HCP Announces Third Quarter 2009 Results
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Highlights
-- Impairments and a litigation provision resulted in charges of $0.05 and
$0.36 per share, respectively
-- Diluted FFO per share of $0.52, before giving effect to the impairments
and litigation provision; diluted FFO per share of $0.11; and net loss
per share of $0.18
-- Purchased a $720 million participation in HCR ManorCare's first mortgage
debt
-- Completed $441 million public offering of common stock
-- Completed transition of 15 Sunrise-managed communities to new operators
LONG BEACH, Calif.--(BUSINESS WIRE)-- HCP (the "Company" or "we") (NYSE: HCP) announced results for the quarter ended September 30, 2009. Funds from operations ("FFO") applicable to common shares, before giving effect to impairments and litigation provision was $149.3 million, or $0.52 per diluted share, for the quarter ended September 30, 2009, compared to FFO applicable to common shares, before giving effect to impairments and merger-related charges of $178.8 million, or $0.72 per diluted share, in the year-ago period. FFO applicable to common shares was $32.2 million, or $0.11 per diluted share, for the quarter ended September 30, 2009, compared to FFO applicable to common shares of $174.3 million, or $0.70 per diluted share, in the year-ago period.
FFO applicable to common shares for the quarter ended September 30, 2009 included the negative impact of $0.39 per diluted share of the following: (i) impairments of $0.05 per diluted share; (ii) a charge of $0.36 per diluted share related to an accrued liability in connection with a jury verdict in the Ventas litigation; and (iii) income of $0.02 per diluted share related to sales of marketable debt securities. FFO applicable to common shares for the quarter ended September 30, 2008 included the positive impact of $0.16 per diluted share of the following: (i) lease termination fees of $0.07 per diluted share resulting from the early termination of three leases in our life science segment and a related impairment charge of $0.02 per diluted share; and (ii) income of $0.11 per diluted share related to the settlement of various disputes with Tenet Healthcare Corporation. FFO is a supplemental non-GAAP financial measure that the Company believes is helpful in evaluating the operating performance of real estate investment trusts.
For the quarter ended September 30, 2009, we incurred a net loss of $52.4 million, or $0.18 per diluted share, compared to net income applicable to common shares of $119.6 million, or $0.49 per diluted share, in the year-ago period. Including the items impacting FFO discussed above, the quarters ended September 30, 2009 and 2008 also included gain on sales of real estate of $2.5 million and $27.8 million, respectively.
INVESTMENTS
On August 3, 2009, we purchased a $720 million participation in first mortgage debt of HCR ManorCare, at a discount of $130 million, for approximately $590 million. The $720 million participation bears interest at LIBOR plus 1.25% and represents 45% of the $1.6 billion most senior tranche of HCR ManorCare's mortgage debt incurred as part of the financing for The Carlyle Group's acquisition of Manor Care, Inc. in December 2007. The mortgage debt matures in January 2012, with a one-year extension available at the borrower's option subject to certain performance conditions, and was secured by a first lien on 331 facilities located in 30 states at closing. We obtained favorable financing to fund 72% of the purchase price, resulting in a net cash payment by HCP of $166 million.
During the quarter ended September 30, 2009, we funded $31 million for construction and other capital projects, primarily in our life science segment.
During the quarter ended September 30, 2009, we sold marketable debt securities for $115 million, recognizing aggregate gains of $6 million, and two medical office buildings for $6 million, recognizing gain on sales of real estate of $2.5 million.
FINANCINGS
On August 10, 2009, we completed a $441 million public offering of 17.8 million shares of our common stock at a price of $24.75 per share. We received net proceeds of $423 million, which were used to repay the total outstanding indebtedness under our revolving line of credit facility, including borrowings for the additional investment in HCR ManorCare discussed above, with the remainder used for general corporate purposes.
On August 20, 2009, we entered into two interest-rate swap contracts (pay float and receive fixed) with an aggregate notional amount of $500 million that terminate in 2011. The interest-rate swap contracts reduced our net floating rate asset exposure, which had increased as a result of our additional investment in HCR ManorCare and third quarter repayments of floating rate debt, which were both funded with proceeds from our August 2009 public equity offering.
On August 27, 2009, we prepaid $100 million of variable rate mortgage debt. The mortgage debt, with an original maturity of January 2010, was repaid with proceeds from our August 2009 public equity offering and third quarter asset sales.
OTHER
On September 4, 2009, a jury returned a verdict in favor of Ventas, Inc. ("Ventas"), in an action brought against us in the United States District Court for the Western District of Kentucky for tortious interference with prospective business advantage in connection with Ventas's 2007 acquisition of Sunrise Senior Living REIT. The jury awarded Ventas approximately $102 million in compensatory damages, which we recorded as a litigation provision expense during the quarter ended September 30, 2009. Ventas originally sought approximately $300 million in compensatory damages as well as punitive damages. We filed a motion with the court for post-trial relief and we intend to appeal an adverse judgment. For the three and nine months ended September 30, 2009, in relation to the above matter, we have incurred legal expenses of $6.2 million and $12.7 million, respectively.
On October 1, 2009, we completed the transition of management agreements on 15 communities operated by Sunrise Senior Living, Inc. and its subsidiaries ("Sunrise") that were previously terminated for Sunrise's failure to achieve certain performance thresholds. The transition of these facilities to new operators decreases our Sunrise-managed properties in our portfolio to 75 communities from the original 101 communities we acquired in the 2006 CNL Retirement Properties, Inc. transaction. The termination of the agreements did not require the payment of a termination fee to Sunrise by our tenants or us.
DIVIDEND
On October 29, 2009, we announced that our Board of Directors declared a quarterly cash dividend on our common stock of $0.46 per share. The dividend will be paid on November 24, 2009 to stockholders of record as of the close of business on November 9, 2009.
OUTLOOK
Our full year 2009 Outlook of FFO applicable to common shares, before giving effect to impairments and litigation provision, remains unchanged. For the full year 2009, we presently expect FFO applicable to common shares to range between $2.10 and $2.16 per diluted share, before giving effect to impairments and litigation provision; FFO applicable to common shares to range between $1.65 and $1.71 per diluted share; and net income applicable to common shares to range between $0.55 and $0.61 per diluted share.
COMPANY INFORMATION
HCP has scheduled a conference call and webcast for Tuesday, November 3, 2009 at 9:00 a.m. Pacific Time (12:00 p.m. Eastern Time) in order to present the Company's performance and operating results for the quarter ended September 30, 2009. The conference call is accessible by dialing (800) 706-7748 (U.S.) or (617) 614-3473 (International). The participant passcode is 11300797. The webcast is accessible via the Company's website at www.hcpi.com. The link can be found on the "Event Calendar" page, which is under the "Investor Relations" tab. A webcast replay of the conference call will be available after 12:00 p.m. Pacific Time (3:00 p.m. Eastern Time) on November 3, 2009 through November 17, 2009 on the Company's website and a telephonic replay can be accessed by calling (888) 286-8010 (U.S.) or (617) 801-6888 (International) and entering passcode 18966910. The Company's supplemental information package for the current period will also be available on the Company's website in the "Presentations" section of the "Investor Relations" tab.
ABOUT HCP
HCP, Inc., an S&P 500 company, is a real estate investment trust (REIT) that, together with its consolidated subsidiaries, invests primarily in real estate serving the healthcare industry in the United States. As of September 30, 2009, the Company's portfolio of properties, excluding assets held for sale but including properties owned by our Investment Management Platform, totaled 677 properties among the following segments: 258 senior housing, 98 life science, 251 medical office, 22 hospital and 48 skilled nursing. For more information, visit the Company's website at www.hcpi.com.
FORWARD-LOOKING STATEMENTS
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: The statements contained in this release which are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements include among other things, net income applicable to common shares on a diluted basis, FFO applicable to common shares on a diluted basis, FFO applicable to common shares on a diluted basis before giving effect to impairments, litigation provision, and gain on sales of real estate, real estate depreciation and amortization, and joint venture adjustments for the full year of 2009. These statements are made as of the date hereof and are subject to known and unknown risks, uncertainties, assumptions and other factors--many of which are out of the Company's control and difficult to forecast--that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. These risks and uncertainties include but are not limited to: national and local economic conditions, including the possibility of a prolonged recession; continued volatility in the capital markets, including changes in interest rates and the availability and cost of capital, which changes and volatility affect opportunities for profitable investment; the Company's ability to access external sources of capital when desired and on reasonable terms; the Company's ability to manage its indebtedness levels; changes in the terms of the Company's indebtedness; the Company's ability to maintain its credit ratings; the potential impact of existing and future litigation matters, including the possibility of larger than expected litigation costs and related developments; the Company's ability to achieve the expected benefits from acquisitions, including integrating and preserving the goodwill of acquired companies; the Company's ability to sell its properties when desired and on profitable terms; competition for lessees and mortgagors (including new leases and mortgages and the renewal or rollover of existing leases); the Company's ability to reposition its properties on the same or better terms if existing leases are not renewed or the Company exercises its right to replace an existing operator or tenant upon default; continuing reimbursement uncertainty in the skilled nursing segment; competition in the senior housing segment specifically and in the healthcare industry in general; the ability of the Company's operators and tenants to maintain or increase occupancy levels at, and rental income from, the senior housing segment; the Company's ability to realize the benefits of its mezzanine and other loan investments; the ability of the Company's lessees and mortgagors to maintain the financial strength and liquidity necessary to satisfy their respective obligations to the Company and other third parties; the bankruptcy, insolvency or financial deterioration of the Company's operators, lessees, borrowers or other obligors; changes in healthcare laws and regulations, including the impact of future or pending healthcare reform, and other changes in the healthcare industry which affect the operations of the Company's lessees or obligors; the Company's ability to recruit and retain key management personnel; costs of compliance with regulations and environmental laws affecting the Company's properties; changes in tax laws and regulations; the Company's ability and willingness to maintain its qualification as a REIT; changes in rules governing financial reporting, including new accounting pronouncements; and other risks described from time to time in the Company's Securities and Exchange Commission filings. The Company assumes no, and hereby disclaims any, obligation to update any of the foregoing or any other forward-looking statements as a result of new information or new or future developments, except as otherwise required by law.
HCP, Inc.
Consolidated Balance Sheets
In thousands, except share and per share data
September 30, December 31,
2009 2008
Assets (Unaudited)
Real estate:
Buildings and improvements $ 7,804,118 $ 7,747,015
Development costs and construction in 273,567 224,337
progress
Land 1,548,845 1,548,248
Accumulated depreciation and (1,003,177 ) (819,980 )
amortization
Net real estate 8,623,353 8,699,620
Net investment in direct financing 634,233 648,234
leases
Loans receivable, net 1,674,329 1,076,392
Investments in and advances to 261,364 272,929
unconsolidated joint ventures
Accounts receivable, net of allowance 36,824 33,834
of $17,430 and $18,413, respectively
Cash and cash equivalents 144,366 57,562
Restricted cash 31,988 35,078
Intangible assets, net 410,366 505,936
Real estate held for sale, net 3,783 27,058
Other assets, net 517,604 493,183
Total assets $ 12,338,210 $ 11,849,826
Liabilities and Equity
Bank line of credit $ -- $ 150,000
Term loan 200,000 200,000
Bridge loan -- 320,000
Senior unsecured notes 3,520,577 3,523,513
Mortgage and other secured debt 1,863,404 1,641,734
Other debt 99,487 102,209
Intangible liabilities, net 207,847 232,630
Accounts payable and accrued 310,493 211,715
liabilities
Deferred revenue 86,925 60,185
Total liabilities 6,288,733 6,441,986
Commitments and contingencies
Preferred stock, $1.00 par value:
50,000,000 shares authorized;
11,820,000 shares issued and 285,173 285,173
outstanding, liquidation preference of
$25.00 per share
Common stock, $1.00 par value:
750,000,000 shares authorized 293,145 253,601
293,145,064 and 253,601,454 shares
issued and outstanding, respectively
Additional paid-in capital 5,708,534 4,873,727
Cumulative dividends in excess of (407,210 ) (130,068 )
earnings
Accumulated other comprehensive loss (9,838 ) (81,162 )
Total stockholders' equity 5,869,804 5,201,271
Joint venture partners 7,927 12,912
Non-managing member unitholders 171,746 193,657
Total noncontrolling interests 179,673 206,569
Total equity 6,049,477 5,407,840
Total liabilities and equity $ 12,338,210 $ 11,849,826
HCP, Inc.
Consolidated Statements of Operations
In thousands, except per share data
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
2009 2008 2009 2008
Revenues:
Rental and
related $ 218,366 $ 231,561 $ 663,044 $ 650,742
revenues
Tenant 22,464 20,225 67,124 61,817
recoveries
Income from
direct 13,173 14,543 39,302 43,646
financing
leases
Investment
management fee 1,326 1,523 4,133 4,448
income
Total revenues 255,329 267,852 773,603 760,653
Costs and
expenses:
Depreciation
and 82,301 77,292 242,318 232,574
amortization
Operating 46,173 49,104 139,812 143,849
General and 22,860 17,077 61,625 55,859
administrative
Litigation 101,973 -- 101,973 --
provision
Impairments 15,123 3,710 20,904 5,284
Total costs 268,430 147,183 566,632 437,566
and expenses
Other income
(expense):
Interest and
other income, 39,962 62,283 93,027 128,344
net
Interest (74,039 ) (82,813 ) (226,053 ) (264,488 )
expense
Total other
income (34,077 ) (20,530 ) (133,026 ) (136,144 )
(expense)
Income (loss)
before income
tax (expense)
benefit and (47,178 ) 100,139 73,945 186,943
equity income
from
unconsolidated
joint ventures
Income tax
(expense) 322 (853 ) (1,406 ) (4,327 )
benefit
Equity income
from 1,328 1,227 1,993 3,736
unconsolidated
joint ventures
Income (loss)
from (45,528 ) 100,513 74,532 186,352
continuing
operations
Discontinued
operations:
Income (loss)
before gain on
sales of real (152 ) 3,291 1,903 19,158
estate, net of
income taxes
Impairments -- -- (125 ) (8,141 )
Gain on sales
of real 2,460 27,752 34,357 228,395
estate, net of
income taxes
Total
discontinued 2,308 31,043 36,135 239,412
operations
Net income (43,220 ) 131,556 110,667 425,764
(loss)
Noncontrolling
interests' and
participating (3,895 ) (6,659 ) (12,147 ) (19,559 )
securities'
share in
earnings
Preferred
stock (5,282 ) (5,282 ) (15,848 ) (15,848 )
dividends
Net income
(loss) $ (52,397 ) $ 119,615 $ 82,672 $ 390,357
applicable to
common shares
Basic earnings
(loss) per
common share:
Continuing $ (0.19 ) $ 0.36 $ 0.17 $ 0.65
operations
Discontinued 0.01 0.13 0.14 1.03
operations
Net income
(loss) $ (0.18 ) $ 0.49 $ 0.31 $ 1.68
applicable to
common shares
Diluted
earnings
(loss) per
common share:
Continuing $ (0.19 ) $ 0.36 $ 0.17 $ 0.65
operations
Discontinued 0.01 0.13 0.14 1.03
operations
Net income
(loss) $ (0.18 ) $ 0.49 $ 0.31 $ 1.68
applicable to
common shares
Weighted
average shares
used to
calculate
earnings
(loss) per
common share:
Basic 284,812 244,572 267,971 232,199
Diluted 284,812 245,482 268,041 233,036
HCP, Inc.
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
Nine Months Ended
September 30,
2009 2008
Cash flows from operating activities:
Net income $ 110,667 $ 425,764
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization of real estate,
in-place lease and other intangibles:
Continuing operations 242,318 232,574
Discontinued operations 266 7,178
Amortization of above and below market lease (12,657 ) (6,020 )
intangibles, net
Stock-based compensation 11,068 10,637
Amortization of debt premiums, discounts and 6,187 7,409
issuance costs, net
Straight-line rents (38,751 ) (28,645 )
Interest accretion (23,813 ) (20,134 )
Deferred rental revenue 10,507 16,227
Equity income from unconsolidated joint (1,993 ) (3,736 )
ventures
Distributions of earnings from unconsolidated 5,444 3,736
joint ventures
Gain on sales of real estate (34,357 ) (228,395 )
Marketable securities (gains) losses, net (6,420 ) 2,746
Derivative losses, net 922 1,803
Impairments 21,029 13,425
Changes in:
Accounts receivable 11,310 14,881
Other assets (2,991 ) (4,843 )
Accrued liability for litigation provision 101,973 --
Accounts payable and other accrued (10,989 ) 10,776
liabilities
Net cash provided by operating activities 389,720 455,383
Cash flows from investing activities:
Acquisitions and development of real estate (71,009 ) (132,436 )
Lease commissions and tenant and capital (27,321 ) (44,734 )
improvements
Proceeds from sales of real estate, net 58,046 629,404
Contributions to unconsolidated joint (48 ) (2,620 )
ventures
Distributions in excess of earnings from 5,775 8,727
unconsolidated joint ventures
Purchase of marketable securities -- (26,101 )
Proceeds from the sale of marketable 119,665 10,700
securities
Proceeds from the sales of interests in -- 2,855
unconsolidated joint ventures
Principal repayments on loans receivable and 8,654 14,590
direct financing leases
Investments in loans receivable, net (165,506 ) (2,863 )
Decrease (increase) in restricted cash 3,090 (883 )
Net cash provided by (used in) investing (68,654 ) 456,639
activities
Cash flows from financing activities:
Net repayments under bank line of credit (150,000 ) (951,700 )
Repayments of bridge loan (320,000 ) (830,000 )
Repayments of mortgage debt (206,329 ) (63,740 )
Issuance of mortgage debt 1,942 579,078
Repurchase and repayments of senior unsecured (7,735 ) (300,000 )
notes
Settlement of cash flow hedge -- (9,658 )
Debt issuance costs (718) (10,068 )
Net proceeds from the issuance of common 846,135 1,060,236
stock and exercise of options
Dividends paid on common and preferred stock (376,798 ) (337,097 )
Purchase of noncontrolling interests (9,097 ) --
Distributions to noncontrolling interests (11,662 ) (28,290 )
Net cash used in financing activities (234,262 ) (891,239 )
Net increase in cash and cash equivalents 86,804 20,783
Cash and cash equivalents, beginning of 57,562 96,269
period
Cash and cash equivalents, end of period $ 144,366 $ 117,052
HCP, Inc.
Funds From Operations Information
In thousands, except per share data
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
2009 2008 (1) 2009 2008 (1)
Net income
(loss) $ (52,397 ) $ 119,615 $ 82,672 $ 390,357
applicable to
common shares
Depreciation
and
amortization of
real estate,
in-place lease
and other
intangibles:
Continuing 82,301 77,292 242,318 232,574
operations
Discontinued 56 414 266 7,178
operations
Gain on sales (2,460 ) (27,752 ) (34,357 ) (228,395 )
of real estate
Equity income
from (1,328 ) (1,227 ) (1,993 ) (3,736 )
unconsolidated
joint ventures
FFO from
unconsolidated 6,433 6,488 19,004 18,216
joint ventures
Noncontrolling
interests' and
participating 3,895 6,659 12,147 19,559
securities'
share in
earnings
Noncontrolling
interests' and
participating (4,331 ) (7,202 ) (13,633 ) (21,013 )
securities'
share in FFO
Funds from
operations
applicable to $ 32,169 $ 174,287 $ 306,424 $ 414,740
common shares
(2)
Distributions
on convertible $ -- $ 3,992 $ -- $ 11,155
units
Diluted funds
from operations $ 32,169 $ 178,279 $ 306,424 $ 425,895
applicable to
common shares
Basic funds
from operations $ 0.11 $ 0.71 $ 1.14 $ 1.79
per common
share (2)
Diluted funds
from operations $ 0.11 $ 0.70 $ 1.14 $ 1.77
per common
share (2)
Weighted
average shares
used to
calculate 285,234 253,531 268,183 240,633
diluted funds
from operations
per common
share
Impact of
impairments,
litigation
provision and
merger-related
charges:
Impairments $ 15,123 $ 3,710 $ 21,029 $ 13,425
Litigation 101,973 -- 101,973 --
provision
Merger-related -- 843 -- 3,173
charges (3)
$ 117,096 $ 4,553 $ 123,002 $ 16,598
Per common
share impact of
impairments,
litigation
provision and $ 0.41 $ 0.02 $ 0.46 $ 0.07
merger-related
charges on
diluted funds
from operations
Diluted FFO per
common share,
before giving
effect to
impairments, $ 0.52 $ 0.72 $ 1.60 $ 1.84
litigation
provision and
merger-related
charges
Presentation and certain computational changes have been made for the
adoption of Accounting Standard Codification 260-10, Earnings Per Share -
(1) Overall (formerly FSP EITF 03-6-1, Determining Whether Instruments Granted
in Share Based Payment Transactions Are Participating Securities), to
compute earnings per share and funds from operations per share under the
two-class method.
The Company believes funds from operations applicable to common shares,
diluted funds from operations applicable to common shares and basic and
diluted funds from operations per common share are important supplemental
measures of operating performance for a real estate investment trust.
Because the historical cost accounting convention used for real estate
assets requires straight-line depreciation (except on land), such
(2) 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 real estate investment trust that uses historical
cost accounting for depreciation could be less informative. The term funds
from operations ("FFO") was designed by the real estate investment trust
industry to address this issue.
FFO is defined as net income (loss) applicable to common shares (computed
in accordance with U.S. generally accepted accounting principles),
excluding gains or losses from real estate dispositions, plus real estate
depreciation and amortization, with adjustments for joint ventures.
Adjustments for joint ventures are calculated to reflect FFO on the same
basis. FFO does not represent cash generated from operating activities in
accordance with U.S. generally accepted accounting principles, is not
necessarily indicative of cash available to fund cash needs and should not
be considered an alternative to net income (loss). The Company's
computation of FFO may not be comparable to FFO reported by other real
estate investment trusts that do not define the term in accordance with the
current National Association of Real Estate Investment Trusts' ("NAREIT")
definition or that have a different interpretation of the current NAREIT
definition from the Company.
Merger-related charges in the periods ended September 30, 2008 include the
(3) amortization of fees associated with our acquisition financing for Slough
Estates USA Inc. ("SEUSA"), as well as other SEUSA integration costs.
HCP, Inc.
Projected Funds From Operations(1)
(Unaudited)
PROJECTED FUTURE OPERATIONS (Full Year 2009
2009):
Low High
Diluted earnings per common share $ 0.55 $ 0.61
Gain on sales of real estate (0.13 ) (0.13 )
Real estate depreciation and amortization 1.16 1.16
Joint venture adjustments 0.07 0.07
Diluted FFO per common share 1.65 1.71
Impairments 0.08 0.08
Litigation provision 0.37 0.37
Diluted FFO per common share, before giving
effect to impairments and litigation $ 2.10 $ 2.16
provision
Except as otherwise noted above, the foregoing projections reflect
management's view of current and future market conditions, including
assumptions with respect to rental rates, occupancy levels, development
activities, property dispositions and the earnings impact of the events
referenced in this release. Except as otherwise noted, these estimates do
not reflect the potential impact of future acquisitions, impairments, the
bankruptcy or insolvency of the Company's operators, lessees, borrowers or
other obligors, the effect of any restructuring of the Company's
contractual relationships with such entities, realized gains or losses on
marketable securities, ineffectiveness related to our cash flow hedges,
(1) offerings of debt or equity securities or existing and future litigation
matters including the possibility of larger than expected litigation costs
and related developments. By definition, FFO does not include real
estate-related depreciation and amortization or gains and losses associated
with real estate disposition activities, but does include impairments.
There can be no assurance that the Company's actual results will not differ
materially from the estimates set forth above. The aforementioned ranges
represent management's best estimate of results based upon the underlying
assumptions as of the date of this press release. 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.
Source: HCP
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