8-K
Healthpeak Properties, Inc. (DOC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
February 7, 2023
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 or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
4600 South Syracuse Street, Suite 500
Denver, CO 80237
(Address of principal executive offices) (Zip Code)
(720) 428-5050
(Registrant’s telephone number, including area code)
5050 South Syracuse Street, Suite 800
Denver, CO 80237
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $1.00 par value | PEAK | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On February 7, 2023, Healthpeak Properties, Inc., a Maryland corporation (“Healthpeak”), issued a press release setting forth its financial results for the fourth quarter and year ended December 31, 2022. The press release refers to the Discussion and Reconciliation of Non-GAAP Financial Measures, which is available in the Investor Relations section of Healthpeak’s website, free of charge, at http://ir.healthpeak.com/quarterly-results. The press release and Discussion and Reconciliation of Non-GAAP Financial Measures are furnished herewith as Exhibits 99.1 and 99.3, respectively, and are incorporated by reference herein.
The information set forth in this Item 2.02 of this Current Report on Form 8-K and the related information in Exhibits 99.1 and 99.3 attached hereto are being furnished herewith, and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference in any filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference therein.
Item 7.01 Regulation FD Disclosure.
A supplemental report containing financial results and related information of Healthpeak for the fourth quarter and year ended December 31, 2022 is furnished as Exhibit 99.2 hereto and incorporated by reference herein. The supplemental report is also available in the Investor Relations section of Healthpeak’s website, free of charge, at http://ir.healthpeak.com/quarterly-results.
The information set forth in this Item 7.01 of this Current Report on Form 8-K and the related information in Exhibit 99.2 attached hereto is being furnished herewith, and shall not be deemed filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, and shall not be incorporated by reference in any filing with the Securities and Exchange Commission under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference therein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being furnished herewith:
| No. | Description |
|---|---|
| 99.1 | Press Release dated February 7, 2023. |
| 99.2 | December 31, 2022, Supplemental Report. |
| 99.3 | December 31, 2022, Discussion and Reconciliation of Non-GAAP Financial Measures. |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document and contained in Exhibit 101). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: February 7, 2023 | ||
|---|---|---|
| Healthpeak Properties, Inc. | ||
| By: | /s/ Peter A. Scott | |
| Peter A. Scott | ||
| Chief Financial Officer |
3
Document
Exhibit 99.1
Healthpeak Properties Reports Fourth Quarter and Year Ended 2022 Results
DENVER, February 7, 2023 - Healthpeak Properties, Inc. (NYSE: PEAK) today announced results for the fourth quarter and full year ended December 31, 2022.
FOURTH QUARTER 2022 FINANCIAL PERFORMANCE AND RECENT HIGHLIGHTS
–Net income of $0.01 per share, Nareit FFO of $0.35 per share, FFO as Adjusted of $0.44 per share, and blended Total Same-Store Portfolio Cash (Adjusted) NOI growth of 6.6%
▪Life Science and MOB Same-Store Portfolio Cash (Adjusted) NOI growth of 5.7% and 5.4%, respectively
–Fourth quarter life science new and renewal lease executions totaled 175,000 square feet, with +64% cash releasing spreads on renewals
–Life science development and redevelopment update:
▪Placed-in-service 142,000 square feet of fully leased Class A development space at 101 CambridgePark Drive in Cambridge
▪Completed a $44 million redevelopment of the fully leased 1150 Veterans building on the Oyster Point campus in South San Francisco
▪Executed leases totaling 100,000 square feet on previously disclosed LOIs and signed LOIs for an additional 29,000 square feet at the Pointe Grand redevelopment campus in South San Francisco
▪The $900 million life science active development pipeline is 78% pre-leased
–In December 2022 and January 2023, acquired a total of 2.2 acres of strategic land in the Alewife submarket of Cambridge for $27 million
–Balance Sheet:
▪In October 2022, drew down the entirety of the previously disclosed $500 million delayed draw senior unsecured term loans at a 3.5% fixed rate via swaps
▪In December 2022, settled all 9.1 million shares previously outstanding under ATM forward contracts at a weighted average net price of $34 per share, generating net proceeds of $308 million
▪In January 2023, issued $400 million of 5.25% fixed rate 10-year senior unsecured notes
▪Net debt to adjusted EBITDAre was 5.3x as of December 31, 2022
–Healthpeak intends to implement a holding company reorganization to an Umbrella Partnership Real Estate Investment Trust (UPREIT) during the first quarter of 2023
–Promoted Ankit Patadia to Executive Vice President and Treasurer – Corporate Finance
–The Board of Directors declared a quarterly common stock cash dividend of $0.30 per share to be paid on February 23, 2023, to stockholders of record as of the close of business on February 9, 2023
–Recent ESG recognitions include being named to the CDP Leadership band for the tenth consecutive year; included in the S&P Global Sustainability Yearbook for the eighth consecutive year, and Bloomberg Gender-Equality Index and Newsweek's America’s Most Responsible Companies for the fourth consecutive year; and named a Wall Street Journal Best-Managed Company for the first time
FULL YEAR 2022 HIGHLIGHTS
–Net income of $0.92 per share, Nareit FFO of $1.66 per share, FFO as Adjusted of $1.74 per share, and blended Total Same-Store Portfolio Cash (Adjusted) NOI growth of 5.0%
▪Life Science Same-Store Portfolio Cash (Adjusted) NOI growth of 5.1%; 60 basis points above the mid-point of the initial 2022 guidance range of 4.00% - 5.00%
▪MOB Same-Store Portfolio Cash (Adjusted) NOI growth of 4.0%; 175 basis points above the the mid-point of the initial 2022 guidance range of 1.75% - 2.75%
Page 1
–Portfolio leasing summary:
▪Full-year life science lease executions totaled 1.4 million square feet, with +35% cash releasing spreads on renewals
▪Full-year MOB lease executions totaled 3.1 million square feet
–Delivered development projects on-time and on-budget, with significant pre-leasing prior to delivery
▪675,000 square feet of fully-leased, purpose-built lab space representing $691 million of investment
▪Three on-campus MOBs totaling 237,000 square feet with a total investment of $69 million
▪Commenced our 10th HCA development project with an on-campus Class A MOB in Savannah, Georgia
–2022 ESG highlights
▪Received a Green Star rating from the Global Real Estate Sustainability Benchmark (GRESB) for the eleventh consecutive year
▪Named to CDP's Leadership band and listed in the S&P Global North America Dow Jones Sustainability Index for the tenth consecutive year
▪Listed in the S&P Global Sustainability Yearbook for the eighth consecutive year, and named to the Bloomberg Gender-Equality Index and Newsweek's America's Most Responsible Companies list for the fourth consecutive year
▪Certified a Great Place to Work for the third consecutive year
▪Named a Best-Managed Company by the Wall Street Journal and included in Fortune’s Modern Board 25 and Best Workplaces in Real Estate lists for the first time
▪Finalist for Best Proxy Statement for the third consecutive year and Best ESG Reporting for the first time by IR Magazine and Corporate Secretary
▪To learn more about Healthpeak's ESG program, please visit www.healthpeak.com/esg
FOURTH QUARTER COMPARISON
| Three Months Ended December 31, 2022 | Three Months Ended December 31, 2021 | |||||||
|---|---|---|---|---|---|---|---|---|
| (in thousands, except per share amounts) | Amount | Per Share | Amount | Per Share | ||||
| Net income, diluted | $ | 6,388 | $ | 0.01 | $ | 28,493 | $ | 0.05 |
| Nareit FFO, diluted | 192,158 | 0.35 | 222,101 | 0.41 | ||||
| FFO as Adjusted, diluted | 238,744 | 0.44 | 222,730 | 0.41 | ||||
| AFFO, diluted | 194,414 | 0.36 | 175,941 | 0.32 |
FULL YEAR COMPARISON
| Year Ended<br> December 31, 2022 | Year Ended<br> December 31, 2021 | |||||||
|---|---|---|---|---|---|---|---|---|
| (in thousands, except per share amounts) | Amount | Per Share | Amount | Per Share | ||||
| Net income, diluted | $ | 497,792 | $ | 0.92 | $ | 502,271 | $ | 0.93 |
| Nareit FFO, diluted | 904,573 | 1.66 | 610,888 | 1.12 | ||||
| FFO as Adjusted, diluted | 950,259 | 1.74 | 879,222 | 1.61 | ||||
| AFFO, diluted | 790,296 | 1.45 | 734,034 | 1.35 |
Nareit FFO, FFO as Adjusted, AFFO, Same-Store Cash (Adjusted) NOI and Net Debt to Adjusted EBITDAre are supplemental non-GAAP financial measures that we believe are useful in evaluating the operating performance and financial position of real estate investment trusts (see the "Funds From Operations" and "Adjusted Funds From Operations" sections of this release for additional information). See "December 31, 2022 Discussion and Reconciliation of Non-GAAP Financial Measures” for definitions, discussions of their uses and inherent limitations, and reconciliations to the most directly comparable financial measures calculated and presented in accordance with GAAP in the Investor Relations section of our website at http://ir.healthpeak.com/quarterly-results.
Page 2
SAME-STORE ("SS") OPERATING SUMMARY
The table below outlines the year-over-year three-month and full year SS Cash (Adjusted) NOI growth on an actual and pro forma basis. The Pro Forma table reflects the results excluding government grants under the CARES Act for our CCRC portfolio.
| Actual | ||||||||
|---|---|---|---|---|---|---|---|---|
| Year-Over-Year Total SS Portfolio Cash (Adjusted) NOI Growth | ||||||||
| Three Month | Full Year | |||||||
| SS Growth % | % of SS | SS Growth % | % of SS | |||||
| Life science | 5.7 | % | 48.2 | % | 5.1 | % | 47.6 | % |
| Medical office | 5.4 | % | 40.2 | % | 4.0 | % | 40.6 | % |
| CCRC | 15.0 | % | 11.5 | % | 8.0 | % | 11.8 | % |
| Total Portfolio | 6.6 | % | 100.0 | % | 5.0 | % | 100.0 | % |
| Pro Forma (excluding CARES) | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Year-Over-Year Total SS Portfolio Cash (Adjusted) NOI Growth | ||||||||
| Three Month | Full Year | |||||||
| SS Growth % | % of SS | SS Growth % | % of SS | |||||
| Life science | 5.7 | % | 48.2 | % | 5.1 | % | 48.0 | % |
| Medical office | 5.4 | % | 40.2 | % | 4.0 | % | 40.9 | % |
| CCRC | 15.0 | % | 11.5 | % | 2.5 | % | 11.1 | % |
| Total Portfolio | 6.6 | % | 100.0 | % | 4.4 | % | 100.0 | % |
Page 3
101 CAMBRIDGEPARK DRIVE DEVELOPMENT
During the fourth quarter, Healthpeak placed-in-service 142,000 square feet, representing $145 million of investment, at 101 CambridgePark Drive in Cambridge, Massachusetts. The remaining 19,000 square feet is expected to be placed-in-service during 2023.
101 CambridgePark Drive totals approximately 161,000 square feet, with the purpose-built lab space 100% leased. When combined with the adjacent life science holdings at 35 and 87 CambridgePark Drive, the flagship 450,000 square foot campus along CambridgePark Drive brings Healthpeak's operating life science ownership in the Boston market to 2.6 million square feet.
ALEWIFE ACQUISITIONS
In December 2022 and January 2023, Healthpeak acquired a total of 2.2 acres of land in the Alewife submarket of Cambridge for $27 million. The parcels are adjacent to Healthpeak's current holdings on Mooney Street and Concord Avenue, and have the potential to advance the community's open space, traffic mitigation, and pedestrian connectivity goals, while providing Healthpeak the ability to transfer density across its other Alewife properties.
DISPOSITIONS
In January 2023, Healthpeak closed on the sale of two held-for-sale life science buildings in Durham, North Carolina, generating proceeds of $113 million representing a trailing-twelve month cash capitalization rate of approximately 5%.
CAPITAL MARKETS ACTIVITY
$500 MILLION TERM LOANS
In October 2022, Healthpeak drew down the entirety of the previously disclosed $500 million delayed draw senior unsecured term loans and used proceeds to repay commercial paper. Healthpeak executed swaps in August 2022 that effectively fixed the interest rates of the term loans at a blended contractual rate of 3.5% for the initial blended term of 4.75 years.
FORWARD EQUITY
In December 2022, Healthpeak settled all 9.1 million shares previously outstanding under ATM forward contracts at a weighted average net price of $34 per share, after commissions, generating net proceeds of $308 million.
SENIOR UNSECURED NOTES
In January 2023, Healthpeak completed a public offering of $400 million 5.25% fixed rate senior unsecured notes due 2032. Net proceeds from the offering were used to repay a portion of the Company's outstanding commercial paper and for general corporate purposes.
UPREIT CONVERSION
During the first quarter of 2023, Healthpeak intends to implement a holding company reorganization to restructure Healthpeak Properties, Inc. as an Umbrella Partnership Real Estate Investment Trust, or UPREIT. The UPREIT conversion will align Healthpeak's corporate structure with other publicly traded U.S. real estate investment trusts and support external growth by offering real estate owners a tax-deferred alternative for disposing of properties.
The reorganization is expected to be effective as of February 10, 2023.
On the effective date, each issued and outstanding share of existing Healthpeak common stock immediately prior to the effective time of the reorganization will convert on a share-for-share basis into an issued and outstanding share of new Healthpeak common stock, having the same designations, rights, powers and preferences and the qualifications, limitations and restrictions and other terms as the corresponding share of existing Healthpeak’s common stock that was converted. The conversion of stock will take place automatically without an exchange of stock certificates. New Healthpeak will replace existing Healthpeak as the public company listed on the New York Stock Exchange (the “NYSE”) and new Healthpeak common stock is expected to trade on the NYSE on an uninterrupted basis under the existing symbol “PEAK” and to retain the CUSIP number of 42250P103.
The UPREIT conversion is not anticipated to have any impact on Healthpeak's financial position and will not result in any changes to the consolidated financial statements of the company, its outstanding debt securities, or business operations. The UPREIT conversion will not impact the payment of the dividend declared by the Board and payable to stockholders of record in accordance with previously announced dividend payment dates.
EXECUTIVE LEADERSHIP PROMOTION
Ankit Patadia has been promoted to Executive Vice President and Treasurer – Corporate Finance. Mr. Patadia has been with Healthpeak for 13 years and served in various roles, most recently as Senior Vice President and Treasurer – Corporate Finance. He will continue to report to Peter Scott and lead Healthpeak's corporate finance function.
DIVIDEND
On February 1, 2023, Healthpeak announced that its Board declared a quarterly common stock cash dividend of $0.30 per share to be paid on February 23, 2023, to stockholders of record as of the close of business on February 9, 2023.
2023 GUIDANCE
For full year 2023, we have established the following guidance ranges:
▪Diluted earnings per common share of $0.52 – $0.58
▪Diluted Nareit FFO share of $1.70 – $1.76
▪Diluted FFO as Adjusted per share of $1.70 – $1.76
▪Total Portfolio Same-Store Cash (Adjusted) NOI growth of 2.75% – 4.25%
Components of Total Portfolio Same-Store Cash (Adjusted) NOI guidance:
▪Life Science: 3.0% to 4.5%; 47% of the full year 2023 same-store pool
▪Medical Office: 2.0% to 3.0%; 42% of the full year 2023 same-store pool
▪CCRC: 5.0% to 10.0%; 11% of the full year 2023 same-store pool
These estimates do not reflect the potential impact from unannounced future transactions. These estimates are based on our view of existing market conditions, transaction timing, and other assumptions for the year ending December 31, 2023. For additional details and assumptions underlying this guidance, please see page 39 in our corresponding Supplemental Report and the Discussion and Reconciliation of Non-GAAP Financial Measures, both of which are available in the Investor Relations section of our website at http://ir.healthpeak.com.
COMPANY INFORMATION
Healthpeak has scheduled a conference call and webcast for Wednesday, February 8, 2023, at 9:00 a.m. Mountain Time (11:00 a.m. Eastern Time) to review its financial and operating results for the quarter and full year ended December 31, 2022. The conference call is accessible by dialing (888) 317-6003 (U.S.) or (412) 317-6061 (international). The conference ID number is 5962519. 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 February 8, 2024, and a telephonic replay can be accessed through February 15, 2023, by dialing (877) 344-7529 (U.S.) or (412) 317-0088 (international) and entering conference ID number 5525014. 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, Medical Office and CCRC. 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 contained in this release that are not historical facts are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, among other things, statements regarding our and our officers' intent, belief or expectation as identified by the use of words such as "may," "will," "project," "expect," "believe," "intend," "anticipate," "seek," "target," "forecast," "plan," "potential," "estimate," "could," "would," "should" and other comparable and derivative terms or the negatives thereof. Examples of forward-looking statements include, among other things: (i) statements regarding timing, outcomes and other details relating to current, pending or contemplated acquisitions, dispositions, transitions, developments, redevelopments, densifications, joint venture transactions, leasing activity and commitments, capital recycling plans, financing activities, or other transactions discussed in this release; (ii) the payment of a quarterly cash dividend; and (iii) the information presented under the heading "2023 Guidance." Pending acquisitions, dispositions, joint venture transactions, leasing activity, and financing activity, including those subject to binding agreements, remain subject to closing conditions and may not be completed within the anticipated timeframes or at all. Forward-looking statements reflect our current expectations and views about future events and are subject to risks and uncertainties that could significantly affect our future financial condition and results of operations. While forward-looking statements reflect our good faith belief and assumptions we believe to be reasonable based upon current information, we can give no assurance that our expectations or forecasts will be attained. Further, we cannot guarantee the accuracy of any such forward-looking statement contained in this release, and such forward-looking statements are subject to known and unknown risks and uncertainties that are difficult to predict. These risks and uncertainties include, but are not limited to: macroeconomic trends, including inflation, interest rates, labor costs, and unemployment; the ability of our existing and future tenants, operators, and borrowers to conduct their respective businesses in a manner that generates sufficient income to make rent and loan payments to us; the financial condition of our tenants, operators, and borrowers, including potential bankruptcies and downturns in their businesses, and their legal and regulatory proceedings; our concentration of real estate investments in the healthcare property sector, which makes us more vulnerable to a downturn in a specific sector than if we invested across multiple sectors; the illiquidity of real estate investments; our ability to identify and secure new or replacement tenants and operators; our property development, redevelopment, and tenant improvement activity risks, including project abandonments, project delays, and lower profits than expected; changes within the life science industry; significant regulation, funding requirements, and uncertainty faced by our life science tenants; the ability of the hospitals on whose campuses our medical office buildings (MOBs) are located and their affiliated healthcare systems to remain competitive or financially viable; our ability to develop, maintain, or expand hospital and health system client relationships; operational risks associated with third party management contracts, including the additional regulation and liabilities of our properties operated through RIDEA structures; economic conditions, natural disasters, weather, and other conditions that negatively affect geographic areas where we have concentrated investments; uninsured or underinsured losses, which could result in significant losses and/or performance declines by us or our tenants and operators; our investments in joint ventures and unconsolidated entities, including our lack of sole decision making authority and our reliance on our partners’ financial condition and continued cooperation; our use of fixed rent escalators, contingent rent provisions, and/or rent escalators based on the Consumer Price Index; competition for suitable healthcare properties to grow our investment portfolio; our ability to foreclose or exercise rights on collateral securing our real estate-related loans; investment of substantial resources and time in transactions that are not consummated; our ability to successfully integrate or operate acquisitions; the potential impact on us and our tenants, operators, and borrowers from
litigation matters, including rising liability and insurance costs; environmental compliance costs and liabilities associated with our real estate investments; epidemics, pandemics, or other infectious diseases, including Covid, and health and safety measures intended to reduce their spread; the loss or limited availability of our key personnel; our reliance on information technology systems and the potential impact of system failures, disruptions, or breaches; increased borrowing costs, including due to rising interest rates; cash available for distribution to stockholders and our ability to make dividend distributions at expected levels; the availability of external capital on acceptable terms or at all, including due to rising interest rates, changes in our credit ratings and the value of our common stock, volatility or uncertainty in the capital markets, and other factors; our ability to manage our indebtedness level and covenants in and changes to the terms of such indebtedness; the failure of our tenants, operators, and borrowers to comply with federal, state, and local laws and regulations, including resident health and safety requirements, as well as licensure, certification, and inspection requirements; required regulatory approvals to transfer our senior housing properties; compliance with the Americans with Disabilities Act and fire, safety, and other regulations; laws or regulations prohibiting eviction of our tenants; the requirements of, or changes to, governmental reimbursement programs such as Medicare or Medicaid; legislation to address federal government operations and administrative decisions affecting the Centers for Medicare and Medicaid Services; our participation in the CARES Act Provider Relief Fund and other Covid-related stimulus and relief programs; our ability to maintain our qualification as a REIT; changes to U.S. federal income tax laws, and potential deferred and contingent tax liabilities from corporate acquisitions; calculating non-REIT tax earnings and profits distributions; ownership limits in our charter that restrict ownership in our stock; provisions of Maryland law and our charter that could prevent a transaction that may otherwise be in the interest of our stockholders; 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
Andrew Johns, CFA
Senior Vice President – Investor Relations
720-428-5400
Healthpeak Properties, Inc.
Consolidated Balance Sheets
In thousands, except share and per share data
| December 31, 2022 | December 31, 2021 | |||
|---|---|---|---|---|
| Assets | ||||
| Real estate: | ||||
| Buildings and improvements | $ | 12,784,078 | $ | 12,025,271 |
| Development costs and construction in progress | 760,355 | 877,423 | ||
| Land | 2,667,188 | 2,603,964 | ||
| Accumulated depreciation and amortization | (3,188,138) | (2,839,229) | ||
| Net real estate | 13,023,483 | 12,667,429 | ||
| Net investment in direct financing leases | — | 44,706 | ||
| Loans receivable, net of reserves of $8,280 and $1,813 | 374,832 | 415,811 | ||
| Investments in and advances to unconsolidated joint ventures | 706,677 | 403,634 | ||
| Accounts receivable, net of allowance of $2,399 and $1,870 | 53,436 | 48,691 | ||
| Cash and cash equivalents | 72,032 | 158,287 | ||
| Restricted cash | 54,802 | 53,454 | ||
| Intangible assets, net | 418,061 | 519,760 | ||
| Assets held for sale and discontinued operations, net | 49,866 | 37,190 | ||
| Right-of-use asset, net | 237,318 | 233,942 | ||
| Other assets, net | 780,722 | 674,615 | ||
| Total assets | $ | 15,771,229 | $ | 15,257,519 |
| Liabilities and Equity | ||||
| Bank line of credit and commercial paper | $ | 995,606 | $ | 1,165,975 |
| Term loans | 495,957 | — | ||
| Senior unsecured notes | 4,659,451 | 4,651,933 | ||
| Mortgage debt | 346,599 | 352,081 | ||
| Intangible liabilities, net | 156,193 | 177,232 | ||
| Liabilities related to assets held for sale and discontinued operations, net | 4,070 | 15,056 | ||
| Lease liability | 208,515 | 204,547 | ||
| Accounts payable, accrued liabilities, and other liabilities | 772,485 | 755,384 | ||
| Deferred revenue | 844,076 | 789,207 | ||
| Total liabilities | 8,482,952 | 8,111,415 | ||
| Commitments and contingencies | ||||
| Redeemable noncontrolling interests | 105,679 | 87,344 | ||
| Common stock, $1.00 par value: 750,000,000 shares authorized; 546,641,973 and 539,096,879 shares issued and outstanding | 546,642 | 539,097 | ||
| Additional paid-in capital | 10,349,614 | 10,100,294 | ||
| Cumulative dividends in excess of earnings | (4,269,689) | (4,120,774) | ||
| Accumulated other comprehensive income (loss) | 28,134 | (3,147) | ||
| Total stockholders’ equity | 6,654,701 | 6,515,470 | ||
| Joint venture partners | 327,721 | 342,234 | ||
| Non-managing member unitholders | 200,176 | 201,056 | ||
| Total noncontrolling interests | 527,897 | 543,290 | ||
| Total equity | 7,182,598 | 7,058,760 | ||
| Total liabilities and equity | $ | 15,771,229 | $ | 15,257,519 |
Healthpeak Properties, Inc.
Consolidated Statements of Operations
In thousands, except per share data
| Three Months Ended<br>December 31, | Year Ended<br>December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||
| Revenues: | ||||||||
| Rental and related revenues | $ | 392,245 | $ | 356,254 | $ | 1,541,775 | $ | 1,378,384 |
| Resident fees and services | 125,873 | 118,867 | 494,935 | 471,325 | ||||
| Income from direct financing leases | — | 2,180 | 1,168 | 8,702 | ||||
| Interest income | 6,350 | 5,904 | 23,300 | 37,773 | ||||
| Total revenues | 524,468 | 483,205 | 2,061,178 | 1,896,184 | ||||
| Costs and expenses: | ||||||||
| Interest expense | 49,413 | 36,551 | 172,944 | 157,980 | ||||
| Depreciation and amortization | 179,157 | 178,114 | 710,569 | 684,286 | ||||
| Operating | 220,492 | 199,247 | 862,991 | 773,279 | ||||
| General and administrative | 57,872 | 26,043 | 131,033 | 98,303 | ||||
| Transaction costs | 3,217 | 424 | 4,853 | 1,841 | ||||
| Impairments and loan loss reserves (recoveries), net | 3,326 | 18,702 | 7,004 | 23,160 | ||||
| Total costs and expenses | 513,477 | 459,081 | 1,889,394 | 1,738,849 | ||||
| Other income (expense): | ||||||||
| Gain (loss) on sales of real estate, net | (969) | 717 | 9,078 | 190,590 | ||||
| Gain (loss) on debt extinguishments | — | — | — | (225,824) | ||||
| Other income (expense), net | (587) | 662 | 326,268 | 6,266 | ||||
| Total other income (expense), net | (1,556) | 1,379 | 335,346 | (28,968) | ||||
| Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures | 9,435 | 25,503 | 507,130 | 128,367 | ||||
| Income tax benefit (expense) | 650 | 1,857 | 4,425 | 3,261 | ||||
| Equity income (loss) from unconsolidated joint ventures | (156) | 1,583 | 1,985 | 6,100 | ||||
| Income (loss) from continuing operations | 9,929 | 28,943 | 513,540 | 137,728 | ||||
| Income (loss) from discontinued operations | 873 | 3,633 | 2,884 | 388,202 | ||||
| Net income (loss) | 10,802 | 32,576 | 516,424 | 525,930 | ||||
| Noncontrolling interests’ share in continuing operations | (4,274) | (3,815) | (15,975) | (17,851) | ||||
| Noncontrolling interests’ share in discontinued operations | — | — | — | (2,539) | ||||
| Net income (loss) attributable to Healthpeak Properties, Inc. | 6,528 | 28,761 | 500,449 | 505,540 | ||||
| Participating securities’ share in earnings | (140) | (268) | (2,657) | (3,269) | ||||
| Net income (loss) applicable to common shares | $ | 6,388 | $ | 28,493 | $ | 497,792 | $ | 502,271 |
| Basic earnings (loss) per common share: | ||||||||
| Continuing operations | $ | 0.01 | $ | 0.05 | $ | 0.92 | $ | 0.22 |
| Discontinued operations | 0.00 | 0.00 | 0.00 | 0.71 | ||||
| Net income (loss) applicable to common shares | $ | 0.01 | $ | 0.05 | $ | 0.92 | $ | 0.93 |
| Diluted earnings (loss) per common share: | ||||||||
| Continuing operations | $ | 0.01 | $ | 0.05 | $ | 0.92 | $ | 0.22 |
| Discontinued operations | 0.00 | 0.00 | 0.00 | 0.71 | ||||
| Net income (loss) applicable to common shares | $ | 0.01 | $ | 0.05 | $ | 0.92 | $ | 0.93 |
| Weighted average shares outstanding: | ||||||||
| Basic | 537,992 | 539,081 | 538,809 | 538,930 | ||||
| Diluted | 538,396 | 539,505 | 539,147 | 539,241 |
Healthpeak Properties, Inc.
Funds From Operations
In thousands, except per share data
| Three Months Ended<br>December 31, | Year Ended<br>December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||
| Net income (loss) applicable to common shares | $ | 6,388 | $ | 28,493 | $ | 497,792 | $ | 502,271 |
| Real estate related depreciation and amortization | 179,157 | 178,114 | 710,569 | 684,286 | ||||
| Healthpeak’s share of real estate related depreciation and amortization from unconsolidated joint ventures | 8,642 | 5,041 | 27,691 | 17,085 | ||||
| Noncontrolling interests’ share of real estate related depreciation and amortization | (4,709) | (4,869) | (19,201) | (19,367) | ||||
| Loss (gain) on sales of depreciable real estate, net(1) | 986 | (6,780) | (10,422) | (605,311) | ||||
| Healthpeak’s share of loss (gain) on sales of depreciable real estate, net, from unconsolidated joint ventures | 45 | 197 | 134 | (6,737) | ||||
| Noncontrolling interests’ share of gain (loss) on sales of depreciable real estate, net | — | (73) | 12 | 5,555 | ||||
| Loss (gain) upon change of control, net(2) | — | — | (311,438) | (1,042) | ||||
| Taxes associated with real estate dispositions | — | — | 29 | 2,666 | ||||
| Impairments (recoveries) of depreciable real estate, net | — | 19,625 | — | 25,320 | ||||
| Nareit FFO applicable to common shares | 190,509 | 219,748 | 895,166 | 604,726 | ||||
| Distributions on dilutive convertible units and other | 1,649 | 2,353 | 9,407 | 6,162 | ||||
| Diluted Nareit FFO applicable to common shares | $ | 192,158 | $ | 222,101 | $ | 904,573 | $ | 610,888 |
| Diluted Nareit FFO per common share | $ | 0.35 | $ | 0.41 | $ | 1.66 | $ | 1.12 |
| Weighted average shares outstanding - diluted Nareit FFO | 543,879 | 546,829 | 546,462 | 544,742 | ||||
| Impact of adjustments to Nareit FFO: | ||||||||
| Transaction-related items | $ | 3,215 | $ | 406 | $ | 4,788 | $ | 7,044 |
| Other impairments (recoveries) and other losses (gains), net(3) | 9,702 | (923) | 3,829 | 24,238 | ||||
| Restructuring and severance-related charges(4) | 32,749 | 1,147 | 32,749 | 3,610 | ||||
| Loss (gain) on debt extinguishments | — | — | — | 225,824 | ||||
| Casualty-related charges (recoveries), net(5) | 298 | — | 4,401 | 5,203 | ||||
| Total adjustments | 45,964 | 630 | 45,767 | 265,919 | ||||
| FFO as Adjusted applicable to common shares | 236,473 | 220,378 | 940,933 | 870,645 | ||||
| Distributions on dilutive convertible units and other | 2,271 | 2,352 | 9,326 | 8,577 | ||||
| Diluted FFO as Adjusted applicable to common shares | $ | 238,744 | $ | 222,730 | $ | 950,259 | $ | 879,222 |
| Diluted FFO as Adjusted per common share | $ | 0.44 | $ | 0.41 | $ | 1.74 | $ | 1.61 |
| Weighted average shares outstanding - diluted FFO as Adjusted | 545,704 | 546,829 | 546,462 | 546,567 |
_______________________________________
(1)This amount can be reconciled by combining the balances from the corresponding line of the Consolidated Statements of Operations of this Earnings Release and the detailed financial information in the Discontinued Operations Reconciliation section included in the corresponding Discussion and Reconciliation of Non-GAAP Financial Measures, which is available in the Investor Relations section of our website at http://ir.healthpeak.com/.
(2)The year ended December 31, 2022 includes a gain upon change of control related to the sale of a 30% interest to a sovereign wealth fund and deconsolidation of seven previously consolidated life science assets in South San Francisco, California. The gain upon change of control is included in other income (expense), net in the Consolidated Statements of Operations.
(3)The three months and year ended December 31, 2022 includes $7 million of charges incurred in connection with the downsizing of the Company’s corporate headquarters in Denver, Colorado, which are included in general and administrative expenses in the Consolidated Statements of Operations. The year ended December 31, 2022 also includes the following, which are included in other income (expense), net in the Consolidated Statements of Operations: (i) $14 million of expenses incurred for tenant relocation and other costs associated with the demolition of an MOB and (ii) a $23 million gain on sale of a hospital under a direct financing lease. The year ended December 31, 2021 includes the following: (i) a $29 million goodwill impairment charge in connection with our senior housing triple-net and SHOP asset sales, which is reported in income (loss) from discontinued operations in the Consolidated Statements of Operations, and (ii) $6 million of accelerated recognition of a mark-to-market discount, less loan fees, resulting from prepayments on loans receivable, which is included in interest income in the Consolidated Statements of Operations. The three months and years ended December 31, 2022 and 2021 also include reserves for loan losses recognized in impairments and loan loss reserves (recoveries), net in the Consolidated Statements of Operations.
(4)The three months and year ended December 31, 2022 includes $32 million of severance-related charges associated with the departures of our former Chief Executive Officer and former Chief Legal Officer and General Counsel in the fourth quarter of 2022. These expenses are included in general and administrative expenses in the Consolidated Statements of Operations.
(5)Casualty-related charges (recoveries), net are recognized in other income (expense), net and equity income (loss) from unconsolidated joint ventures in the Consolidated Statements of Operations.
Healthpeak Properties, Inc.
Adjusted Funds From Operations
In thousands
| Three Months Ended<br>December 31, | Year Ended<br>December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||
| FFO as Adjusted applicable to common shares | $ | 236,473 | $ | 220,378 | $ | 940,933 | $ | 870,645 |
| Stock-based compensation amortization expense | 1,903 | 4,307 | 16,537 | 18,202 | ||||
| Amortization of deferred financing costs | 2,812 | 2,539 | 10,881 | 9,216 | ||||
| Straight-line rents | (12,346) | (7,561) | (49,183) | (31,188) | ||||
| AFFO capital expenditures | (33,407) | (39,368) | (108,510) | (111,480) | ||||
| Deferred income taxes | (355) | (1,776) | (4,096) | (8,015) | ||||
| Other AFFO adjustments | (2,315) | (4,228) | (22,860) | (19,510) | ||||
| AFFO applicable to common shares | 192,765 | 174,291 | 783,702 | 727,870 | ||||
| Distributions on dilutive convertible units and other | 1,649 | 1,650 | 6,594 | 6,164 | ||||
| Diluted AFFO applicable to common shares | $ | 194,414 | $ | 175,941 | $ | 790,296 | $ | 734,034 |
| Diluted AFFO per common share | $ | 0.36 | $ | 0.32 | $ | 1.45 | $ | 1.35 |
| Weighted average shares outstanding - diluted AFFO | 543,879 | 545,004 | 544,637 | 544,742 |
ex99212312022
Document
Exhibit 99.3
Discussion and
Reconciliation of Non-
GAAP Financial Measures
December 31, 2022
(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 From Operations (“AFFO”) AFFO is defined as FFO as Adjusted after excluding the impact of the following: (i) amortization of stock-based compensation, (ii) amortization of deferred financing costs, net, (iii) straight-line rents, (iv) deferred income taxes, and (v) other AFFO adjustments, which include: (a) amortization of acquired market lease intangibles, net, (b) non-cash interest related to DFLs and lease incentive amortization (reduction of straight-line rents), (c) actuarial reserves for insurance claims that have been incurred but not reported, and (d) amortization of deferred revenues, excluding amounts amortized into rental income that are associated with tenant funded improvements owned/recognized by us and up-front cash payments made by tenants to reduce their contractual rents. Also, AFFO is computed after deducting recurring capital expenditures, including second generation leasing costs and second generation tenant and capital improvements, and includes adjustments to compute our share of AFFO from our unconsolidated joint ventures. More specifically, recurring capital expenditures, including second generation leasing costs and second generation tenant and capital improvements ("AFFO capital expenditures") excludes our share from unconsolidated joint ventures (reported in “other AFFO adjustments”). Adjustments for joint ventures are calculated to reflect our pro rata share of both our consolidated and unconsolidated joint ventures. We reflect our share of AFFO for unconsolidated joint ventures by applying our actual ownership percentage for the period to the applicable reconciling items on an entity by entity basis. We reflect our share for consolidated joint ventures in which we do not own 100% of the equity by adjusting our AFFO to remove the third party ownership share of the applicable reconciling items based on actual ownership percentage for the applicable periods (reported in “other AFFO adjustments”). See FFO for further disclosure regarding our use of pro rata share information and its limitations. We believe AFFO is an alternative run-rate earnings measure that improves the understanding of our operating results among investors and makes comparisons with: (i) expected results, (ii) results of previous periods, and (iii) results among REITs more meaningful. AFFO does not represent cash generated from operating activities determined in accordance with GAAP and is not necessarily indicative of cash available to fund cash needs as it excludes the following items which generally flow through our cash flows from operating activities: (i) adjustments for changes in working capital or the actual timing of the payment of income or expense items that are accrued in the period, (ii) transaction-related costs, (iii) litigation settlement expenses, and (iv) restructuring and severance-related charges. Furthermore, AFFO is adjusted for recurring capital expenditures, which are generally not considered when determining cash flows from operations or liquidity. Other REITs or real estate companies may use different methodologies for calculating AFFO, and accordingly, our AFFO may not be comparable to those reported by other REITs. Management believes AFFO provides a meaningful supplemental measure of our performance and is frequently used by analysts, investors, and other interested parties in the evaluation of our performance as a REIT, and by presenting AFFO, we are assisting these parties in their evaluation. AFFO is a non-GAAP supplemental financial measure and should not be considered as an alternative to net income (loss) determined in accordance with GAAP and should only be considered together with and as a supplement to the Company’s financial information prepared in accordance with GAAP.
Consolidated Debt The carrying amount of bank line of credit, commercial paper, term loans, senior unsecured notes, and mortgage debt, as reported in our consolidated financial statements.
Consolidated Gross Assets The carrying amount of total assets, excluding investments in and advances to our unconsolidated JVs, after adding back accumulated depreciation and amortization, as reported in our consolidated financial statements. Consolidated Gross Assets is a supplemental measure of our financial position, which, when used in conjunction with debt-related measures, enables both management and investors to analyze our leverage and to compare our leverage to that of other companies.
Consolidated Secured Debt Mortgage and other debt secured by real estate, as reported in our consolidated financial statements.
Continuing Care Retirement Community (“CCRC”) A senior housing facility which provides at least three levels of care (i.e., independent living, assisted living and skilled nursing).
Debt Investments Loans secured by a direct interest in real estate and mezzanine loans.
Direct Financing Lease (“DFL”) Lease for which future minimum lease payments are recorded as a receivable and the difference between the future minimum lease payments and the estimated residual values less the cost of the properties is recorded as unearned income. Unearned income is deferred and amortized to income over the lease terms to provide a constant yield.
| 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 other impairments (recoveries) and other losses (gains), transaction-related items, prepayment costs (benefits) associated with early retirement or payment of debt, restructuring and severance-related charges, litigation costs (recoveries), casualty-related charges (recoveries), stock compensation expense, and foreign currency remeasurement losses (gains), adjusted to reflect the impact of transactions that closed during the period as if the transactions were completed at the beginning of the period. EBITDAre and Adjusted EBITDAre include our pro rata share of our unconsolidated JVs presented on the same basis. We consider EBITDAre and Adjusted EBITDAre important supplemental measures to net income (loss) because they provide an additional manner in which to evaluate our operating performance and serve as additional indicators of our ability to service our debt obligations. Net income (loss) is the most directly comparable U.S. generally accepted accounting principles (“GAAP”) measure to EBITDAre and Adjusted EBITDAre.
Enterprise Debt Consolidated Debt plus our pro rata share of total debt from our unconsolidated JVs. Enterprise Debt is a supplemental measure of our financial position, which enables both management and investors to analyze our leverage and to compare our leverage to that of other companies. Our pro rata share of total debt from our unconsolidated JVs is not intended to reflect our actual liability or ability to access assets should there be a default under any or all such loans or a liquidation of the JVs.
Enterprise Gross Assets Consolidated Gross Assets plus our pro rata share of total gross assets from our unconsolidated JVs, after adding back accumulated depreciation and amortization. Enterprise Gross Assets is a supplemental measure of our financial position, which, when used in conjunction with debt-related measures, enables both management and investors to analyze our leverage and to compare our leverage to that of other companies.
Enterprise Secured Debt Consolidated Secured Debt plus our pro rata share of mortgage debt from our unconsolidated JVs. Enterprise Secured Debt is a supplemental measure of our financial position, which enables both management and investors to analyze our leverage and to compare our leverage to that of other companies. Our pro rata share of Enterprise Secured Debt from our unconsolidated JVs is not intended to reflect our actual liability or ability to access assets should there be a default under any or all such loans or a liquidation of the JVs.
Entrance Fees Certain of our CCRC communities have residency agreements which require the resident to pay an upfront entrance fee prior to taking occupancy at the community. For net income, NOI, Adjusted NOI, Nareit FFO, FFO as Adjusted, and AFFO, the non-refundable portion of the entrance fee is recorded as deferred entrance fee revenue and amortized over the estimated stay of the resident based on an actuarial valuation. The refundable portion of a resident’s entrance fee is generally refundable within a certain number of months or days following contract termination or upon the sale of the unit. All refundable amounts due to residents at any time in the future are classified as liabilities.
Financial Leverage Enterprise Debt divided by Enterprise Gross Assets. Financial Leverage is a supplemental measure of our financial position, which enables both management and investors to analyze our leverage and to compare our leverage to that of other companies. Our pro rata share information is calculated by applying our actual ownership percentage for the period and excludes debt funded by us to our JVs. Our pro rata share of total debt from our unconsolidated JVs is not intended to reflect our actual liability or ability to access assets should there be a default under any or all such loans or a liquidation of the JVs.
Fixed Charges Total interest expense plus capitalized interest plus preferred stock dividends (if applicable). Fixed Charges also includes our pro rata share of the interest expense plus capitalized interest plus preferred stock dividends (if applicable) of our unconsolidated JVs. Fixed Charges is a supplemental measure of our interest payments on outstanding debt and dividends to preferred stockholders for purposes of presenting Fixed Charge Coverage and Adjusted Fixed Charge Coverage. Fixed Charges is subject to limitations and qualifications, as, among other things, it does not include all contractual obligations.
Funds From Operations (“Nareit FFO”) and FFO as Adjusted FFO encompasses Nareit FFO and FFO as Adjusted, each of which is described in detail below. We believe FFO applicable to common shares, diluted FFO applicable to common shares, and diluted FFO per common share are important supplemental non-GAAP measures of operating performance for a REIT. Because the historical cost accounting convention used for real estate assets utilizes straight-line depreciation (except on land), such accounting presentation implies that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen and fallen with market conditions, presentations of operating results for a REIT that use historical cost accounting for depreciation could be less informative. The term FFO was designed by the REIT industry to address this issue.
| 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, other impairments (recoveries) and other losses (gains), restructuring and severance-related charges, prepayment costs (benefits) associated with early retirement or payment of debt, litigation costs (recoveries), casualty-related charges (recoveries), foreign currency remeasurement losses (gains), deferred tax asset valuation allowances, and changes in tax legislation (“FFO as Adjusted”). These adjustments are net of tax, when applicable. 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. Other impairments (recoveries) and other losses (gains) include interest income associated with early and partial repayments of loans receivable and other losses or gains associated with non-depreciable assets including goodwill, DFLs, undeveloped land parcels, and loans receivable. Management believes that FFO as Adjusted provides a meaningful supplemental measurement of our FFO run-rate and is frequently used by analysts, investors, and other interested parties in the evaluation of our performance as a REIT. At the same time that Nareit created and defined its FFO measure for the REIT industry, it also recognized that “management of each of its member companies has the responsibility and authority to publish financial information that it regards as useful to the financial community.” We believe stockholders, potential investors, and financial analysts who review our operating performance are best served by an FFO run-rate earnings measure that includes certain other adjustments to net income (loss), in addition to adjustments made to arrive at the Nareit defined measure of FFO. FFO as Adjusted is used by management in analyzing our business and the performance of our properties and we believe it is important that stockholders, potential investors, and financial analysts understand this measure used by management. We use FFO as Adjusted to: (i) evaluate our performance in comparison with expected results and results of previous periods, relative to resource allocation decisions, (ii) evaluate the performance of our management, (iii) budget and forecast future results to assist in the allocation of resources, (iv) assess our performance as compared with similar real estate companies and the industry in general, and (v) evaluate how a specific potential investment will impact our future results. Other REITs or real estate companies may use different methodologies for calculating an adjusted FFO measure, and accordingly, our FFO as Adjusted may not be comparable to those reported by other REITs.
Investment and Portfolio Investment Represents: (i) the carrying amount of real estate assets and intangibles, after adding back accumulated depreciation and amortization and (ii) the carrying amount of DFLs and Debt Investments. Portfolio Investment also includes our pro rata share of the real estate assets and intangibles held in our unconsolidated JVs, presented on the same basis as Investment, and excludes noncontrolling interests' pro rata share of the real estate assets and intangibles held in our consolidated JVs, presented on the same basis. Investment and Portfolio Investment exclude land held for development.
| Definitions |
|---|
Net Debt Enterprise Debt less the carrying amount of cash and cash equivalents, restricted cash, and expected net proceeds from the future settlement of shares issued through our equity forward contracts, as reported in our consolidated financial statements and our pro rata share of cash and cash equivalents and restricted cash from our unconsolidated JVs. Consolidated Debt is the most directly comparable GAAP measure to Net Debt. Net Debt is a supplemental measure of our financial position, which enables both management and investors to analyze our leverage and to compare our leverage to that of other companies.
Net Debt to Adjusted EBITDAre Net Debt divided by Adjusted EBITDAre is a supplemental measure of our ability to decrease our debt. Because we may not be able to use our cash to reduce our debt on a dollar-for-dollar basis, this measure may have material limitations.
Net Operating Income (“NOI”) and Cash (Adjusted) NOI NOI and Adjusted NOI are non-U.S. generally accepted accounting principles (“GAAP”) supplemental financial measures used to evaluate the operating performance of real estate. NOI is defined as real estate revenues (inclusive of rental and related revenues, resident fees and services, income from direct financing leases, and government grant income and exclusive of interest income), less property level operating expenses; NOI excludes all other financial statement amounts included in net income (loss). Adjusted NOI is calculated as NOI after eliminating the effects of straight-line rents, DFL non-cash interest, amortization of market lease intangibles, termination fees, actuarial reserves for insurance claims that have been incurred but not reported, and the impact of deferred community fee income and expense. NOI and Adjusted NOI are calculated as NOI and Adjusted NOI from consolidated properties, plus our share of NOI and Adjusted NOI from unconsolidated joint ventures (calculated by applying our actual ownership percentage for the period), less noncontrolling interests’ share of NOI and Adjusted NOI from consolidated joint ventures (calculated by applying our actual ownership percentage for the period). Management utilizes its share of NOI and Adjusted NOI in assessing its performance as we have various joint ventures that contribute to its performance. We do not control our unconsolidated joint ventures, and our share of amounts from unconsolidated joint ventures do not represent our legal claim to such items. Our share of NOI and Adjusted NOI should not be considered a substitute for, and should only be considered together with and as a supplement to, our financial information presented in accordance with GAAP.
Adjusted NOI is oftentimes referred to as “Cash NOI.” Management believes NOI and Adjusted NOI are important supplemental measures because they provide relevant and useful information by reflecting only income and operating expense items that are incurred at the property level and present them on an unlevered basis. We use NOI and Adjusted NOI to make decisions about resource allocations, to assess and compare property level performance, and to evaluate our Same-Store (“SS”) performance, as described below. We believe that net income (loss) is the most directly comparable GAAP measure to NOI and Adjusted NOI. NOI and Adjusted NOI should not be viewed as alternative measures of operating performance to net income (loss) as defined by GAAP since they do not reflect various excluded items. Further, our definitions of NOI and Adjusted NOI may not be comparable to the definitions used by other REITs or real estate companies, as they may use different methodologies for calculating NOI and Adjusted NOI.
Operating expenses generally relate to leased medical office and life science properties, as well as CCRC 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 Adjusted NOI Portfolio Adjusted NOI is Portfolio Cash Real Estate Revenues less Portfolio Cash Operating Expenses.
Portfolio Operating Expenses and Portfolio Cash Operating Expenses Portfolio Operating Expenses and Portfolio Cash Operating Expenses are non-GAAP supplemental measures. Portfolio Operating Expenses represent property level operating expenses (which exclude transition costs). Portfolio Operating Expenses include consolidated operating expenses plus the Company's pro rata share of operating expenses from its unconsolidated JVs less noncontrolling interests' pro rata share of operating expenses from consolidated JVs. Portfolio Cash Operating Expenses represent Portfolio Operating Expenses after eliminating the effects of straight-line rents, lease termination fees, actuarial reserves for insurance claims that have been incurred but not reported, and the impact of deferred community fee expense.
Portfolio Income Cash (Adjusted) NOI plus interest income plus our pro rata share of Cash (Adjusted) NOI from our unconsolidated JVs less noncontrolling interests' pro rata share of Cash (Adjusted) NOI from consolidated JVs. Management believes that Portfolio Income is an important supplemental measure because it provides relevant and useful information regarding our performance; specifically, it is a measure of our property level profitability of the Company inclusive of interest income. Management believes that net income (loss) is the most directly comparable GAAP measure to Portfolio Income. Portfolio Income should not be viewed as an alternative measure of operating performance to net income (loss) as defined by GAAP since it does not reflect various excluded items.
Portfolio Real Estate Revenues and Portfolio Cash Real Estate Revenues Portfolio Real Estate Revenues and Portfolio Cash Real Estate Revenues are non-GAAP supplemental measures. Portfolio Real Estate Revenues include rental related revenues, resident fees and services, income from DFLs, and government grant income which is included in Other income (expense), net in our Consolidated Statement of Operations. Portfolio Real Estate Revenues include the Company's pro rata share from unconsolidated JVs presented on the same basis and exclude noncontrolling interests' pro rata share from consolidated JVs presented on the same basis. Portfolio Cash Real Estate Revenues include Portfolio Real Estate Revenues after eliminating the effects of straight-line rents, DFL non-cash interest, amortization of market lease intangibles, lease termination fees, and the impact of deferred community fee income.
| Definitions |
|---|
Projected Stabilized Yield Projected Cash (Adjusted) NOI at Stabilization divided by the expected total development costs. Management considers Projected Stabilized Yield a useful metric for investors as it helps provide context to the expected effects that development projects will have on the Company’s future performance once stabilized.
REVPOR 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 converted to a new operating structure during the relevant period, assets in redevelopment, assets that are held for sale, and assets that experienced a casualty event that significantly impacted operations. REVPOR cannot be derived from the information presented for the CCRC portfolio as units reflect 100% of the unit capacities for unconsolidated JVs and revenue is at the Company's pro rata share. All facility occupancy data was derived solely from information provided by operators without independent verification by us. REVPOR CCRC is a metric used to evaluate the revenue-generating capacity and profit potential of our CCRC assets independent of fluctuating occupancy rates. It is also used in comparison against industry and competitor statistics, if known, to evaluate the quality of our CCRC assets.
REVPOR Other The 3-month average Cash Real Estate Revenues per occupied unit for the most recent period available. REVPOR Other excludes newly completed assets under lease-up, assets sold, acquired or converted to a new operating structure during the relevant period, assets in redevelopment, assets that are held for sale, and assets that experienced a casualty event that significantly impacted operations. REVPOR cannot be derived from the information presented for the Other portfolio as units reflect 100% of the unit capacities for unconsolidated JVs and revenue is at the Company's pro rata share. All facility occupancy data was derived solely from information provided by operators without independent verification by us. REVPOR Other is a metric used to evaluate the revenue-generating capacity and profit potential of our other assets independent of fluctuating occupancy rates. It is also used in comparison against industry and competitor statistics, if known, to evaluate the quality of our other assets.
RIDEA A structure whereby a taxable REIT subsidiary is permitted to rent a healthcare facility from its parent REIT and hire an independent contractor to operate the facility.
Same-Store (“SS”) Same-Store NOI and Cash (Adjusted) NOI information allows us to evaluate the performance of our property portfolio under a consistent population by eliminating changes in the composition of our portfolio of properties, excluding properties within the other non-reportable segments. We include properties from our consolidated portfolio, as well as properties owned by our unconsolidated joint ventures in Same-Store NOI and Adjusted NOI (see NOI definition above for further discussion regarding our use of pro-rata share information and its limitations). Same-Store 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 and rental payments have commenced) or 12 months from the acquisition date. Newly completed developments and redevelopments are considered stabilized at the earlier of lease-up or 24 months from the date the property is placed in service. Properties that experience a change in reporting structure are considered stabilized after 12 months in operations under a consistent reporting structure. A property is removed from Same-Store when it is classified as held for sale, sold, placed into redevelopment, experiences a casualty event that significantly impacts operations, a change in reporting structure or operator transition has been agreed to, or a significant tenant relocates from a Same-Store property to a non Same-Store property and that change results in a corresponding increase in revenue. We do not report Same-Store metrics for our other non-reportable segments.
Secured Debt Ratio Enterprise Secured Debt divided by Enterprise Gross Assets. Secured Debt Ratio is a supplemental measure of our financial position, which enables both management and investors to analyze our leverage and to compare our leverage to that of other companies. Our pro rata share information is calculated by applying our actual ownership percentage for the period and excludes debt funded by us to our JVs. Our pro rata share of Total Secured Debt from our unconsolidated JVs is not intended to reflect our actual liability or ability to access assets should there be a default under any or all such loans or a liquidation of the JVs.
Segments The Company’s diverse portfolio is comprised of investments in the following reportable healthcare segments: (i) life science; (ii) medical office; (iii) continuing care retirement community (“CCRC”), and (iv) other non-reportable segment.
Share of Consolidated Joint Ventures ("JVs") Noncontrolling interests' pro rata share information is prepared by applying noncontrolling interests' actual ownership percentage for the period and is intended to reflect noncontrolling interests' proportionate economic interest in the financial position and operating results of properties in our portfolio.
Share of Unconsolidated Joint Ventures ("JVs") Our pro rata share information is prepared by applying our actual ownership percentage for the period and is intended to reflect our proportionate economic interest in the financial position and operating results of properties in our portfolio.
Stabilized / Stabilization Newly acquired operating assets are generally considered Stabilized at the earlier of lease-up (typically when the tenant(s) control(s) the physical use of at least 80% of the space and rental payments have commenced) or 12 months from the acquisition date. Newly completed developments and redevelopments are considered Stabilized at the earlier of lease-up or 24 months from the date the property is placed in service. Properties that experience a change in reporting structure are considered Stabilized after 12 months in operations under a consistent reporting structure.
| Reconciliations | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| In thousands, except per share data | ||||||||||
| Funds From Operations | ||||||||||
| --- | Three Months Ended<br>December 31, | Year Ended<br>December 31, | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||
| 2022 | 2021 | 2022 | 2021 | |||||||
| Net income (loss) applicable to common shares | $ | 6,388 | $ | 28,493 | $ | 497,792 | $ | 502,271 | ||
| Real estate related depreciation and amortization | 179,157 | 178,114 | 710,569 | 684,286 | ||||||
| Healthpeak’s share of real estate related depreciation and amortization from unconsolidated joint ventures | 8,642 | 5,041 | 27,691 | 17,085 | ||||||
| Noncontrolling interests’ share of real estate related depreciation and amortization | (4,709) | (4,869) | (19,201) | (19,367) | ||||||
| Loss (gain) on sales of depreciable real estate, net(1) | 986 | (6,780) | (10,422) | (605,311) | ||||||
| Healthpeak’s share of loss (gain) on sales of depreciable real estate, net, from unconsolidated joint ventures | 45 | 197 | 134 | (6,737) | ||||||
| Noncontrolling interests’ share of gain (loss) on sales of depreciable real estate, net | — | (73) | 12 | 5,555 | ||||||
| Loss (gain) upon change of control, net(2) | — | — | (311,438) | (1,042) | ||||||
| Taxes associated with real estate dispositions | — | — | 29 | 2,666 | ||||||
| Impairments (recoveries) of depreciable real estate, net | — | 19,625 | — | 25,320 | ||||||
| Nareit FFO applicable to common shares | 190,509 | 219,748 | 895,166 | 604,726 | ||||||
| Distributions on dilutive convertible units and other | 1,649 | 2,353 | 9,407 | 6,162 | ||||||
| Diluted Nareit FFO applicable to common shares | $ | 192,158 | $ | 222,101 | $ | 904,573 | $ | 610,888 | ||
| Weighted average shares outstanding - diluted Nareit FFO | 543,879 | 546,829 | 546,462 | 544,742 | ||||||
| Impact of adjustments to Nareit FFO: | ||||||||||
| Transaction-related items | $ | 3,215 | $ | 406 | $ | 4,788 | $ | 7,044 | ||
| Other impairments (recoveries) and other losses (gains), net(3) | 9,702 | (923) | 3,829 | 24,238 | ||||||
| Restructuring and severance-related charges(4) | 32,749 | 1,147 | 32,749 | 3,610 | ||||||
| Loss (gain) on debt extinguishments | — | — | — | 225,824 | ||||||
| Casualty-related charges (recoveries), net(5) | 298 | — | 4,401 | 5,203 | ||||||
| Total adjustments | 45,964 | 630 | 45,767 | 265,919 | ||||||
| FFO as Adjusted applicable to common shares | 236,473 | 220,378 | 940,933 | 870,645 | ||||||
| Distributions on dilutive convertible units and other | 2,271 | 2,352 | 9,326 | 8,577 | ||||||
| Diluted FFO as Adjusted applicable to common shares | $ | 238,744 | $ | 222,730 | $ | 950,259 | $ | 879,222 | ||
| Weighted average shares outstanding - diluted FFO as Adjusted | 545,704 | 546,829 | 546,462 | 546,567 | ||||||
| FFO as Adjusted applicable to common shares | $ | 236,473 | $ | 220,378 | $ | 940,933 | $ | 870,645 | ||
| Stock-based compensation amortization expense | 1,903 | 4,307 | 16,537 | 18,202 | ||||||
| Amortization of deferred financing costs | 2,812 | 2,539 | 10,881 | 9,216 | ||||||
| Straight-line rents | (12,346) | (7,561) | (49,183) | (31,188) | ||||||
| AFFO capital expenditures | (33,407) | (39,368) | (108,510) | (111,480) | ||||||
| Deferred income taxes | (355) | (1,776) | (4,096) | (8,015) | ||||||
| Other AFFO adjustments | (2,315) | (4,228) | (22,860) | (19,510) | ||||||
| AFFO applicable to common shares | 192,765 | 174,291 | 783,702 | 727,870 | ||||||
| Distributions on dilutive convertible units and other | 1,649 | 1,650 | 6,594 | 6,164 | ||||||
| Diluted AFFO applicable to common shares | $ | 194,414 | $ | 175,941 | $ | 790,296 | $ | 734,034 | ||
| Weighted average shares outstanding - diluted AFFO | 543,879 | 545,004 | 544,637 | 544,742 | ||||||
| Reconciliations | ||||||||||
| --- | ||||||||||
| In thousands, except per share data | ||||||||||
| Adjusted Funds From Operations | ||||||||||
| --- | Three Months Ended<br>December 31, | Year Ended<br>December 31, | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||
| 2022 | 2021 | 2022 | 2021 | |||||||
| Diluted earnings per common share | $ | 0.01 | $ | 0.05 | $ | 0.92 | $ | 0.93 | ||
| Depreciation and amortization | 0.34 | 0.33 | 1.33 | 1.25 | ||||||
| Loss (gain) on sales of depreciable real estate, net | 0.00 | (0.01) | (0.02) | (1.11) | ||||||
| Loss (gain) upon change of control, net(2) | — | — | (0.57) | 0.00 | ||||||
| Taxes associated with real estate dispositions | — | — | 0.00 | 0.00 | ||||||
| Impairments (recoveries) of depreciable real estate, net | — | 0.04 | — | 0.05 | ||||||
| Diluted Nareit FFO per common share | $ | 0.35 | $ | 0.41 | $ | 1.66 | $ | 1.12 | ||
| Transaction-related items | 0.01 | 0.00 | 0.01 | 0.01 | ||||||
| Other impairments (recoveries) and other losses (gains), net(3) | 0.02 | 0.00 | 0.00 | 0.04 | ||||||
| Restructuring and severance-related charges(4) | 0.06 | 0.00 | 0.06 | 0.01 | ||||||
| Loss (gain) on debt extinguishments | — | — | — | 0.42 | ||||||
| Casualty-related charges (recoveries), net(5) | 0.00 | — | 0.01 | 0.01 | ||||||
| Diluted FFO as Adjusted per common share | $ | 0.44 | $ | 0.41 | $ | 1.74 | $ | 1.61 | ||
| Stock-based compensation amortization expense | 0.00 | 0.01 | 0.03 | 0.03 | ||||||
| Amortization of deferred financing costs | 0.01 | 0.00 | 0.02 | 0.02 | ||||||
| Straight-line rents | (0.02) | (0.02) | (0.09) | (0.06) | ||||||
| AFFO capital expenditures | (0.06) | (0.07) | (0.20) | (0.20) | ||||||
| Deferred income taxes | 0.00 | 0.00 | (0.01) | (0.01) | ||||||
| Other AFFO adjustments | (0.01) | (0.01) | (0.04) | (0.04) | ||||||
| Diluted AFFO per common share | $ | 0.36 | $ | 0.32 | $ | 1.45 | $ | 1.35 |
______________________________________
(1)This amount can be reconciled by combining the balances from the corresponding line of the Consolidated Statements of Operations on page 9 of the Earnings Release and Supplemental Report and Discontinued Operations Reconciliation on page 36 of this document for the three and twelve months ended December 31, 2022.
(2)The year ended December 31, 2022 includes a gain upon change of control related to the sale of a 30% interest to a sovereign wealth fund and deconsolidation of seven previously consolidated life science assets in South San Francisco, California. The gain upon change of control is included in other income (expense), net in the Consolidated Statements of Operations.
(3)The three months and year ended December 31, 2022 includes $7 million of charges incurred in connection with the downsizing of the Company’s corporate headquarters in Denver, Colorado, which are included in general and administrative expenses in the Consolidated Statements of Operations. The year ended December 31, 2022 also includes the following, which are included in other income (expense), net in the Consolidated Statements of Operations: (i) $14 million of expenses incurred for tenant relocation and other costs associated with the demolition of an MOB and (ii) a $23 million gain on sale of a hospital under a direct financing lease. The year ended December 31, 2021 includes the following: (i) a $29 million goodwill impairment charge in connection with our senior housing triple-net and SHOP asset sales, which is reported in income (loss) from discontinued operations in the Consolidated Statements of Operations, and (ii) $6 million of accelerated recognition of a mark-to-market discount, less loan fees, resulting from prepayments on loans receivable, which is included in interest income in the Consolidated Statements of Operations. The three months and years ended December 31, 2022 and 2021 also include reserves for loan losses recognized in impairments and loan loss reserves (recoveries), net in the Consolidated Statements of Operations.
(4)The three months and year ended December 31, 2022 includes $32 million of severance-related charges associated with the departures of our former Chief Executive Officer and former Chief Legal Officer and General Counsel in the fourth quarter of 2022. These expenses are included in general and administrative expenses in the Consolidated Statements of Operations.
(5)Casualty-related charges (recoveries), net are recognized in other income (expense), net and equity income (loss) from unconsolidated joint ventures in the Consolidated Statements of Operations.
| Reconciliations | ||||
|---|---|---|---|---|
| Per share data | Projected Future Operations(1) | |||
| --- | ||||
| Full Year 2023 | ||||
| --- | --- | --- | --- | --- |
| Low | High | |||
| Diluted earnings per common share | $ | 0.52 | $ | 0.58 |
| Real estate related depreciation and amortization | 1.28 | 1.28 | ||
| Healthpeak's share of real estate related depreciation and amortization from unconsolidated joint ventures | 0.05 | 0.05 | ||
| Noncontrolling interests' share of real estate related depreciation and amortization | (0.04) | (0.04) | ||
| Loss (gain) on sales of real estate, net | (0.11) | (0.11) | ||
| Diluted Nareit FFO per common share | $ | 1.70 | $ | 1.76 |
| Diluted FFO as Adjusted per common share | $ | 1.70 | $ | 1.76 |
| Stock-based compensation amortization expense | 0.03 | 0.03 | ||
| Amortization of deferred financing costs | 0.02 | 0.02 | ||
| Straight-line rents | (0.08) | (0.08) | ||
| Amortization of above/(below) market rents | (0.05) | (0.05) | ||
| AFFO capital expenditures | (0.19) | (0.19) | ||
| Other AFFO adjustments | 0.02 | 0.02 | ||
| Diluted AFFO per common share | $ | 1.45 | $ | 1.51 |
______________________________________
(1)The foregoing projections reflect management's view of current and future market conditions as of February 7, 2023 including assumptions with respect to rental rates, occupancy levels, development items, and the earnings impact of the events referenced in our earnings press release that was issued on February 7, 2023. However, these projections do not reflect the impact of unannounced future transactions, except as described herein. Our actual results may differ materially from the projections set forth above. Except as otherwise required by law, management assumes no, and hereby disclaims any, obligation to update any of the foregoing projections as a result of new information or new or future developments.
| Reconciliations |
|---|
| In millions |
| Projected NOI(1) |
| --- |
For the projected year 2023 (low)
| Life Science | Medical Office | CCRC | Other | Corporate Adjustments | Total | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net income (loss) | $ | 411 | $ | 197 | $ | (37) | $ | 22 | $ | (291) | $ | 301 |
| Other income, costs, and expenses excluded from NOI(2) | 235 | 261 | 137 | (8) | 284 | 909 | ||||||
| NOI(3) | $ | 645 | $ | 457 | $ | 100 | $ | 14 | $ | (7) | $ | 1,210 |
| Non-SS NOI | (153) | (36) | 2 | (14) | 7 | (194) | ||||||
| SS NOI | $ | 492 | $ | 421 | $ | 102 | $ | — | $ | — | $ | 1,015 |
| Non-cash adjustments to SS NOI(4) | (26) | (12) | 1 | — | — | (37) | ||||||
| SS Cash (Adjusted) NOI | $ | 466 | $ | 410 | $ | 103 | $ | — | $ | — | $ | 978 |
| Non-SS cash NOI | 131 | 33 | (1) | 14 | (1) | 176 | ||||||
| Cash (Adjusted) NOI(5) | $ | 597 | $ | 442 | $ | 102 | $ | 14 | $ | (1) | $ | 1,155 |
For the projected year 2023 (high)
| Life Science | Medical Office | CCRC | Other | Corporate Adjustments | Total | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net income (loss) | $ | 420 | $ | 201 | $ | (32) | $ | 32 | $ | (280) | $ | 338 |
| Other income, costs, and expenses excluded from NOI(2) | 235 | 261 | 137 | (8) | 284 | 911 | ||||||
| NOI(3) | $ | 655 | $ | 462 | $ | 106 | $ | 24 | $ | 4 | $ | 1,250 |
| Non-SS NOI | (155) | (36) | 1 | (24) | (4) | (218) | ||||||
| SS NOI | $ | 500 | $ | 425 | $ | 107 | $ | — | $ | — | $ | 1,030 |
| Non-cash adjustments to SS NOI(4) | (27) | (12) | 1 | — | — | (38) | ||||||
| SS Cash (Adjusted) NOI | $ | 473 | $ | 414 | $ | 108 | $ | — | $ | — | $ | 993 |
| Non-SS cash NOI | 134 | 33 | (1) | 24 | 1 | 191 | ||||||
| Cash (Adjusted) NOI(5) | $ | 606 | $ | 447 | $ | 107 | $ | 24 | $ | 1 | $ | 1,185 |
______________________________________
(1)The foregoing projections reflect management's view of current and future market conditions as of February 7, 2023 including assumptions with respect to rental rates, occupancy levels, development items, and the earnings impact of the events referenced in our earnings press release that was issued on February 7, 2023. However, these projections do not reflect the impact of unannounced future transactions, except as described herein. Our actual results may differ materially from the projections set forth above. Except as otherwise required by law, management assumes no, and hereby disclaims any, obligation to update any of the foregoing projections as a result of new information or new or future developments. May not foot, cross foot, or recalculate due to rounding and adjustments made to SS high and low ranges reported by segments.
(2)Represents interest income, gain (loss) on sales of real estate, net, other income (expense), net, income tax benefit (expense), equity income (loss) from unconsolidated joint ventures (excluding NOI), interest expense, depreciation and amortization, general and administrative, transaction costs, and loss on debt extinguishments.
(3)The midpoint of the low and high projected year 2023 total NOI is $1.230 billion.
(4)Represents straight-line rents, amortization of market lease intangibles, net, the deferral of community fees, net of amortization, management contract termination expense, actuarial reserves for insurance claims that have been incurred but not reported, and lease termination fees.
(5)The midpoint of the low and high projected year 2023 total Cash (Adjusted) NOI is $1.170 billion.
| Reconciliations |
|---|
| In millions |
| NOI(1) |
| --- |
For the year ended December 31, 2022
| Life Science | Medical Office | CCRC | Other | Corporate Adjustments | Total | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net income (loss) | $ | 627 | $ | 210 | $ | (37) | $ | 19 | $ | (303) | $ | 516 |
| Other income, costs, and expenses excluded from NOI(2) | (12) | 239 | 140 | (3) | 303 | 667 | ||||||
| NOI | $ | 615 | $ | 448 | $ | 103 | $ | 17 | $ | — | $ | 1,183 |
| Non-SS NOI | (117) | (33) | (7) | (17) | — | (174) | ||||||
| SS NOI | $ | 498 | $ | 415 | $ | 96 | $ | — | $ | — | $ | 1,009 |
| Non-cash adjustments to SS NOI(3) | (46) | (14) | 2 | — | — | (57) | ||||||
| SS Cash (Adjusted) NOI | $ | 452 | $ | 402 | $ | 98 | $ | — | $ | — | $ | 952 |
| Non-SS cash NOI | 100 | 31 | 7 | 17 | — | 155 | ||||||
| Cash (Adjusted) NOI | $ | 553 | $ | 433 | $ | 105 | $ | 17 | $ | — | $ | 1,108 |
______________________________________
(1)May not foot, cross foot, or recalculate due to rounding and adjustments made to SS high and low ranges reported by segments.
(2)Represents interest income, gain (loss) on sales of real estate, net, other income (expense), net, income tax benefit (expense), equity income (loss) from unconsolidated joint ventures (excluding NOI), interest expense, depreciation and amortization, general and administrative, transaction costs, and loss on debt extinguishments. The year ended December 31, 2022 includes a $311 million gain upon change in control within the Life Science segment.
(3)Represents straight-line rents, amortization of market lease intangibles, net, the deferral of community fees, net of amortization, management contract termination expense, actuarial reserves for insurance claims that have been incurred but not reported, and lease termination fees.
| Reconciliations | ||
|---|---|---|
| In thousands | ||
| Enterprise Gross Assets | ||
| --- | ||
| December 31, 2022 | ||
| --- | --- | --- |
| Consolidated total assets(1) | $ | 15,771,229 |
| Investments in and advances to unconsolidated JVs | (706,677) | |
| Accumulated depreciation and amortization(2) | 3,564,082 | |
| Consolidated Gross Assets | $ | 18,628,634 |
| Healthpeak's share of unconsolidated JV gross assets | 903,441 | |
| Enterprise Gross Assets | $ | 19,532,075 |
______________________________________
(1)Consolidated total assets represents total assets on the Consolidated Balance Sheet as of December 31, 2022 presented on page 8 within the Earnings Release and Supplemental Report for the quarter ended December 31, 2022.
(2)Accumulated depreciation and amortization includes accumulated depreciation for real estate and accumulated amortization for real estate related intangible assets.
| Portfolio Investment | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2022 | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Life Science | Medical Office | CCRC | Other | Total | ||||||
| Net real estate | $ | 7,241,287 | $ | 4,126,962 | $ | 1,655,234 | $ | — | $ | 13,023,483 |
| Intangible assets, net | 95,119 | 141,861 | 181,081 | — | 418,061 | |||||
| Accumulated depreciation and amortization(1) | 1,320,437 | 1,783,935 | 436,886 | — | 3,541,258 | |||||
| Assets held for sale, gross | 68,799 | — | — | — | 68,799 | |||||
| Healthpeak's share of unconsolidated JV gross assets | 376,732 | 19,709 | — | 464,068 | 860,509 | |||||
| Fully depreciated real estate and intangibles assets | 455,318 | 599,402 | 16,620 | — | 1,071,340 | |||||
| Leasing commissions and other | 83,665 | 65,392 | — | — | 149,057 | |||||
| Debt investments | — | — | — | 371,731 | 371,731 | |||||
| Land held for development | (626,668) | (4,676) | — | — | (631,344) | |||||
| Real estate intangible liabilities | (143,254) | (94,210) | — | — | (237,464) | |||||
| Fully depreciated intangible liabilities | (49,841) | (42,655) | — | — | (92,496) | |||||
| Noncontrolling interests' share of consolidated JVs real estate and related intangibles | (5,316) | (388,878) | — | — | (394,194) | |||||
| Portfolio Investment | $ | 8,816,278 | $ | 6,206,842 | $ | 2,289,821 | $ | 835,799 | $ | 18,148,740 |
______________________________________
(1)Accumulated depreciation and amortization includes accumulated depreciation for real estate and accumulated amortization for real estate related intangible assets.
| Reconciliations | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| In thousands | ||||||||||
| Revenues | ||||||||||
| --- | ||||||||||
| Three Months Ended | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| December 31, 2021 | March 31, 2022 | June 30, 2022 | September 30, 2022 | December 31, 2022 | ||||||
| Life Science | $ | 184,170 | $ | 194,055 | $ | 207,771 | $ | 207,795 | $ | 207,952 |
| Medical Office | 174,264 | 177,263 | 179,308 | 184,506 | 184,293 | |||||
| CCRC | 118,867 | 121,560 | 125,360 | 122,142 | 125,873 | |||||
| Other | 5,904 | 5,494 | 5,493 | 5,963 | 6,350 | |||||
| Total revenues | $ | 483,205 | $ | 498,372 | $ | 517,932 | $ | 520,406 | $ | 524,468 |
| Life Science | — | — | — | — | — | |||||
| Medical Office | — | — | — | — | — | |||||
| CCRC | — | 6,552 | 209 | 4 | — | |||||
| Other | — | — | — | — | — | |||||
| Government grant income | $ | — | $ | 6,552 | $ | 209 | $ | 4 | $ | — |
| Life Science | — | — | — | — | — | |||||
| Medical Office | — | — | — | — | — | |||||
| CCRC | — | — | — | — | — | |||||
| Other | (5,904) | (5,494) | (5,493) | (5,963) | (6,350) | |||||
| Less: Interest income | $ | (5,904) | $ | (5,494) | $ | (5,493) | $ | (5,963) | $ | (6,350) |
| Life Science | 1,487 | 1,431 | 1,267 | 2,938 | 4,285 | |||||
| Medical Office | 720 | 732 | 761 | 756 | 750 | |||||
| CCRC | — | — | — | — | — | |||||
| Other | 17,233 | 18,045 | 18,215 | 18,656 | 18,969 | |||||
| Healthpeak's share of unconsolidated JVs real estate revenues | $ | 19,440 | $ | 20,208 | $ | 20,243 | $ | 22,350 | $ | 24,004 |
| Life Science | — | — | — | — | — | |||||
| Medical Office | — | — | — | — | — | |||||
| CCRC | — | 333 | — | — | 47 | |||||
| Other | 739 | 315 | — | 183 | — | |||||
| Healthpeak's share of unconsolidated JVs government grant income | $ | 739 | $ | 648 | $ | — | $ | 183 | $ | 47 |
| Life Science | (70) | (57) | (62) | (55) | (94) | |||||
| Medical Office | (8,658) | (8,820) | (8,943) | (8,968) | (8,986) | |||||
| CCRC | — | — | — | — | — | |||||
| Other | — | — | — | — | — | |||||
| Noncontrolling interests' share of consolidated JVs real estate revenues | $ | (8,728) | $ | (8,877) | $ | (9,005) | $ | (9,023) | $ | (9,080) |
| Life Science | 185,588 | 195,429 | 208,976 | 210,678 | 212,143 | |||||
| Medical Office | 166,325 | 169,175 | 171,126 | 176,294 | 176,057 | |||||
| CCRC | 118,868 | 128,445 | 125,569 | 122,146 | 125,920 | |||||
| Other | 17,972 | 18,360 | 18,215 | 18,839 | 18,969 | |||||
| Portfolio Real Estate Revenues | $ | 488,753 | $ | 511,409 | $ | 523,886 | $ | 527,957 | $ | 533,089 |
| Life Science | (11,402) | (14,272) | (21,653) | (15,231) | (11,786) | |||||
| Medical Office | (4,306) | (4,180) | (3,643) | (4,780) | (5,631) | |||||
| CCRC | — | — | — | — | — | |||||
| Other | (4) | 23 | 86 | 66 | 55 | |||||
| Non-cash adjustments to Portfolio Real Estate Revenues | $ | (15,712) | $ | (18,429) | $ | (25,210) | $ | (19,945) | $ | (17,362) |
Continued
| Reconciliations | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| In thousands | ||||||||||
| Revenues | ||||||||||
| --- | ||||||||||
| Three Months Ended | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| December 31, 2021 | March 31, 2022 | June 30, 2022 | September 30, 2022 | December 31, 2022 | ||||||
| Life Science | 174,186 | 181,157 | 187,323 | 195,447 | 200,357 | |||||
| Medical Office | 162,019 | 164,995 | 167,483 | 171,514 | 170,426 | |||||
| CCRC | 118,868 | 128,445 | 125,569 | 122,146 | 125,920 | |||||
| Other | 17,968 | 18,383 | 18,301 | 18,905 | 19,024 | |||||
| Portfolio Cash Real Estate Revenues | $ | 473,041 | $ | 492,980 | $ | 498,676 | $ | 508,012 | $ | 515,727 |
| Life Science | 11,402 | 14,272 | 21,653 | 15,231 | 11,786 | |||||
| Medical Office | 4,306 | 4,180 | 3,643 | 4,780 | 5,631 | |||||
| CCRC | — | — | — | — | — | |||||
| Other | 4 | (23) | (86) | (66) | (55) | |||||
| Non-cash adjustments to Portfolio Real Estate Revenues | $ | 15,712 | $ | 18,429 | $ | 25,210 | $ | 19,945 | $ | 17,362 |
| Life Science | (24,968) | (29,013) | (37,979) | (34,791) | (36,501) | |||||
| Medical Office | (17,794) | (17,894) | (19,135) | (20,368) | (20,468) | |||||
| CCRC | — | (333) | — | — | (47) | |||||
| Other | (17,972) | (18,360) | (18,215) | (18,839) | (18,969) | |||||
| Non-SS Portfolio Real Estate Revenues | $ | (60,734) | $ | (65,600) | $ | (75,329) | $ | (73,998) | $ | (75,985) |
| Life Science | 160,620 | 166,416 | 170,997 | 175,887 | 175,642 | |||||
| Medical Office | 148,531 | 151,281 | 151,991 | 155,926 | 155,589 | |||||
| CCRC | 118,868 | 128,112 | 125,569 | 122,146 | 125,873 | |||||
| Other | — | — | — | — | — | |||||
| Portfolio Real Estate Revenue - SS(1) | $ | 428,019 | $ | 445,809 | $ | 448,557 | $ | 453,959 | $ | 457,104 |
| Life Science | (9,922) | (11,157) | (12,240) | (11,778) | (10,301) | |||||
| Medical Office | (4,571) | (3,952) | (2,564) | (3,310) | (4,223) | |||||
| CCRC | — | — | — | — | — | |||||
| Other | — | — | — | — | — | |||||
| Non-cash adjustment to SS Portfolio Real Estate Revenues | $ | (14,493) | $ | (15,109) | $ | (14,804) | $ | (15,088) | $ | (14,524) |
| Life Science | 150,698 | 155,259 | 158,757 | 164,109 | 165,341 | |||||
| Medical Office | 143,960 | 147,329 | 149,427 | 152,616 | 151,366 | |||||
| CCRC | 118,868 | 128,112 | 125,569 | 122,146 | 125,873 | |||||
| Other | — | — | — | — | — | |||||
| Portfolio Cash Real Estate Revenue - SS(1) | $ | 413,526 | $ | 430,700 | $ | 433,753 | $ | 438,871 | $ | 442,580 |
| Reconciliations | ||||||||||
| --- | ||||||||||
| In thousands | ||||||||||
| Operating Expenses | ||||||||||
| --- | ||||||||||
| Three Months Ended | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| December 31, 2021 | March 31, 2022 | June 30, 2022 | September 30, 2022 | December 31, 2022 | ||||||
| Life Science | $ | 43,936 | $ | 48,189 | $ | 49,446 | $ | 55,162 | $ | 56,346 |
| Medical Office | 59,184 | 61,170 | 63,321 | 64,782 | 64,036 | |||||
| CCRC | 96,127 | 97,888 | 102,277 | 100,264 | 100,110 | |||||
| Other | — | — | — | — | — | |||||
| Operating expenses | $ | 199,247 | $ | 207,247 | $ | 215,044 | $ | 220,208 | $ | 220,492 |
| Life Science | 520 | 483 | 483 | 777 | 1,140 | |||||
| Medical Office | 258 | 299 | 301 | 313 | 265 | |||||
| CCRC | (346) | — | — | — | — | |||||
| Other | 13,370 | 14,055 | 14,150 | 14,599 | 14,828 | |||||
| Healthpeak's share of unconsolidated JVs operating expenses | $ | 13,802 | $ | 14,837 | $ | 14,934 | $ | 15,689 | $ | 16,233 |
| Life Science | (21) | (19) | (19) | (21) | (28) | |||||
| Medical Office | (2,356) | (2,602) | (2,726) | (2,558) | (2,431) | |||||
| CCRC | — | — | — | — | — | |||||
| Other | — | — | — | — | — | |||||
| Noncontrolling interests' share of consolidated JVs operating expenses | $ | (2,377) | $ | (2,621) | $ | (2,745) | $ | (2,579) | $ | (2,459) |
| Life Science | 44,435 | 48,653 | 49,910 | 55,918 | 57,458 | |||||
| Medical Office | 57,086 | 58,867 | 60,896 | 62,537 | 61,870 | |||||
| CCRC | 95,781 | 97,888 | 102,277 | 100,264 | 100,110 | |||||
| Other | 13,370 | 14,055 | 14,150 | 14,599 | 14,828 | |||||
| Portfolio Operating Expenses | $ | 210,672 | $ | 219,463 | $ | 227,233 | $ | 233,318 | $ | 234,266 |
| Life Science | (9) | (160) | (9) | (10) | (8) | |||||
| Medical Office | (740) | (633) | (694) | (701) | (692) | |||||
| CCRC | (1,270) | — | — | — | (2,299) | |||||
| Other | 27 | 31 | 32 | (10) | 8 | |||||
| Non-cash adjustments to Portfolio Operating Expenses | $ | (1,992) | $ | (762) | $ | (671) | $ | (721) | $ | (2,991) |
| Life Science | 44,426 | 48,493 | 49,901 | 55,908 | 57,450 | |||||
| Medical Office | 56,346 | 58,234 | 60,202 | 61,836 | 61,178 | |||||
| CCRC | 94,511 | 97,888 | 102,277 | 100,264 | 97,811 | |||||
| Other | 13,397 | 14,086 | 14,182 | 14,589 | 14,836 | |||||
| Portfolio Cash Operating Expenses | $ | 208,680 | $ | 218,701 | $ | 226,562 | $ | 232,597 | $ | 231,275 |
| Life Science | 9 | 160 | 9 | 10 | 8 | |||||
| Medical Office | 740 | 633 | 694 | 701 | 692 | |||||
| CCRC | 1,270 | — | — | — | 2,299 | |||||
| Other | (27) | (31) | (32) | 10 | (8) | |||||
| Non-cash adjustments to Portfolio Operating Expenses | $ | 1,992 | $ | 762 | $ | 671 | $ | 721 | $ | 2,991 |
| Life Science | (6,400) | (8,007) | (8,813) | (9,861) | (11,190) | |||||
| Medical Office | (6,655) | (8,197) | (9,430) | (9,459) | (9,207) | |||||
| CCRC | (62) | (490) | (443) | (350) | (341) | |||||
| Other | (13,370) | (14,055) | (14,150) | (14,599) | (14,828) | |||||
| Non-SS Portfolio Operating Expenses | $ | (26,487) | $ | (30,749) | $ | (32,836) | $ | (34,269) | $ | (35,566) |
Continued
| Reconciliations | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| In thousands | Operating Expenses | |||||||||||
| --- | Three Months Ended | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||
| December 31, 2021 | March 31, 2022 | June 30, 2022 | September 30, 2022 | December 31, 2022 | ||||||||
| Life Science | 38,035 | 40,646 | 41,097 | 46,057 | 46,268 | |||||||
| Medical Office | 50,431 | 50,670 | 51,466 | 53,078 | 52,663 | |||||||
| CCRC | 95,719 | 97,398 | 101,834 | 99,914 | 99,769 | |||||||
| Other | — | — | — | — | — | |||||||
| Portfolio Operating Expenses - SS(1) | $ | 184,185 | $ | 188,714 | $ | 194,397 | $ | 199,049 | $ | 198,700 | ||
| Life Science | (9) | (159) | (10) | (9) | (9) | |||||||
| Medical Office | (694) | (612) | (646) | (641) | (638) | |||||||
| CCRC | (1,542) | — | — | — | (2,300) | |||||||
| Other | — | — | — | — | — | |||||||
| Non-cash adjustment to SS Portfolio Operating Expenses | $ | (2,245) | $ | (771) | $ | (656) | $ | (650) | $ | (2,947) | ||
| Life Science | 38,026 | 40,487 | 41,087 | 46,048 | 46,259 | |||||||
| Medical Office | 49,737 | 50,058 | 50,820 | 52,437 | 52,025 | |||||||
| CCRC | 94,177 | 97,398 | 101,834 | 99,914 | 97,469 | |||||||
| Other | — | — | — | — | — | |||||||
| Portfolio Cash Operating Expenses - SS(1) | $ | 181,940 | $ | 187,943 | $ | 193,741 | $ | 198,399 | $ | 195,753 | ||
| Reconciliations | ||||||||||||
| --- | ||||||||||||
| In thousands | Revenues | Operating Expenses | ||||||||||
| --- | --- | Year Ended<br>December 31, 2022 | Year Ended<br>December 31, 2022 | |||||||||
| --- | --- | --- | --- | --- | --- | |||||||
| Life Science | $ | 817,573 | Life Science | $ | 209,143 | |||||||
| Medical Office | 725,370 | Medical Office | 253,309 | |||||||||
| CCRC | 494,935 | CCRC | 400,539 | |||||||||
| Other | 23,300 | Other | — | |||||||||
| Total revenues | $ | 2,061,178 | Operating expenses | $ | 862,991 | |||||||
| Life Science | — | Life Science | 2,883 | |||||||||
| Medical Office | — | Medical Office | 1,178 | |||||||||
| CCRC | 6,765 | CCRC | — | |||||||||
| Other | — | Other | 57,632 | |||||||||
| Government grant income | $ | 6,765 | Healthpeak's share of unconsolidated JVs operating expenses | $ | 61,693 | |||||||
| Life Science | — | Life Science | (87) | |||||||||
| Medical Office | — | Medical Office | (10,317) | |||||||||
| CCRC | — | CCRC | — | |||||||||
| Other | (23,300) | Other | — | |||||||||
| Less: Interest income | $ | (23,300) | Noncontrolling interests' share of consolidated JVs operating expenses | $ | (10,404) | |||||||
| Life Science | 9,921 | Life Science | 211,939 | |||||||||
| Medical Office | 2,999 | Medical Office | 244,170 | |||||||||
| CCRC | — | CCRC | 400,539 | |||||||||
| Other | 73,885 | Other | 57,632 | |||||||||
| Healthpeak's share of unconsolidated JVs real estate revenues | $ | 86,805 | Portfolio Operating Expenses | $ | 914,280 | |||||||
| Life Science | — | Life Science | (187) | |||||||||
| Medical Office | — | Medical Office | (2,720) | |||||||||
| CCRC | 380 | CCRC | (2,300) | |||||||||
| Other | 498 | Other | 61 | |||||||||
| Healthpeak's share of unconsolidated JVs government grant income | $ | 878 | Non-cash adjustments to Portfolio Operating Expenses | $ | (5,146) | |||||||
| Life Science | (268) | Life Science | 211,752 | |||||||||
| Medical Office | (35,717) | Medical Office | 241,450 | |||||||||
| CCRC | — | CCRC | 398,239 | |||||||||
| Other | — | Other | 57,693 | |||||||||
| Noncontrolling interests' share of consolidated JVs real estate revenues | $ | (35,985) | Portfolio Cash Operating Expenses | $ | 909,134 | |||||||
| Life Science | 827,226 | Life Science | $ | 187 | ||||||||
| Medical Office | 692,652 | Medical Office | 2,720 | |||||||||
| CCRC | 502,080 | CCRC | 2,300 | |||||||||
| Other | 74,383 | Other | (61) | |||||||||
| Portfolio Real Estate Revenues | $ | 2,096,341 | Non-cash Portfolio Cash Operating Expenses | $ | 5,146 | |||||||
| Life Science | (62,941) | Life Science | (59,530) | |||||||||
| Medical Office | (18,233) | Medical Office | (56,716) | |||||||||
| CCRC | — | CCRC | (1,624) | |||||||||
| Other | 230 | Other | (57,632) | |||||||||
| Non-cash adjustments to Portfolio Real Estate Revenues | $ | (80,944) | Non-SS Portfolio Operating Expenses | $ | (175,502) | |||||||
| Reconciliations | ||||||||||||
| --- | ||||||||||||
| In thousands | Year Ended<br>December 31, 2022 | Year Ended<br>December 31, 2022 | ||||||||||
| --- | --- | --- | --- | --- | --- | |||||||
| Life Science | 764,285 | Life Science | 152,409 | |||||||||
| Medical Office | 674,419 | Medical Office | 187,454 | |||||||||
| CCRC | 502,080 | CCRC | 398,915 | |||||||||
| Other | 74,613 | Other | — | |||||||||
| Portfolio Cash Real Estate Revenues | $ | 2,015,397 | Portfolio Operating Expenses - SS(1) | $ | 738,778 | |||||||
| Life Science | 62,941 | Life Science | (187) | |||||||||
| Medical Office | 18,233 | Medical Office | (2,245) | |||||||||
| CCRC | — | CCRC | (2,300) | |||||||||
| Other | (230) | Other | — | |||||||||
| Non-cash adjustments to Portfolio Real Estate Revenues | $ | 80,944 | Non-cash adjustment to SS Portfolio Operating Expenses | $ | (4,732) | |||||||
| Life Science | (214,109) | Life Science | 152,222 | |||||||||
| Medical Office | (136,199) | Medical Office | 185,209 | |||||||||
| CCRC | (380) | CCRC | 396,615 | |||||||||
| Other | (74,383) | Other | — | |||||||||
| Non-SS Portfolio Real Estate Revenue | $ | (425,071) | Portfolio Cash Operating Expenses - SS(1) | $ | 734,046 | |||||||
| Life Science | $ | 613,117 | ||||||||||
| Medical Office | 556,453 | |||||||||||
| CCRC | 501,700 | |||||||||||
| Other | — | |||||||||||
| Portfolio Real Estate Revenue - SS(1) | $ | 1,671,270 | ||||||||||
| Life Science | (37,024) | |||||||||||
| Medical Office | (10,213) | |||||||||||
| CCRC | — | |||||||||||
| Other | — | |||||||||||
| Non-cash adjustment to SS Portfolio Real Estate Revenues | $ | (47,237) | ||||||||||
| Life Science | 576,093 | |||||||||||
| Medical Office | 546,240 | |||||||||||
| CCRC | 501,700 | |||||||||||
| Other | — | |||||||||||
| Portfolio Cash Real Estate Revenue - SS(1) | $ | 1,624,033 |
______________________________________
(1)The property count used for Portfolio Real Estate Revenues - SS, Portfolio Cash Real Estate Revenues - SS, Portfolio Operating Expenses - SS, and Portfolio Cash Operating Expenses - SS differed for the three and twelve months ended December 31, 2022.
| Reconciliations | ||||||
|---|---|---|---|---|---|---|
| In thousands | EBITDAre and Adjusted EBITDAre | |||||
| --- | Three Months Ended December 31, 2022 | Twelve Months Ended<br>December 31, 2022 | ||||
| --- | --- | --- | --- | --- | ||
| Net income (loss) | $ | 10,802 | $ | 516,424 | ||
| Interest expense | 49,413 | 172,944 | ||||
| Income tax expense (benefit)(1) | (661) | (4,695) | ||||
| Depreciation and amortization | 179,157 | 710,569 | ||||
| Other depreciation and amortization | 1,286 | 5,255 | ||||
| Loss (gain) on sales of real estate(1) | 986 | (10,422) | ||||
| Loss (gain) upon change of control | — | (311,438) | ||||
| Share of unconsolidated JV: | ||||||
| Interest expense | 241 | (949) | ||||
| Income tax expense (benefit) | (19) | 233 | ||||
| Depreciation and amortization | 8,642 | 27,691 | ||||
| Loss (gain) on sale of real estate from unconsolidated JVs | 45 | 134 | ||||
| EBITDAre | $ | 249,892 | $ | 1,105,746 | ||
| Transaction-related items(2) | 3,217 | 4,853 | ||||
| Other impairments (recoveries) and losses (gains)(2) | 9,760 | 4,518 | ||||
| Restructuring and severance-related charges | 32,749 | 32,749 | ||||
| Casualty-related charges (recoveries)(2) | 684 | 5,583 | ||||
| Stock-based compensation amortization expense | 1,903 | 16,537 | ||||
| Impact of transactions closed during the period(3) | 449 | (3,013) | ||||
| Adjusted EBITDAre | $ | 298,654 | $ | 1,166,973 | ||
| Adjusted Fixed Charge Coverage | ||||||
| --- | Three Months Ended December 31, 2022 | Twelve Months Ended<br>December 31, 2022 | ||||
| --- | --- | --- | --- | --- | ||
| Interest expense, including unconsolidated JV interest expense at share | 49,654 | 171,995 | ||||
| Capitalized interest | 14,413 | 41,972 | ||||
| Fixed Charges | $ | 64,067 | $ | 213,967 | ||
| Adjusted Fixed Charge Coverage | 4.7x | 5.5x |
______________________________________
(1)This amount can be reconciled by combining the balances from the corresponding line of the Consolidated Statements of Operations on page 9 of the Earnings Release and Supplemental Report and Discontinued Operations Reconciliation on page 37 of this document for the three and twelve months ended December 31, 2022.
(2)This amount includes the corresponding line on the FundsFrom Operations reconciliation on page 7 of this document less the related tax impact included in the adjustment for income tax expense (benefit) above.
(3)Adjustment reflects the impact of transactions that closed during the period as if the transactions were completed at the beginning of the period.
| Reconciliations | ||||||
|---|---|---|---|---|---|---|
| In thousands | Enterprise Debt and Net Debt | |||||
| --- | December 31, 2022 | |||||
| --- | --- | --- | ||||
| Bank line of credit and commercial paper | $ | 995,606 | ||||
| Term loan | 495,957 | |||||
| Senior unsecured notes | 4,659,451 | |||||
| Mortgage debt | 346,599 | |||||
| Consolidated Debt | $ | 6,497,613 | ||||
| Share of unconsolidated JV mortgage debt | 39,790 | |||||
| Enterprise Debt | $ | 6,537,403 | ||||
| Cash and cash equivalents | (72,032) | |||||
| Share of unconsolidated JV cash and cash equivalents | (30,189) | |||||
| Restricted cash | (54,802) | |||||
| Share of unconsolidated JV restricted cash | (3,062) | |||||
| Net Debt | $ | 6,377,318 | Financial Leverage | |||
| --- | December 31, 2022 | |||||
| --- | --- | --- | ||||
| Enterprise Debt | $ | 6,537,403 | ||||
| Enterprise Gross Assets | 19,532,075 | |||||
| Financial Leverage | 33.5% | Secured Debt Ratio | ||||
| --- | December 31, 2022 | |||||
| --- | --- | --- | ||||
| Mortgage debt | $ | 346,599 | ||||
| Share of unconsolidated JV mortgage debt | 39,790 | |||||
| Enterprise Secured Debt | $ | 386,389 | ||||
| Enterprise Gross Assets | 19,532,075 | |||||
| Secured Debt Ratio | 2.0% | Net Debt to Adjusted EBITDAre | ||||
| --- | Three Months Ended <br>December 31, 2022 | Twelve Months Ended<br>December 31, 2022 | ||||
| --- | --- | --- | --- | --- | ||
| Net Debt | $ | 6,377,318 | $ | 6,377,318 | ||
| Annualized Adjusted EBITDAre(1) | 1,194,616 | 1,166,973 | ||||
| Net Debt to Adjusted EBITDAre | 5.34x | 5.47x |
______________________________________
(1)For the three months ended, represents the current quarter Adjusted EBITDAre multiplied by a factor of four. For the twelve months ended, represents trailing twelve months Adjusted EBITDAre.
| Reconciliations | ||
|---|---|---|
| In thousands | Segment Portfolio NOI and Cash (Adjusted) NOI, Portfolio Income, and SS | |
| --- |
Total Portfolio
| Three Months Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2021 | March 31, 2022 | June 30, 2022 | September 30, 2022 | December 31, 2022 | ||||||
| Net income (loss) | $ | 32,576 | $ | 75,343 | $ | 72,293 | $ | 357,986 | $ | 10,802 |
| Loss (income) from discontinued operations | (3,633) | (317) | (2,992) | 1,298 | (873) | |||||
| Income (loss) from continuing operations | $ | 28,943 | $ | 75,026 | $ | 69,301 | $ | 359,284 | $ | 9,929 |
| Interest income | (5,904) | (5,494) | (5,493) | (5,963) | (6,350) | |||||
| Interest expense | 36,551 | 37,586 | 41,867 | 44,078 | 49,413 | |||||
| Depreciation and amortization | 178,114 | 177,733 | 180,489 | 173,190 | 179,157 | |||||
| General and administrative | 26,043 | 23,831 | 24,781 | 24,549 | 57,872 | |||||
| Transaction costs | 424 | 296 | 612 | 728 | 3,217 | |||||
| Loss (gain) on sales of real estate, net | (717) | (3,856) | (10,340) | 4,149 | 969 | |||||
| Impairments and loan loss reserves (recoveries), net | 18,702 | 132 | 139 | 3,407 | 3,326 | |||||
| Other expense (income), net | (662) | (18,316) | (2,861) | (305,678) | 587 | |||||
| Income tax expense (benefit) | (1,857) | 777 | (718) | (3,834) | (650) | |||||
| Government grant income | — | 6,552 | 209 | 4 | — | |||||
| Equity loss (income) from unconsolidated JVs | (1,583) | (2,084) | (382) | 325 | 156 | |||||
| Healthpeak's share of unconsolidated JVs NOI | 6,378 | 6,019 | 5,309 | 6,844 | 7,818 | |||||
| Noncontrolling interests' share of consolidated JVs NOI | (6,351) | (6,256) | (6,260) | (6,444) | (6,621) | |||||
| Portfolio NOI | $ | 278,081 | $ | 291,946 | $ | 296,653 | $ | 294,639 | $ | 298,823 |
| Adjustment to Portfolio NOI | (13,719) | (17,666) | (24,539) | (19,224) | (14,371) | |||||
| Portfolio Cash (Adjusted) NOI | $ | 264,362 | $ | 274,280 | $ | 272,114 | $ | 275,415 | $ | 284,452 |
| Interest income | 5,904 | 5,494 | 5,493 | 5,963 | 6,350 | |||||
| Portfolio Income | $ | 270,266 | $ | 279,774 | $ | 277,607 | $ | 281,378 | $ | 290,802 |
| Interest income | (5,904) | (5,494) | (5,493) | (5,963) | (6,350) | |||||
| Adjustment to Portfolio NOI | 13,719 | 17,666 | 24,539 | 19,224 | 14,371 | |||||
| Non-SS Portfolio NOI | (34,249) | (34,851) | (42,493) | (39,729) | (40,419) | |||||
| SS Portfolio NOI | $ | 243,832 | $ | 257,095 | $ | 254,160 | $ | 254,910 | $ | 258,404 |
| Non-cash adjustment to SS Portfolio NOI | (12,246) | (14,338) | (14,149) | (14,438) | (11,577) | |||||
| SS Portfolio Cash (Adjusted) NOI | $ | 231,586 | $ | 242,757 | $ | 240,011 | $ | 240,472 | $ | 246,827 |
| Reconciliations | ||||||||||
| --- | ||||||||||
| In thousands |
Life Science
| Three Months Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2021 | March 31, 2022 | June 30, 2022 | September 30, 2022 | December 31, 2022 | ||||||
| Net income (loss) | $ | 62,419 | $ | 72,249 | $ | 78,794 | $ | 393,487 | $ | 75,575 |
| Loss (income) from discontinued operations | — | — | — | — | — | |||||
| Income (loss) from continuing operations | $ | 62,419 | $ | 72,249 | $ | 78,794 | $ | 393,487 | $ | 75,575 |
| Interest expense | 36 | — | — | — | — | |||||
| Depreciation and amortization | 78,237 | 78,138 | 79,673 | 70,141 | 74,697 | |||||
| Transaction costs | 13 | 292 | 35 | 40 | 20 | |||||
| Loss (gain) on sales of real estate, net | — | (3,856) | — | — | 112 | |||||
| Other expense (income), net | (1) | 9 | (29) | (311,912) | (7) | |||||
| Equity loss (income) from unconsolidated JVs | (470) | (966) | (148) | 877 | 1,209 | |||||
| Healthpeak's share of unconsolidated JVs NOI | 967 | 948 | 784 | 2,161 | 3,145 | |||||
| Noncontrolling interests' share of consolidated JVs NOI | (49) | (38) | (43) | (34) | (66) | |||||
| Portfolio NOI | $ | 141,152 | $ | 146,776 | $ | 159,066 | $ | 154,760 | $ | 154,685 |
| Adjustment to Portfolio NOI | (11,392) | (14,112) | (21,644) | (15,221) | (11,778) | |||||
| Portfolio Cash (Adjusted) NOI(1) | $ | 129,760 | $ | 132,664 | $ | 137,422 | $ | 139,539 | $ | 142,907 |
| Adjustment to Portfolio NOI | 11,392 | 14,112 | 21,644 | 15,221 | 11,778 | |||||
| Non-SS Portfolio NOI | (18,568) | (21,006) | (29,166) | (24,930) | (25,311) | |||||
| SS Portfolio NOI | $ | 122,584 | $ | 125,770 | $ | 129,900 | $ | 129,830 | $ | 129,374 |
| Non-cash adjustment to SS Portfolio NOI | (9,912) | (10,998) | (12,231) | (11,769) | (10,292) | |||||
| SS Portfolio Cash (Adjusted) NOI | $ | 112,672 | $ | 114,772 | $ | 117,669 | $ | 118,061 | $ | 119,082 |
Medical Office
| Three Months Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2021 | March 31, 2022 | June 30, 2022 | September 30, 2022 | December 31, 2022 | ||||||
| Net income (loss) | $ | 27,064 | $ | 58,417 | $ | 56,929 | $ | 47,663 | $ | 45,571 |
| Loss (income) from discontinued operations | — | — | — | — | — | |||||
| Income (loss) from continuing operations | $ | 27,064 | $ | 58,417 | $ | 56,929 | $ | 47,663 | $ | 45,571 |
| Interest expense | 852 | 1,036 | 1,930 | 1,964 | 1,970 | |||||
| Depreciation and amortization | 68,232 | 67,773 | 68,873 | 70,917 | 71,983 | |||||
| Transaction costs | 28 | 4 | 70 | 94 | 1,087 | |||||
| Impairments and loan loss (reserves) recoveries, net | 19,625 | — | — | — | — | |||||
| Loss (gain) on sales of real estate, net | (717) | — | (10,340) | (554) | 235 | |||||
| Other expense (income), net | 241 | (10,937) | (1,264) | (154) | (354) | |||||
| Equity loss (income) from unconsolidated JVs | (245) | (200) | (211) | (206) | (235) | |||||
| Healthpeak's share of unconsolidated JVs NOI | 462 | 433 | 460 | 443 | 485 | |||||
| Noncontrolling interests' share of consolidated JVs NOI | (6,302) | (6,218) | (6,217) | (6,410) | (6,555) | |||||
| Portfolio NOI | $ | 109,240 | $ | 110,308 | $ | 110,230 | $ | 113,757 | $ | 114,187 |
| Adjustment to Portfolio NOI | (3,566) | (3,546) | (2,949) | (4,079) | (4,939) | |||||
| Portfolio Cash (Adjusted) NOI(1) | $ | 105,674 | $ | 106,762 | $ | 107,281 | $ | 109,678 | $ | 109,248 |
| Adjustment to Portfolio NOI | 3,566 | 3,546 | 2,949 | 4,079 | 4,939 | |||||
| Non-SS Portfolio NOI | (11,140) | (9,697) | (9,705) | (10,909) | (11,261) | |||||
| SS Portfolio NOI | $ | 98,100 | $ | 100,611 | $ | 100,525 | $ | 102,848 | $ | 102,926 |
| Non-cash adjustment to SS Portfolio NOI | (3,877) | (3,340) | (1,918) | (2,669) | (3,585) | |||||
| SS Portfolio Cash (Adjusted) NOI | $ | 94,223 | $ | 97,271 | $ | 98,607 | $ | 100,179 | $ | 99,341 |
| Reconciliations | ||||||||||
| --- | ||||||||||
| In thousands |
CCRC
| Three Months Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2021 | March 31, 2022 | June 30, 2022 | September 30, 2022 | December 31, 2022 | ||||||
| Net income (loss) | $ | (11,498) | $ | (2,965) | $ | (10,170) | $ | (19,821) | $ | (10,097) |
| Loss (income) from discontinued operations | — | — | — | — | — | |||||
| Income (loss) from continuing operations | $ | (11,498) | $ | (2,965) | $ | (10,170) | $ | (19,821) | $ | (10,097) |
| Interest expense | 1,923 | 1,865 | 1,876 | 1,887 | 1,881 | |||||
| Depreciation and amortization | 31,645 | 31,822 | 31,943 | 32,132 | 32,477 | |||||
| Transaction costs | 356 | — | 64 | 594 | 67 | |||||
| Other expense (income), net | 314 | (6,511) | (630) | 7,086 | 1,435 | |||||
| Government grant income | — | 6,552 | 209 | 4 | — | |||||
| Equity loss (income) from unconsolidated JVs | — | (539) | — | — | — | |||||
| Healthpeak's share of unconsolidated JVs NOI | 347 | 333 | — | — | 47 | |||||
| Portfolio NOI | $ | 23,087 | $ | 30,557 | $ | 23,292 | $ | 21,882 | $ | 25,810 |
| Adjustment to Portfolio NOI | 1,271 | — | — | — | 2,299 | |||||
| Portfolio Cash (Adjusted) NOI(1) | $ | 24,358 | $ | 30,557 | $ | 23,292 | $ | 21,882 | $ | 28,109 |
| Adjustment to Portfolio NOI | (1,271) | — | — | — | (2,299) | |||||
| Non-SS Portfolio NOI | 61 | 157 | 443 | 350 | 294 | |||||
| SS Portfolio NOI | $ | 23,148 | $ | 30,714 | $ | 23,735 | $ | 22,232 | $ | 26,104 |
| Non-cash adjustment to SS Portfolio NOI | 1,543 | — | — | — | 2,300 | |||||
| SS Portfolio Cash (Adjusted) NOI | $ | 24,691 | $ | 30,714 | $ | 23,735 | $ | 22,232 | $ | 28,404 |
Other
| Three Months Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2021 | March 31, 2022 | June 30, 2022 | September 30, 2022 | December 31, 2022 | ||||||
| Net income (loss) | $ | 7,671 | $ | 5,709 | $ | 5,395 | $ | (1,801) | $ | 3,221 |
| Loss (income) from discontinued operations | — | — | — | — | — | |||||
| Income (loss) from continuing operations | $ | 7,671 | $ | 5,709 | $ | 5,395 | $ | (1,801) | $ | 3,221 |
| Interest income | (5,904) | (5,494) | (5,493) | (5,963) | (6,350) | |||||
| Transaction costs | 27 | — | — | — | — | |||||
| Impairments and loan loss (reserves) recoveries, net | (923) | 132 | 139 | 3,407 | 3,326 | |||||
| Loss (gain) on sales of real estate, net | — | — | — | 4,703 | 622 | |||||
| Other expense (income), net | (3) | 32 | (18) | — | (1) | |||||
| Equity loss (income) from unconsolidated JVs | (868) | (379) | (23) | (346) | (818) | |||||
| Healthpeak's share of unconsolidated JVs NOI | 4,602 | 4,305 | 4,065 | 4,240 | 4,141 | |||||
| Portfolio NOI | $ | 4,602 | $ | 4,305 | $ | 4,065 | $ | 4,240 | $ | 4,141 |
| Adjustment to Portfolio NOI | (32) | (8) | 54 | 76 | 47 | |||||
| Portfolio Cash (Adjusted) NOI | $ | 4,570 | $ | 4,297 | $ | 4,119 | $ | 4,316 | $ | 4,188 |
| Interest income | 5,904 | 5,494 | 5,493 | 5,963 | 6,350 | |||||
| Portfolio Income | $ | 10,474 | $ | 9,791 | $ | 9,612 | $ | 10,279 | $ | 10,538 |
| Interest income | (5,904) | (5,494) | (5,493) | (5,963) | (6,350) | |||||
| Adjustment to Portfolio NOI | 32 | 8 | (54) | (76) | (47) | |||||
| Non-SS Portfolio NOI | (4,602) | (4,305) | (4,065) | (4,240) | (4,141) | |||||
| SS Portfolio NOI | $ | — | $ | — | $ | — | $ | — | $ | — |
| SS Portfolio Cash (Adjusted) NOI | $ | — | $ | — | $ | — | $ | — | $ | — |
| Reconciliations | ||||||||||
| --- | ||||||||||
| In thousands |
Corporate Non-Segment
| Three Months Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2021 | March 31, 2022 | June 30, 2022 | September 30, 2022 | December 31, 2022 | ||||||
| Net income (loss) | $ | (53,080) | $ | (58,067) | $ | (58,655) | $ | (61,542) | $ | (103,468) |
| Loss (income) from discontinued operations | (3,633) | (317) | (2,992) | 1,298 | (873) | |||||
| Income (loss) from continuing operations | $ | (56,713) | $ | (58,384) | $ | (61,647) | $ | (60,244) | $ | (104,341) |
| Interest expense | 33,740 | 34,685 | 38,061 | 40,227 | 45,562 | |||||
| General and administrative | 26,043 | 23,831 | 24,781 | 24,549 | 57,872 | |||||
| Transaction costs | — | — | 443 | — | 2,043 | |||||
| Other expense (income), net | (1,213) | (909) | (920) | (698) | (486) | |||||
| Income tax expense (benefit) | (1,857) | 777 | (718) | (3,834) | (650) | |||||
| Portfolio NOI | $ | — | $ | — | $ | — | $ | — | $ | — |
______________________________________
(1)Portfolio Income and Portfolio Cash (Adjusted) NOI are the same for Life Science, Medical Office, and CCRC for all periods presented as there is no interest income related to such segments.
| Reconciliations | ||
|---|---|---|
| In thousands | Segment Portfolio NOI and Cash (Adjusted) NOI, Portfolio Income, and SS | |
| --- |
For the year ended December 31, 2022
| Life Science | Medical Office | CCRC | Other | Corporate <br>Non-segment | Total | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net income (loss) | $ | 620,105 | $ | 208,580 | $ | (43,053) | $ | 12,524 | $ | (281,732) | $ | 516,424 |
| Loss (income) from discontinued operations | — | — | — | — | (2,884) | (2,884) | ||||||
| Income (loss) from continuing operations | $ | 620,105 | $ | 208,580 | $ | (43,053) | $ | 12,524 | $ | (284,616) | $ | 513,540 |
| Interest income | — | — | — | (23,300) | — | (23,300) | ||||||
| Interest expense | — | 6,900 | 7,509 | — | 158,535 | 172,944 | ||||||
| Depreciation and amortization | 302,649 | 279,546 | 128,374 | — | — | 710,569 | ||||||
| General and administrative | — | — | — | — | 131,033 | 131,033 | ||||||
| Transaction costs | 387 | 1,255 | 725 | — | 2,486 | 4,853 | ||||||
| Impairments and loan loss (reserves) recoveries, net | — | — | — | 7,004 | — | 7,004 | ||||||
| Loss (gain) on sales of real estate, net | (3,744) | (10,659) | — | 5,325 | — | (9,078) | ||||||
| Other expense (income), net | (311,939) | (12,709) | 1,380 | 13 | (3,013) | (326,268) | ||||||
| Income tax expense (benefit) | — | — | — | — | (4,425) | (4,425) | ||||||
| Government grant income | — | — | 6,765 | — | — | 6,765 | ||||||
| Healthpeak's share of unconsolidated joint venture NOI | 7,038 | 1,821 | 380 | 16,751 | — | 25,990 | ||||||
| Noncontrolling interests' share of consolidated joint venture NOI | (181) | (25,400) | — | — | — | (25,581) | ||||||
| Equity loss (income) from unconsolidated JVs | 972 | (852) | (539) | (1,566) | — | (1,985) | ||||||
| Portfolio NOI | $ | 615,287 | $ | 448,482 | $ | 101,541 | $ | 16,751 | $ | — | $ | 1,182,061 |
| Adjustment to NOI | (62,754) | (15,513) | 2,300 | 169 | — | (75,798) | ||||||
| Portfolio Cash (Adjusted) NOI | $ | 552,533 | $ | 432,969 | $ | 103,841 | $ | 16,920 | $ | — | $ | 1,106,263 |
| Interest Income | — | — | — | 23,300 | — | 23,300 | ||||||
| Portfolio Income | $ | 552,533 | $ | 432,969 | $ | 103,841 | $ | 40,220 | $ | — | $ | 1,129,563 |
| Interest income | — | — | — | (23,300) | (23,300) | |||||||
| Adjustment to NOI | 62,754 | 15,513 | (2,300) | (169) | — | 75,798 | ||||||
| Non-SS Portfolio NOI | (154,579) | (79,484) | 1,244 | (16,751) | — | (249,570) | ||||||
| SS Portfolio NOI(1) | $ | 460,708 | $ | 368,998 | $ | 102,785 | $ | — | $ | — | $ | 932,491 |
| Non-cash adjustment to SS Portfolio NOI | (36,837) | (7,967) | 2,300 | — | — | (42,504) | ||||||
| SS Portfolio Cash (Adjusted) NOI(1) | $ | 423,871 | $ | 361,031 | $ | 105,085 | $ | — | $ | — | $ | 889,987 |
| Reconciliations | ||||||||||||
| --- | ||||||||||||
| In thousands |
For the year ended December 31, 2021
| Life Science | Medical Office | CCRC | Other | Corporate Non-segment | Total | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net income (loss) | $ | 244,521 | $ | 356,035 | $ | (40,405) | $ | 39,344 | $ | (73,565) | $ | 525,930 |
| Loss (income) from discontinued operations | — | — | — | — | (388,202) | (388,202) | ||||||
| Income (loss) from continuing operations | $ | 244,521 | $ | 356,035 | $ | (40,405) | $ | 39,344 | $ | (461,767) | $ | 137,728 |
| Interest income | — | — | — | (37,773) | — | (37,773) | ||||||
| Interest expense | 232 | 2,837 | 7,701 | — | 147,210 | 157,980 | ||||||
| Depreciation and amortization | 303,196 | 255,746 | 125,344 | — | — | 684,286 | ||||||
| General and administrative | — | — | — | — | 98,303 | 98,303 | ||||||
| Transaction costs | 24 | 323 | 1,445 | 49 | — | 1,841 | ||||||
| Impairments and loan loss (reserves) recoveries, net | — | 21,577 | — | 1,583 | — | 23,160 | ||||||
| Loss (gain) on sales of real estate, net | — | (190,590) | — | — | — | (190,590) | ||||||
| Loss (gain) on debt extinguishments | — | — | — | — | 225,824 | 225,824 | ||||||
| Other expense (income), net | (55) | 2,725 | (2,141) | (486) | (6,309) | (6,266) | ||||||
| Income tax expense (benefit) | — | — | — | — | (3,261) | (3,261) | ||||||
| Government grant income | — | — | 1,412 | — | — | 1,412 | ||||||
| Healthpeak's share of unconsolidated joint venture NOI | 3,921 | 1,708 | 464 | 17,518 | — | 23,611 | ||||||
| Noncontrolling interests' share of consolidated joint venture NOI | (205) | (25,292) | — | — | — | (25,497) | ||||||
| Equity loss (income) from unconsolidated JVs | (1,118) | (794) | (1,484) | (2,704) | — | (6,100) | ||||||
| Portfolio NOI | $ | 550,516 | $ | 424,275 | $ | 92,336 | $ | 17,531 | $ | — | $ | 1,084,658 |
| Adjustment to NOI | (46,589) | (11,118) | 3,241 | (47) | — | (54,513) | ||||||
| Portfolio Cash (Adjusted) NOI | $ | 503,927 | $ | 413,157 | $ | 95,577 | $ | 17,484 | $ | — | $ | 1,030,145 |
| Interest Income | — | — | — | 37,773 | — | 37,773 | ||||||
| Portfolio Income | $ | 503,927 | $ | 413,157 | $ | 95,577 | $ | 55,257 | $ | — | $ | 1,067,918 |
| Interest income | — | — | — | (37,773) | (37,773) | |||||||
| Adjustment to NOI | 46,589 | 11,118 | (3,241) | 47 | — | 54,513 | ||||||
| Non-SS Portfolio NOI | (112,497) | (68,835) | 1,482 | (17,531) | — | (197,381) | ||||||
| SS Portfolio NOI(1) | $ | 438,019 | $ | 355,440 | $ | 93,818 | $ | — | $ | — | $ | 887,277 |
| Non-cash adjustment to SS Portfolio NOI | (34,667) | (8,455) | 3,475 | — | — | (39,647) | ||||||
| SS Portfolio Cash (Adjusted) NOI(1) | $ | 403,352 | $ | 346,985 | $ | 97,293 | $ | — | $ | — | $ | 847,630 |
______________________________________
(1)The property count used for SS Portfolio NOI and SS Portfolio Cash (Adjusted) NOI differed for the three and twelve months ended December 31, 2022 and 2021.
| Reconciliations | ||
|---|---|---|
| In thousands | Healthpeak's Share of Unconsolidated Joint Venture's NOI | |
| --- |
Total Portfolio
| Three Months Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2021 | March 31, 2022 | June 30, 2022 | September 30, 2022 | December 31, 2022 | ||||||
| Equity income (loss) from unconsolidated JVs | $ | 1,583 | $ | 2,084 | $ | 382 | $ | (325) | $ | (156) |
| Depreciation and amortization | 5,041 | 5,135 | 5,210 | 8,704 | 8,642 | |||||
| General and administrative | 6 | 30 | 71 | 177 | 167 | |||||
| Loss (gain) on sales of real estate, net | 329 | (210) | 150 | 239 | 45 | |||||
| Other expense (income), net | (130) | (1,067) | (592) | (2,069) | (861) | |||||
| Income tax expense (benefit) | (451) | 47 | 88 | 118 | (19) | |||||
| Healthpeak's Share of unconsolidated JVs NOI | $ | 6,378 | $ | 6,019 | $ | 5,309 | $ | 6,844 | $ | 7,818 |
Life Science
| Three Months Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2021 | March 31, 2022 | June 30, 2022 | September 30, 2022 | December 31, 2022 | ||||||
| Equity income (loss) from unconsolidated JVs | $ | 470 | $ | 966 | $ | 148 | $ | (877) | $ | (1,209) |
| Depreciation and amortization | 754 | 760 | 776 | 3,709 | 5,037 | |||||
| General and administrative | — | — | — | 123 | 160 | |||||
| Other expense (income), net | (257) | (778) | (140) | (794) | (843) | |||||
| Healthpeak's Share of unconsolidated JVs NOI | $ | 967 | $ | 948 | $ | 784 | $ | 2,161 | $ | 3,145 |
Medical Office
| Three Months Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2021 | March 31, 2022 | June 30, 2022 | September 30, 2022 | December 31, 2022 | ||||||
| Equity income (loss) from unconsolidated JVs | $ | 245 | $ | 200 | $ | 211 | $ | 206 | $ | 235 |
| Depreciation and amortization | 228 | 221 | 226 | 225 | 240 | |||||
| General and administrative | 4 | 7 | 17 | 5 | 3 | |||||
| Loss (gain) on sales of real estate, net | (17) | (2) | — | — | — | |||||
| Other expense (income), net | (5) | — | — | — | — | |||||
| Income tax expense (benefit) | 7 | 7 | 6 | 7 | 7 | |||||
| Healthpeak's Share of unconsolidated JVs NOI | $ | 462 | $ | 433 | $ | 460 | $ | 443 | $ | 485 |
| Reconciliations | ||||||||||
| --- | ||||||||||
| In thousands |
CCRC
| Three Months Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2021 | March 31, 2022 | June 30, 2022 | September 30, 2022 | December 31, 2022 | ||||||
| Equity income (loss) from unconsolidated JVs | $ | — | $ | 539 | $ | — | $ | — | $ | — |
| Loss (gain) on sales of real estate, net | 346 | (208) | 150 | — | 45 | |||||
| Other expense (income), net | 1 | 2 | (150) | — | 2 | |||||
| Healthpeak's Share of unconsolidated JVs NOI | $ | 347 | $ | 333 | $ | — | $ | — | $ | 47 |
Other
| Three Months Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2021 | March 31, 2022 | June 30, 2022 | September 30, 2022 | December 31, 2022 | ||||||
| Equity income (loss) from unconsolidated JVs | $ | 868 | $ | 379 | $ | 23 | $ | 346 | $ | 818 |
| Depreciation and amortization | 4,059 | 4,154 | 4,208 | 4,770 | 3,365 | |||||
| General and administrative | 2 | 23 | 54 | 49 | 4 | |||||
| Other expense (income), net | 131 | (291) | (302) | (1,036) | (20) | |||||
| Income tax expense (benefit) | (458) | 40 | 82 | 111 | (26) | |||||
| Healthpeak's Share of unconsolidated JVs NOI | $ | 4,602 | $ | 4,305 | $ | 4,065 | $ | 4,240 | $ | 4,141 |
| Reconciliations | ||||||||||
| --- | ||||||||||
| In thousands | Healthpeak's Share of Unconsolidated Joint Venture's NOI | |||||||||
| --- |
For the year ended December 31, 2022
| Life Science | Medical Office | CCRC | Other | Total | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Equity income (loss) from unconsolidated JVs | $ | (972) | $ | 852 | $ | 539 | $ | 1,566 | $ | 1,985 |
| Depreciation and amortization | 10,282 | 911 | — | 16,498 | 27,691 | |||||
| General and administrative | 282 | 33 | — | 129 | 444 | |||||
| Loss (gain) on sales of real estate, net | — | (2) | 226 | — | 224 | |||||
| Other expense (income), net | (2,554) | — | (385) | (1,649) | (4,588) | |||||
| Income tax expense (benefit) | — | 27 | — | 207 | 234 | |||||
| Healthpeak's Share of unconsolidated JVs NOI | $ | 7,038 | $ | 1,821 | $ | 380 | $ | 16,751 | $ | 25,990 |
For the year ended December 31, 2021
| Life Science | Medical Office | CCRC | Other | Total | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Equity income (loss) from unconsolidated JVs | $ | 1,118 | $ | 794 | $ | 1,484 | $ | 2,704 | $ | 6,100 |
| Depreciation and amortization | 3,022 | 885 | — | 13,174 | 17,081 | |||||
| General and administrative | 2 | 26 | — | 202 | 230 | |||||
| Loss (gain) on sales of real estate, net | — | (17) | (1,017) | — | (1,034) | |||||
| Other expense (income), net | (221) | — | (3) | 3,554 | 3,330 | |||||
| Income tax expense (benefit) | — | 20 | — | (2,116) | (2,096) | |||||
| Healthpeak's Share of unconsolidated JVs NOI | $ | 3,921 | $ | 1,708 | $ | 464 | $ | 17,518 | $ | 23,611 |
| Reconciliations | ||||||||||
| --- | ||||||||||
| In thousands | Noncontrolling Interests' Share of Consolidated Joint Venture's NOI | |||||||||
| --- |
Total Portfolio
| Three Months Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2021 | March 31, 2022 | June 30, 2022 | September 30, 2022 | December 31, 2022 | ||||||
| Income (loss) from continuing operations attributable to noncontrolling interest | $ | 3,815 | $ | 3,730 | $ | 3,955 | $ | 4,016 | $ | 4,274 |
| Gain on sales of real estate, net | 76 | (12) | — | — | — | |||||
| Depreciation and amortization | 4,768 | 4,693 | 4,710 | 4,696 | 4,657 | |||||
| Other expense (income), net | 74 | 195 | (26) | 82 | 69 | |||||
| Dividends attributable to noncontrolling interest | (2,382) | (2,350) | (2,379) | (2,350) | (2,379) | |||||
| Noncontrolling interests' share of consolidated JVs NOI | $ | 6,351 | $ | 6,256 | $ | 6,260 | $ | 6,444 | $ | 6,621 |
Life Science
| Three Months Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2021 | March 31, 2022 | June 30, 2022 | September 30, 2022 | December 31, 2022 | ||||||
| Income (loss) from continuing operations attributable to noncontrolling interest | $ | 956 | $ | 916 | $ | 946 | $ | 922 | $ | 1,000 |
| Depreciation and amortization | 25 | 20 | 25 | 13 | 31 | |||||
| Other expense (income), net | — | 3 | 2 | — | (35) | |||||
| Dividends attributable to noncontrolling interest | (932) | (901) | (930) | (901) | (930) | |||||
| Noncontrolling interests' share of consolidated JVs NOI | $ | 49 | $ | 38 | $ | 43 | $ | 34 | $ | 66 |
Medical Office
| Three Months Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2021 | March 31, 2022 | June 30, 2022 | September 30, 2022 | December 31, 2022 | ||||||
| Income (loss) from continuing operations attributable to noncontrolling interest | $ | 2,859 | $ | 2,814 | $ | 3,009 | $ | 3,094 | $ | 3,274 |
| Gain on sales of real estate, net | 76 | (12) | — | — | — | |||||
| Depreciation and amortization | 4,743 | 4,673 | 4,685 | 4,683 | 4,626 | |||||
| Other expense (income), net | 74 | 192 | (28) | 82 | 104 | |||||
| Dividends attributable to noncontrolling interest | (1,450) | (1,449) | (1,449) | (1,449) | (1,449) | |||||
| Noncontrolling interests' share of consolidated JVs NOI | $ | 6,302 | $ | 6,218 | $ | 6,217 | $ | 6,410 | $ | 6,555 |
| Reconciliations | ||||||||||
| --- | ||||||||||
| In thousands | Noncontrolling Interests' Share of Consolidated Joint Venture's NOI | |||||||||
| --- |
For the year ended December 31, 2022
| Life Science | Medical Office | Total | ||||
|---|---|---|---|---|---|---|
| Income (loss) from continuing operations attributable to noncontrolling interest | $ | 3,784 | $ | 12,191 | $ | 15,975 |
| Gain on sales of real estate, net | — | (12) | (12) | |||
| Depreciation and amortization | 89 | 18,667 | 18,756 | |||
| Other expense (income), net | (28) | 350 | 322 | |||
| Dividends attributable to noncontrolling interest | (3,664) | (5,796) | (9,460) | |||
| Noncontrolling interests' share of consolidated JVs NOI | $ | 181 | $ | 25,400 | $ | 25,581 |
For the year ended December 31, 2021
| Life Science | Medical Office | Total | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Income (loss) from continuing operations attributable to noncontrolling interest | $ | 3,727 | $ | 14,124 | $ | 17,851 | ||||
| Gain on sales of real estate, net | — | (3,404) | (3,404) | |||||||
| Depreciation and amortization | 102 | 19,265 | 19,367 | |||||||
| Other expense (income), net | 47 | 667 | 714 | |||||||
| Dividends attributable to noncontrolling interest | (3,671) | (5,360) | (9,031) | |||||||
| Noncontrolling interests' share of consolidated JVs NOI | $ | 205 | $ | 25,292 | $ | 25,497 | ||||
| Reconciliations | ||||||||||
| --- | ||||||||||
| In thousands | CCRC Pro Forma Portfolio Real Estate Revenues and NOI(1) | |||||||||
| --- | ||||||||||
| Pro Forma SS Portfolio Real Estate Revenues | Three Months Ended | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| December 31,<br>2021 | March 31,<br>2022 | June 30,<br>2022 | September 30,<br>2022 | December 31,<br>2022 | ||||||
| Portfolio Real Estate Revenues - SS(2) | $ | 118,868 | $ | 128,112 | $ | 125,569 | $ | 122,146 | $ | 125,873 |
| Pro forma adjustments to exclude government grants | — | (6,552) | (209) | (4) | — | |||||
| Pro forma Portfolio Real Estate Revenues - SS(3) | $ | 118,868 | $ | 121,560 | $ | 125,360 | $ | 122,143 | $ | 125,873 |
| Pro Forma SS Portfolio Cash Real Estate Revenues | Three Months Ended | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| December 31,<br>2021 | March 31,<br>2022 | June 30,<br>2022 | September 30,<br>2022 | December 31,<br>2022 | ||||||
| Portfolio Cash Real Estate Revenues - SS(2) | $ | 118,868 | $ | 128,112 | $ | 125,569 | $ | 122,146 | $ | 125,873 |
| Pro forma adjustments to exclude government grants | — | (6,552) | (209) | (4) | — | |||||
| Pro forma Portfolio Cash Real Estate Revenues - SS(3) | $ | 118,868 | $ | 121,560 | $ | 125,360 | $ | 122,143 | $ | 125,873 |
| Pro Forma SS Portfolio NOI | Three Months Ended | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| December 31,<br>2021 | March 31,<br>2022 | June 30,<br>2022 | September 30,<br>2022 | December 31,<br>2022 | ||||||
| SS Portfolio NOI(4) | $ | 23,148 | $ | 30,714 | $ | 23,735 | $ | 22,232 | $ | 26,104 |
| Pro forma adjustment to exclude government grants | — | (6,552) | (209) | (4) | — | |||||
| Pro forma SS Portfolio NOI(3) | $ | 23,148 | $ | 24,162 | $ | 23,526 | $ | 22,228 | $ | 26,104 |
| Pro Forma SS Portfolio Cash (Adjusted) NOI | Three Months Ended | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| December 31,<br>2021 | March 31,<br>2022 | June 30,<br>2022 | September 30,<br>2022 | December 31,<br>2022 | ||||||
| SS Portfolio Cash (Adjusted) NOI(4) | $ | 24,691 | $ | 30,714 | $ | 23,735 | $ | 22,232 | $ | 28,404 |
| Pro forma adjustment to exclude government grants | — | (6,552) | (209) | (4) | — | |||||
| Pro forma SS Portfolio Cash (Adjusted) NOI(3) | $ | 24,691 | $ | 24,162 | $ | 23,526 | $ | 22,228 | $ | 28,404 |
______________________________________
(1)May not foot due to rounding.
(2)See pages 13 and 14 of this document for a reconciliation of Portfolio Real Estate Revenues - SS and Portfolio Cash Real Estate Revenues - SS.
(3)Pro forma adjustments excludes government grants received under the CARES Act from Portfolio Real Estate Revenues.
(4)See pages 21 through 24 of this document for a reconciliation of SS Portfolio NOI and SS Portfolio Cash (Adjusted) NOI.
| Reconciliations | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| In thousands, except per month data | REVPOR CCRC(1) | |||||||||
| --- | ||||||||||
| Three Months Ended | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| REVPOR CCRC | December 31,<br>2021 | March 31,<br>2022 | June 30,<br>2022 | September 30,<br>2022 | December 31,<br>2022 | |||||
| Portfolio Cash Real Estate Revenues(2) | $ | 118,868 | $ | 128,445 | $ | 125,569 | $ | 122,146 | $ | 125,920 |
| Other adjustments to REVPOR CCRC(3) | — | (333) | — | — | (47) | |||||
| REVPOR CCRC revenues | $ | 118,868 | $ | 128,112 | $ | 125,569 | $ | 122,146 | $ | 125,873 |
| Average occupied units/month | 5,852 | 5,939 | 5,952 | 5,894 | 5,918 | |||||
| REVPOR CCRC per month(4) | $ | 6,770 | $ | 7,190 | $ | 7,032 | $ | 6,908 | $ | 7,090 |
| Three Months Ended | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| REVPOR CCRC excluding NREF Amortization | December 31,<br>2021 | March 31,<br>2022 | June 30,<br>2022 | September 30,<br>2022 | December 31,<br>2022 | |||||
| REVPOR CCRC revenues | $ | 118,868 | $ | 128,112 | $ | 125,569 | $ | 122,146 | $ | 125,873 |
| NREF Amortization | (19,745) | (18,957) | (19,444) | (19,706) | (21,260) | |||||
| REVPOR CCRC revenues excluding NREF Amortization | $ | 99,123 | $ | 109,155 | $ | 106,125 | $ | 102,440 | $ | 104,612 |
| Average occupied units/month | 5,852 | 5,939 | 5,952 | 5,894 | 5,918 | |||||
| REVPOR CCRC excluding NREF Amortization per month(4) | $ | 5,646 | $ | 6,126 | $ | 5,943 | $ | 5,794 | $ | 5,892 |
| Three Months Ended | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| SS REVPOR CCRC | December 31,<br>2021 | March 31,<br>2022 | June 30,<br>2022 | September 30,<br>2022 | December 31,<br>2022 | |||||
| SS REVPOR CCRC revenues(5) | $ | 118,868 | $ | 128,112 | $ | 125,569 | $ | 122,146 | $ | 125,873 |
| SS average occupied units/month | 5,852 | 5,939 | 5,952 | 5,894 | 5,918 | |||||
| SS REVPOR CCRC per month(4) | $ | 6,770 | $ | 7,190 | $ | 7,032 | $ | 6,908 | $ | 7,090 |
| Three Months Ended | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| SS REVPOR CCRC excluding NREF Amortization | December 31,<br>2021 | March 31,<br>2022 | June 30,<br>2022 | September 30,<br>2022 | December 31,<br>2022 | |||||
| SS REVPOR CCRC revenues(5) | $ | 118,868 | $ | 128,112 | $ | 125,569 | $ | 122,146 | $ | 125,873 |
| NREF Amortization | (19,745) | (18,957) | (19,444) | (19,706) | (21,260) | |||||
| SS REVPOR CCRC revenues excluding NREF Amortization | $ | 99,123 | $ | 109,155 | $ | 106,125 | $ | 102,440 | $ | 104,612 |
| SS Average occupied units/month | 5,852 | 5,939 | 5,952 | 5,894 | 5,918 | |||||
| SS REVPOR CCRC excluding NREF Amortization per month(4) | $ | 5,646 | $ | 6,126 | $ | 5,943 | $ | 5,794 | $ | 5,892 |
| Three Months Ended | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| PRO FORMA SS REVPOR CCRC | December 31,<br>2021 | March 31,<br>2022 | June 30,<br>2022 | September 30,<br>2022 | December 31,<br>2022 | |||||
| Pro Forma SS REVPOR CCRC revenues(6) | $ | 118,868 | $ | 121,560 | $ | 125,360 | $ | 122,143 | $ | 125,873 |
| SS average occupied units/month | 5,852 | 5,939 | 5,952 | 5,894 | 5,918 | |||||
| SS REVPOR CCRC per month(4) | $ | 6,770 | $ | 6,822 | $ | 7,020 | $ | 6,908 | $ | 7,090 |
| Reconciliations | ||||||||||
| --- | ||||||||||
| In thousands, except per month data | ||||||||||
| Three Months Ended | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| PRO FORMA SS REVPOR CCRC excluding NREF Amortization | December 31,<br>2021 | March 31,<br>2022 | June 30,<br>2022 | September 30,<br>2022 | December 31,<br>2022 | |||||
| Pro Forma SS REVPOR CCRC revenues(6) | $ | 118,868 | $ | 121,560 | $ | 125,360 | $ | 122,143 | $ | 125,873 |
| NREF Amortization | (19,745) | (18,957) | (19,444) | (19,706) | (21,260) | |||||
| SS REVPOR CCRC revenues excluding NREF Amortization | $ | 99,123 | $ | 102,603 | $ | 105,916 | $ | 102,436 | $ | 104,612 |
| Average occupied units/month | 5,852 | 5,939 | 5,952 | 5,894 | 5,918 | |||||
| SS REVPOR CCRC excluding NREF Amortization per month(4) | $ | 5,646 | $ | 5,758 | $ | 5,931 | $ | 5,794 | $ | 5,892 |
_____________________________________
(1)May not foot due to rounding.
(2)See pages 13 and 14 of this document for a reconciliation of Portfolio Cash Real Estate Revenues.
(3)Includes revenue from facilities that are held for sale or sold.
(4)Represents the quarter REVPOR CCRC divided by a factor of three.
(5)See pages 13 and 14 of this document for a reconciliation of Portfolio Cash Real Estate Revenues - SS.
(6)See page 32 of this document for a reconciliation of Pro forma Portfolio Real Estate Revenues - SS which is the same as Pro Forma SS REVPOR CCRC revenues.
| Reconciliations | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| In thousands | Other Pro Forma Portfolio Real Estate Revenues and NOI(1) | |||||||||||
| --- | Three Months Ended | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||
| Pro Forma Portfolio Real Estate Revenues | December 31,<br>2021 | March 31,<br>2022 | June 30,<br>2022 | September 30,<br>2022 | December 31,<br>2022 | |||||||
| Portfolio Real Estate Revenues(2) | $ | 17,972 | $ | 18,360 | $ | 18,215 | $ | 18,839 | $ | 18,969 | ||
| Pro forma adjustments to exclude government grants | (739) | (315) | — | (183) | — | |||||||
| Pro forma Portfolio Real Estate Revenues(3) | $ | 17,232 | $ | 18,045 | $ | 18,215 | $ | 18,657 | $ | 18,969 | ||
| Three Months Ended | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||
| Pro Forma Portfolio Cash Real Estate Revenues | December 31,<br>2021 | March 31,<br>2022 | June 30,<br>2022 | September 30,<br>2022 | December 31,<br>2022 | |||||||
| Portfolio Cash Real Estate Revenues(2) | $ | 17,968 | $ | 18,383 | $ | 18,301 | $ | 18,905 | $ | 19,024 | ||
| Pro forma adjustments to exclude government grants | (739) | (315) | — | (183) | — | |||||||
| Pro forma Portfolio Cash Real Estate Revenues(3) | $ | 17,228 | $ | 18,067 | $ | 18,301 | $ | 18,722 | $ | 19,024 | ||
| Three Months Ended | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||
| Pro Forma Portfolio NOI | December 31,<br>2021 | March 31,<br>2022 | June 30,<br>2022 | September 30,<br>2022 | December 31,<br>2022 | |||||||
| Portfolio NOI(4) | $ | 4,602 | $ | 4,305 | $ | 4,065 | $ | 4,240 | $ | 4,141 | ||
| Pro forma adjustments to exclude government grants | (739) | (315) | — | (183) | — | |||||||
| Pro forma Portfolio NOI(3) | $ | 3,863 | $ | 3,990 | $ | 4,065 | $ | 4,058 | $ | 4,141 | ||
| Three Months Ended | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||
| Pro Forma Portfolio Cash (Adjusted) NOI | December 31,<br>2021 | March 31,<br>2022 | June 30,<br>2022 | September 30,<br>2022 | December 31,<br>2022 | |||||||
| Portfolio Cash (Adjusted) NOI(4) | $ | 4,570 | $ | 4,297 | $ | 4,119 | $ | 4,316 | $ | 4,188 | ||
| Pro forma adjustments to exclude government grants | (739) | (315) | — | (183) | — | |||||||
| Pro forma Portfolio Cash (Adjusted) NOI(3) | $ | 3,831 | $ | 3,981 | $ | 4,119 | $ | 4,134 | $ | 4,188 |
______________________________________
(1)May not foot due to rounding.
(2)See pages 13 and 14 of this document for a reconciliation of Portfolio Real Estate Revenues and Portfolio Cash Real Estate Revenues.
(3)Pro forma adjustments excludes government grants received under the CARES Act for Portfolio Real Estate Revenues.
(4)See pages 21 through 24 of this document for a reconciliation of Portfolio NOI and Portfolio Cash (Adjusted) NOI.
| Reconciliations | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| In thousands, except per month data | REVPOR Other(1) | |||||||||||
| --- | Three Months Ended | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||
| REVPOR Other | December 31,<br>2021 | March 31,<br>2022 | June 30,<br>2022 | September 30,<br>2022 | December 31,<br>2022 | |||||||
| Portfolio Cash Real Estate Revenues(2) | $ | 17,968 | $ | 18,383 | $ | 18,301 | $ | 18,905 | $ | 19,024 | ||
| Other adjustments to REVPOR Other(3) | (3,863) | (2,201) | (2,280) | (2,371) | (2,423) | |||||||
| REVPOR Other revenues | $ | 14,105 | $ | 16,182 | $ | 16,021 | $ | 16,534 | $ | 16,601 | ||
| Average occupied units/month | 1,142 | 1,261 | 1,261 | 1,289 | 1,302 | |||||||
| REVPOR Other per month(4) | $ | 4,118 | $ | 4,278 | $ | 4,234 | $ | 4,276 | $ | 4,250 | ||
| Three Months Ended | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||
| Pro Forma REVPOR Other | December 31,<br>2021 | March 31,<br>2022 | June 30,<br>2022 | September 30,<br>2022 | December 31,<br>2022 | |||||||
| REVPOR Other revenues | $ | 14,105 | $ | 16,182 | $ | 16,021 | $ | 16,534 | $ | 16,601 | ||
| Pro Forma adjustments to REVPOR Other(5) | (532) | (258) | — | (168) | — | |||||||
| Pro Forma REVPOR Other revenues | $ | 13,573 | $ | 15,923 | $ | 16,021 | $ | 16,365 | $ | 16,601 | ||
| Average occupied units/month | 1,142 | 1,261 | 1,261 | 1,289 | 1,302 | |||||||
| Pro Forma REVPOR Other per month(4) | $ | 3,963 | $ | 4,210 | $ | 4,234 | $ | 4,232 | $ | 4,250 |
______________________________________
(1)May not foot due to rounding.
(2)See pages 13 and 14 of this document for a reconciliation of Portfolio Cash Real Estate Revenues.
(3)Includes revenue for assets in redevelopment or recently completed redevelopments that are not yet stabilized.
(4)Represents the quarter REVPOR Other divided by a factor of three.
(5)Pro forma adjustments excludes government grants received under the CARES Act for the stabilized properties included in REVPOR Other revenues.
| Reconciliations | ||
|---|---|---|
| In thousands | Discontinued Operations Reconciliation | |
| --- |
The results of discontinued operations during the three and twelve months ended December 31, 2022 and 2021, or through the disposal date of each asset or portfolio of assets held within discontinued operations if sold during such periods, as applicable, are presented below and are included within the Income (loss) from discontinued operations line of the Consolidated Statements of Operations in the accompanying Earnings Release and Supplemental Report. In order to facilitate reconciliation of amounts through this Discussion and Reconciliation of Non-GAAP Financial Measures and the accompanying Earnings Release and Supplemental Report, detailed financial information for discontinued operations for the three and twelve months ended December 31, 2022 and 2021 is presented below (in thousands):
| Three Months Ended<br>December 31, | Year Ended<br>December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||||
| Revenues: | ||||||||||
| Rental and related revenues | $ | — | $ | — | $ | — | $ | 7,535 | ||
| Resident fees and services | 725 | 3,159 | 7,489 | 114,936 | ||||||
| Total revenues | 725 | 3,159 | 7,489 | 122,471 | ||||||
| Costs and expenses: | ||||||||||
| Interest expense | — | — | — | 3,900 | ||||||
| Operating | — | 4,396 | 6,452 | 122,571 | ||||||
| Transaction costs | — | — | — | 76 | ||||||
| Impairments and loan loss reserves (recoveries), net | — | — | — | 32,736 | ||||||
| Total costs and expenses | — | 4,396 | 6,452 | 159,283 | ||||||
| Other income (expense): | ||||||||||
| Gain (loss) on sales of real estate, net | (17) | 6,063 | 1,344 | 414,721 | ||||||
| Other income (expense), net | 154 | (960) | 169 | 4,189 | ||||||
| Total other income (expense), net | 137 | 5,103 | 1,513 | 418,910 | ||||||
| Income (loss) before income taxes and equity income (loss) from unconsolidated joint ventures | 862 | 3,866 | 2,550 | 382,098 | ||||||
| Income tax benefit (expense) | 11 | (376) | 270 | 969 | ||||||
| Equity income (loss) from unconsolidated joint ventures | — | 143 | 64 | 5,135 | ||||||
| Income (loss) from discontinued operations | $ | 873 | $ | 3,633 | $ | 2,884 | $ | 388,202 | 37 | |
| --- |