unconsolidated JVs and exclusive of non- Portfolio Real Estate Revenues $620,426 controlling interest in consolidated JVs. See the Glossary herein Portfolio NOI $211,140 and the Discussion and Reconciliation of Non-GAAP Financial Measures found at http://ir.healthpeak.com/quarterly-results for Portfolio Cash NOI $294,582 further information. Portfolio Income $298,271 (3) Same-Store year-over-year three-month Portfolio Cash NOI growth includes identifiable COVID-19 expenses of $0.6 million in the SHOP portfolio. Exclusive of these costs, SHOP, Total Senior % of Total SS 1Q20 Housing, and Total Same-Store Portfolio Cash NOI year-over-year growth would have been 0.0%, 1.4%, and 2.3%, respectively. The Same-Store Cash NOI Growth change in our SS policy for transitions, which was announced in (3) Senior housing 20.2% (0.1%) the Financial Reporting Updates section of our 4Q19 Earnings Life science 31.9% 3.1% Release and Supplemental Report, had no impact on 1Q reported growth rates. Medical office 42.3% 2.0% (4) Occupancy for Life science and Medical office is calculated as of Other 5.6% 4.2% the end of the period presented and is based on square feet. Total(3) 100.0% 2.0% Occupancy for Senior housing is calculated on a three-month average and is based on units. Occupancy for Senior housing triple-net is one quarter in arrears, and SHOP and CCRC are based on the most recent three-months available. 1Q20 1Q20 (5) Our Other non-reportable segment consists of 10 hospitals and 1 Capitalization Debt Ratios other property. Common stock outstanding and DownREIT units 545,559 Financial Leverage 33.2% Total Market Equity $13,011,582 Secured Debt Ratio 3.1% Enterprise Debt $6,512,330 Net Debt to Adjusted EBITDAre 4.8x Adjusted Fixed Charge Coverage 4.4x Property Count Capacity Occupancy(4) Portfolio Statistics Senior housing triple-net 64 5,971 Units 86.7% SHOP 141 16,609 Units 85.7% CCRC 17 8,321 Units 86.2% Life science 134 8,588 Sq. Ft. 94.3% Medical office 269 21,069 Sq. Ft. 91.2% Other(5) 11 N/A N/A Total 636 N/A N/A 11 ReturnReturn to to TOC TOC


 
Portfolio Summary As of and for the quarter ended March 31, 2020, dollars in thousands Weighted Property Portfolio Portfolio Private Average (2) (4) Count Age(1) Investment Income Pay % PORTFOLIO INCOME Property Portfolio Senior housing triple-net 64 18 $ 1,035,192 $ 29,255 92.8 SHOP 131 18 3,461,980 41,010 96.4 CCRC 17 29 2,205,032 30,469 80.9 SHOP 14% Life science 123 15 5,523,943 94,367 100.0 Hospitals and Medical office 259 24 4,605,337 87,382 100.0 Other 5% CCRC 10% Other 11 22 255,374 12,099 69.3 605 21 $ 17,086,859 $ 294,582 95.5 Developments Life science 8 — $ 358,904 $ — — Senior housing Medical office 7 — 42,484 — — triple-net 10% 15 — $ 401,388 $ — — $298.3M Redevelopments(3) Medical SHOP 10 — $ 134,561 $ — — office 29% Life science 3 — 131,698 — — Medical office 3 — 9,925 — — 16 — $ 276,184 $ — — Debt Investments Life science Other — — $ 249,489 $ 3,688 — 32% Total Senior housing triple-net 64 18 $ 1,035,192 $ 29,255 92.8 SHOP 141 18 3,596,542 41,010 96.4 CCRC 17 29 2,205,032 30,469 80.9 Life science 134 15 6,014,544 94,367 100.0 Medical office 269 24 4,657,747 87,382 100.0 Other 11 22 504,863 15,787 69.3 636 21 $ 18,013,919 $ 298,271 95.5 (1) Age is weighted based on current quarter Portfolio Income excluding assets sold or held for sale. (2) Self-pay and private insurance (including managed care) revenues as a percentage of total property revenues for the most recent trailing 12 months available, weighted based on current quarter Portfolio Income including assets sold in the quarter. Revenues for medical office buildings are considered 100% private pay. (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. (4) 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. Pro forma for recent activity, these percentages would be: SHOP 14.5%, CCRC 12.5%, Senior housing triple-net 7%, Life science 32%, Medical office 29%, and Other 5%, See page 24 for further information. 12 Return to TOC


 
Quarter NOI Summary For the quarter ended March 31, 2020, dollars in thousands PORTFOLIO NOI SUMMARY Portfolio NOI SS NOI Portfolio Real Portfolio Estate Operating SS Real Estate SS Operating Revenues Expenses Portfolio NOI Revenues Expenses SS NOI Senior housing triple-net $ 33,135 $ (506) $ 32,629 $ 21,962 $ (49) $ 21,913 SHOP 196,188 (155,709) 40,479 60,792 (42,740) 18,052 CCRC 113,427 (174,519) (61,091) (1) N/A N/A N/A Total Senior housing $ 342,751 $ (330,734) $ 12,017 $ 82,754 $ (42,789) $ 39,965 Life science 128,831 (30,184) 98,647 82,551 (19,292) 63,259 Medical office 137,201 (48,362) 88,838 126,421 (43,108) 83,313 Other 11,643 (5) 11,638 10,412 (5) 10,407 $ 620,426 $ (409,286) $ 211,140 $ 302,138 $ (105,194) $ 196,944 PORTFOLIO CASH NOI SUMMARY Portfolio Cash NOI SS Cash NOI Portfolio Cash Portfolio Cash SS Cash Real SS Cash Real Estate Operating Portfolio Cash Estate Operating Revenues Expenses NOI Revenues Expenses SS Cash NOI Senior housing triple-net $ 29,747 $ (492) $ 29,255 $ 21,417 $ (35) $ 21,382 SHOP 196,737 (155,727) 41,010 60,665 (42,727) 17,938 CCRC 113,250 (82,781) 30,469 N/A N/A N/A Total Senior housing $ 339,734 $ (239,000) $ 100,734 $ 82,082 $ (42,762) $ 39,320 Life science 124,538 (30,171) 94,367 81,156 (19,279) 61,878 Medical office 135,097 (47,715) 87,382 124,566 (42,467) 82,099 Other 12,104 (5) 12,099 10,873 (5) 10,868 $ 611,474 $ (316,891) $ 294,582 $ 298,677 $ (104,513) $ 194,165 THREE-MONTH SS SS % of Year-Over-Year Sequential % of Total Segment Occupancy Growth Occupancy Growth SS based based on Property on SS Cash Portfolio SS Cash Count NOI Cash NOI 1Q20 1Q19 SS NOI SS Cash NOI 1Q20 4Q19 SS NOI NOI Senior housing triple-net 52 11% 73% 86.7% 88.2% 8.7 % 2.6% 86.7% 86.3% (1.9%) 0.6% SHOP 50 9% 44% 87.0% 87.0% (0.8%) (3.2%) (2) 87.0% 87.9% 4.0% 3.9% Total Senior housing 102 20% 39% 4.2 % (0.1%) (2) 0.7% 2.1% Life science 95 32% 66% 95.1% 96.9% 2.5 % 3.1% 95.1% 95.5% 2.5% 0.5% Medical office 252 42% 94% 91.6% 92.1% 1.2 % 2.0% 91.6% 92.2% 0.9% 1.0% Other 11 6% 90% 50.2% 49.8% 1.6 % 4.2 % 50.2% 50.5% 1.7% 1.6% Total 460 100% 66% 2.3 % 2.0% (2) 1.4% 1.1% (1) Includes the management termination fee related to transitioning thirteen CCRCs from Brookdale to Life Care Services. (2) Same-Store year-over-year three-month Portfolio Cash NOI growth includes identifiable COVID-19 expenses of $0.6 million in the SHOP portfolio. Exclusive of these costs, SHOP, Total Senior Housing, and Total Same-Store Portfolio Cash NOI year-over-year growth would have been 0.0%, 1.4%, and 2.3%, respectively. The change in our SS policy for transitions, which was announced in the Financial Reporting Updates section of our 4Q19 Earnings Release and Supplemental Report, had no impact on 1Q reported growth rates. 13 Return to TOC


 
Property Count Reconciliations As of March 31, 2020 PROPERTY COUNT RECONCILIATION Senior Housing Life Medical Triple-net SHOP CCRC Science Office Other Total Prior Quarter Total Property Count 90 115 — 134 267 59 665 Policy change to include unconsolidated JVs within segments — 28 2 — 3 (33) — Assets sold (18) (7) — — (1) (3) (29) Segment conversions (8) 5 15 — — (12) — Current Quarter Total Property Count 64 141 17 134 269 11 636 Acquisitions — (17) — (9) (1) — (27) Assets in Development — — — (8) (7) — (15) Completed Developments - not Stabilized — (2) — (7) (1) — (10) Assets in Redevelopment — (10) — (3) (3) — (16) Completed Redevelopments - not Stabilized — — — (8) (3) — (11) Assets held for sale (9) (27) (2) — (2) — (40) Segment conversions(1) (3) (35) (15) — — — (53) Significant tenant relocation(2) — — — (3) — — (3) Assets impacted by casualty event — — — (1) — — (1) Three-Month SS Property Count 52 50 — 95 252 11 460 SEQUENTIAL SS Senior Housing Life Medical Triple-net SHOP CCRC Science Office Other Total Prior Quarter Three-Month SS Property Count 59 29 — 96 249 11 444 Policy change to include unconsolidated JVs within segments — 22 — — 3 — 25 Acquisitions — 1 — 1 — — 2 Assets in Redevelopment — (1) — (1) — — (2) Prior Development/Redevelopment now Stabilized — — — 1 1 — 2 Significant tenant relocation(2) — — — (2) — — (2) Assets held for sale — (1) — — (1) — (2) Assets sold — — — — — (1) (1) Segment conversions(1) (7) — — — — 1 (6) Current Quarter Three-Month SS Property Count 52 50 — 95 252 11 460 (1) Senior housing triple-net represents properties for which an agreement has been reached to convert to SHOP but have not yet closed. (2) Life science assets removed from Same-Store due to significant tenant relocations from buildings that were in Same-Store to buildings that are not in Same-Store, where the relocation results in increased revenues to the company. 14 Return to TOC


 
Capitalization Dollars and shares in thousands, except price per share data TOTAL CAPITALIZATION March 31, 2020 Shares Value Total Value Common stock (NYSE: PEAK) 538,135 $ 23.85 $ 12,834,520 Convertible partnership (DownREIT) units 7,424 23.85 177,062 Total Market Equity 545,559 $ 13,011,582 Consolidated Debt 6,416,941 Total Market Equity and Consolidated Debt 545,559 $ 19,428,523 Share of unconsolidated JV debt 95,389 Total Market Equity and Enterprise Debt 545,559 $ 19,523,912 COMMON STOCK AND EQUIVALENTS Weighted Average Shares Three Months Ended March 31, 2020 Shares Outstanding Diluted Diluted FFO Diluted March 31, 2020 Diluted EPS NAREIT FFO as Adjusted AFFO Common stock 538,135 506,476 506,476 506,476 506,476 Common stock equivalent securities: Restricted stock units(1) 1,779 317 317 317 317 Dilutive impact of options 1 1 1 1 1 Equity forward agreements(2) — 808 808 808 808 Convertible partnership (DownREIT) units 7,424 7,443 5,521 5,521 5,521 Total common stock and equivalents 547,339 515,045 513,123 513,123 513,123 (1) The weighted average shares represent the current dilutive impact, using the treasury stock method, of 1.8 million restricted stock units outstanding as of March 31, 2020. (2) Represents the current dilutive impact of 32.5 million weighted average shares of common stock under forward sales agreements that were unsettled during a portion of the three months ended March 31, 2020. As of March 31, 2020 all shares under forward sales agreements were settled and are included in our common stock as of March 31, 2020. 15 Return to TOC


 
Indebtedness and Ratios As of March 31, 2020, dollars in thousands DEBT MATURITIES AND SCHEDULED PRINCIPAL REPAYMENTS (AMORTIZATION) Share of Unconsolidated Senior Unsecured Notes Mortgage Debt JV Debt Enterprise Debt Bank LOC & Commercial Consolidated Paper(1) Term Loan(2) Amounts Rates %(3) Amounts Rates %(3) Debt Amounts(4) Rates %(3) Amounts Rates %(3) 2020 $ — $ — $ — — $ 6,202 5.08 $ 6,202 $ 10,471 4.24 $ 16,673 4.24 2021 — — — — 16,165 5.26 16,165 46,214 4.05 62,379 4.31 2022 — — 300,000 3.37 8,417 — 308,417 14,703 4.44 323,120 3.46 2023 — — 550,000 4.37 93,609 3.80 643,609 3,205 3.96 646,814 4.29 2024 — 250,000 1,150,000 4.17 6,939 — 1,406,939 87 — 1,407,026 3.78 2025 — — 1,350,000 3.93 7,287 — 1,357,287 18,063 3.87 1,375,350 3.93 2026 — — 650,000 3.39 106,687 3.51 756,687 94 — 756,781 3.41 2027 — — — — 36,457 4.21 36,457 97 — 36,554 4.21 2028 — — — — 70,020 3.87 70,020 102 — 70,122 3.87 2029 — — 650,000 3.65 2,371 — 652,371 105 — 652,476 3.65 Thereafter — — 1,050,000 4.20 118,103 4.18 1,168,103 2,603 3.90 1,170,706 4.20 $ — $ 250,000 $ 5,700,000 $ 472,257 $ 6,422,257 $ 95,744 $ 6,518,001 (Discounts), premium and debt costs, net — (998) (49,947) 17,792 (33,153) (355) (33,508) $ — $ 249,002 $ 5,650,053 $ 490,049 $ 6,389,104 $ 95,389 $ 6,484,493 Mortgage debt on assets held for sale(5) — — — 27,837 27,837 — 27,837 $ — $ 249,002 $ 5,650,053 $ 517,886 $ 6,416,941 $ 95,389 $ 6,512,330 Weighted average (6) (6) interest rate % — 1.98 3.94 3.91 3.86 4.11 3.86 Weighted average (6) (6) maturity in years — 4.1 6.7 9.3 6.8 3.0 6.7 (1) The Company has a $2.5 billion unsecured revolving line of credit facility, which matures on May 23, 2023 and contains two six-month extension options. It accrues annual interest at LIBOR plus 82.5 basis points and incurs an annual facility fee of 15 basis points, based on our current unsecured credit rating. (2) The Company has a $250 million term loan, which matures on May 23, 2024. It accrues annual interest at LIBOR plus 90 basis points, based on our current unsecured credit rating. (3) Rates are reported in the year in which the related debt matures. (4) Reflects pro rata share of mortgage debt in our unconsolidated JVs. (5) Includes mortgage debt of $27.8 million on assets held for sale that matures in 2044. (6) Excludes the impact of mortgage debt held for sale. 16 Return to TOC


 
Indebtedness and Ratios As of March 31, 2020, dollars in thousands DEBT STRUCTURE Weighted Average Years to Balance % of Total Rates % Maturity Secured Fixed rate $ 517,866 8 3.95 8.8 Floating rate 50,135 1 3.95 2.1 Combined $ 568,001 9 3.95 8.2 Unsecured Fixed rate 5,700,000 87 3.94 6.7 Floating rate 250,000 4 1.98 4.1 Combined $ 5,950,000 91 3.86 6.6 Total Fixed rate 6,217,866 95 3.94 6.8 Floating rate 300,135 5 2.31 3.8 Combined $ 6,518,001 100 3.86 6.7 (Discounts), premiums and debt costs, net (33,508) $ 6,484,493 Mortgage debt on assets held for sale(1) 27,837 Enterprise Debt $ 6,512,330 FINANCIAL COVENANTS(2) Bank Line of Credit Requirement Actual Compliance Leverage Ratio No greater than 60% 34% Secured Debt Ratio No greater than 40% 3% Unsecured Leverage Ratio No greater than 60% 37% Fixed Charge Coverage Ratio (12 months) No less than 1.50x 3.7x Tangible Net Worth ($ billions) No less than $7.0B $11.1B CREDIT RATINGS (SENIOR UNSECURED DEBT) Moody's Baa1 (Negative) S&P Global BBB+ (Stable) Fitch BBB+ (Stable) (1) Includes mortgage debt of $27.8 million on assets held for sale that matures in 2044. (2) Calculated based on the definitions contained in the credit agreement, which may differ from similar terms used in our consolidated financial statements as provided in our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. 17 Return to TOC


 
Investment Summary For the three months ended March 31, 2020, dollars and square feet in thousands INVESTMENT SUMMARY Property Three Months Ended MSA Date Capacity Count Property Type March 31, 2020 ACQUISITIONS CCRC(1) Various January 6,383 Units 13 CCRC $ 540,600 OTHER INVESTMENTS Development fundings 94,890 Redevelopment fundings 61,017 Loan fundings/Preferred Equity Investment(2) 9,431 Lease commissions - Dev/Redev/Acq 7,787 Total 13 $ 713,725 (1) On January 31, 2020, we acquired Brookdale Senior Living's 51% interest in a CCRC joint venture (holding thirteen buildings) for $541 million (based on a gross valuation of $1.06B), bringing our equity ownership to 100%. Property count and units were already included in prior quarters. (2) Includes fundings under the $115 million participating development loan for the construction of 620 Terry (Murano Senior Living), a $147 million senior housing development located in Seattle. Cypress Village Jacksonville, FL 18 ReturnReturn toto TOCTOC


 
Investment Summary As of and for the three months ended March 31, 2020, dollars and square feet in thousands ASSETS HELD FOR SALE Property Projected Sales Trailing Cash Property Type Capacity Count Price Yield(1) SHOP 2,436 Units 27 $ 253,036 Senior housing triple-net 741 Units 9 67,393 Medical office 164 Sq. Ft. 2 10,700 CCRC 888 Units 2 53,950 Total(2) 40 $ 385,080 7.1% DISPOSITIONS Property Sales Price/ Trailing Cash Date Capacity Count Property Type Proceeds Yield(1) Franklin/Morgan City (LA) January 202 Beds 2 Other $ 12,000 Various (GA, IN, OH) February 499 Units 7 SHOP 35,600 Various Brookdale NNN February 2,015 Units 18 Senior housing 405,451 North Fulton Hospital (GA) February 202 Beds 1 Other 82,000 Elko MOB (NV) March 8 Sq. Ft. 1 Medical office 490 Total 29 $ 535,541 7.6% (1) Represents the average yield calculated using Cash NOI for the twelve month period prior to sale for dispositions and for the twelve month period ended March 31, 2020 for assets held for sale. (2) Includes four assets held for sale within unconsolidated JVs. 19 Return to TOC


 
Developments As of March 31, 2020, dollars and square feet in thousands DEVELOPMENT PROJECTS IN PROCESS Total % of Actual / Estimated Project Total Occupancy Property Cost to Total at Capacity Project Project Project MSA Count CIP(1) Complete(1) Completion (Sq. Ft.) Leased Start Initial Stabilized(2) Life Science(3) Ridgeview San Diego, CA 1 $ 16,151 $ 1,785 $ 17,936 81 100 2Q16 2Q20 2Q20 The Shore at Sierra Point - Phase I San Francisco, CA 1 83,208 14,896 98,104 92 100 4Q17 4Q20 4Q20 75 Hayden Boston, MA 1 90,549 69,666 160,215 214 72 2Q18 4Q20 1Q22 The Boardwalk(4) San Diego, CA 3 55,696 108,589 164,285 190 — 4Q19 2Q21 4Q22 The Shore at Sierra Point - Phase II San Francisco, CA 2 127,260 194,157 321,417 298 61 4Q18 4Q21 2Q22 The Shore at Sierra Point - Phase III San Francisco, CA 1 23,401 70,113 93,514 103 — 4Q18 1Q22 2Q22 9 $ 396,266 $ 459,205 $ 855,471 978 52 Medical Office Lee's Summit Kansas City, MO 1 $ 11,260 $ 4,771 $ 16,031 52 50 2Q19 2Q20 2Q22 Ogden Ogden, UT 1 9,259 8,929 18,188 70 66 2Q19 3Q20 3Q22 Brentwood Nashville, TN 1 16,956 20,244 37,200 119 49 2Q19 4Q20 4Q22 Oak Hill Tampa, FL 1 2,472 9,828 12,300 42 51 3Q19 4Q20 1Q22 Orange Park Jacksonville, FL 1 640 15,930 16,570 63 48 4Q19 4Q21 2Q23 Centennial Nashville, TN 1 1,212 47,619 48,831 172 45 4Q19 4Q21 4Q23 Raulerson Miami, FL 1 686 15,849 16,535 52 54 4Q19 4Q21 3Q23 7 $ 42,484 $ 123,171 $ 165,655 570 50 16 $ 438,750 $ 582,376 $ 1,021,126 1,548 51 Projected stabilized yields typically range from 6.0% - 8.0% (1) Includes lease commissions incurred to date and projected lease commissions through Stabilization. (2) Economic stabilization typically occurs three to six months following Stabilized occupancy. (3) During the quarter, Sorrento Summit totaling 28,000 square feet, The Cove at Oyster Point - Phase IV totaling 164,000 square feet, and one building at The Shore at Sierra Point - Phase I totaling 130,000 square feet were completed and placed into service. (4) The Boardwalk includes the Redevelopment of 10275 Science Center Drive. CIP includes land and the net book value of the redeveloped building upon commencement of the project totaling $34 million. 20 Return to TOC


 
Redevelopments and Land Held for Development(1) As of March 31, 2020, dollars and square feet in thousands; includes JV projects at share REDEVELOPMENT PROJECTS IN PROCESS Incremental Costs Estimated Property Property Placed in Cost to Project Completion Project(2) MSA Type Count Service CIP(3) Complete(3) Total Start Date(4) Various SHOP Various SHOP 10 $ — $ 34,539 $ 41,381 $ 75,920 2Q18 - 1Q20 2Q20 - 3Q22 Swedish IV Denver, CO Medical office 1 906 4,312 2,484 7,702 1Q19 2Q20 10410 Science Center Drive San Diego, CA Life science 1 — 16,973 17,164 34,137 1Q19 2Q20 Kendall Atrium Miami, FL Medical office 1 480 922 7,326 8,728 3Q19 4Q20 Plaza Medical Dallas, TX Medical office 1 — 278 3,899 4,177 4Q19 4Q20 11149 North Torrey Pines San Diego, CA Life science 1 — 2,448 16,958 19,406 1Q20 1Q21 15 $ 1,386 $ 59,472 $ 89,212 $ 150,070 Projected stabilized cash-on-cash return on incremental capital invested typically ranges from 9.0% to 12.0% LAND HELD FOR DEVELOPMENT Estimated Gross Site Rentable Investment Project MSA Property Type Acreage Sq. Ft. / Units to Date Forbes Research Center San Francisco, CA Life science 8 326 Sq. Ft. $ 57,171 Modular Labs III San Francisco, CA Life science 2 106 Sq. Ft. 12,538 Directors Place San Diego, CA Life science 4 150 Sq. Ft. 8,488 101 CambridgePark Drive Boston, MA Life science 1 N/A 23,596 Oakmont Village Santa Rosa, CA SHOP 3 74 Units 2,341 Brandywine Philadelphia, PA CCRC 8 67 Units 797 Remaining Various Various 2 N/A 3,251 28 $ 108,182 (1) Redevelopments are excluded from SS until they are Stabilized. See Glossary for further definition. (2) During the quarter, 6965 Lusk was completed and placed in service. (3) Includes lease commissions incurred to date and projected lease commissions through Stabilization. See Glossary for further definition. (4) Excludes the completion of tenant improvements. 21 Return to TOC


 
Capital Expenditures For the three months ended March 31, 2020, dollars in thousands, except per unit/square foot Senior Housing FIRST QUARTER Triple-net SHOP CCRC Life Science Medical Office Other Total Portfolio at share Recurring capital expenditures $ — $ 3,970 $ 2,155 $ 672 $ 1,967 $ — $ 8,764 Tenant improvements - 2nd generation — — — 4,105 6,395 — 10,500 Lease commissions - 2nd generation(1) — — — 1,426 3,045 — 4,471 AFFO capital expenditures(2) $ — $ 3,970 $ 2,155 $ 6,203 $ 11,406 $ — $ 23,734 Revenue enhancing capital expenditures 1,827 6,019 4,525 2,385 4,928 — 19,684 Casualty related capital expenditures — 132 27 — — — 159 Initial Capital Expenditures ("ICE") — 522 991 1,224 97 — 2,833 Tenant improvements - 1st generation — — — 14,561 7,740 — 22,301 Lease commissions - Dev/Redev/Acq — — — 7,572 215 — 7,787 Development — (181) — 78,858 16,213 — 94,890 Redevelopment — 6,479 — 50,969 3,570 — 61,017 Capitalized interest — 371 10 6,286 316 — 6,984 Total capital expenditures $ 1,827 $ 17,312 $ 7,709 $ 168,057 $ 44,485 $ — $ 239,390 (3) $280 $319 $0.08 $0.10 Recurring capital expenditures per unit/sq. ft. per Unit per Unit per Sq. Ft. per Sq. Ft. (1) Excludes lease commissions on Development, Redevelopment, and 1st generation recently acquired vacant space. (2) Includes $2.0 million of AFFO capital expenditures on unconsolidated JVs and excludes $0.1 million of non-controlling interest on AFFO capital expenditures on consolidated joint ventures. (3) Senior housing triple-net per unit is not presented as it is not meaningful. 22 Return to TOC


 
Portfolio Diversification As of and for the quarter ended March 31, 2020, dollars in thousands PORTFOLIO INCOME BY MSA Property Senior Housing Medical MSA Count(1) Triple-net SHOP CCRC Life Science Office Other Total % of Total San Francisco, CA 84 $ 1,443 $ 2,834 $ — $ 66,658 $ 825 $ — $ 71,759 24 Dallas, TX 41 1,268 1,553 — — 16,305 1,582 20,708 7 San Diego, CA 41 — 921 — 14,298 2,312 — 17,531 6 Houston, TX 42 314 3,898 621 — 7,430 348 12,611 4 Los Angeles, CA 15 2,070 4,301 — — 1,217 3,834 11,422 4 Boston, MA 11 — 745 — 9,387 363 — 10,494 4 Tampa, FL 11 576 282 8,694 — 461 — 10,013 3 Philadelphia, PA 7 — 433 5,772 — 3,271 — 9,476 3 Seattle, WA 12 1,439 130 — — 6,313 — 7,882 3 Washington, DC 18 432 2,397 3,369 — 1,137 — 7,336 2 Remaining 339 21,713 23,517 12,013 4,024 47,749 6,336 115,351 39 Portfolio Cash NOI 621 $ 29,255 $ 41,010 $ 30,469 $ 94,367 $ 87,382 $ 12,099 $ 294,582 99 Interest income — — — — — — 3,688 3,688 1 Portfolio Income 621 $ 29,255 $ 41,010 $ 30,469 $ 94,367 $ 87,382 $ 15,787 $ 298,271 100 (1) Excludes fifteen properties in Development. 23 Return to TOC


 
Portfolio Diversification As of and for the quarter ended March 31, 2020, dollars in thousands PORTFOLIO INCOME BY OPERATOR/TENANT Tenant/Credit Exposure Operator Exposure Senior % of % of Property Housing Life Medical Portfolio Property Portfolio Operator/Tenant Count(1) Triple-net Science Office Other Total Income Count(1) SHOP CCRC Total Income Brookdale Senior Living 25 $ 13,947 $ — $ — $ — $ 13,947 5 22 $ 6,649 $ 3,469 $ 10,118 3 Hospital Corp of America(2) 89 — — 22,253 — 22,253 7 — — — — — Life Care Services — — — — — — — 17 1,293 20,304 21,597 7 Sunrise Senior Living 2 1,463 — — — 1,463 — 40 11,088 6,697 17,785 6 Amgen 7 — 13,613 — — 13,613 5 — — — — — Remaining 340 13,845 80,754 65,129 15,787 175,516 59 79 21,981 — 21,980 7 Portfolio Income 463 $ 29,255 $ 94,367 $ 87,382 $ 15,787 $ 226,791 76 158 $ 41,010 $ 30,469 $ 71,479 24 PRO FORMA PORTFOLIO INCOME BY OPERATOR/TENANT(3) Tenant/Credit Exposure Operator Exposure Senior % of % of Property Housing Life Medical Portfolio Property Portfolio Operator/Tenant Count(1) Triple-net Science Office Other Total Income Count(1) SHOP CCRC Total Income Life Care Services — $ — $ — $ — $ — $ — — 17 $ 2,479 $ 30,794 $ 33,273 11 Hospital Corp of America(2) 89 — — 22,253 — 22,253 8 — — — — — Sunrise Senior Living — — — — — — — 31 12,014 6,697 18,711 6 Brookdale Senior Living 24 10,392 — — — 10,392 4 19 6,769 — 6,769 2 Amgen 7 — 13,613 — — 13,613 5 — — — — — Remaining 326 10,552 80,754 62,708 14,555 168,569 57 65 22,102 — 22,102 7 Portfolio Income 446 $ 20,944 $ 94,367 $ 84,961 $ 14,555 $ 214,827 73 132 $ 43,364 $ 37,491 $ 80,855 27 (1) Excludes fifteen properties in Development. (2) Includes Cash NOI for 1.4 million square feet in five properties that are 100% leased to HCA, and 2.9 million square feet in 84 properties partially leased to HCA. (3) Pro forma to reflect the 2019 Brookdale Transaction closed 1/31/20, the sale of three Medical office properties for which the tenant has provided notice to exercise a purchase option, and certain other previously announced transactions. Pro forma Portfolio Income is further adjusted to reflect acquisitions, dispositions and operator transitions as if they occurred on the first day of the quarter. 24 Return to TOC


 
Expirations, Maturities and Purchase Options As of March 31, 2020, dollars in thousands EXCLUDES PURCHASE AND PREPAYMENT OPTIONS Annualized Base Rent(1) Senior Housing Medical Interest Year Total % of Total Triple-net Life Science Office Other Income 2020(2)(3) $ 81,532 8 $ 4,765 $ 8,022 $ 67,480 $ 248 $ 1,016 2021 87,089 9 1,149 29,765 55,358 — 817 2022 110,824 11 1,977 34,186 53,672 12,594 8,394 2023(4) 100,717 10 9,808 46,107 42,958 — 1,844 2024 93,663 10 — 26,259 43,304 24,100 — 2025 108,812 11 — 50,435 58,377 — — 2026 52,887 5 — 26,032 23,945 — 2,910 2027 102,621 11 45,668 41,434 15,518 — — 2028 58,407 6 14,033 21,672 22,703 — — 2029 72,289 7 — 58,900 13,389 — — Thereafter 103,845 11 19,222 48,286 30,348 5,989 — Total $ 972,685 100 $ 96,623 $ 391,098 $ 427,051 $ 42,932 $ 14,981 Weighted average maturity in years 5.4 7.4 6.1 4.2 5.0 3.1 MATERIAL NEAR-TERM PURCHASE OPTIONS Annualized Maturity Year Option Date(5) Name MSA Property Type Base Rent(1) Option Price 2020(6) 12/2020 Frost Street San Diego, CA Medical office $ 6,506 $ 106,000 2024(7) 5/2021 Hoag Hospital Irvine Los Angeles, CA Other 15,335 226,200 2022 2/2022 Frye Regional Medical Center Hickory, NC Other 8,601 67,675 (1) Annualized Base Rent does not include tenant recoveries, additional rent in excess of floors, and non-cash revenue adjustments. (2) Includes month-to-month and holdover leases. (3) Senior housing triple-net includes $4.8 million related to one master lease representing three properties which are being marketed for sale pursuant to our October 2019 agreement with Capital Senior Living. (4) Senior housing triple-net includes $6.9 million related to a two-property master lease with Sunrise Senior Living for which we have reached an agreement to transition to SHOP. (5) Reflects the earliest point at which the purchase option can be exercised. (6) Tenant has provided notice of intent to exercise the purchase option with closing expected in June 2020 and posted a non-refundable deposit of $5.3 million. (7) Tenant has provided notice of intent to exercise the purchase option with closing expected in May 2021 and posted a non-refundable deposit of $7 million. 25 Return to TOC


 
Triple-Net Master Lease Profile(1)(2) (1) Excludes properties held for sale or sold, master leases with properties acquired during the % of Weighted Portfolio Cash Average period required to calculate CFC, and master leases that include newly completed NOI and # of Leases/ Maturity in developments that are not Stabilized. Additionally, excludes a data point representing two Facility EBITDAR CFC Interest Income Data Points Years Guaranty(3) Sunrise properties for which an agreement has been reached to convert to SHOP in 2020. (2) Pro forma to exclude one master lease representing three properties which are being Less than 1.0x 1.5 3 7.4 100.0% marketed for sale pursuant to our October 2019 agreement with Capital Senior Living. 1.00x - 1.25x 3.6 1 7.8 100.0% Additionally, excludes a data point representing a property for which the tenant, Hoag, has 1.26x - 1.50x 1.3 1 10.5 100.0% provided notice of intent to exercise its purchase option. (3) Represents the percentage of total Cash NOI supported by a corporate guaranty. 1.51x and above 0.7 1 4.2 100.0% 26 Return to TOC


 
Senior Housing Triple-net As of and for the quarter ended March 31, 2020, dollars in thousands, except REVPOR INVESTMENTS(1) Facility Facility Portfolio Portfolio Occupancy REVPOR EBITDARM EBITDAR Operator Investment Cash NOI Count Units % Triple-Net CFC CFC Brookdale Senior Living $ 456,167 $ 13,947 25 2,711 87.9 $ 5,256 1.23x 1.05x Aegis Living 182,152 4,805 10 702 91.4 9,385 1.45x 1.27x Harbor Retirement Associates 147,940 3,888 10 910 86.9 5,042 1.05x 0.90x Capital Senior Living(2) 101,394 3,645 8 852 N/A N/A N/A N/A Sunrise Senior Living(3) 86,247 1,463 2 201 N/A N/A N/A N/A Remaining 61,292 1,506 9 595 71.8 4,826 0.67x 0.52x Total(2)(3) $ 1,035,192 $ 29,255 64 5,971 86.7 $ 5,866 1.21x 1.04x SAME-STORE 1Q19 2Q19 3Q19 4Q19 1Q20 Property count 52 52 52 52 52 Portfolio Investment $ 829,444 $ 829,543 $ 830,295 $ 830,818 $ 832,570 Units 4,864 4,865 4,860 4,861 4,861 Occupancy %(2) 88.2 87.0 86.0 86.3 86.7 REVPOR Triple-net(2) $ 5,712 $ 5,833 $ 5,861 $ 5,854 $ 5,866 Facility EBITDARM CFC(2) 1.31x 1.27x 1.25x 1.22x 1.21x Facility EBITDAR CFC(2) 1.14x 1.09x 1.08x 1.05x 1.04x Portfolio Real Estate Revenues $ 20,212 $ 20,676 $ 22,345 $ 22,364 $ 21,962 Portfolio Operating Expenses (44) (44) (45) (38) (49) Portfolio NOI $ 20,168 $ 20,632 $ 22,300 $ 22,326 $ 21,913 Portfolio Cash Real Estate Revenues $ 20,866 $ 21,134 $ 21,138 $ 21,277 $ 21,417 Portfolio Cash Operating Expenses (30) (30) (31) (24) (35) Portfolio Cash NOI $ 20,836 $ 21,104 $ 21,107 $ 21,254 $ 21,382 Year-Over-Year Three-Month SS Growth 2.6% (1) Properties that are held for sale are included in property count, Investment, Cash NOI, and units, but are excluded from Occupancy, REVPOR Triple-net, and Facility EBITDARM and Facility EBITDAR CFC. (2) Occupancy, REVPOR Triple-net, Facility EBITDARM and Facility EBITDAR CFC exclude eight Capital Senior Living properties that are held for sale or for which an agreement for early termination has been reached. (3) Occupancy, REVPOR Triple-net, Facility EBITDARM and Facility EBITDAR CFC exclude two Sunrise Senior Living properties for which an agreement has been reached to convert to SHOP. 27 Return to TOC


 
Senior Housing Triple-net New Supply As of and for the quarter ended March 31, 2020, dollars in thousands NEW SUPPLY ANALYSIS Senior Housing Triple-net Portfolio 5-Mile Radius(1) Portfolio Cash 5-Year 80+ % of Triple- Properties/ NOI Exposed Population 80+ Median Median Portfolio net Portfolio Units Under to New Growth % Penetration Household Home Unemploy- MSA Units Cash NOI Cash NOI Construction(2) Supply(3) 2020-2025 Rate % Income Value ment % US National Average 16.5 12.0 $ 63 $ 230 3.8 Los Angeles, CA 305 $ 2,070 7.1 1 / 40 $ 508 17.7 7.3 93 697 3.9 New York, NY 278 2,009 6.9 -- / -- — 13.8 1.5 86 645 4.1 Jacksonville, FL 397 1,798 6.1 -- / -- — 23.6 27.2 65 223 2.8 Portland, OR 438 1,709 5.8 2 / 271 230 24.7 23.1 76 372 4.3 Austin, TX 269 1,505 5.1 -- / -- — 20.6 16.8 82 493 2.7 Sebastian, FL 298 1,479 5.1 -- / -- — 16.1 10.8 62 250 4.2 San Francisco, CA 214 1,443 4.9 -- / -- — 16.9 10.1 125 891 2.7 Seattle, WA 206 1,439 4.9 1 / 106 363 16.1 13.5 107 699 3.1 Dallas, TX 206 1,268 4.3 1 / 126 192 26.2 17.4 84 233 3.2 Charlotte, NC 336 1,110 3.8 -- / -- — 27.1 17.6 74 243 3.4 Tucson, AZ 282 884 3.0 1 / 24 884 15.4 32.7 69 317 3.0 Denver, CO(4) — 741 2.5 -- / -- — N/A N/A N/A N/A N/A Sacramento, CA 272 683 2.3 -- / -- — 14.7 12.1 70 362 4.1 Chicago, IL 104 627 2.1 -- / -- — 19.6 6.8 97 274 2.6 Bremerton, WA 103 615 2.1 -- / -- — 29.6 — 89 407 3.8 Ventura, CA 84 606 2.1 -- / -- — 17.0 13.1 79 606 3.5 Tampa, FL 99 576 2.0 -- / -- — 12.7 8.9 62 240 2.7 St. Louis, MO 179 575 2.0 -- / -- — 8.8 5.6 71 202 2.1 Amarillo, TX 132 538 1.8 -- / -- — 12.9 — 71 168 2.8 Fort Myers, FL 119 494 1.7 -- / -- — 16.0 14.3 49 182 3.9 Remaining 1,650 7,087 24.2 5 / 422 1,108 25.4 7.9 70 239 3.7 Total 5,971 $ 29,255 100.0 11 / 989 $ 3,285 17.1 8.7 $ 79 $ 403 3.5 % of Total Portfolio Income 1.1% (1) Demographic data provided by StratoDem Analytics for 2020. Construction and supply data provided by National Investment Center for Senior Housing and Care (“NIC”) for the quarter ended March 31, 2020. Data reflects a 5-mile radius around each community and is weighted by Cash NOI. See Glossary for further discussion. (2) Represents the number of properties and units with similar care types that are under construction. (3) Represents total Portfolio Cash NOI exposed to new construction and material expansions. (4) Denver properties sold in January 2020. 28 Return to TOC


 
SHOP(1) As of and for the quarter ended March 31, 2020, dollars in thousands, except REVPOR INVESTMENTS Property Portfolio Portfolio Cash REVPOR Count Investment NOI(2) Units Occupancy % SHOP Operator Sunrise Senior Living 38 $ 867,658 $ 11,088 3,746 83.8 $ 7,535 Oakmont Senior Living 12 575,087 9,080 1,049 92.9 8,103 Brookdale Senior Living 20 402,138 6,649 3,453 86.8 4,011 Atria Senior Living 28 557,964 5,539 3,618 88.8 4,454 Discovery Senior Living 10 474,656 3,424 1,428 78.4 4,450 Remaining 33 584,478 5,231 3,315 86.0 5,210 Total 141 $ 3,461,980 $ 41,010 16,609 85.7 $ 5,810 TOTAL SHOP PORTFOLIO 1Q19 2Q19 3Q19 4Q19 1Q20 Property count 112 144 148 141 141 Investment $ 2,705,226 $ 3,763,585 $ 4,039,969 $ 3,520,342 $ 3,461,980 Units 13,862 16,981 17,130 16,452 16,609 Occupancy % 82.7 82.1 83.4 85.8 85.7 REVPOR SHOP $ 4,582 $ 4,917 $ 5,314 $ 5,538 $ 5,810 Portfolio Real Estate Revenues $ 131,358 $ 182,400 $ 216,703 $ 214,314 $ 196,188 Portfolio Operating Expenses before management fee (94,269) (133,920) (160,255) (160,580) (148,386) Management fee (6,489) (7,650) (9,374) (7,946) (7,323) Portfolio NOI(2) $ 30,600 $ 40,830 $ 47,073 $ 45,789 $ 40,479 Portfolio Cash Real Estate Revenues $ 132,344 $ 183,534 $ 217,660 $ 215,056 $ 196,737 Portfolio Cash Operating Expenses before management fee (94,073) (134,156) (160,473) (160,705) (148,404) Management Fee (6,489) (7,650) (9,374) (7,946) (7,323) Portfolio Cash NOI(2) $ 31,782 $ 41,727 $ 47,812 $ 46,405 $ 41,010 Portfolio Cash NOI Margin % 24.0 22.7 22.0 21.6 20.8 (1) Properties that are held for sale are included in property count, Portfolio Investment, Portfolio Cash NOI, and units, but are excluded from Occupancy and REVPOR SHOP. (2) Portfolio NOI and Portfolio Cash NOI include identifiable COVID-19 related expenses of $2.6 million. 29 Return to TOC


 
SHOP MSA As of and for the quarter ended March 31, 2020, dollars in thousands, except REVPOR OPERATING PORTFOLIO METRICS Units(1) REVPOR SHOP(1) % of SHOP Portfolio Portfolio Portfolio Occupancy MSA Investment Cash NOI Cash NOI AL IL % AL IL Los Angeles, CA $ 307,411 $ 4,301 10.5 677 — 89.9 $ 8,839 $ — Houston, TX 188,791 3,898 9.5 311 1,723 87.5 4,807 2,912 New York, NY 223,013 3,319 8.1 718 — 86.0 8,436 — San Francisco, CA 135,011 2,834 6.9 273 — 96.2 8,753 — Washington, DC 235,267 2,397 5.8 975 100 79.3 7,717 — Chicago, IL 130,156 1,568 3.8 251 610 83.3 6,201 3,566 Dallas, TX 142,076 1,553 3.8 483 621 76.4 4,230 3,037 Baltimore, MD 129,485 1,465 3.6 457 — 82.0 6,598 — Sacramento, CA 97,423 1,304 3.2 158 — 94.6 7,910 — Miami, FL 220,686 1,262 3.1 1,026 186 90.0 5,090 — Denver, CO 75,075 1,144 2.8 154 437 81.0 4,776 4,196 Sarasota, FL 79,799 1,021 2.5 126 164 95.7 4,586 — San Diego, CA 55,892 921 2.2 243 — 94.4 6,580 — Riverside, CA 76,816 872 2.1 312 — 94.3 5,936 — Killeen, TX 61,019 871 2.1 — 231 84.4 — 5,259 San Jose, CA 51,711 856 2.1 66 — 98.2 10,375 — Melbourne, FL 75,567 830 2.0 — 163 94.7 — 4,857 Charlotte, NC 45,707 806 2.0 135 — 98.5 5,010 — Phoenix, AZ(2) 39,162 759 1.9 — 210 N/A N/A N/A Boston, MA 56,525 745 1.8 177 — 82.8 8,573 — Remaining 1,035,388 8,286 20.2 4,192 1,430 84.4 6,068 4,242 Total $ 3,461,980 $ 41,010 100.0 10,734 5,875 85.7 $ 6,662 $ 3,808 (1) Units and REVPOR SHOP are based on the majority type within each community. AL includes needs-based care, such as memory care. (2) The Phoenix property is excluded from occupancy and REVPOR SHOP metrics as it is in redevelopment. 30 Return to TOC


 
SHOP Same-Store Dollars in thousands, except REVPOR Sequential Year-Over- 1Q19 2Q19 3Q19 4Q19 1Q20 Growth Year Growth Property count 50 50 50 50 50 — — Portfolio Investment $ 1,075,517 $ 1,088,387 $ 1,095,926 $ 1,084,460 $ 1,088,167 0.3% 1.2 % Units 6,677 6,678 6,678 6,678 6,675 — % — % Occupancy % 87.0 86.9 88.0 87.9 87.0 -90 bps 0 bps REVPOR SHOP $ 4,609 $ 4,608 $ 4,567 $ 4,532 $ 4,630 2.2% 0.5 % Portfolio Real Estate Revenues $ 59,993 $ 60,167 $ 60,504 $ 60,096 $ 60,792 1.2% 1.3% Portfolio Operating Expenses before management fee (38,739) (39,084) (39,829) (39,809) (39,933) 0.3% 3.1% Management Fee (3,053) (3,034) (3,048) (2,932) (2,807) (4.3%) (8.1%) Portfolio NOI $ 18,202 $ 18,048 $ 17,627 $ 17,355 $ 18,052 4.0% (0.8%) Portfolio Cash Real Estate Revenues $ 60,421 $ 60,392 $ 60,589 $ 60,057 $ 60,665 1.0% 0.4 % Portfolio Cash Operating Expenses before management fee (38,829) (39,102) (39,930) (39,859) (39,920) 0.2% 2.8 % Management Fee (3,053) (3,034) (3,048) (2,932) (2,807) (4.3%) (8.1%) Portfolio Cash NOI $ 18,539 $ 18,257 $ 17,611 $ 17,267 $ 17,938 3.9% (3.2%) (1) Portfolio Cash NOI Margin % 30.7 30.2 29.1 28.8 29.6 0.8% (1.1%) (1) Portfolio Cash NOI includes identifiable COVID-19 related expenses of $0.6 million. Exclusive of these costs, Same-Store Portfolio Cash NOI year-over-year growth would have been 0.0%. The change in our SS policy for transitions has no impact on 1Q reported growth rates. Oakmont Mariner Point Alameda, CA 31 Return to TOC


 
SHOP Non-Same-Store(1)(2) Dollars in thousands, except REVPOR 2Q19 3Q19 4Q19 1Q20 Property Portfolio Property Portfolio Property Portfolio Property Portfolio Count Cash NOI Count Cash NOI Count Cash NOI Count Cash NOI Same-Store 39 $ 20,550 48 $ 20,815 29 $ 10,591 50 $ 17,938 Segment conversions(3) 52 11,742 43 16,105 34 24,437 35 13,245 Acquisitions 12 5,007 17 7,094 17 8,207 17 8,520 Assets in Redevelopment & Redevelopment completed but not Stabilized 12 3,935 11 3,503 7 1,750 10 2,387 Assets in Development & Development completed but not Stabilized — — — — — — 2 (350) Assets held for sale 20 677 20 907 28 1,042 27 1,143 Assets Sold — 271 — (80) — (332) — (219) Other Non-SS NOI — (1,800) — (1,531) — (944) — (1,655) Total SHOP 135 $ 40,382 139 $ 46,814 115 $ 44,749 141 $ 41,010 2Q19 3Q19 4Q19 1Q20 Occupancy REVPOR Occupancy REVPOR Occupancy REVPOR Occupancy REVPOR %(4) SHOP(5) %(4) SHOP(5) %(4) SHOP(5) %(4) SHOP(5) Same-Store 87.2 $ 4,378 86.5 $ 4,315 87.4 $ 4,675 87.0 $ 4,630 Segment conversions(3) 81.1 6,338 83.4 7,330 86.4 6,163 85.1 7,266 Acquisitions 80.8 4,786 79.6 5,803 81.4 5,985 82.3 6,053 Assets in Redevelopment & Redevelopment completed but not Stabilized 75.3 4,785 75.2 4,756 72.4 4,372 76.6 4,712 Assets in Development & Development completed but not Stabilized — — — — — — 49.0 5,757 Assets held for sale 71.8 4,321 73.0 4,459 75.4 4,820 74.8 5,543 Assets Sold 94.3 2,870 70.6 3,069 63.8 4,082 93.4 4,102 Total SHOP 81.5 $ 4,993 82.2 $ 5,335 82.2 $ 5,426 82.4 $ 5,590 (1) Information presented is as originally reported for each quarter. See the Earnings Release and Supplemental report and the Discussion and Reconciliation of Non-GAAP Financial Measures found at http://ir.healthpeak.com/quarterly-results for each quarter for further information on the Same-Store Portfolio Cash NOI definition, uses and inherent limitations, and reconciliation to the most directly comparable financial measures calculated and presented in accordance with GAAP. (2) Property count is as of the end of each quarter presented and Portfolio Cash NOI represents the full period a property was held in each quarter presented. (3) Represents properties converted to SHOP that do not meet the criteria for SS for the period presented due to the twelve-month stabilization period following conversion. A property must be in a consistent reporting structure for the full period presented and the year-over-year comparison period in order to be included in SS. (4) Occupancy represents the facilities’ average operating occupancy for the periods presented, based on units, weighted to reflect our share and excludes facilities for which data is not available or meaningful. All facility financial performance data was derived solely from information provided by operators without independent verification by us. (5) REVPOR SHOP represents the average Cash Real Estate Revenues per occupied unit for the periods presented. REVPOR cannot be derived from the information presented for the SHOP portfolio as units reflect 100% of the unit capacities for unconsolidated JVs and revenue is at the Company's pro rata share. 32 Return to TOC


 
SHOP New Supply As of and for the quarter ended March 31, 2020, dollars in thousands NEW SUPPLY ANALYSIS SHOP 5-Mile Radius(1) % of 5-Year 80+ SHOP Properties/ Portfolio Cash NOI Population 80+ Median Portfolio Portfolio Units Under Exposed to New Growth % Penetration Household Median Unemploy- MSA Units Cash NOI Cash NOI Construction(2) Supply(3) 2020-2025 Rate % Income Home Value ment% US National Average 16.5 12.0 $ 63 $ 230 3.8 Los Angeles, CA 677 $ 4,301 10.5 1 / 142 $ 1,183 16.8 6.2 114 871 3.4 Houston, TX 2,034 3,898 9.5 2 / 518 1,688 25.7 18.3 93 309 2.9 New York, NY 718 3,319 8.1 3 / 416 1,881 12.1 9.0 120 531 3.2 San Francisco, CA 273 2,834 6.9 -- / -- — 17.2 11.7 103 716 3.3 Washington, DC 1,075 2,397 5.8 6 / 595 489 19.7 7.9 116 535 2.7 Chicago, IL 861 1,568 3.8 2 / 227 19 17.4 16.6 104 326 3.4 Dallas, TX 1,104 1,553 3.8 1 / 126 32 26.0 16.0 73 217 3.7 Baltimore, MD 457 1,465 3.6 -- / -- — 18.7 7.4 98 360 3.4 Sacramento, CA 158 1,304 3.2 3 / 227 1,304 16.8 17.4 91 439 3.4 Miami, FL 1,212 1,262 3.1 6 / 788 903 13.3 9.4 61 267 3.6 Denver, CO 591 1,144 2.8 3 / 571 532 18.7 16.4 72 418 3.2 Sarasota, FL 290 1,021 2.5 1 / 198 473 14.1 10.2 60 234 3.3 San Diego, CA 243 921 2.2 -- / -- — 11.6 18.1 89 592 3.0 Riverside, CA 312 872 2.1 1 / 124 87 22.1 5.1 96 538 3.7 Killeen, TX 231 871 2.1 -- / -- — 18.6 — 56 150 3.0 San Jose, CA 66 856 2.1 1 / 200 856 13.9 8.4 127 2,056 2.6 Melbourne, FL 163 830 2.0 -- / -- — 15.2 9.0 67 247 3.1 Charlotte, NC 135 806 2.0 -- / -- — 27.5 17.3 89 288 3.0 Phoenix, AZ 210 759 1.9 -- / -- — 20.7 14.3 60 243 4.2 Boston, MA 177 745 1.8 1 / 112 594 12.6 11.0 95 663 2.4 Remaining 5,622 8,286 20.2 12 / 1,194 2,876 16.8 15.4 75 301 3.2 Total 16,609 $ 41,010 100.0 43 / 5,438 $ 12,917 17.0 11.6 $ 91 $ 460 3.2 % of Total Portfolio Income 4.3% (1) Demographic data provided by StratoDem Analytics for 2020. Construction and supply data provided by NIC for the quarter ended March 31, 2020. Data reflects a 5-mile radius around each community and is weighted by Cash NOI. See Glossary for further discussion. (2) Represents the number of properties and units with similar care types that are under construction. (3) Represents total Portfolio Cash NOI exposed to new construction and material expansions. 33 Return to TOC


 
CCRC Dollars in thousands, except REVPOR CCRC Portfolio Real Portfolio Property Portfolio Estate Revenues, NREF Portfolio Adjusted Occupancy REVPOR NREF Cash Count Investment excluding NREFS Amortization Cash Opex NOI(1) Units % CCRC Collections Operator Life Care Services(2) 13 $ 1,809,287 $ 60,128 $ 10,645 $ (50,469) $ 20,304 6,380 86.2 6,269 $ 10,411 Sunrise Senior Living(3) 2 335,321 17,455 3,552 (14,310) 6,697 1,052 86.4 7,700 752 Brookdale Senior Living(4) 2 60,424 19,572 1,897 (18,002) 3,469 889 N/A N/A 2,213 Total 17 $ 2,205,032 $ 97,155 $ 16,095 $ (82,781) $ 30,469 8,321 86.2 6,507 $ 13,376 TOTAL CCRC PORTFOLIO 1Q19 2Q19 3Q19 4Q19 1Q20 Property count 15 15 15 17 17 Investment $ 733,817 $ 739,505 $ 739,889 $ 1,082,447 $ 2,205,032 Units 7,269 7,270 7,272 8,323 8,321 Occupancy % 85.8 85.7 85.1 85.8 86.2 REVPOR CCRC $ 5,208 $ 5,262 $ 5,243 $ 5,290 $ 6,507 Portfolio Real Estate Revenues $ 52,238 $ 52,835 $ 52,671 $ 56,642 $ 113,427 Portfolio Operating Expenses before management fee (38,759) (39,785) (40,502) (42,755) (78,318) Management fee (2,619) (2,671) (2,691) (2,908) (96,201) (5) Portfolio NOI $ 10,860 $ 10,380 $ 9,478 $ 10,980 $ (61,091) (1) Portfolio Cash Real Estate Revenues $ 55,745 $ 57,696 $ 58,419 $ 59,887 $ 113,250 Portfolio Cash Operating Expenses before management fee (38,813) (39,901) (40,615) (42,846) (78,283) Management Fee (2,619) (2,671) (2,691) (2,908) (4,498) Portfolio Adjusted NOI $ 14,313 $ 15,124 $ 15,112 $ 14,134 $ 30,469 (1) Portfolio Adjusted NOI Margin % 25.7 26.2 25.9 23.6 26.9 (1) Portfolio NOI and Portfolio Adjusted NOI include identifiable COVID-19 related expenses of $0.3 million. (2) In February 2020, we acquired Brookdale Senior Living's 51% interest in a CCRC joint venture (holding thirteen buildings) for $541 million (based on a gross valuation of $1.06B), bringing our equity ownership to 100%. Portfolio NOI and Portfolio Adjusted NOI represent two months of activity for Life Care Services ("LCS"). (3) Sunrise Senior Living converted from a triple-net lease to a RIDEA structure in December 2019. Occupancy and REVPOR CCRC include these properties starting 1Q20. (4) Brookdale Senior Living includes our 49% share of one month of the thirteen assets transitioned to LCS on February 1, 2020 and three months of the two remaining Brookdale JV assets. The two remaining properties are excluded from Occupancy and REVPOR CCRC as they are held for sale. (5) Includes management termination fee expense, transitions costs, net of income tax benefit related to Healthpeak's acquisition of Brookdale's 51% interest in thirteen CCRCs. 34 Return to TOC


 
Life Science As of and for the quarter ended March 31, 2020, dollars and square feet in thousands INVESTMENTS(1) Property Portfolio Portfolio Cash Square Occupancy MSA Count Investment NOI Feet % San Francisco, CA 77 $ 3,577,351 $ 66,658 5,041 93.9 San Diego, CA 34 920,869 14,298 2,109 95.2 Boston, MA 8 879,176 9,387 963 91.8 Remaining 7 146,546 4,024 476 100.0 126 $ 5,523,943 $ 94,367 8,588 94.3 SAME-STORE 1Q19 2Q19 3Q19 4Q19 1Q20 Property Count 95 95 95 95 95 Portfolio Investment $ 3,357,287 $ 3,368,133 $ 3,384,390 $ 3,408,212 $ 3,425,057 Square Feet 6,050 6,047 6,047 6,047 6,045 Occupancy % 96.9 95.5 97.2 95.5 95.1 Portfolio Real Estate Revenues $ 80,057 $ 82,340 $ 84,475 $ 82,012 $ 82,551 Portfolio Operating Expenses (18,369) (19,843) (20,650) (20,278) (19,292) Portfolio NOI $ 61,688 $ 62,497 $ 63,825 $ 61,733 $ 63,259 Portfolio Cash Real Estate Revenues $ 78,382 $ 80,347 $ 82,708 $ 81,827 $ 81,156 Portfolio Cash Operating Expenses (18,356) (19,830) (20,637) (20,265) (19,279) Portfolio Cash NOI $ 60,026 $ 60,517 $ 62,071 $ 61,562 $ 61,878 Year-Over-Year Three-Month SS Growth % 3.1% (1) Excludes eight properties that are in Development. 35 Return to TOC


 
Life Science As of March 31, 2020, dollars and square feet in thousands SELECTED LEASE EXPIRATION DATA (NEXT 5 YEARS) Total San Francisco San Diego Boston Remaining Leased Square Annualized Square Annualized Square Annualized Square Annualized Square Annualized Year Feet % Base Rent(1) % Feet Base Rent(1) Feet Base Rent(1) Feet Base Rent(1) Feet Base Rent(1) 2020(2) 202 2 $ 8,022 2 102 $ 4,015 63 $ 2,289 37 $ 1,718 — $ — 2021 530 7 29,765 8 358 22,676 107 4,462 64 2,627 — — 2022 794 10 34,186 9 341 18,834 373 12,916 11 453 70 1,982 2023 792 10 46,107 12 642 40,069 150 6,038 — — — — 2024 427 5 26,259 7 427 26,259 — — — — — — Thereafter 5,356 66 246,760 63 2,865 158,627 1,314 35,462 772 40,052 406 12,620 8,100 100 $ 391,098 100 4,734 $ 270,480 2,007 $ 61,166 884 $ 44,851 476 $ 14,602 TENANT CONCENTRATION Leased Square Feet Annualized Base Rent(1) Remaining Office 2% Lease Term % of % of Credit in Years Amount Total Amount Total Rating University, Amgen 3.2 684 8 $ 52,036 13 A- Government, Research 3% Myriad Genetics 5.2 359 4 11,130 3 — Public Biotech / Global Blood Therapeutics 9.9 164 2 10,804 3 — Medical Device 55% R&D 6% Denali Therapeutics 9.1 148 2 9,823 3 — Rigel Pharmaceuticals 2.8 147 2 9,725 2 — Pharma General Atomics 9.9 621 8 9,178 2 — Private 12% AstraZeneca Pharmaceuticals 7.0 156 2 8,847 2 BBB+ Biotech / Nuvasive 14.9 252 3 8,450 2 — Medical Device 22% MyoKardia 9.8 130 2 8,180 2 — Shire 8.6 184 2 7,330 2 BBB+ Remaining 5.9 5,256 65 255,594 65 6.1 8,100 100 $ 391,098 100 (1) Annualized Base Rent does not include tenant recoveries, additional rent in excess of floors, and non-cash revenue adjustments. (2) Includes month-to-month and holdover leases. 36 Return to TOC


 
Life Science Square feet in thousands LEASING ACTIVITY Annualized Tenant Trailing Twelve Leased Base Rent % Change in Improvements Leasing Costs Average Lease Month Retention Square Feet Per Sq. Ft. Cash Rents per Sq. Ft.(1) per Sq. Ft.(1) Term (Months) Rate Leased Square Feet as of December 31, 2019 7,940 $ 46.95 Developments placed into service 322 62.23 Redevelopments placed in service 39 48.39 Properties placed into redevelopment (45) 37.82 Expirations (215) 40.80 Renewals, amendments and extensions 75 54.49 15.2 $ — $ 2.52 53 66.5% New leases 96 48.09 6.95 2.40 90 Terminations (112) 54.81 Leased Square Feet as of March 31, 2020 8,100 $ 48.28 (1) Average cost per lease year. Hayden Campus Boston, MA 37 Return to TOC


 
Medical Office As of and for the quarter ended March 31, 2020, dollars and square feet in thousands PORTFOLIO BY MARKET(1) Square Feet On-campus(2) Off-campus(3) Total Property Portfolio Portfolio Occupancy MSA Count Investment Cash NOI % Multi-tenant Single-tenant Multi-tenant Single-tenant Multi-tenant Single-tenant % of Total Dallas, TX 27 $ 723,718 $ 16,305 92.2 1,901 1,352 287 54 2,188 1,406 17 Houston, TX 30 407,213 7,430 87.4 1,490 1,365 287 — 1,777 1,365 15 Seattle, WA 6 228,436 6,313 93.8 667 — — — 667 — 3 Denver, CO 16 285,039 5,269 83.6 1,077 — 35 — 1,113 — 5 Nashville, TN 14 182,128 4,876 92.7 1,290 10 — — 1,290 10 6 Louisville, KY 12 233,224 4,463 96.1 668 17 447 15 1,115 32 5 Salt Lake City, UT 13 147,196 3,300 91.5 434 63 261 7 695 71 4 Philadelphia, PA 3 381,393 3,271 86.0 700 — 242 90 942 90 5 Phoenix, AZ 13 189,013 3,098 87.4 519 — 207 — 726 — 3 San Diego, CA 5 110,923 2,312 97.6 — 176 155 — 155 176 2 Miami, FL 9 98,919 2,243 88.0 451 — — 30 451 30 2 Greenville, SC 13 150,259 2,044 100.0 232 560 — 40 232 600 4 Kansas City, MO 4 95,330 1,803 96.8 299 — — 8 299 8 1 Las Vegas, NV 6 114,325 1,678 75.8 536 — — — 536 — 3 Fresno, CA 1 59,689 1,495 100.0 — 56 — — — 56 — Ogden, UT 8 63,130 1,323 91.6 268 — — 68 268 68 2 Los Angeles, CA 4 66,332 1,217 86.3 106 — 97 — 202 — 1 Washington, DC 3 66,610 1,137 91.4 55 29 99 — 154 29 1 Sacramento, CA 2 75,514 1,047 99.0 — — 29 92 29 92 1 San Antonio, TX 4 56,156 1,039 79.0 354 — — — 354 — 2 Remaining 69 870,790 15,719 95.8 1,823 1,243 414 365 2,237 1,609 18 262 $ 4,605,337 $ 87,382 91.2 12,869 4,871 2,560 769 15,429 5,640 100 (1) Excludes seven properties that are in Development. Properties that are held for sale are included in property count, Investment, Cash NOI, and square feet but are excluded from Occupancy. (2) Includes 7.8 million square feet subject to ground leases with average expirations of 56 years and renewal options generally ranging from 10 to 25 years. (3) Includes medical office 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 physician group). 38 Return to TOC


 
Medical Office As of and for the quarter ended March 31, 2020, square feet in thousands SQUARE FEET BY HEALTH SYSTEM Square Feet Directly Leased by Health System Health System Credit % of Annualized Health System Rank(1) Rating On-Campus Adjacent(2) Anchored(2) Off-Campus Total % of Total % Square Feet Base Rent HCA 2 Ba1 8,826 236 60 — 9,122 43.3 24.9 24.7 Community Health Systems, Inc. 11 Caa3 1,189 — 51 — 1,239 5.9 5.8 3.8 Norton Healthcare 131 0 685 328 15 — 1,028 4.9 3.2 3.4 Memorial Hermann Health System 46 A1 1,709 — 80 — 1,788 8.5 4.7 2.5 Providence Health & Services 4 Aa3 563 — — — 563 2.7 1.4 2.2 Jefferson Health 166 A2 700 — — — 700 3.3 2.2 2.1 Prisma Health 74 A3 792 — 40 — 832 3.9 2.3 1.9 Steward Health Care N/A — 718 — — — 718 3.4 1.6 1.4 Remaining - credit rated 2,228 478 1,082 — 3,788 18.0 Non-credit rated 330 56 193 711 1,289 6.1 Total 17,740 1,098 1,521 711 21,069 100.0 46.1 42.0 % of Total 84.2 5.2 7.2 3.4 Total Healthcare Affiliated 96.6% LEASING ACTIVITY Annualized Tenant Leasing Trailing Twelve Leased Base Rent % Change in Improvements Costs per Average Lease Month Retention Square Feet Per Sq. Ft. Cash Rents(3) per Sq. Ft. (4) Sq. Ft. (4) Term (Months) Rate Leased Square Feet as of December 31, 2019 19,279 $ 24.77 Developments and Redevelopments 23 21.00 Expirations (664) 23.95 Renewals, amendments and extensions 467 23.62 2.6 $ 1.99 $ 0.86 54 79.1% New leases 110 26.32 5.75 1.42 61 Terminations (15) 27.44 Leased Square Feet as of March 31, 2020 19,200 $ 24.97 (1) Ranked by revenue based on the 2018 Modern Healthcare’s Healthcare Systems Financial Database. Systems denoted as N/A are not reported. (2) Denotes whether the medical office 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 physician group). (3) For comparative purposes, reflects adjustments for leases that converted to a different lease type upon renewal, amendment or extension of the original lease. (4) Average cost per lease year. 39 Return to TOC


 
Medical Office As of and for the quarter ended March 31, 2020, dollars and square feet in thousands SELECTED LEASE EXPIRATION DATA (NEXT 5 YEARS)(1) Total On-Campus Off-Campus Leased Annualized Annualized Annualized Year Square Feet % Base Rent(2) % Square Feet Base Rent(2) Square Feet Base Rent(2) 2020(3) 2,494 13 $ 67,480 16 2,148 $ 59,491 346 $ 7,988 2021 2,199 12 55,358 13 1,907 47,960 292 7,398 2022 2,213 12 53,672 13 1,754 42,487 459 11,185 2023 1,687 9 42,958 10 1,410 35,883 277 7,076 2024 1,582 8 43,304 10 1,208 33,517 374 9,786 Thereafter 8,903 47 164,280 38 7,723 137,138 1,180 27,142 19,077 100 $ 427,051 100 16,150 $ 356,475 2,928 $ 70,576 SAME-STORE 1Q19 2Q19 3Q19 4Q19 1Q20 Property Count 252 252 252 252 252 Portfolio Investment $ 4,143,827 $ 4,157,356 $ 4,172,395 $ 4,199,588 $ 4,220,027 Square Feet 20,003 20,006 20,006 20,008 20,008 Occupancy % 92.1 92.2 92.2 92.2 91.6 Portfolio Real Estate Revenues $ 124,612 $ 124,588 $ 126,308 $ 126,462 $ 126,421 Portfolio Operating Expenses (42,311) (43,125) (44,388) (43,883) (43,108) Portfolio NOI $ 82,302 $ 81,462 $ 81,920 $ 82,579 $ 83,313 Portfolio Cash Real Estate Revenues $ 122,164 $ 122,708 $ 124,104 $ 124,528 $ 124,566 Portfolio Cash Operating Expenses (41,657) (42,473) (43,734) (43,235) (42,467) Portfolio Cash NOI $ 80,507 $ 80,236 $ 80,371 $ 81,294 $ 82,099 Year-Over-Year Three-Month SS Growth % 2.0% (1) Excludes 123,000 square feet and Annualized Base Rent of $3.2 million related to two assets held for sale at March 31, 2020. (2) Annualized Base Rent does not include tenant recoveries, additional rent in excess of floors, and non-cash revenue adjustments. (3) Includes month-to-month and holdover leases. 40 Return to TOC


 
Other Wholly-owned As of and for the quarter ended March 31, 2020, dollars in thousands LEASED PROPERTIES Facility Facility Property Portfolio Portfolio Occupancy EBITDARM EBITDAR Type/Operator Count Investment Cash NOI Beds %(1) CFC(1) CFC(1) Hospitals 10 $ 254,561 $ 11,949 930 50.2 4.07x 3.71x Other investments 1 813 150 — N/A N/A N/A Total 11 $ 255,374 $ 12,099 DEBT INVESTMENTS Weighted Average Interest Maturity in Investment Income Yield Years 620 Terry Development Loan(2) $ 108,485 $ 1,736 6.5% 2.7 Boynton Beach Mortgage Loan 42,642 709 6.3% 5.8 Remaining 98,363 1,242 5.8% 1.9 Total Debt Investments $ 249,489 $ 3,688 6.7% 2.9 SAME-STORE 1Q19 2Q19 3Q19 4Q19 1Q20 Property count 11 11 11 11 11 (1) Certain operators in our hospital portfolio are not Portfolio Investment $ 254,924 $ 254,924 $ 254,924 $ 255,374 $ 255,374 required under their respective leases to provide operational data. Beds 956 956 956 930 930 (2) Investment represents fundings under the $115 Occupancy %(1) 49.8 52.6 52.1 50.5 50.2 million participating development loan for the Facility EBITDARM CFC(1) 3.56x 3.92x 4.02x 4.07x 4.07x construction of 620 Terry, a $147 million senior (1) housing development located in Seattle. Upon sale Facility EBITDAR CFC 3.21x 3.57x 3.66x 3.71x 3.71x or refinancing, we will receive 20% of fair market value in excess of the total development cost. Portfolio Real Estate Revenues $ 10,245 $ 10,271 $ 10,247 $ 10,307 $ 10,412 (3) Includes $0.1 million related to the collection of bad debt. Portfolio Operating Expenses (5) (5) (5) (75) (5) Portfolio NOI $ 10,240 $ 10,266 $ 10,242 $ 10,232 $ 10,407 Portfolio Cash Real Estate Revenues $ 10,440 $ 10,489 $ 10,716 $ 10,768 $ 10,873 Portfolio Cash Operating Expenses (5) (5) (5) (75) (5) Portfolio Cash NOI $ 10,435 $ 10,484 $ 10,712 $ 10,693 $ 10,868 (3) Year-Over-Year Three-Month SS Growth 4.2% 41 Return to TOC


 
2020 Outlook & Additional Information Projected full year 2020, dollars in millions, except per share amounts Please note that the figures provided on these pages do not represent guidance, but an outlook to help quantify the potential outcomes and impacts from COVID-19. Same-Store Update Full Year 2020 Previous Guidance Outlook The components to our Total Portfolio year-over-year Same-Store Cash NOI (Withdrawn) (May 5, 2020) Outlook are provided below: Net income, FFO and FFO as Adjusted per Share Previous Guidance FY 2020 SS Diluted earnings per common share $0.70 - $0.76 Withdrawn (Withdrawn) Cash NOI Diluted NAREIT FFO per common share $1.64 - $1.70 Withdrawn Medical office 1.75 % – 2.75% 1.00% – 2.00% Life science 4.00 % – 5.00% 3.00% – 4.00% Diluted FFO as Adjusted per common share $1.77 - $1.83 Withdrawn Senior housing (1.00%) – 1.00% Withdrawn Annualized dividend per share $1.48 $1.48 Other 1.75 % – 2.50% 1.75% – 2.50% Total Portfolio 2.00 % – 3.00% Withdrawn Year-Over-Year Same-Store Cash NOI Total Portfolio 2.00% - 3.00% Withdrawn Sources & Uses Update Previous Guidance Other Supplemental Information - Cash Addition (Reduction) Transaction (Withdrawn) Outlook Amortization of deferred compensation $16 - $18 $16 - $18 Equity Forwards(a) $1,050 $1,062 Amortization of deferred financing costs $9 - $13 $9 - $13 Dispositions(b) 500 250 Straight-line rents ($34) - ($39) Withdrawn Debt proceeds(c) 325 — Recurring capital expenditures ($85) - ($105) ($80) - ($100) Total Sources $1,875 $1,312 Deferred income taxes ($9) - ($15) Withdrawn (d) Other AFFO adjustments - primarily JV AFFO Capital ($3) - ($7) ($3) - ($7) Capital spend $850 $600 Acquisition pipeline(e) 800 350 Capital Expenditures (excluding AFFO Capital Expenditures)(1) Brookdale Transaction 225 225 1st generation tenant improvements / ICE $75 - $100 $50 - $75 Increase in cash — 137 Revenue enhancing $75 - $100 $50 - $75 Total Uses $1,875 $1,312 Development and Redevelopment $650 - $700 $450 - $500 Sources & Uses Commentary Development loan funding $15 - $25 $15 - $25 (a) Accelerated the settlement of all remaining equity forwards, totaling $1.062B of proceeds, prior to end of 1Q 2020. Other Items (b) Closed on $130M of dispositions to date, and anticipate completing $120M of additional medical office dispositions in 2020 (includes $106M tenant's Interest income $12 - $16 $12 - $16 purchase option exercise of the Frost Street MOBs). Excludes completed General and administrative $87 - $93 $87 - $93 sale of 18 NNN assets as part of the Brookdale Transaction. (c) Reduced debt proceeds in conjunction with delay in acquisitions to 2021. Interest expense $235 - $255 $225 - $245 (d) Estimated capital spend reduced by $250M ($200M in development and Share of Unconsolidated JVs Cash NOI $34 - $42 Withdrawn redevelopment and $50M in other non-AFFO capital) in 2020 due to delays Share of Unconsolidated JVs FFO $31 - $39 Withdrawn in construction activity and project starts. (e) Closed on The Post acquisition on April 1st for $320M. Approximately $450M reduction in acquisition guidance related to Oakmont ROFOs. Excludes completed purchase of 51% interest in 13 CCRCs related to the Brookdale Transaction. (1) Includes our Share of Unconsolidated JVs. 42 Return to TOC


 
2020 Outlook & Additional Information Dollars in millions, except per share data Known Items Type of Impact FFO Per Share Commentary Acceleration of equity forwards Timing Only $(0.035) Reflects accelerated settlement of $1.06B compared to withdrawn guidance Acceleration of Frost Street PO Timing Only $(0.005) Reflects acceleration of tenant's $106M purchase option exercise from February 2021 to June 2020 (6.0% cash yield) Reduction of acquisition guidance Timing Only $(0.015) Reduced acquisitions from $800M to $350M (5.5% blended cash yield), primarily related to the Oakmont ROFO delay Development earn-in Timing Only $(0.005) Reduced development earn-in as a result of delayed construction Reduction of disposition guidance Timing Only $0.015 Reduced disposition guidance from $500M to $250M (7% blended cash yield) Reduction in LIBOR -- $0.005 Approximately 100 bps decline in LIBOR Medical Office / Life Science (assumes 2 to 6 months COVID-19 disruption) FFO Per Share Type of Impact Low High Commentary Medical Office performance GAAP and Cash $(0.005) $(0.015) Short-term delays in new leasing, lower parking revenue due to lower patient volume, and increased bad debt reserve Life Science performance GAAP and Cash $(0.01) $(0.02) Short-term slow down in leasing impacting occupancy at vacancies through year-end and increased bad debt reserve TI revenue recognition(1) Timing and GAAP $(0.015) $(0.04) Assumes construction delays across TI projects, impacting near-term revenue recognition SHOP / CCRC Assumptions Outlook(2)(3)(4) Estimated Monthly COVID-19 Impact SHOP CCRC Commentary Occupancy(5) Move-ins during COVID-19 disruption 0 - 2% 0 - 0.5% Move-ins decline in response to COVID-19 protocols, sheltering in place and reduced in person tours (6) Assumes involuntary move-outs increase offset by a decrease in voluntary move-outs, net result in line with historical Move-outs during COVID-19 disruption 3 - 5% 0.75 - 1.25% averages Net attrition during COVID-19 disruption 2 - 4% 0.5 - 1% Decline in move-ins, however move-outs unaffected by COVID-19 Senior Housing expenses(7) Total expenses during COVID-19 Primarily driven by 5-15% labor and 30-90% supply expense increases (which represent 60% and 4% of senior disruption(8) 5 - 15% housing operating expenses, respectively), partially offset by reduced variable expenses due to lower occupancy Ongoing Rent Collectability Assessment Type of Impact FFO Per Share Commentary Straight-line rent write-off GAAP Only Unknown The extent of COVID-19's impact on our tenant’s financial health is unknown Accounts receivable write-off GAAP and Cash Unknown The extent of COVID-19's impact on our tenant’s financial health is unknown Senior Housing NNN leases GAAP and Cash < ($0.01 ) Currently ongoing discussions with two tenants (1) Assumptions are in addition to the $10M previously provided in withdrawn guidance. (2) Represents monthly sequential impact. (3) Does not include any impact from income taxes. (4) Skilled nursing units in our CCRC portfolio received $10M of CARES Act funding in April. This represents pro rata funding provided to all Medicare providers, not a program applied for. (5) SHOP Occupancy as of 1Q, total SHOP units of 16,609, REVPOR of $5,810 and occupancy of 85.7%. CCRC as of 1Q, total CCRC units of 8,321, REVPOR of $6,507 and occupancy 86.2%. Move-in and Move-out data does not include SNF. (6) Average length of stay from SHOP is approximately 24 months, with 3 to 5% monthly attrition. For CCRCs the average length of stay is 8-10 years, with 0.75 to 1.5% monthly attrition. (7) COVID-19 related expenses are not added back to Cash NOI, FFO as Adjusted or AFFO. (8) Excludes management fees. 43 Return to TOC


 
Glossary Adjusted Fixed Charge Coverage* Consolidated Secured Debt Adjusted EBITDAre divided by Fixed Charges. Adjusted Fixed Charge Coverage is a supplemental Mortgage and other debt secured by real estate, as reported in our consolidated financial measure of liquidity and our ability to meet interest payments on our outstanding debt and pay statements. 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 Continuing Care Retirement Community (“CCRC”) rating agencies utilize similar ratios in evaluating and determining the credit rating on certain of A senior housing facility which provides at least three levels of care (i.e., independent living, assisted our debt instruments. Adjusted Fixed Charge Coverage is subject to the same limitations and living and skilled nursing). qualifications as Adjusted EBITDAre and Fixed Charges. Debt Investments Adjusted Funds From Operations (“AFFO”)* Loans secured by a direct interest in real estate and mezzanine loans. See the “Adjusted Funds From Operations” definition included in the accompanying Discussion and Reconciliations of Non-GAAP Financial Measures for information regarding AFFO. Development Includes ground-up construction. Newly completed developments, are considered Stabilized at Annualized Base Rent the earlier of lease-up (typically when the tenant(s) controls the physical use of 80% of the space) The most recent month’s (or subsequent month’s if acquired in the most recent month) base rent or 24 months from the date the property is placed in service. 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 Direct Financing Lease (“DFL”) on the same basis and excludes properties in our SHOP and CCRC segments, properties sold or Lease for which future minimum lease payments are recorded as a receivable and the difference held for sale during the quarter, and noncontrolling interests' share of consolidated JVs calculated between the future minimum lease payments and the estimated residual values less the cost of on the same basis. Further, Annualized Base Rent does not include tenant recoveries, additional the properties is recorded as unearned income. Unearned income is deferred and amortized to rents in excess of floors, and non-cash revenue adjustments (i.e., straight-line rents, amortization income over the lease terms to provide a constant yield. 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. EBITDAre and Adjusted EBITDAre* EBITDAre, or EBITDA for Real Estate, is a supplemental performance measure defined by the Cash Flow Coverage (“CFC”)* National Association of Real Estate Investment Trusts (“NAREIT”) and intended for real estate Facility EBITDAR or Facility EBITDARM divided by the aggregate of base rent and any additional companies. It represents earnings before interest expense, income taxes, depreciation and rent due to us for the trailing 12-month period one quarter in arrears from the period presented. amortization, gains or losses from sales of depreciable property (including gains or losses on change CFC is a supplemental measure of a property’s ability to generate cash flows for the operator/ in control), and impairment charges (recoveries) related to depreciable property. Adjusted EBITDAre tenant (not the Company) to meet the operator’s/tenant’s related rent and other obligations to us. is defined as EBITDAre excluding impairments (recoveries) related to non-depreciable assets, However, CFC is subject to the same limitations and qualifications as Facility EBITDAR or Facility transaction-related items, prepayment costs (benefits) associated with early retirement or payment EBITDARM. CFC is not presented for: (i) properties operated under a RIDEA structure or (ii) newly of debt, severance and related charges, litigation costs (recoveries), casualty-related charges completed facilities under lease-up, facilities acquired or transitioned to new operators during the (recoveries), stock compensation expense, and foreign currency remeasurement losses (gains). relevant trailing 12-month period, vacant facilities, facilities that are held for sale, facilities for which EBITDAre and Adjusted EBITDAre include our pro rata share of our unconsolidated JVs presented an agreement has been reached to change reporting structure, and facilities for which data is not on the same basis. available or meaningful. Enterprise Debt* Completion Date - Development/Redevelopment Consolidated Debt plus our pro rata share of total debt from our unconsolidated JVs. Enterprise For Developments, management’s estimate of the period the core and shell structure improvements Debt is a supplemental measure of our financial position, which enables both management and are expected to be or have been completed. For Redevelopments, management’s estimate of the investors to analyze our leverage and to compare our leverage to that of other companies. Our pro period in which major construction activity in relation to the scope of the project has been or will rata share of total debt from our unconsolidated JVs is not intended to reflect our actual liability be substantially completed and excludes the completion of tenant improvements. or ability to access assets should there be a default under any or all such loans or a liquidation of the JVs. Consolidated Debt The carrying amount of bank line of credit, commercial paper, term loans, senior unsecured notes, Enterprise Gross Assets* and mortgage debt, as reported in our consolidated financial statements. 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 Consolidated Gross Assets* supplemental measure of our financial position, which, when used in conjunction with debt-related The carrying amount of total assets, excluding investments in and advances to our unconsolidated measures, enables both management and investors to analyze our leverage and to compare our JVs, after adding back accumulated depreciation and amortization, as reported in our consolidated leverage to that of other companies. 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. 44 ReturnReturn to to TOC TOC


 
Glossary Enterprise Secured Debt* Fixed Charges* Consolidated Secured Debt plus our pro rata share of mortgage debt from our unconsolidated JVs. Total interest expense plus capitalized interest plus preferred stock dividends (if applicable). Fixed Enterprise Secured Debt is a supplemental measure of our financial position, which enables both Charges also includes our pro rata share of the interest expense plus capitalized interest plus management and investors to analyze our leverage and to compare our leverage to that of other preferred stock dividends (if applicable) of our unconsolidated JVs. Fixed Charges is a supplemental companies. Our pro rata share of Enterprise Secured Debt from our unconsolidated JVs is not measure of our interest payments on outstanding debt and dividends to preferred stockholders intended to reflect our actual liability or ability to access assets should there be a default under for purposes of presenting Fixed Charge Coverage and Adjusted Fixed Charge Coverage. Fixed any or all such loans or a liquidation of the JVs. Charges is subject to limitations and qualifications, as, among other things, it does not include all contractual obligations. Entrance Fees Certain of our communities have residency agreements which require the resident to pay an upfront Funds From Operations (“NAREIT FFO”) and FFO as Adjusted* entrance fee prior to taking occupancy at the community. For net income, NOI, Adjusted NOI, See the “Funds From Operations” definition included in the accompanying Discussion and NAREIT FFO, FFO as Adjusted, and AFFO, the non-refundable portion of the entrance fee is recorded Reconciliations of Non-GAAP Financial Measures for information regarding NAREIT FFO and FFO as deferred entrance fee revenue and amortized over the estimated stay of the resident based on as Adjusted. 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 Healthcare Affiliated unit. All refundable amounts due to residents at any time in the future are classified as liabilities. 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. Facility EBITDAR and Facility EBITDARM* Earnings before interest, taxes, depreciation, amortization and rent (and management fees), as Initial Capital Expenditures (“ICE”) applicable, for a particular facility accruing to the operator/tenant of the property (the Company Expenditures required to bring a newly acquired property up to standard. The expenditures are as lessor), for the trailing 12 months and one quarter in arrears from the date reported. We use typically identified during underwriting and incurred within the first year of ownership. Facility EBITDAR or Facility EBITDARM in determining CFC and as a supplemental measure of the ability of the property to generate sufficient liquidity to meet related obligations to us. Facility Investment and Portfolio Investment* EBITDAR includes: (i) contractual management fees; (ii) an imputed management fee of 5% of Represents: (i) the carrying amount of real estate assets and intangibles, after adding back revenues for senior housing facilities and post-acute/skilled facilities, or (iii) an imputed accumulated depreciation and amortization and (ii) the carrying amount of DFLs and Debt management fee of 2% of revenues for hospitals. All facility financial performance data was derived Investments. Portfolio Investment also includes our pro rata share of the real estate assets and solely from information provided by operators/tenants without independent verification by us. intangibles held in our unconsolidated JVs, presented on the same basis as Investment, and Facility EBITDAR and Facility EBITDARM are subject to the same limitations and qualifications as excludes noncontrolling interests' pro rata share of the real estate assets and intangibles held in EBITDA. In addition, Facility EBITDAR and Facility EBITDARM do not represent a borrower’s net our consolidated JVs, presented on the same basis. Investment and Portfolio Investment exclude income or cash flow from operations and should not be considered alternatives to those indicators. land held for development. Facility EBITDAR and Facility EBITDARM are not presented for: (i) properties operated under a RIDEA structure; or (ii) newly completed facilities under lease-up, facilities acquired or transitioned Metropolitan Statistical Areas (“MSA”) to new operators during the relevant trailing 12-month period, vacant facilities, facilities that are Metropolitan Statistical Areas are geographic entities delineated by the Office of Management and held for sale, facilities for which an agreement has been reached to change reporting structure, Budget for use by Federal Statistical agencies in collecting, tabulating, and publishing Federal and facilities for which data is not available or meaningful. 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 Financial Leverage* counties that have a high degree of social and economic integration (as measured by commuting Enterprise Debt divided by Enterprise Gross Assets. Financial Leverage is a supplemental measure to work) with the urban core. 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* Enterprise Debt less the carrying amount of cash and cash equivalents as reported in our consolidated financial statements and our pro rata share of cash and cash equivalents 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. 45 ReturnReturn to to TOC TOC


 
Glossary Net Debt to Adjusted EBITDAre* Portfolio Income* Net Debt divided by Adjusted EBITDAre is a supplemental measure of our ability to decrease our Cash NOI plus interest income plus our pro rata share of Cash NOI from our unconsolidated JVs debt. Because we may not be able to use our cash to reduce our debt on a dollar-for-dollar basis, less noncontrolling interests' pro rata share of Cash NOI from consolidated JVs. this measure may have material limitations. Portfolio Real Estate Revenues* Net Operating Income from Continuing Operations (“NOI”) and Cash Portfolio Real Estate Revenues include rental related revenues, resident fees and services and (Adjusted) NOI* income from DFLs. Portfolio Real Estate Revenues include the Company's pro rata share from NOI is defined as real estate revenues (inclusive of rental and related revenues, resident fees and unconsolidated JVs presented on the same basis and exclude noncontrolling interests' pro rata services, and income from direct financing leases and exclusive of interest income), less property share from consolidated JVs presented on the same basis. level operating expenses (which exclude transition costs); NOI excludes all other financial statement Redevelopment amounts included in net income (loss). Cash NOI is calculated as NOI after eliminating the effects of straight-line rents, DFL non-cash interest, amortization of market lease intangibles, termination Properties that incur major capital expenditures to significantly improve, change the use, or fees, actuarial reserves for insurance claims that have been incurred but not reported, and the reposition the property pursuant to a formal redevelopment plan. Newly completed impact of deferred community fee income and expense. NOI and Cash NOI include the Company's redevelopments, are considered Stabilized at the earlier of lease-up (typically when the tenant(s) pro rata share of NOI and Cash NOI from its unconsolidated JVs and exclude noncontrolling controls the physical use of 80% of the space) or 24 months from the date the property is placed interests’ pro rata share of NOI and Cash NOI from consolidated joint ventures. in service. Occupancy Retention Rate For life science facilities and medical office buildings, Occupancy represents the percentage of The ratio of total renewed square feet to the total square feet expiring and available for lease, total rentable square feet leased where rental payments have commenced, including month-to- excluding the square feet for tenant leases terminated for default or buy-out prior to the expiration month leases, as of the end of the period reported. For senior housing triple-net facilities, post- of the lease. acute/skilled facilities and hospitals, Occupancy represents the facilities’ average operating REVPOR CCRC* Occupancy for the trailing three-month period ended one quarter in arrears from the date reported. For SHOP properties, Occupancy represents the facilities’ average operating Occupancy for the The 3-month average Cash Real Estate Revenues per occupied unit excluding Cash NREFs for the most recent calendar quarter (year-to-date for year-to-date SS) available. The percentages are most recent period available. REVPOR CCRC excludes newly completed assets under lease-up, calculated based on units for senior housing facilities and available beds for post-acute/skilled assets sold, acquired or transitioned to a new operating structure (such as triple-net to SHOP) facilities and hospitals. The percentages shown are weighted to reflect our share and exclude newly during the relevant period, assets in redevelopment, assets that are held for sale, and assets that completed facilities under lease-up, facilities acquired or transitioned to new operators during the experienced a casualty event that significantly impacted operations. REVPOR cannot be derived relevant period, vacant facilities, facilities held for sale, facilities for which agreement has been from the information presented for the CCRC portfolio as units reflect 100% of the unit capacities reached to change reporting structure, and facilities for which data is not available or meaningful. for unconsolidated JVs and revenue is at the Company's pro rata share. All facility financial performance data was derived solely from information provided by operators/ REVPOR SHOP* tenants and borrowers without independent verification by us. The 3-month average Cash Real Estate Revenues per occupied unit for the most recent period Penetration Rate available. REVPOR SHOP excludes newly completed assets under lease-up, assets sold, acquired Reflects the number of available senior housing units as a percentage of total population age 80 or transitioned to a new operating structure (such as triple-net to SHOP) during the relevant period, and older. This measurement is an indicator of market demand for new development and expansion assets in redevelopment, assets that are held for sale, and assets that experienced a casualty event projects. that significantly impacted operations. REVPOR cannot be derived from the information presented for the SHOP portfolio as units reflect 100% of the unit capacities for unconsolidated JVs and Portfolio Cash Operating Expenses* revenue is at the Company's pro rata share. Consolidated cash operating expenses plus the Company's pro rata share of cash operating REVPOR Triple-net expenses from its unconsolidated JVs less noncontrolling interests' pro rata share of cash operating expenses from consolidated JVs. Portfolio Cash Operating Expenses represent property level The 3-month average facility revenue per occupied unit, one quarter in arrears from the period operating expenses (which exclude transition costs) after eliminating the effects of straight-line presented. Facility revenue consists primarily of resident rents generated at triple-net communities, rents, lease termination fees, actuarial reserves for insurance claims that have been incurred but which are not included in our financial results. Facility revenues are derived solely from information not reported, and the impact of deferred community fee expense. provided by operators/tenants without independent verification by us. REVPOR Triple-net excludes vacant facilities, newly completed assets under lease-up, assets sold, acquired or transitioned to Portfolio Cash Real Estate Revenues* a new operating structure (such as triple-net to SHOP) during the relevant period, assets that are Consolidated cash rental and operating revenue plus the Company's pro rata share of cash rental held for sale, and assets for which agreement has been reached to change reporting structure. and operating revenue from its unconsolidated joint ventures less noncontrolling interests' pro rata share of cash rental and operating revenue from consolidated JVs. Portfolio Cash Real Estate Revenues represent rental and related revenues, resident fees and services, and income from DFLs 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. 46 ReturnReturn to to TOC TOC


 
Glossary RIDEA Share of Unconsolidated Joint Ventures ("JVs") A structure whereby a taxable REIT subsidiary is permitted to rent a healthcare facility from its Our pro rata share information is prepared by applying our actual ownership percentage for the parent REIT and hire an independent contractor to operate the facility. period and is intended to reflect our proportionate economic interest in the financial position and operating results of properties in our portfolio. Same-Store (“SS”)* Same-Store NOI and Adjusted (Cash) NOI information allows us to evaluate the performance of Stabilized / Stabilization our property portfolio under a consistent population by eliminating changes in the composition of Newly acquired operating assets are generally considered Stabilized at the earlier of lease-up our consolidated portfolio of properties. Same-Store Adjusted NOI excludes amortization of (typically when the tenant(s) control(s) the physical use of at least 80% of the space) or 12 months deferred revenue from tenant-funded improvements and certain non-property specific operating from the acquisition date. Newly completed developments and redevelopments are considered expenses that are allocated to each operating segment on a consolidated basis. Properties are Stabilized at the earlier of lease-up or 24 months from the date the property is placed in service. included in Same-Store once they are stabilized for the full period in both comparison periods. Properties that experience a change in reporting structure, such as a transition from a triple-net Newly acquired operating assets are generally considered stabilized at the earlier of lease-up lease to a RIDEA reporting structure, are considered stabilized after 12 months in operations under (typically when the tenant(s) control(s) the physical use of at least 80% of the space) or 12 months a consistent reporting structure. 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. Total Market Equity Properties that experience a change in reporting structure, such as a transition from a triple-net The total number of outstanding shares of our common stock multiplied by the closing price per lease to a RIDEA reporting structure, are considered stabilized after 12 months in operations under share of our common stock on the New York Stock Exchange as of period end, plus the total a consistent reporting structure. A property is removed from Same-Store when it is classified as number of convertible partnership units multiplied by the closing price per share of our common held for sale, sold, placed into redevelopment, experiences a casualty event that significantly stock on the New York Stock Exchange as of period end (adjusted for stock splits). impacts operations, a change in reporting structure (such as triple-net to SHOP) or operator transition has been agreed to, or a significant tenant relocates from a Same-Store property to a Units/Square Feet/Beds non Same-Store property and that change results in a corresponding increase in revenue. Senior housing facilities are measured in available units (e.g., studio, one or two bedroom units). Life science facilities and medical office buildings are measured in square feet, excluding square Secured Debt Ratio* footage for development or redevelopment properties prior to completion. Post-acute/skilled Enterprise Secured Debt divided by Enterprise Gross Assets. Secured Debt Ratio is a supplemental facilities and hospitals are measured in available beds. Capacities are presented at 100%. 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 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. * Non-GAAP Supplemental Measures Reconciliations, definitions, and important discussions regarding the usefulness and limitations of the Non-GAAP Financial Measures used in this report can be found at http://ir.healthpeak.com/quarterly-results. 47 ReturnReturn to to TOC TOC


 
Adjusted EBITDAre and Adjusted Debt Ratios Fixed Charge Coverage Dollars in thousands NET INCOME TO ADJUSTED EBITDAre Three Months Ended March 31, 2020 Net income (loss) $ 282,540 Interest expense 58,376 Income tax expense (benefit) (33,044) Depreciation and amortization 189,276 Other depreciation and amortization 2,083 Loss (gain) on sales of real estate (164,869) Loss (gain) upon change of control (167,434) Impairments (recoveries) of depreciable real estate 30,722 Share of unconsolidated JV: Interest expense 2,067 Income tax expense (benefit) (148) Depreciation and amortization 29,610 Gain on sale of real estate from unconsolidated JVs (7,729) Other JV adjustments (472) EBITDAre $ 220,978 Transaction-related items 107,310 Other impairments (recoveries) and losses (gains) (33,306) Loss on debt extinguishments (833) Litigation costs (recoveries) 106 Amortization of deferred compensation 3,987 Foreign currency remeasurement losses (gains) 10 Adjusted EBITDAre $ 298,252 ADJUSTED FIXED CHARGE COVERAGE Interest expense 58,376 Share of unconsolidated JV interest expense 2,067 Capitalized interest 6,984 Fixed Charges $ 67,427 Adjusted Fixed Charge Coverage 4.4x 48 Return to TOC


 
Debt Ratios As of and for the quarter ended March 31, 2020, dollars in thousands ENTERPRISE DEBT AND NET DEBT March 31, 2020 (1) Includes mortgage debt of $27.8 million on assets held for Bank line of credit and commercial paper $ — sale that matures in 2044. Term loan 249,002 (2) Represents the current quarter Adjusted EBIDTAre multiplied Senior unsecured notes 5,650,053 by a factor of four. Mortgage debt(1) 517,886 Consolidated Debt $ 6,416,941 Share of unconsolidated JV mortgage debt 95,389 Enterprise Debt $ 6,512,330 Cash and cash equivalents (783,542) Share of unconsolidated JV cash and cash equivalents (15,392) Net Debt $ 5,713,396 FINANCIAL LEVERAGE March 31, 2020 Enterprise Debt $ 6,512,330 Enterprise Gross Assets 19,644,760 Financial Leverage 33.2% SECURED DEBT RATIO March 31, 2020 Mortgage debt $ 517,886 Share of unconsolidated JV mortgage debt 95,389 Enterprise Secured Debt $ 613,275 Enterprise Gross Assets 19,644,760 Secured Debt Ratio 3.1% NET DEBT TO ADJUSTED EBITDAre Three Months Ended March 31, 2020 Net Debt $ 5,713,396 Annualized Adjusted EBITDAre 1,193,008 (2) Net Debt to Adjusted EBITDAre 4.8x 49 Return to TOC


 
COMPANY Information BOARD OF DIRECTORS BRIAN G. CARTWRIGHT DAVID B. HENRY Chairman of the Board, Healthpeak Properties, Inc. Former Vice Chairman and Chief Executive Officer, Former General Counsel, Kimco Realty Corporation U.S. Securities and Exchange Commission LYDIA H. KENNARD THOMAS M. HERZOG President and Chief Executive Officer, Chief Executive Officer, Healthpeak Properties, Inc. KDG Construction Consulting CHRISTINE N. GARVEY SARA GROOTWASSINK LEWIS Former Global Head of Corporate Founder and Chief Executive Officer, Real Estate Services, Deutsche Bank AG Lewis Corporate Advisors, LLC R. KENT GRIFFIN, JR. KATHERINE M. SANDSTROM Managing Director, PHICAS Investors Former Senior Managing Director, Former President, BioMed Realty Trust, Inc. Heitman, LLC EXECUTIVE MANAGEMENT THOMAS M. HERZOG PETER A. SCOTT Chief Executive Officer Executive Vice President Chief Financial Officer SCOTT M. BRINKER President SHAWN G. JOHNSTON Chief Investment Officer Executive Vice President Chief Accounting Officer THOMAS M. KLARITCH Executive Vice President JEFFREY H. MILLER Chief Development Officer Executive Vice President Chief Operating Officer Senior Housing TROY E. MCHENRY LISA A. ALONSO Executive Vice President Executive Vice President Chief Legal Officer Chief Human Resources Officer General Counsel Corporate Secretary 50 ReturnReturn to to TOC TOC


 
Patewood Hospital Greenville, SC 51 51 ReturnReturn toto TOCTOC


 
Medical City Hospital Forward-Looking Statements Dallas, TX & Risk Factors Statements contained in this supplemental report which 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, joint venture transactions, capital recycling plans, financing activities, or other transactions; (ii) future new supply and demographics; (iii) the Company’s 2020 guidance, outlook, framework, assumptions and additional information with respect thereto, including potential outcomes and impacts from COVID-19; and (iv) statements regarding the impact of the COVID-19 pandemic on our business, financial condition and results of operations. 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: the severity and duration of the COVID-19 pandemic; actions that may be taken by governmental authorities to contain the COVID-19 outbreak or to treats its impact; the impact of the COVID-19 pandemic and health and safety measures intended to reduce its spread; operational risks associated with third party management contracts, including the additional regulation and liabilities of RIDEA lease structures; the ability of the Company’s existing and future tenants, operators and borrowers to conduct their respective businesses in a manner sufficient to maintain or increase their revenues and manage their expenses in order to generate sufficient income to make rent and loan payments to the Company and the Company’s ability to recover investments made, if applicable, in their operations; the imposition of laws or regulations prohibiting eviction of our tenants or operators, including new governmental efforts in response to COVID-19; the financial condition of the Company’s existing and future tenants, operators and borrowers, including potential bankruptcies and downturns in their businesses, and their legal and regulatory proceedings, which results in uncertainties regarding the Company’s ability to continue to realize the full benefit of such tenants’ and operators’ leases and borrowers’ loans; the Company’s concentration in the healthcare property sector, particularly in senior housing, life sciences and medical office buildings, which makes its profitability more vulnerable to a downturn in a specific sector than if the Company were investing in multiple industries; the effect on the Company and its tenants and operators of legislation, executive orders and other legal requirements, including compliance with the Americans with Disabilities Act, fire, safety and health regulations, environmental laws, the Affordable Care Act, licensure, certification and inspection requirements, and laws addressing entitlement programs and related services, including Medicare and Medicaid, which may result in future reductions in reimbursements or fines for noncompliance; the Company’s ability to identify replacement tenants and operators and the potential renovation costs and regulatory approvals associated therewith; the risks associated with property development and redevelopment, including costs above original estimates, project delays and lower occupancy rates and rents than expected; the potential impact of uninsured or underinsured losses, including as a result of hurricanes, earthquakes and other natural disasters, pandemics such as COVID-19, acts of war and/or terrorism and other events that may cause such losses and/or performance declines by us or our tenants and operators; the risks associated with the Company’s investments in joint ventures and unconsolidated entities, including its lack of sole decision Continued 52 ReturnReturn toto TOCTOC


 
2201 Medical Plaza Forward-Looking Statements Nashville, TN & Risk Factors (concluded) making authority and its reliance on its partners’ financial condition and continued cooperation; competition for the acquisition and financing of suitable healthcare properties as well as competition for tenants and operators, including with respect to new leases and mortgages and the renewal or rollover of existing leases; the Company’s or its counterparties’ ability to fulfill obligations, such as financing conditions and/or regulatory approval requirements, required to successfully consummate acquisitions, dispositions, transitions, developments, redevelopments, joint venture transactions or other transactions; the Company’s ability to achieve the benefits of acquisitions or other investments within expected time frames or at all, or within expected cost projections; the potential impact on the Company and its tenants, operators and borrowers from current and future litigation matters, including the possibility of larger than expected litigation costs, adverse results and related developments; changes in federal, state or local laws and regulations, including those affecting the healthcare industry that affect the Company’s costs of compliance or increase the costs, or otherwise affect the operations, of its tenants and operators; the Company’s ability to foreclose on collateral securing its real estate- related loans; volatility or uncertainty in the capital markets, the availability and cost of capital as impacted by interest rates, changes in the Company’s credit ratings, and the value of its common stock, and other conditions that may adversely impact the Company’s ability to fund its obligations or consummate transactions, or reduce the earnings from potential transactions; changes in global, national and local economic and other conditions, including the ongoing economic downturn, volatility in the financial markets and high unemployment rates; the Company’s ability to manage its indebtedness level and changes in the terms of such indebtedness; competition for skilled management and other key personnel; the Company’s reliance on information technology systems and the potential impact of system failures, disruptions or breaches; the Company’s ability to maintain its qualification as a real estate investment trust; and other risks and uncertainties described from time to time in the Company’s 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 the Company’s Annual Reports 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 the Company’s 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 the Company’s 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, it has not independently verified this information. For more information, contact Barbat Rodgers, Senior Director - Investor Relations, at (949) 407-0400. 53 ReturnReturn toto TOCTOC


 
_________________________________________________________ Corporate HQ, Irvine, CA 1920 Main Street, Suite 1200 Irvine, CA 92614 (949) 407 - 0700 ________________________________________________________ San Francisco, CA 950 Tower Lane, Suite 1650 Foster City, CA 94404 _______________________________________________________ Nashville, TN 3000 Meridian Boulevard, Suite 200 Franklin, TN 37067 healthpeak.com 54 ReturnReturn to to TOC TOC


 



Exhibit 99.3
 
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Discussion and

Reconciliation of Non-

GAAP Financial Measures
 
March 31, 2020
 
 
 
 
 
(Unaudited)



Definitions

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 Available for Distribution (“AFFO”) AFFO is defined as FFO as Adjusted after excluding the impact of the following: (i) amortization of deferred compensation expense, (ii) amortization of deferred financing costs, net, (iii) straight-line rents, (iv) deferred income taxes, (v) amortization of acquired market lease intangibles, net, (vi) non-cash interest related to DFLs and lease incentive amortization (reduction of straight-line rents), (vii) actuarial reserves for insurance claims that have been incurred but not reported, and (viii) deferred revenues, excluding amounts amortized into rental income that are associated with tenant funded improvements owned/recognized by us and up-front cash payments made by tenants to reduce their contractual rents. Also, AFFO: (i) is computed after deducting recurring capital expenditures, including second generation leasing costs and second generation tenant and capital improvements and (ii) includes lease restructure payments and adjustments to compute our share of AFFO from our unconsolidated joint ventures. Certain prior period amounts in the “Non-GAAP Financial Measures Reconciliation” below for AFFO have been reclassified to conform to the current period presentation. More specifically, recurring capital expenditures, including second generation leasing costs and second generation tenant and capital improvements ("AFFO capital expenditures") excludes our share from unconsolidated joint ventures (reported in “other AFFO adjustments”). Adjustments for joint ventures are calculated to reflect our pro-rata share of both our consolidated and unconsolidated joint ventures. We reflect our share of AFFO for unconsolidated joint ventures by applying our actual ownership percentage for the period to the applicable reconciling items on an entity by entity basis. We reflect our share for consolidated joint ventures in which we do not own 100% of the equity by adjusting our AFFO to remove the third party ownership share of the applicable reconciling items based on actual ownership percentage for the applicable periods (reported in “other AFFO adjustments”). See FFO for further disclosure regarding our use of pro-rata share information and its limitations. Other REITs or real estate companies may use different methodologies for calculating AFFO, and accordingly, our AFFO may not be comparable to those reported by other REITs. Although our AFFO computation may not be comparable to that of other REITs, management believes AFFO provides a meaningful supplemental measure of our performance and is frequently used by analysts, investors, and other interested parties in the evaluation of our performance as a REIT. We believe AFFO is an alternative run-rate earnings measure that improves the understanding of our operating results among investors and makes comparisons with: (i) expected results, (ii) results of previous periods, and (iii) results among REITs more meaningful. AFFO does not represent cash generated from operating activities determined in accordance with GAAP and is not necessarily indicative of cash available to fund cash needs as it excludes the following items which generally flow through our cash flows from operating activities: (i) adjustments for changes in working capital or the actual timing of the payment of income or expense items that are accrued in the period, (ii) transaction-related costs, (iii) litigation settlement expenses, (iv) severance-related expenses, and (v) actual cash receipts from interest income recognized on loans receivable (in contrast to our AFFO adjustment to exclude non-cash interest and depreciation related to our investments in direct financing leases). Furthermore, AFFO is adjusted for recurring capital expenditures, which are generally not considered when determining cash flows from operations or liquidity. AFFO is a non-GAAP supplemental financial measure and should not be considered as an alternative to net income (loss) determined in accordance with GAAP.
Consolidated Debt The carrying amount of bank line of credit, commercial paper, term loans, senior unsecured notes, and mortgage debt, as reported in our consolidated financial statements.
Consolidated Gross Assets The carrying amount of total assets, excluding investments in and advances to our unconsolidated JVs, after adding back accumulated depreciation and amortization, as reported in our consolidated financial statements. Consolidated Gross Assets is a supplemental measure of our financial position, which, when used in conjunction with debt-related measures, enables both management and investors to analyze our leverage and to compare our leverage to that of other companies.
Consolidated Secured Debt Mortgage and other debt secured by real estate, as reported in our consolidated financial statements.
Continuing Care Retirement Community (“CCRC”) A senior housing facility which provides at least three levels of care (i.e., independent living, assisted living and skilled nursing).
Debt Investments Loans secured by a direct interest in real estate and mezzanine loans.
Direct Financing Lease ("DFL") Lease for which future minimum lease payments are recorded as a receivable and the difference between the future minimum lease payments and the estimated residual values less the cost of the properties is recorded as unearned income. Unearned income is deferred and amortized to income over the lease terms to provide a constant yield.

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Definitions

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 impairments (recoveries) related to non-depreciable assets, transaction-related items, prepayment costs (benefits) associated with early retirement or payment of debt, severance and related charges, litigation costs (recoveries), casualty-related charges (recoveries), stock compensation expense, and foreign currency remeasurement losses (gains). EBITDAre and Adjusted EBITDAre include our pro rata share of our unconsolidated JVs presented on the same basis. We consider EBITDAre and Adjusted EBITDAre important supplemental measures to net income (loss) because they provide an additional manner in which to evaluate our operating performance and serve as additional indicators of our ability service our debt obligations. Net income (loss) is the most directly comparable U.S. generally accepted accounting principles (“GAAP”) measure to EBITDAre and Adjusted EBITDAre.
Enterprise Debt Consolidated Debt plus our pro rata share of total debt from our unconsolidated JVs. Enterprise Debt is a supplemental measure of our financial position, which enables both management and investors to analyze our leverage and to compare our leverage to that of other companies. Our pro rata share information is calculated by applying our actual ownership percentage for the period and excludes debt funded by us to our JVs. Our pro rata share of total debt from our unconsolidated JVs is not intended to reflect our actual liability or ability to access assets should there be a default under any or all such loans or a liquidation of the JVs.
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 Fee Certain of our communities have residency agreements which require the resident to pay an upfront entrance fee prior to taking occupancy at the community. For net income, NOI, Adjusted NOI, NAREIT FFO, FFO as Adjusted, and AFFO, the non-refundable portion of the entrance fee is recorded as deferred entrance fee revenue and amortized over the estimated stay of the resident based on an actuarial valuation. The refundable portion of a resident’s entrance fee is generally refundable within a certain number of months or days following contract termination or upon the sale of the unit. All refundable amounts due to residents at any time in the future are classified as liabilities.
Financial Leverage Enterprise Debt divided by Enterprise Gross Assets. Financial Leverage is a supplemental measure of our financial position, which enables both management and investors to analyze our leverage and to compare our leverage to that of other companies. Our pro rata share information is calculated by applying our actual ownership percentage for the period and excludes debt funded by us to our JVs. Our pro rata share of total debt from our unconsolidated JVs is not intended to reflect our actual liability or ability to access assets should there be a default under any or all such loans or a liquidation of the JVs.
Fixed Charges Total interest expense plus capitalized interest plus preferred stock dividends (if applicable). Fixed Charges also includes our pro rata share of the interest expense plus capitalized interest plus preferred stock dividends (if applicable) of our unconsolidated JVs. Fixed Charges is a supplemental measure of our interest payments on outstanding debt and dividends to preferred stockholders for purposes of presenting Fixed Charge Coverage and Adjusted Fixed Charge Coverage. Fixed Charges is subject to limitations and qualifications, as, among other things, it does not include all contractual obligations.
Funds From Operations (“NAREIT FFO”) and FFO as Adjusted FFO encompasses NAREIT FFO and FFO as Adjusted, each of which is described in detail below. We believe FFO applicable to common shares, diluted FFO applicable to common shares, and diluted FFO per common share are important supplemental non-GAAP measures of operating performance for a REIT. Because the historical cost accounting convention used for real estate assets utilizes straight-line depreciation (except on land), such accounting presentation implies that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen and fallen with market conditions, presentations of operating results for a REIT that use historical cost accounting for depreciation could be less informative. The term FFO was designed by the REIT industry to address this issue.

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Definitions

NAREIT FFO. FFO, as defined by the National Association of Real Estate Investment Trusts (“NAREIT”), is net income (loss) applicable to common shares (computed in accordance with GAAP), excluding gains or losses from sales of depreciable property, including any current and deferred taxes directly associated with sales of depreciable property, impairments of, or related to, depreciable real estate, plus real estate and other real estate-related depreciation and amortization, and adjustments to compute our share of NAREIT FFO and FFO as Adjusted (see below) from joint ventures. Adjustments for joint ventures are calculated to reflect our pro-rata share of both our consolidated and unconsolidated joint ventures. We reflect our share of NAREIT FFO for unconsolidated joint ventures by applying our actual ownership percentage for the period to the applicable reconciling items on an entity by entity basis. For consolidated joint ventures in which we do not own 100%, we reflect our share of the equity by adjusting our NAREIT FFO to remove the third party ownership share of the applicable reconciling items based on actual ownership percentage for the applicable periods. Our pro-rata share information is prepared on a basis consistent with the comparable consolidated amounts, is intended to reflect our proportionate economic interest in the operating results of properties in our portfolio and is calculated by applying our actual ownership percentage for the period. We do not control the unconsolidated joint ventures, and the pro-rata presentations of reconciling items included in NAREIT FFO do not represent our legal claim to such items. The joint venture members or partners are entitled to profit or loss allocations and distributions of cash flows according to the joint venture agreements, which provide for such allocations generally according to their invested capital.
The presentation of pro-rata information has limitations, which include, but are not limited to, the following: (i) the amounts shown on the individual line items were derived by applying our overall economic ownership interest percentage determined when applying the equity method of accounting and do not necessarily represent our legal claim to the assets and liabilities, or the revenues and expenses and (ii) other companies in our industry may calculate their pro-rata interest differently, limiting the usefulness as a comparative measure. Because of these limitations, the pro-rata financial information should not be considered independently or as a substitute for our financial statements as reported under GAAP. We compensate for these limitations by relying primarily on our GAAP financial statements, using the pro-rata financial information as a supplement.
NAREIT FFO does not represent cash generated from operating activities in accordance with GAAP, is not necessarily indicative of cash available to fund cash needs and should not be considered an alternative to net income (loss). We compute NAREIT FFO in accordance with the current NAREIT definition; however, other REITs may report NAREIT FFO differently or have a different interpretation of the current NAREIT definition from ours.
FFO as Adjusted. In addition, we present NAREIT FFO on an adjusted basis before the impact of non-comparable items including, but not limited to, transaction-related items, impairments (recoveries) of non-depreciable assets, losses (gains) from the sale of non-depreciable assets, severance and related charges, prepayment costs (benefits) associated with early retirement or payment of debt, litigation costs (recoveries), casualty-related charges (recoveries), foreign currency remeasurement losses (gains), and changes in tax legislation (“FFO as Adjusted”). Transaction-related items include transaction expenses and gains/charges incurred as a result of mergers and acquisitions and lease amendment or termination activities. Prepayment costs (benefits) associated with early retirement of debt include the write-off of unamortized deferred financing fees, or additional costs, expenses, discounts, make-whole payments, penalties or premiums incurred as a result of early retirement or payment of debt. Management believes that FFO as Adjusted provides a meaningful supplemental measurement of our FFO run-rate and is frequently used by analysts, investors, and other interested parties in the evaluation of our performance as a REIT. At the same time that NAREIT created and defined its FFO measure for the REIT industry, it also recognized that “management of each of its member companies has the responsibility and authority to publish financial information that it regards as useful to the financial community.” We believe stockholders, potential investors, and financial analysts who review our operating performance are best served by an FFO run-rate earnings measure that includes certain other adjustments to net income (loss), in addition to adjustments made to arrive at the NAREIT defined measure of FFO. FFO as Adjusted is used by management in analyzing our business and the performance of our properties and we believe it is important that stockholders, potential investors, and financial analysts understand this measure used by management. We use FFO as Adjusted to: (i) evaluate our performance in comparison with expected results and results of previous periods, relative to resource allocation decisions, (ii) evaluate the performance of our management, (iii) budget and forecast future results to assist in the allocation of resources, (iv) assess our performance as compared with similar real estate companies and the industry in general, and (v) evaluate how a specific potential investment will impact our future results. Other REITs or real estate companies may use different methodologies for calculating an adjusted FFO measure, and accordingly, our FFO as Adjusted may not be comparable to those reported by other REITs.
Investment and Portfolio Investment Represents: (i) the carrying amount of real estate assets and intangibles, after adding back accumulated depreciation and amortization and (ii) the carrying amount of DFLs and Debt Investments. Portfolio Investment also includes our pro rata share of the real estate assets and intangibles held in our unconsolidated JVs, presented on the same basis as Investment, and excludes noncontrolling interests' pro rata share of the real estate assets and intangibles held in our consolidated JVs, presented on the same basis. Investment and Portfolio Investment exclude land held for development.
Net Debt Enterprise Debt less the carrying amount of cash and cash equivalents as reported in our consolidated financial statements and our pro rata share of cash and cash equivalents from our unconsolidated JVs. Consolidated Debt is the most directly comparable GAAP measure to Net Debt. Net Debt is a supplemental measure of our financial position, which enables both management and investors to analyze our leverage and to compare our leverage to that of other companies.

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Definitions

Net Debt to Adjusted EBITDAre Net Debt divided by Adjusted EBITDAre is a supplemental measure of our ability to decrease our debt. Because we may not be able to use our cash to reduce our debt on a dollar-for-dollar basis, this measure may have material limitations.
Net Operating Income from Continuing Operations (“NOI”) and Cash (Adjusted) NOI NOI and Adjusted NOI are non-U.S. generally accepted accounting principles (“GAAP”) supplemental financial measures used to evaluate the operating performance of real estate. NOI is defined as real estate revenues (inclusive of rental and related revenues, resident fees and services, and income from direct financing leases and exclusive of interest income), less property level operating expenses (which exclude transition costs); NOI excludes all other financial statement amounts included in net income (loss). Adjusted NOI is calculated as NOI after eliminating the effects of straight-line rents, DFL non-cash interest, amortization of market lease intangibles, termination fees, actuarial reserves for insurance claims that have been incurred but not reported, and the impact of deferred community fee income and expense. NOI and Adjusted NOI include our share of income (loss) generated by unconsolidated joint ventures and exclude noncontrolling interests’ share of income (loss) generated by consolidated joint ventures. Adjusted NOI is oftentimes referred to as “Cash NOI.” Management believes NOI and Adjusted NOI are important supplemental measured because they provides relevant and useful information by reflecting only income and operating expense items that are incurred at the property level and presenting them on an unlevered basis. We use NOI and Adjusted NOI to make decisions about resource allocations, to assess and compare property level performance, and to evaluate our Same-Store (“SS”) performance, as described below. We believe that net income (loss) is the most directly comparable GAAP measure to NOI and Adjusted NOI. NOI and Adjusted NOI should not be viewed as alternative measures of operating performance to net income (loss) as defined by GAAP since they do not reflect various excluded items. Further, our definitions of NOI and Adjusted NOI may not be comparable to the definitions used by other REITs or real estate companies, as they may use different methodologies for calculating NOI and Adjusted NOI.
Operating expenses generally relate to leased medical office and life science properties and SHOP facilities. We generally recover all or a portion of our leased medical office and life science property expenses through tenant recoveries. We present expenses as operating or general and administrative based on the underlying nature of the expense.
Portfolio Cash Operating Expenses Consolidated cash operating expenses plus the Company's pro rata share of cash operating expenses from its unconsolidated JVs less noncontrolling interests' pro rata share of cash operating expenses from consolidated JVs. Portfolio Cash Operating Expenses represent property level operating expenses (which exclude transition costs) 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 Cash Real Estate Revenues Consolidated cash rental and operating revenue plus the Company's pro rata share of cash rental and operating revenue from its unconsolidated joint ventures less noncontrolling interests' pro rata share of cash rental and operating revenue from consolidated JVs. Portfolio Cash Real Estate Revenues represent rental and related revenues, resident fees and services, and income from DFLs 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.
Portfolio Income Cash NOI plus interest income plus our pro rata share of Cash NOI from our unconsolidated JVs less noncontrolling interests' pro rata share of Cash NOI from consolidated JVs.
Portfolio Real Estate Revenues Portfolio Real Estate Revenues include rental related revenues, resident fees and services and income from DFLs. 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.
Revenue Per Occupied Room ("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, acquired or transitioned to a new operating structure (such as triple-net to SHOP) 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 CCRC portfolio as units reflect 100% of the unit capacities for unconsolidated JVs and revenue is at the Company's pro rata share. REVPOR CCRC is a non-GAAP supplemental financial measure used to evaluate the revenue-generating capacity and profit potential of our CCRC assets independent of fluctuating occupancy rates. It is also used in comparison against industry and competitor statistics, if known, to evaluate the quality of our CCRC assets.
REVPOR SHOP The 3-month average Cash Real Estate Revenues per occupied unit for the most recent period available. REVPOR SHOP excludes newly completed assets under lease-up, assets sold, acquired or transitioned to a new operating structure (such as triple-net to SHOP) 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 SHOP portfolio as units reflect 100% of the unit capacities for unconsolidated JVs and revenue is at the Company's pro rata share. REVPOR SHOP is a non-GAAP supplemental financial measure used to evaluate the revenue-generating capacity and profit potential of our SHOP assets independent of fluctuating occupancy rates. It is also used in comparison against industry and competitor statistics, if known, to evaluate the quality of our SHOP assets.
RIDEA A structure whereby a taxable REIT subsidiary is permitted to rent a healthcare facility from its parent REIT and hire an independent contractor to operate the facility.

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5

Definitions

Same-Store ("SS") Same-Store NOI and Adjusted (Cash) NOI information allows us to evaluate the performance of our property portfolio under a consistent population by eliminating changes in the composition of our consolidated portfolio of properties. Same-Store Adjusted NOI 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) 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, such as a transition from a triple-net lease to a RIDEA 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 (such as triple-net to SHOP) 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.
Secured Debt Ratio Enterprise Secured Debt divided by Enterprise Gross Assets. Secured Debt Ratio is a supplemental measure of our financial position, which enables both management and investors to analyze our leverage and to compare our leverage to that of other companies. Our pro rata share information is calculated by applying our actual ownership percentage for the period and excludes debt funded by us to our JVs. Our pro rata share of Total Secured Debt from our unconsolidated JVs is not intended to reflect our actual liability or ability to access assets should there be a default under any or all such loans or a liquidation of the JVs.
Segments Our portfolio is comprised of investments in the following healthcare segments: (i) senior housing triple-net, (ii) senior housing operating portfolio (“SHOP”), (iii) CCRC, (iv) life science, (v) medical office, and (vi) other non-reportable segments (“Other”).
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.


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6

Reconciliations
In thousands, except for per share data

Funds From Operations
 
Three Months Ended March 31,
 
2020
 
2019
Net income (loss) applicable to common shares
$
277,464

 
$
61,029

Real estate related depreciation and amortization
189,276

 
131,951

Healthpeak's share of real estate related depreciation and amortization from unconsolidated joint ventures
29,610

 
15,077

Noncontrolling interests' share of real estate related depreciation and amortization
(4,852
)
 
(4,920
)
Other real estate-related depreciation and amortization
1,237

 
2,085

Loss (gain) on sales of real estate, net
(164,869
)
 
(8,044
)
Healthpeak's share of loss (gain) on sales of real estate, net, from unconsolidated joint ventures
(7,729
)
 

Loss (gain) upon change of control, net(1)
(167,434
)
 

Taxes associated with real estate dispositions
(11,876
)
 

Impairments (recoveries) of depreciable real estate, net
30,722

 
8,858

NAREIT FFO applicable to common shares
171,549

 
206,036

Distributions on dilutive convertible units and other
1,637

 
1,795

Diluted NAREIT FFO applicable to common shares
$
173,186

 
$
207,831

 
 
 
 
Weighted average shares outstanding - diluted NAREIT FFO
513,123

 
483,671

 
 
 
 
Impact of adjustments to NAREIT FFO:


 


Transaction-related items(2)
$
92,379

 
$
5,889

Other impairments (recoveries) and other losses (gains), net(3)
(33,306
)
 

Loss on debt extinguishments
(833
)
 

Litigation costs (recoveries)
106

 
128

Foreign currency remeasurement losses (gains)
10

 
(28
)
Tax rate legislation impact(4)
(2,892
)
 

Total adjustments
55,464

 
5,989

FFO as Adjusted applicable to common shares
227,013

 
212,025

Distributions on dilutive convertible units and other
1,549

 
1,780

Diluted FFO as Adjusted applicable to common shares
$
228,562

 
$
213,805

 
 
 
 
Weighted average shares outstanding - diluted FFO as Adjusted
513,123

 
483,671

 
 
 
 
Diluted earnings per common share
$
0.54

 
$
0.13

Depreciation and amortization
0.42

 
0.30

Loss (gain) on sales of real estate, net
(0.33
)
 
(0.02
)
Loss (gain) upon change of control, net(1)
(0.33
)
 

Taxes associated with real estate dispositions
(0.02
)
 

Impairments (recoveries) of depreciable real estate, net
0.06

 
0.02

Diluted NAREIT FFO per common share
$
0.34

 
$
0.43

Transaction-related items(2)
0.18

 
0.01

Other impairments (recoveries) and other losses (gains), net(3)
(0.06
)
 

Tax rate legislation impact(4)
(0.01
)
 

Diluted FFO as Adjusted per common share
$
0.45

 
$
0.44


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7

Reconciliations
In thousands


Adjusted Funds From Operations
 
Three Months Ended March 31,
 
2020
 
2019
FFO as Adjusted applicable to common shares
$
227,013

 
$
212,025

Amortization of deferred compensation
3,987

 
3,590

Amortization of deferred financing costs
2,582

 
2,699

Straight-line rents
(6,229
)
 
(6,246
)
AFFO capital expenditures
(21,791
)
 
(19,220
)
Lease restructure payments
291

 
288

CCRC entrance fees(5)

 
3,496

Deferred income taxes(6)
4,787

 
(3,732
)
Other AFFO adjustments(7)
(3,064
)
 
(1,429
)
AFFO applicable to common shares
207,576

 
191,471

Distributions on dilutive convertible units and other
1,638

 
1,794

Diluted AFFO applicable to common shares
$
209,214

 
$
193,265

 
 
 
 
Weighted average shares outstanding - diluted AFFO
513,123

 
483,671

______________________________________
(1)
For the three months ended March 31, 2020, relates to the gain on consolidation of 13 continuing care retirement communities in which we acquired Brookdale's interest and began consolidating during the first quarter of 2020. The gain upon change of control is included in other income (expense), net in the consolidated statements of operations.
(2)
For the three months ended March 31, 2020, includes the termination fee and transition fee expenses related to terminating the management agreements with Brookdale for 13 CCRCs and transitioning those communities to LCS, partially offset by the tax benefit recognized related to those expenses. The expense related to terminating the CCRC management agreements with Brookdale is included in operating expenses in the consolidated statement of operations for the three months ended March 31, 2020.
(3)
For the three months ended March 31, 2020, includes the gain on sale of a hospital that was in a direct financing lease ("DFL"), partially offset by $8 million of additional reserves for loan losses under the new current expected credit losses accounting standard in accordance with ASC 326, Financial Instruments – Credit Losses. The $42 million gain on sale of the hospital that was in a DFL is included in other income (expense), net in the consolidated statement of operations for the three months ended March 31, 2020.
(4)
For the three months ended March 31, 2020, represents the tax benefit of the CARES Act extending the net operating loss carryback period to five years.
(5)
In connection with the acquisition of the remaining 51% interest in the CCRC JV in January 2020, we consolidated the 13 communities in the CCRC JV and recorded the assets and liabilities at their acquisition date relative fair values, including the CCRC contract liabilities associated with previously collected non-refundable entrance fees. In conjunction with increasing those CCRC contract liabilities to their fair value, we concluded that we will no longer adjust for the timing difference between non-refundable entrance fees collected and amortized as we believe the amortization of these fees is a meaningful representation of how we satisfy the performance obligations of the fees. As such, upon consolidation of the CCRC assets, we no longer exclude the difference between CCRC entrance fees collected and amortized from the calculation of AFFO. For comparative periods presented, the adjustment continues to represent our 49% share of non-refundable entrance fees collected by the CCRC JV, net of reserves and net of CCRC JV entrance fee amortization.
(6)
For the three months ended March 31, 2020, includes an $8 million current tax refund receivable due to the changes in tax legislation enacted under the CARES Act.
(7)
Primarily includes our share of AFFO capital expenditures from unconsolidated joint ventures, partially offset by noncontrolling interests' share of AFFO capital expenditures from consolidated joint ventures.








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8

Reconciliations
In millions


Projected SS Cash NOI(1)(2)
For the projected year 2020 (low)
 
 
Life Science
 
Medical Office
 
Other
SS cash NOI (from withdrawn guidance)(3)
 
$
254

 
$
302

 
$
43

Potential impacts from COVID-19
 
(3
)
 
(2
)
 

SS cash NOI outlook
 
$
251

 
$
300

 
$
43


For the projected year 2020 (high)
 
 
Life Science
 
Medical Office
 
Other
SS cash NOI (from withdrawn guidance)(3)
 
$
256

 
$
305

 
$
43

Potential impacts from COVID-19
 
(2
)
 
(2
)
 

SS cash NOI outlook
 
$
254

 
$
303

 
$
43


For the year ended December 31, 2019
 
 
Life Science
 
Medical Office
 
Other
SS cash NOI
 
$
244

 
$
297

 
$
42


Potential SS cash NOI outlook for the full year 2020
 
 
Life Science
 
Medical Office
 
Other
Low
 
3.00
%
 
1.00
%
 
1.75
%
High
 
4.00
%
 
2.00
%
 
2.50
%
______________________________________
(1)
Please note that the figures provided on this page do not represent guidance, but a framework to help quantify potential outcomes and impacts from COVID-19.
(2)
Does not foot due to rounding and adjustments made to SS high and low ranges reported by segment.
(3)
In March 2020, we withdrew our 2020 guidance issued on February 11, 2020, as it did not include any adverse impact form COVID-19. A reconciliation of 2020 projected SS cash NOI to the most directly comparable financial measure calculated and presented in accordance with GAAP was prepared as part of our fourth quarter 2019 Discussion and Reconciliation of Non-GAAP Financial Measures, which is available on our website. As such, we have adjusted such amounts for the potential impacts from COVID-19 to provide a year-over year SS cash NOI outlook.

Projected Future Operations
In March 2020, we withdrew our 2020 guidance issued on February 11, 2020, as it did not include any adverse impact form COVID-19 outbreak. When the extent and timing of the outbreak becomes more clear, and we are then in a position to estimate the varying impacts across our diversified portfolio, including an updated sources and uses, we will make additional disclosures and update our guidance as appropriate.

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9

Reconciliations
In thousands


Enterprise Gross Assets and Portfolio Investment(1)
 
March 31, 2020
 
Senior Housing Triple-net
 
SHOP
 
CCRC
 
Life Science
 
Medical Office
 
Other
 
Corporate Non-segment
 
Total
Consolidated total assets
$
789,770

 
$
2,967,419

 
$
2,294,787

 
$
5,234,418

 
$
3,615,865

 
$
392,555

 
$
777,865

 
$
16,072,679

Investments in and advances to unconsolidated JVs

 
(460,721
)
 

 

 
(9,809
)
 
(9,370
)
 

 
(479,900
)
Accumulated depreciation and amortization
321,869

 
610,968

 
99,233

 
853,086

 
1,367,914

 
98,467

 

 
3,351,537

Consolidated Gross Assets
$
1,111,639

 
$
3,117,666

 
$
2,394,020

 
$
6,087,504

 
$
4,973,970

 
$
481,652

 
$
777,865

 
$
18,944,316

Healthpeak's share of unconsolidated JV gross assets

 
602,760

 
70,263

 

 
18,264

 
9,157

 

 
700,444

Enterprise Gross Assets
$
1,111,639

 
$
3,720,426

 
$
2,464,283

 
$
6,087,504

 
$
4,992,234

 
$
490,809

 
$
777,865

 
$
19,644,760

Land held for development

 
(2,341
)
 
(797
)
 
(101,793
)
 
(3,251
)
 

 

 
(108,182
)
Fully depreciated real estate and intangibles
37,926

 
87,548

 
10,279

 
356,508

 
450,449

 
9,181

 

 
951,891

Non-real estate related assets(2)
(106,382
)
 
(188,856
)
 
(268,733
)
 
(228,118
)
 
(307,014
)
 
9,744

 
(777,865
)
 
(1,867,224
)
Real estate intangible liabilities
(7,991
)
 
(8,599
)
 

 
(96,494
)
 
(89,952
)
 
(4,871
)
 

 
(207,907
)
Noncontrolling interests' share of consolidated JVs real estate and related intangibles

 
(11,636
)
 

 
(3,063
)
 
(384,719
)
 

 

 
(399,418
)
Portfolio Investment
$
1,035,192

 
$
3,596,542

 
$
2,205,032

 
$
6,014,544

 
$
4,657,747

 
$
504,863

 
$

 
$
18,013,920

______________________________________
(1)
During the first quarter of 2020, primarily as a result of: (i) acquiring 100% ownership interest in 13 of the 15 CCRCs previously held in an unconsolidated joint venture and (ii) deconsolidating 19 SHOP assets into a new joint venture in December 2019, the Company's chief operating decision makers began reviewing operating results of the CCRCs on a stand-alone basis and financial information for each respective segment inclusive of the Company's share of unconsolidated joint ventures and exclusive of noncontrolling interests' share on consolidated joint ventures. Therefore, during the first quarter of 2020, the Company began reporting CCRCs as a separate segment and began reporting segment measures inclusive of the company's share of unconsolidated joint ventures and exclusive of noncontrolling interests' share of consolidated joint ventures.
(2)
Includes straight-line rent payables and receivables, net of reserves; lease commissions - 2nd generation, net of amortization; cash and restricted cash; operating lease right-of-use assets, net; and other assets, net.


 





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10

Reconciliations
In thousands


Revenues(1)
 
Three Months Ended
 
March 31, 2019
 
June 30, 2019
 
September 30, 2019
 
December 31, 2019
 
March 31, 2020
Senior housing triple-net
$
58,831

 
$
49,805

 
$
47,956

 
$
42,603

 
$
33,135

SHOP
126,181

 
177,001

 
212,275

 
206,704

 
170,961

CCRC

 

 

 
3,010

 
91,780

Life science
94,473

 
107,596

 
118,561

 
120,155

 
128,883

Medical office
142,195

 
141,927

 
143,639

 
143,769

 
145,146

Other
14,474

 
15,238

 
15,540

 
15,450

 
15,245

Total revenues
$
436,154

 
$
491,567

 
$
537,971

 
$
531,691

 
$
585,150

Senior housing triple-net

 

 

 

 

SHOP

 

 

 

 

CCRC

 

 

 

 

Life science

 

 

 

 

Medical office

 

 

 

 

Other
(1,713
)
 
(2,414
)
 
(2,741
)
 
(2,976
)
 
(3,688
)
Less: Interest income
$
(1,713
)
 
$
(2,414
)
 
$
(2,741
)
 
$
(2,976
)
 
$
(3,688
)
Senior housing triple-net

 

 

 

 

SHOP
5,649

 
5,922

 
4,943

 
8,131

 
25,765

CCRC
52,238

 
52,835

 
52,671

 
53,632

 
21,647

Life science

 

 

 

 

Medical office
705

 
709

 
701

 
695

 
695

Other
5,532

 
5,482

 
5,227

 
4,636

 
86

Healthpeak’s share of unconsolidated JVs real estate revenues
$
64,124

 
$
64,948

 
$
63,542

 
$
67,094

 
$
48,193

Senior housing triple-net
(2
)
 
1

 

 

 

SHOP
(472
)
 
(523
)
 
(515
)
 
(521
)
 
(538
)
CCRC

 

 

 

 

Life science
(40
)
 
(42
)
 
(52
)
 
(54
)
 
(52
)
Medical office
(8,303
)
 
(8,381
)
 
(8,605
)
 
(8,709
)
 
(8,640
)
Other

 

 

 

 

Noncontrolling interests' share of consolidated JVs real estate revenues
$
(8,817
)
 
$
(8,945
)
 
$
(9,172
)
 
$
(9,284
)
 
$
(9,230
)
Senior housing triple-net
58,829

 
49,806

 
47,956

 
42,603

 
33,135

SHOP
131,358

 
182,400

 
216,703

 
214,314

 
196,188

CCRC
52,238

 
52,835

 
52,671

 
56,642

 
113,427

Life science
94,433

 
107,554

 
118,509

 
120,101

 
128,831

Medical office
134,597

 
134,255

 
135,735

 
135,755

 
137,201

Other
18,293

 
18,306

 
18,026

 
17,110

 
11,643

Portfolio Real Estate Revenues
$
489,748

 
$
545,156

 
$
589,600

 
$
586,525

 
$
620,425

Senior housing triple-net
436

 
4,792

 
(1,551
)
 
(2,201
)
 
(3,388
)
SHOP
986

 
1,134

 
957

 
742

 
549

CCRC
3,507

 
4,861

 
5,748

 
3,245

 
(177
)
Life science
(2,488
)
 
(7,623
)
 
(7,075
)
 
(4,969
)
 
(4,293
)
Medical office
(2,405
)
 
(1,870
)
 
(2,270
)
 
(2,031
)
 
(2,104
)
Other
(279
)
 
(213
)
 
79

 
138

 
461

Non-cash adjustments to Portfolio Real Estate Revenues
$
(243
)
 
$
1,081

 
$
(4,112
)
 
$
(5,076
)
 
$
(8,952
)
Senior housing triple-net
59,265

 
54,598

 
46,405

 
40,402

 
29,747

SHOP
132,344

 
183,534

 
217,660

 
215,056

 
196,737

CCRC
55,745

 
57,696

 
58,419

 
59,887

 
113,250

Life science
91,945

 
99,931

 
111,434

 
115,132

 
124,538

Medical office
132,192

 
132,385

 
133,465

 
133,724

 
135,097

Other
18,014

 
18,093

 
18,105

 
17,248

 
12,104

Portfolio Cash Real Estate Revenues
$
489,505

 
$
546,237

 
$
585,488

 
$
581,449

 
$
611,473

Continued

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11

Reconciliations
In thousands


Revenues(1)
 
Three Months Ended
 
March 31, 2019
 
June 30, 2019
 
September 30, 2019
 
December 31, 2019
 
March 31, 2020
Senior housing triple-net
$
(38,399
)
 
$
(33,464
)
 
$
(25,267
)
 
$
(19,125
)
 
$
(8,330
)
SHOP
(71,923
)
 
(123,142
)
 
(157,071
)
 
(154,999
)
 
(136,072
)
CCRC
(55,745
)
 
(57,696
)
 
(58,419
)
 
(59,887
)
 
(113,250
)
Life science
(13,563
)
 
(19,584
)
 
(28,726
)
 
(33,305
)
 
(43,382
)
Medical office
(10,028
)
 
(9,677
)
 
(9,361
)
 
(9,196
)
 
(10,531
)
Other
(7,574
)
 
(7,604
)
 
(7,389
)
 
(6,480
)
 
(1,231
)
Non-SS Portfolio Cash Real Estate Revenues
$
(197,232
)
 
$
(251,167
)
 
$
(286,233
)
 
$
(282,992
)
 
$
(312,796
)
Senior housing triple-net
20,866

 
21,134

 
21,138

 
21,277

 
21,417

SHOP
60,421

 
60,392

 
60,589

 
60,057

 
60,665

CCRC

 

 

 

 

Life science
78,382

 
80,347

 
82,708

 
81,827

 
81,156

Medical office
122,164

 
122,708

 
124,104

 
124,528

 
124,566

Other
10,440

 
10,489

 
10,716

 
10,768

 
10,873

Portfolio Cash Real Estate Revenues - SS
$
292,273

 
$
295,070

 
$
299,255

 
$
298,457

 
$
298,677

______________________________________
(1)
During the first quarter of 2020, primarily as a result of: (i) acquiring 100% ownership interest in 13 of the 15 CCRCs previously held in an unconsolidated joint venture and (ii) deconsolidating 19 SHOP assets into a new joint venture in December 2019, the Company's chief operating decision makers began reviewing operating results of the CCRCs on a stand-alone basis and financial information for each respective segment inclusive of the Company's share of unconsolidated joint ventures and exclusive of noncontrolling interests' share on consolidated joint ventures. Therefore, during the first quarter of 2020, the Company began reporting CCRCs as a separate segment and began reporting segment measures inclusive of the company's share of unconsolidated joint ventures and exclusive of noncontrolling interests' share of consolidated joint ventures. Accordingly, all prior period segment information has been recast to conform to the current period presentation.





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12

Reconciliations
In thousands


Operating Expenses(1)
 
Three Months Ended
 
March 31, 2019
 
June 30, 2019
 
September 30, 2019
 
December 31, 2019
 
March 31, 2020
Senior housing triple-net
$
994

 
$
866

 
$
865

 
$
1,842

 
$
506

SHOP
96,947

 
137,460

 
166,201

 
162,893

 
138,130

CCRC

 

 

 
2,211

 
156,482

Life science
21,992

 
25,480

 
29,520

 
30,480

 
30,201

Medical office
48,987

 
50,176

 
51,472

 
50,903

 
50,687

Other
7

 
11

 
11

 
53

 
7

Operating expenses
$
168,927

 
$
213,993

 
$
248,069

 
$
248,382

 
$
376,013

Senior housing triple-net

 

 

 

 

SHOP
4,161

 
4,430

 
3,816

 
5,983

 
17,956

CCRC
41,377

 
42,456

 
43,193

 
43,452

 
18,037

Life science

 

 

 

 

Medical office
275

 
283

 
279

 
270

 
275

Other
17

 
11

 
23

 
20

 
(2
)
Healthpeak's share of unconsolidated JVs operating expenses
$
45,830

 
$
47,180

 
$
47,311

 
$
49,725

 
$
36,266

Senior housing triple-net

 

 

 

 

SHOP
(350
)
 
(320
)
 
(388
)
 
(350
)
 
(377
)
CCRC

 

 

 

 

Life science
(13
)
 
(13
)
 
(16
)
 
(17
)
 
(17
)
Medical office
(2,424
)
 
(2,496
)
 
(2,593
)
 
(2,596
)
 
(2,600
)
Other

 

 

 

 

Noncontrolling interests' share of consolidated JVs operating expenses
$
(2,787
)
 
$
(2,829
)
 
$
(2,997
)
 
$
(2,963
)
 
$
(2,994
)
Senior housing triple-net
994

 
866

 
865

 
1,842

 
506

SHOP
100,758

 
141,570

 
169,629

 
168,526

 
155,709

CCRC
41,377

 
42,456

 
43,193

 
45,663

 
174,519

Life science
21,979

 
25,467

 
29,504

 
30,463

 
30,184

Medical office
46,838

 
47,963

 
49,158

 
48,577

 
48,362

Other
24

 
22

 
34

 
73

 
5

Portfolio Operating Expenses
$
211,970

 
$
258,344

 
$
292,383

 
$
295,144

 
$
409,285

Senior housing triple-net
(130
)
 
(14
)
 
(14
)
 
(1,093
)
 
(14
)
SHOP
(196
)
 
236

 
218

 
125

 
18

CCRC
55

 
116

 
113

 
91

 
(91,738
)
Life science
(9
)
 
(17
)
 
(13
)
 
(13
)
 
(13
)
Medical office
(657
)
 
(658
)
 
(661
)
 
(654
)
 
(647
)
Other

 

 

 
1

 

Non-cash adjustments to Portfolio Operating Expenses
$
(937
)
 
$
(337
)
 
$
(357
)
 
$
(1,543
)
 
$
(92,394
)
Senior housing triple-net
864

 
852

 
851

 
749

 
492

SHOP
100,562

 
141,806

 
169,847

 
168,651

 
155,727

CCRC
41,432

 
42,572

 
43,306

 
45,754

 
82,781

Life science
21,970

 
25,450

 
29,491

 
30,450

 
30,171

Medical office
46,181

 
47,305

 
48,497

 
47,923

 
47,715

Other
24

 
22

 
34

 
74

 
5

Portfolio Cash Operating Expenses
$
211,033

 
$
258,007

 
$
292,026

 
$
293,601

 
$
316,891




Continued

healthpeaklogohorizblkrgba01.jpg
13

Reconciliations
In thousands


Operating Expenses(1)
 
Three Months Ended
 
March 31, 2019
 
June 30, 2019
 
September 30, 2019
 
December 31, 2019
 
March 31, 2020
Senior housing triple-net
$
(834
)
 
$
(822
)
 
$
(820
)
 
$
(725
)
 
$
(457
)
SHOP
(58,680
)
 
(99,670
)
 
(126,869
)
 
(125,860
)
 
(113,000
)
CCRC
(41,432
)
 
(42,572
)
 
(43,306
)
 
(45,754
)
 
(82,781
)
Life science
(3,614
)
 
(5,620
)
 
(8,854
)
 
(10,185
)
 
(10,892
)
Medical office
(4,524
)
 
(4,832
)
 
(4,763
)
 
(4,688
)
 
(5,248
)
Other
(19
)
 
(17
)
 
(29
)
 
1

 

Non-SS Portfolio Cash Operating Expenses
$
(109,103
)
 
$
(153,533
)
 
$
(184,641
)
 
$
(187,211
)
 
$
(212,378
)
Senior housing triple-net
30

 
30

 
31

 
24

 
35

SHOP
41,882

 
42,136

 
42,978

 
42,791

 
42,727

CCRC

 

 

 

 

Life science
18,356

 
19,830

 
20,637

 
20,265

 
19,279

Medical office
41,657

 
42,473

 
43,734

 
43,235

 
42,467

Other
5

 
5

 
5

 
75

 
5

Portfolio Cash Operating Expenses - SS
$
101,930

 
$
104,474

 
$
107,385

 
$
106,390

 
$
104,513

______________________________________
(1)
During the first quarter of 2020, primarily as a result of: (i) acquiring 100% ownership interest in 13 of the 15 CCRCs previously held in an unconsolidated joint venture and (ii) deconsolidating 19 SHOP assets into a new joint venture in December 2019, the Company's chief operating decision makers began reviewing operating results of the CCRCs on a stand-alone basis and financial information for each respective segment inclusive of the Company's share of unconsolidated joint ventures and exclusive of noncontrolling interests' share on consolidated joint ventures. Therefore, during the first quarter of 2020, the Company began reporting CCRCs as a separate segment and began reporting segment measures inclusive of the company's share of unconsolidated joint ventures and exclusive of noncontrolling interests' share of consolidated joint ventures. Accordingly, all prior period segment information has been recast to conform to the current period presentation.






healthpeaklogohorizblkrgba01.jpg
14

Reconciliations
In thousands


EBITDAre and Adjusted EBITDAre
 
Three Months Ended
March 31, 2020
Net income (loss)
$
282,540

Interest expense
58,376

Income tax expense (benefit)
(33,044
)
Depreciation and amortization
189,276

Other depreciation and amortization
2,083

Loss (gain) on sales of real estate
(164,869
)
Loss (gain) upon change of control
(167,434
)
Impairments (recoveries) of depreciable real estate
30,722

Share of unconsolidated JV:
 
  Interest expense
2,067

  Income tax expense (benefit)
(148
)
  Depreciation and amortization
29,610

  Gain on sale of real estate from unconsolidated JVs
(7,729
)
  Other JV adjustments
(472
)
EBITDAre
$
220,978

 


Transaction-related items
107,310

Other impairments (recoveries) and losses (gains)
(33,306
)
Loss on debt extinguishments
(833
)
Litigation costs (recoveries)
106

Amortization of deferred compensation
3,987

Foreign currency remeasurement losses (gains)
10

Adjusted EBITDAre
$
298,252




Adjusted Fixed Charge Coverage
 
Three Months Ended
March 31, 2020
Interest expense
$
58,376

Share of unconsolidated JV interest expense
2,067

Capitalized interest
6,984

Fixed Charges
$
67,427

 
 
Adjusted Fixed Charge Coverage
  4.4x

  


healthpeaklogohorizblkrgba01.jpg
15

Reconciliations
In thousands


Enterprise Debt and Net Debt
 
March 31, 2020
Bank line of credit and commercial paper
$

Term loan
249,002

Senior unsecured notes
5,650,053

Mortgage debt(1)
517,886

Consolidated Debt
$
6,416,941

Share of unconsolidated JV mortgage debt
95,389

Enterprise Debt
$
6,512,330

Cash and cash equivalents
(783,542
)
Share of unconsolidated JV cash and cash equivalents
(15,392
)
Net Debt
$
5,713,396

Financial Leverage
 
March 31, 2020
Enterprise Debt
$
6,512,330

Enterprise Gross Assets
19,644,760

Financial Leverage
33.2%

Secured Debt Ratio
 
March 31, 2020
Mortgage debt
$
517,886

Share of unconsolidated JV mortgage debt
95,389

Enterprise Secured Debt
$
613,275

Enterprise Gross Assets
19,644,760

Secured Debt Ratio
3.1%

Net Debt to Adjusted EBITDAre
 
Three Months Ended
March 31, 2020
Net Debt
$
5,713,396

 
Annualized Adjusted EBITDAre
1,193,008

(2) 
Net Debt to Adjusted EBITDAre
  4.8x

 
  ______________________________________
(1)
Includes mortgage debt of $27.8 million on assets held for sale that matures in 2044.
(2)
Represents the current quarter Adjusted EBIDTAre multiplied by a factor of four.




healthpeaklogohorizblkrgba01.jpg
16

Reconciliations
In thousands


Segment Cash NOI, Portfolio Income, and SS
Total Consolidated(1) 
 
Three Months Ended
 
March 31, 2019
 
June 30, 2019
 
September 30, 2019
 
December 31, 2019
 
March 31, 2020
Net income (loss)
$
64,990

 
$
(9,980
)
 
$
(42,308
)
 
$
47,359

 
$
282,540

Interest income
(1,713
)
 
(2,414
)
 
(2,741
)
 
(2,976
)
 
(3,688
)
Interest expense
49,327

 
56,942

 
61,230

 
58,120

 
58,376

Depreciation and amortization
131,951

 
165,296

 
171,944

 
190,798

 
189,276

General and administrative
21,355

 
27,120

 
22,970

 
21,521

 
22,349

Transaction costs
4,518

 
1,337

 
1,319

 
1,569

 
14,848

Loss (gain) on sales of real estate, net
(8,044
)
 
(11,448
)
 
784

 
(4,193
)
 
(164,869
)
Impairments and loan loss reserves (recoveries), net
8,858

 
68,538

 
38,257

 
110,284

 
39,123

Other expense (income), net
(3,133
)
 
(21,008
)
 
(693
)
 
(157,296
)
 
(210,608
)
Loss on debt extinguishments

 
1,135

 
35,017

 
22,213

 
(833
)
Income tax expense (benefit)
(3,458
)
 
(1,864
)
 
(6,261
)
 
(5,679
)
 
(33,044
)
Equity loss (income) from unconsolidated JVs
863

 
1,506

 
7,643

 
(1,387
)
 
11,979

Healthpeak's share of unconsolidated JVs NOI
18,294

 
17,769

 
16,231

 
17,369

 
11,927

Noncontrolling interests' share of consolidated JVs NOI
(6,030
)
 
(6,117
)
 
(6,175
)
 
(6,321
)
 
(6,236
)
Portfolio NOI
$
277,778

 
$
286,812

 
$
297,217

 
$
291,381

 
$
211,140

Adjustment to Portfolio NOI
694

 
1,418

 
(3,755
)
 
(3,533
)
 
83,442

Portfolio Cash NOI
$
278,472

 
$
288,230

 
$
293,462

 
$
287,848

 
$
294,582

Interest income
1,713

 
2,414

 
2,741

 
2,976

 
3,688

Healthpeak's share of unconsolidated JVs interest income
92

 
91

 
87

 
80

 

Portfolio Income
$
280,277

 
$
290,735

 
$
296,290

 
$
290,904

 
$
298,270

Interest income
(1,713
)
 
(2,414
)
 
(2,741
)
 
(2,976
)
 
(3,688
)
Healthpeak's share of unconsolidated JVs interest income
(92
)
 
(91
)
 
(87
)
 
(80
)
 

Adjustment to Portfolio NOI
(694
)
 
(1,418
)
 
3,755

 
3,533

 
(83,442
)
Non-SS NOI
(85,180
)
 
(93,907
)
 
(101,303
)
 
(97,156
)
 
(14,196
)
SS NOI
$
192,598

 
$
192,905

 
$
195,914

 
$
194,225

 
$
196,944

Non-cash adjustment to SS NOI
(2,255
)
 
(2,309
)
 
(4,044
)
 
(2,158
)
 
(2,780
)
SS Cash NOI
$
190,343

 
$
190,596

 
$
191,870

 
$
192,067

 
$
194,164




healthpeaklogohorizblkrgba01.jpg
17

Reconciliations
In thousands


Senior Housing Triple-Net(1) 
 
Three Months Ended
 
March 31, 2019
 
June 30, 2019
 
September 30, 2019
 
December 31, 2019
 
March 31, 2020
Net income (loss)
$
44,128

 
$
17,556

 
$
26,777

 
$
9,508

 
$
184,760

Interest expense
589

 
206

 
106

 
102

 
82

Depreciation and amortization
16,677

 
15,693

 
12,778

 
10,207

 
7,160

Impairments and loan loss reserves (recoveries), net

 
15,485

 
7,430

 
20,944

 
4,670

Loss (gain) on sales of real estate, net
(3,557
)
 

 

 

 
(164,043
)
Noncontrolling interests' share of consolidated JVs NOI
(2
)
 

 

 

 

Portfolio NOI
$
57,835

 
$
48,940

 
$
47,091

 
$
40,761

 
$
32,629

Adjustment to Portfolio NOI
566

 
4,806

 
(1,537
)
 
(1,108
)
 
(3,374
)
Portfolio Cash NOI
$
58,401

 
$
53,746

 
$
45,554

 
$
39,653

 
$
29,255

Adjustment to Portfolio NOI
(566
)
 
(4,806
)
 
1,537

 
1,108

 
3,374

Non-SS NOI
(37,667
)
 
(28,308
)
 
(24,791
)
 
(18,435
)
 
(10,716
)
SS NOI
$
20,168

 
$
20,632

 
$
22,300

 
$
22,326

 
$
21,913

Non-cash adjustment to SS NOI
668

 
472

 
(1,193
)
 
(1,073
)
 
(531
)
SS Cash NOI
$
20,836

 
$
21,104

 
$
21,107

 
$
21,253

 
$
21,382


SHOP(1) 
 
Three Months Ended
 
March 31, 2019
 
June 30, 2019
 
September 30, 2019
 
December 31, 2019
 
March 31, 2020
Net income (loss)
$
8,495

 
$
(62,903
)
 
$
(40,562
)
 
$
45,817

 
$
(69,705
)
Interest expense
663

 
1,326

 
2,637

 
2,893

 
2,855

Depreciation and amortization
24,086

 
52,242

 
58,152

 
80,106

 
57,003

Impairments and loan loss reserves (recoveries), net

 
52,963

 
24,721

 
86,684

 
23,285

Loss (gain) on sales of real estate, net
(4,487
)
 
(4,691
)
 
734

 
(10,541
)
 
1,243

Other expense (income), net

 

 

 
(160,886
)
 

Equity loss (income) from unconsolidated JVs
477

 
604

 
392

 
(262
)
 
18,150

Healthpeak's share of unconsolidated JVs NOI
1,488

 
1,492

 
1,127

 
2,148

 
7,809

Noncontrolling interests' share of consolidated JVs NOI
(122
)
 
(203
)
 
(127
)
 
(171
)
 
(161
)
Portfolio NOI
$
30,600

 
$
40,830

 
$
47,074

 
$
45,788

 
$
40,479

Adjustment to Portfolio NOI
1,182

 
898

 
739

 
617

 
531

Portfolio Cash NOI
$
31,782

 
$
41,728

 
$
47,813

 
$
46,405

 
$
41,010

Adjustment to Portfolio NOI
(1,182
)
 
(898
)
 
(739
)
 
(617
)
 
(531
)
Non-SS NOI
(12,399
)
 
(22,782
)
 
(29,447
)
 
(28,433
)
 
(22,427
)
SS NOI
$
18,201

 
$
18,048

 
$
17,627

 
$
17,355

 
$
18,052

Non-cash adjustment to SS NOI
338

 
208

 
(16
)
 
(89
)
 
(114
)
SS Cash NOI
$
18,539

 
$
18,256

 
$
17,611

 
$
17,266

 
$
17,938


healthpeaklogohorizblkrgba01.jpg
18

Reconciliations
In thousands


CCRC(1) 
 
Three Months Ended
 
March 31, 2019
 
June 30, 2019
 
September 30, 2019
 
December 31, 2019
 
March 31, 2020
Net income (loss)
$
(2,096
)
 
$
(2,568
)
 
$
(9,194
)
 
$
(1,656
)
 
$
82,217

Interest expense

 

 

 

 
1,304

Depreciation and amortization

 

 

 

 
20,229

Other expense (income), net

 

 

 

 
(170,332
)
Equity loss (income) from unconsolidated JVs
2,096

 
2,568

 
9,194

 
2,455

 
1,880

Healthpeak's share of unconsolidated JVs NOI
10,861

 
10,379

 
9,478

 
10,180

 
3,610

Noncontrolling interests' share of consolidated JVs NOI

 

 

 

 

Portfolio NOI
$
10,861

 
$
10,379

 
$
9,478

 
$
10,979

 
$
(61,092
)
Adjustment to Portfolio NOI
3,452

 
4,745

 
5,635

 
3,154

 
91,561

Portfolio Cash NOI
$
14,313

 
$
15,124

 
$
15,113

 
$
14,133

 
$
30,469

Adjustment to Portfolio NOI
(3,452
)
 
(4,745
)
 
(5,635
)
 
(3,154
)
 
(91,561
)
Non-SS NOI
(10,861
)
 
(10,379
)
 
(9,478
)
 
(10,979
)
 
61,092

SS NOI
$

 
$

 
$

 
$

 
$

Non-cash adjustment to SS NOI

 

 

 

 

SS Cash NOI
$

 
$

 
$

 
$

 
$


Life Science(1) 
 
Three Months Ended
 
March 31, 2019
 
June 30, 2019
 
September 30, 2019
 
December 31, 2019
 
March 31, 2020
Net income (loss)
$
36,160

 
$
44,431

 
$
43,858

 
$
43,975

 
$
48,408

Interest expense
73

 
70

 
68

 
66

 
63

Depreciation and amortization
36,248

 
41,431

 
45,028

 
45,634

 
50,211

Loss (gain) on sales of real estate, net

 
(3,816
)
 
87

 

 

Noncontrolling interests' share of consolidated JVs NOI
(27
)
 
(29
)
 
(36
)
 
(37
)
 
(35
)
Portfolio NOI
$
72,454

 
$
82,087

 
$
89,005

 
$
89,638

 
$
98,647

Adjustment to Portfolio NOI
(2,479
)
 
(7,606
)
 
(7,062
)
 
(4,956
)
 
(4,280
)
Portfolio Cash NOI
$
69,975

 
$
74,481

 
$
81,943

 
$
84,682

 
$
94,367

Adjustment to Portfolio NOI
2,479

 
7,606

 
7,062

 
4,956

 
4,280

Non-SS NOI
(10,766
)
 
(19,590
)
 
(25,180
)
 
(27,905
)
 
(35,388
)
SS NOI
$
61,688

 
$
62,497

 
$
63,825

 
$
61,733

 
$
63,259

Non-cash adjustment to SS NOI
(1,662
)
 
(1,980
)
 
(1,754
)
 
(171
)
 
(1,382
)
SS Cash NOI
$
60,026

 
$
60,517

 
$
62,071

 
$
61,562

 
$
61,877











healthpeaklogohorizblkrgba01.jpg
19

Reconciliations
In thousands


Medical Office(1) 
 
Three Months Ended
 
March 31, 2019
 
June 30, 2019
 
September 30, 2019
 
December 31, 2019
 
March 31, 2020
Net income (loss)
$
31,430

 
$
40,615

 
$
32,387

 
$
37,259

 
$
40,808

Interest expense
111

 
109

 
108

 
105

 
102

Depreciation and amortization
53,020

 
54,096

 
54,152

 
53,323

 
53,148

Impairments and loan loss reserves (recoveries), net
8,858

 
90

 
5,729

 
2,656

 
2,706

Loss (gain) on sales of real estate, net

 
(2,941
)
 
7

 
(263
)
 
(2,109
)
Equity loss (income) from unconsolidated JVs
(211
)
 
(218
)
 
(216
)
 
(214
)
 
(196
)
Healthpeak's share of unconsolidated JVs NOI
430

 
426

 
422

 
425

 
420

Noncontrolling interests' share of consolidated JVs NOI
(5,879
)
 
(5,885
)
 
(6,012
)
 
(6,113
)
 
(6,040
)
Portfolio NOI
$
87,759

 
$
86,292

 
$
86,577

 
$
87,178

 
$
88,839

Adjustment to Portfolio NOI
(1,748
)
 
(1,212
)
 
(1,609
)
 
(1,377
)
 
(1,457
)
Portfolio Cash NOI
$
86,011

 
$
85,080

 
$
84,968

 
$
85,801

 
$
87,382

Adjustment to Portfolio NOI
1,748

 
1,212

 
1,609

 
1,377

 
1,457

Non-SS NOI
(5,458
)
 
(4,830
)
 
(4,657
)
 
(4,599
)
 
(5,526
)
SS NOI
$
82,301

 
$
81,462

 
$
81,920

 
$
82,579

 
$
83,313

Non-cash adjustment to SS NOI
(1,794
)
 
(1,227
)
 
(1,550
)
 
(1,286
)
 
(1,214
)
SS Cash NOI
$
80,507

 
$
80,235

 
$
80,370

 
$
81,293

 
$
82,099


Other(1) 
 
Three Months Ended
 
March 31, 2019
 
June 30, 2019
 
September 30, 2019
 
December 31, 2019
 
March 31, 2020
Net income (loss)
$
14,046

 
$
27,657

 
$
16,069

 
$
4,959

 
$
54,773

Interest income
(1,713
)
 
(2,414
)
 
(2,741
)
 
(2,976
)
 
(3,688
)
Depreciation and amortization
1,920

 
1,834

 
1,834

 
1,528

 
1,525

Impairments and loan loss reserves (recoveries), net

 

 
377

 

 
8,462

Loss (gain) on sales of real estate, net

 

 
(44
)
 
6,611

 
40

Other expense (income), net

 
(12,817
)
 
(980
)
 
5,665

 
(41,707
)
Equity loss (income) from unconsolidated JVs
(1,499
)
 
(1,448
)
 
(1,727
)
 
(3,366
)
 
(7,855
)
Healthpeak's share of unconsolidated JVs NOI
5,515

 
5,472

 
5,204

 
4,616

 
88

Portfolio NOI
$
18,269

 
$
18,284

 
$
17,992

 
$
17,037

 
$
11,638

Adjustment to Portfolio NOI
(279
)
 
(213
)
 
79

 
137

 
461

Portfolio Cash NOI
$
17,990

 
$
18,071

 
$
18,071

 
$
17,174

 
$
12,099

Interest income
1,713

 
2,414

 
2,741

 
2,976

 
3,688

Healthpeak's share of unconsolidated JVs interest income
92

 
91

 
87

 
80

 

Portfolio Income
$
19,795

 
$
20,576

 
$
20,899

 
$
20,230

 
$
15,787

Interest income
(1,713
)
 
(2,414
)
 
(2,741
)
 
(2,976
)
 
(3,688
)
Healthpeak's share of unconsolidated JVs interest income
(92
)
 
(91
)
 
(87
)
 
(80
)
 

Adjustment to Portfolio NOI
279

 
213

 
(79
)
 
(137
)
 
(461
)
Non-SS NOI
(8,029
)
 
(8,018
)
 
(7,750
)
 
(6,805
)
 
(1,231
)
SS NOI
$
10,240

 
$
10,266

 
$
10,242

 
$
10,232

 
$
10,407

Non-cash adjustment to SS NOI
195

 
218

 
469

 
461

 
461

SS Cash NOI
$
10,435

 
$
10,484

 
$
10,711

 
$
10,693

 
$
10,868



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20

Reconciliations
In thousands


Corporate Non-Segment(1) 
 
Three Months Ended
 
March 31, 2019
 
June 30, 2019
 
September 30, 2019
 
December 31, 2019
 
March 31, 2020
Net income (loss)
$
(67,173
)
 
$
(74,768
)
 
$
(111,643
)
 
$
(92,503
)
 
$
(58,721
)
Interest expense
47,891

 
55,231

 
58,311

 
54,954

 
53,970

General and administrative
21,355

 
27,120

 
22,970

 
21,521

 
22,349

Transaction costs
4,518

 
1,337

 
1,319

 
1,569

 
14,848

Other expense (income), net
(3,133
)
 
(8,191
)
 
287

 
(2,075
)
 
1,431

Loss on debt extinguishments

 
1,135

 
35,017

 
22,213

 
(833
)
Income tax expense (benefit)
(3,458
)
 
(1,864
)
 
(6,261
)
 
(5,679
)
 
(33,044
)
Portfolio NOI
$

 
$

 
$

 
$

 
$

______________________________________
(1)
During the first quarter of 2020, primarily as a result of: (i) acquiring 100% ownership interest in 13 of the 15 CCRCs previously held in an unconsolidated joint venture and (ii) deconsolidating 19 SHOP assets into a new joint venture in December 2019, the Company's chief operating decision makers began reviewing operating results of the CCRCs on a stand-alone basis and financial information for each respective segment inclusive of the Company's share of unconsolidated joint ventures and exclusive of noncontrolling interests' share on consolidated joint ventures. Therefore, during the first quarter of 2020, the Company began reporting CCRCs as a separate segment and began reporting segment measures inclusive of the company's share of unconsolidated joint ventures and exclusive of noncontrolling interests' share of consolidated joint ventures. Accordingly, all prior period segment information has been recast to conform to the current period presentation.


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21

Reconciliations
In thousands


Pro forma Portfolio Income(1)
 
 
Three Months Ended March 31, 2020
 
 
Senior Housing Triple-net
 
SHOP
 
CCRC
 
Life Science
 
Medical Office
 
Other
 
Total
Portfolio Income(2)
 
$
29,255

 
$
41,010

 
$
30,469

 
$
94,367

 
$
87,382

 
$
15,787

 
$
298,271

Pro forma Adjustments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Senior housing asset sales and transitions(3)
 
(8,311
)
 
2,354

 
7,022

 

 

 

 
1,065

Other pro forma adjustments(4)
 

 

 

 

 
(2,421
)
 
(1,233
)
 
(3,654
)
Pro forma Portfolio Income
 
$
20,944

 
$
43,364

 
$
37,491

 
$
94,367

 
$
84,961

 
$
14,555

 
$
295,682

 ______________________________________
(1)
Does not foot due to rounding and adjustments made to the Supplemental Report.
(2)
See pages 17 to 21 of this document for a reconciliation of Portfolio Income to net income.
(3)
Includes pro forma adjustments to reflect the 2019 Brookdale Transaction closed January 31, 2020 and certain other previously announced transactions.
(4)
Includes pro forma adjustments to reflect the sale of three Medical office properties for which the tenant has provided notice to exercise a purchase option. Pro forma Portfolio Income is further adjusted to reflect acquisitions and dispositions as if they occurred on the first day of the quarter.






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22

Reconciliations
In thousands, except per month data

REVPOR(1)
SHOP
 
 
Three Months Ended
 
 
March 31,
2019
 
June 30,
2019
 
September 30,
2019
 
December 31,
2019
 
March 31,
2020
REVPOR SHOP
 
 
 
 
 
 
 
 
 
 
Portfolio Real Estate Revenues
 
$
131,358

 
$
182,400

 
$
216,703

 
$
214,314

 
$
196,188

Adjustments to Portfolio Real Estate Revenues
 
986

 
1,134

 
957

 
742

 
549

Portfolio Cash Real Estate Revenues
 
$
132,344

 
$
183,534

 
$
217,660

 
$
215,056

 
$
196,737

Other adjustments to REVPOR SHOP(2)
 
(23,389
)
 
(32,927
)
 
(28,945
)
 
(50,116
)
 
(49,938
)
REVPOR SHOP revenues
 
$
108,956

 
$
150,607

 
$
188,714

 
$
164,939

 
$
146,798

 
 
 
 
 
 
 
 
 
 
 
Average occupied units/month
 
7,927

 
10,211

 
11,838

 
9,927

 
8,422

REVPOR SHOP per month(3)
 
$
4,582

 
$
4,917

 
$
5,314

 
$
5,538

 
$
5,810

 
 
 
 
 
 
 
 
 
 
 
SS REVPOR SHOP
 
 
 
 
 
 
 
 
 
 
REVPOR SHOP revenues
 
$
108,956

 
$
150,607

 
$
188,714

 
$
164,939

 
$
146,798

Change in reporting structure(4)
 

 
(29,081
)
 
(57,784
)
 
(58,072
)
 
(58,991
)
Other non-SS cash real estate revenues
 
(48,535
)
 
(61,134
)
 
(70,342
)
 
(46,809
)
 
(27,143
)
SS REVPOR SHOP revenues
 
$
60,421

 
$
60,392

 
$
60,589

 
$
60,057

 
$
60,665

 
 
 
 
 
 
 
 
 
 
 
SS average occupied units/month
 
4,370

 
4,368

 
4,422

 
4,417

 
4,367

SS REVPOR SHOP per month(3)
 
$
4,609

 
$
4,608

 
$
4,567

 
$
4,532

 
$
4,630

CCRC
 
 
Three Months Ended
 
 
March 31,
2019
 
June 30,
2019
 
September 30,
2019
 
December 31,
2019
 
March 31,
2020
REVPOR CCRC
 
 
 
 
 
 
 
 
 
 
Portfolio Real Estate Revenues
 
$
52,238

 
$
52,835

 
$
52,671

 
$
56,642

 
$
113,427

Adjustments to Portfolio Real Estate Revenues
 
3,507

 
4,861

 
5,748

 
3,245

 
(177
)
Portfolio Cash Real Estate Revenues
 
$
55,745

 
$
57,696

 
$
58,419

 
$
59,887

 
$
113,250

Other adjustments to REVPOR CCRC(5)
 
(8,016
)
 
(9,508
)
 
(10,723
)
 
(11,391
)
 
(6,414
)
REVPOR CCRC revenues
 
$
47,728

 
$
48,188

 
$
47,696

 
$
48,496

 
$
106,836

 
 
 
 
 
 
 
 
 
 
 
Average occupied units/month
 
3,055

 
3,053

 
3,032

 
3,056

 
5,473

REVPOR CCRC per month(6)
 
$
5,208

 
$
5,262

 
$
5,243

 
$
5,290

 
$
6,507

______________________________________
(1)
Does not foot due to rounding and adjustments made to the Supplemental Report.
(2)
Includes revenue for newly completed facilities under lease-up, facilities sold or held for sale, facilities acquired or transitioned to new operators during the relevant period, and assets in redevelopment.
(3)
Represents the current quarter REVPOR divided by a factor of three.
(4)
Represents revenues for assets that transitioned from senior housing triple-net to SHOP during the year-over-year comparison period.
(5) Includes revenue from non-refundable entrance fees, facilities transitioned to a new operating structure during the relevant period, and facilities that are held
for sale.
(6) Represents the current quarter REVPOR CCRC divided by a factor of three.

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23